Common use of Bring-Along Rights Clause in Contracts

Bring-Along Rights. (a) If any Acquiring Stockholder at any time, or from time to time, in one transaction or a series of related transactions, proposes to Transfer shares of Common Stock to one or more Persons that is (i) not an Affiliate of such Acquiring Stockholder or (ii) is an Operating Affiliate (for such purposes an Operating Affiliate will not be deemed to be an Affiliate) (both (i) and (ii) being a “Third Party Purchaser”), then the Acquiring Stockholder(s) shall have the right (a “Bring-Along Right”), but not the obligation, and subject to the provision of Section 2(e) below, to require each Management Stockholder to tender for purchase to the Third Party Purchaser, on the same terms and conditions as apply to the selling Acquiring Stockholder(s), all or any portion of a number of shares of Common Stock and Options (including any Options that vest as a result of the consummation of the Transfer to the Third Party Purchaser) that, in the aggregate, equal the lesser of (A) the number derived by multiplying (1) the total number of shares of Common Stock owned by the Management Stockholder (including shares of Common Stock issuable in respect of all Options held by any Management Stockholder, whether or not exercised, and including any Options that vest as a result of the consummation of the Transfer to the Third Party Purchaser); by (2) a fraction, the numerator of which is the total number of shares of Common Stock to be sold by the Acquiring Stockholder(s) in connection with the transaction or series of related transactions and the denominator of which is the total number of the then outstanding shares of Common Stock held by all Acquiring Stockholder(s); or (B) the number of shares of Common Stock as the Acquiring Stockholder(s) shall designate in the Bring-Along Notice (as defined below); provided, however, all Bring-Along Rights will be exercised on a pro rata basis among the Management Stockholders based upon their relative holdings of Common Stock and Options. (b) If any Acquiring Stockholder elects to exercise its Bring-Along Right under this Section 2 with respect to the Restricted Shares held by the Management Stockholders and/or Options held by the Management Stockholders, the Acquiring Stockholder shall notify each Management Stockholder in writing (collectively, the “Bring-Along Notices”). Each Bring-Along Notice shall set forth: (i) the name of the Third Party Purchaser(s) and the number of shares of Common Stock proposed to be sold by the Acquiring Stockholder to the Third Party Purchaser(s); (ii) the proposed amount and form of consideration and terms and conditions of payment offered by the Third Party Purchaser(s) and a summary of any other material terms pertaining to the Transfer (“Third Party Terms”); and (iii) the number of shares of Common Stock and Options that the Acquiring Stockholder elects each Management Stockholder to sell in the Transfer. The Bring-Along Notices shall be given at least five (5) days before the closing of the proposed Transfer. (c) Upon the giving of a Bring-Along Notice, each Management Stockholder shall be obligated to sell the number of shares of Common Stock and Options set forth in each Management Stockholder’s Bring-Along Notice on the Third Party Terms. (d) At the closing of the Transfer to any Third Party Purchaser(s) pursuant to this Section 2, the Third Party Purchaser(s) shall remit to the Management Stockholder the consideration for the Common Stock and Options held by the Management Stockholder sold pursuant hereto minus any consideration to be escrowed or otherwise held back in accordance with the Third Party Terms, and minus the aggregate exercise price of any Options being Transferred by the Management Stockholder to the Third Party Purchaser(s), against delivery by the Management Stockholder of certificates for Common Stock, duly endorsed for Transfer or with duly executed stock powers and an instrument evidencing the transfer or the cancellation of the Options subject to the Bring-Along Right reasonably acceptable to the Company, and the compliance by the Management Stockholder with any other conditions to closing generally applicable to the Acquiring Stockholder(s) and all other holders of Common Stock selling shares in such transaction. (e) Notwithstanding any of the foregoing, if the Management Stockholder is established, resident or domiciled in The Netherlands (a “Netherlands Management Stockholder”), neither the Common Stock nor Options held by any such Management Stockholder shall be subject to the Bring-Along Right set forth in this Section 2 unless and until the Third Party Purchaser holds, directly or indirectly, at least a majority of the equity ownership and the voting rights of the Common Stock.

Bring-Along Rights. (a) If any Acquiring Carlyle Stockholder at any time, or from time to time, in one transaction or a series of related transactions, proposes to Transfer shares of Common Stock to one or more Persons that is (i) not an Affiliate of such Acquiring Stockholder or the Initial Carlyle Stockholders (ii) is an Operating Affiliate (for such purposes an Operating Affiliate will not be deemed to be an Affiliate) (both (i) and (ii) being a “Third Party Purchaser”"THIRD PARTY PURCHASER"), then the Acquiring Carlyle Stockholder(s) shall have the right (a “Bring"BRING-Along Right”ALONG RIGHT"), but not the obligation, and subject to the provision of Section 2(e) below, to require each Management Stockholder to tender for purchase to the Third Party Purchaser, on the same terms and conditions as apply to the selling Acquiring Carlyle Stockholder(s), all or any portion of a number of shares of Common Stock Restricted Shares and Vested Options (including any Options options that vest as a result of the consummation of the Transfer to the Third Party Purchaser) that, in the aggregate, equal the lesser of (A) the number derived by multiplying (1) the total number of shares of Common Stock Restricted Shares owned by the Management Stockholder (including shares of Common Stock Restricted Shares issuable in respect of all Vested Options held by any the Management Stockholder, Stockholder whether or not exercised, exercised and including any Options options that vest as a result of the consummation of the Transfer to the Third Party Purchaser); by (2) a fraction, the numerator of which is the total number of shares of Common Stock to be sold by the Acquiring Carlyle Stockholder(s) in connection with the transaction or series of related transactions and the denominator of which is the total number of the then outstanding shares of Common Stock held by all Acquiring Stockholder(sCarlyle Stockholders(s); or (B) the number of shares of Common Stock as the Acquiring Carlyle Stockholder(s) shall designate in the Bring-Along Notice (as defined below); provided, however, all Bring-Along Rights will be exercised on a pro rata basis among the Management Stockholders based upon their relative holdings of Common Stock and Options. (b) If any Acquiring Carlyle Stockholder elects to exercise its Bring-Along Right under this Section 2 3 with respect to the Restricted Shares held by the Management Stockholders and/or Options held by the Management Stockholders, the Acquiring Carlyle Stockholder shall notify each Management Stockholder in writing (collectively, the “Bring"BRING-Along Notices”ALONG NOTICES"). Each Bring-Along Notice shall set forth: (i) the name of the Third Party Purchaser(s) and the number of shares of Common Stock proposed to be sold by the Acquiring Carlyle Stockholder to the Third Party Purchaser(s); (ii) the proposed amount and form of consideration and terms and conditions of payment offered by the Third Party Purchaser(s) and a summary of any other material terms pertaining to the Transfer (“Third Party Terms”"THIRD PARTY TERMS"); and (iii) the number of shares of Common Stock Restricted Shares and Vested Options that the Acquiring Carlyle Stockholder elects each Management Stockholder to sell in the Transfer. The Bring-Along Notices shall be given at least five (5) days before the closing of the proposed Transfer. (c) Upon the giving of a Bring-Along Notice, each Management Stockholder shall be obligated to sell the number of shares of Common Stock Restricted Shares and Vested Options set forth in each Management Stockholder’s 's Bring-Along Notice on the Third Party Terms. (d) At the closing of the Transfer to any Third Party Purchaser(s) pursuant to this Section 23, the Third Party Purchaser(s) shall remit to the Management Stockholder the consideration for the total sales price of the Common Stock and Vested Options held by the Management Stockholder sold pursuant hereto minus MINUS any consideration to be escrowed or otherwise held back in accordance with the Third Party Terms, and minus MINUS the aggregate exercise price of any Vested Options being Transferred by the Management Stockholder to the Third Party Purchaser(s), against delivery by the Management Stockholder of certificates for Common Stock, duly endorsed for Transfer or with duly executed stock powers and an instrument evidencing the transfer or the cancellation of the Vested Options subject to the Bring-Along Right reasonably acceptable to the Company, and the compliance by the Management Stockholder with any other conditions to closing generally applicable to the Acquiring Carlyle Stockholder(s) and all other holders of Common Stock selling shares in such the transaction. (e) Notwithstanding any of the foregoing, if the Management Stockholder is established, resident or domiciled in The Netherlands (a “Netherlands Management Stockholder”), neither the Common Stock nor Options held by any such Management Stockholder shall be subject to the Bring-Along Right set forth in this Section 2 unless and until the Third Party Purchaser holds, directly or indirectly, at least a majority of the equity ownership and the voting rights of the Common Stock.

Bring-Along Rights. (a) If any Acquiring Stockholder at any timeIf, by vote or from time to timewritten consent, in one transaction or a series of related transactions, proposes to Transfer shares of Common Stock to one or more Persons that is (i) not an Affiliate the Board of such Acquiring Stockholder or Directors, (ii) is an Operating Affiliate the holders of at least a majority of the voting power (for such purposes an Operating Affiliate will not be deemed to be an Affiliate) (both (i) and (ii) being a “Third Party Purchaser”), then determined as set forth in the Acquiring Stockholder(s) shall have the right (a “Bring-Along Right”), but not the obligation, and subject to the provision third sentence of Section 2(eA.6(a) below, to require each Management Stockholder to tender for purchase to the Third Party Purchaser, on the same terms and conditions as apply to the selling Acquiring Stockholder(s), all or any portion of a number of shares of Common Stock and Options (including any Options that vest as a result Article III of the consummation of the Transfer to the Third Party PurchaserCertificate) that, in the aggregate, equal the lesser of (A) the number derived by multiplying (1) the total number of shares of Common Stock owned by the Management Stockholder (including shares of Common Stock issuable in respect of all Options held by any Management Stockholder, whether or not exercised, and including any Options that vest as a result of the consummation of the Transfer to the Third Party Purchaser); by (2) a fraction, the numerator of which is the total number of shares of Common Stock to be sold by the Acquiring Stockholder(s) in connection with the transaction or series of related transactions and the denominator of which is the total number of the then outstanding shares of Common Stock held the Series A Preferred Stock, voting or consenting as a separate class, (iii) the holders of at least two-thirds of the voting power (determined as set forth in the third sentence of Section A.6(a) of Article III of the Certificate) of the then outstanding shares of the B Preferred Stock, voting or consenting together as a separate class, and (iv) the holders of at least fifty-five percent (55%) of the voting power (determined as set forth in the third sentence of Section A.6(a) of Article III of the Certificate) of the then outstanding shares of the Senior C Preferred Stock, voting or consenting together as a separate class (the holders referred to in the foregoing clauses (ii), (iii) and (iv) of this Section 3.14(a) being referred to herein, collectively, as the "Approving Investors"), approve a change of control of the Corporation pursuant to which any bona fide unaffiliated third party proposes to acquire all or substantially all of the assets or all or substantially all of the capital stock of the Corporation, whether by purchase, merger, consolidation, share exchange, sale of assets, exclusive license or otherwise (an "Approved Sale"), the Approving Investors shall provide all Acquiring Stockholder(s); other Investors who are not Approving Investors and each Original Stockholder (collectively, the "Remaining Stockholders") at least ten (10) days advance notice of such Approved Sale, which notice shall include a reasonably detailed description of the Approved Sale, including the proposed time and place of closing, the consideration to be received by the Remaining Stockholders, and any other material terms. For the avoidance of doubt, in the event that any Canadian Investor is not an Approving Investor, such Canadian Investor shall be deemed a Remaining Stockholder for the purposes of this Section 3.14. The Remaining Stockholders shall consent to, vote for and raise no objections to the Approved Sale, and (i) the Remaining Stockholders shall waive any dissenters rights, appraisal rights or similar rights, if any, in connection with such merger, consolidation or asset sale, or (Bii) if the number Approved Sale is structured as a sale of the stock of the Corporation, the Remaining Stockholders shall agree to sell all of their shares of Common Stock as capital stock of the Acquiring Stockholder(s) shall designate Corporation on the terms and conditions approved by the Approving Investors, provided such terms do not provide that the Remaining Stockholders would receive less than the amount that would be distributed to such Remaining Stockholders in the Bring-Along Notice (as defined below)event the proceeds of the Approved Sale were distributed in accordance with the Restated Certificate; provided, however, that in the event that (a) any Canadian Investor is a Remaining Stockholder and (b) such Canadian Investor has not exercised the Put Right, then such Canadian Investor shall agree to sell all Bringof its shares of capital stock of ABI Canada on the terms and conditions approved by the Approving Investors. The Remaining Stockholders shall take all reasonably necessary and desirable actions requested by the Approving Investors in connection with the consummation of the Approved Sale, including the execution of such agreements and such instruments (collectively, the "Sale Documents") and other actions reasonably necessary to (i) effectuate the Approved Sale, including (only in the case that a third party requires both the Corporation and all of the Approving Investors and the Remaining Stockholders to individually sign such Sale Documents) making such customary representations, warranties, indemnities, covenants, conditions, escrow agreements and other customary agreements relating to such Approved Sale (provided that each Remaining Stockholder's aggregate liability pursuant to the Sale Documents or otherwise in connection with the Approved Sale shall be limited to the value of the consideration received by each such Remaining Stockholder on account of the Approved Sale) and (ii) effectuate the agreed-Along Rights will be exercised on a pro rata basis among upon allocation and distribution of the Management Stockholders based aggregate consideration upon their relative holdings of Common Stock and Optionsthe Approved Sale. (b) If any Acquiring Stockholder elects Each of the Remaining Stockholders hereby appoints, for so long as the provisions of Section 3.14(a) hereof remain in effect, the Approving Investor that holds shares of Preferred Stock that, collectively, represent the largest amount of voting power (determined as set forth in the third sentence of Section A.6(a) of Article III of the Certificate) as compared to exercise its Bring-Along Right under this the voting power (determined as set forth in the third sentence of Section 2 A.6(a) of Article III of the Certificate) of the shares of Preferred Stock then held by each other Approving Investors, as such Remaining Stockholder's attorney and proxy with full power of substitution, to vote, and otherwise act (by written consent or otherwise) with respect to the Restricted Shares held by the Management Stockholders and/or Options held by the Management Stockholders, the Acquiring Stockholder shall notify each Management Stockholder in writing (collectively, the “Bring-Along Notices”). Each Bring-Along Notice shall set forth: (i) the name capital stock of the Third Party Purchaser(s) Corporation owned by such Remaining Stockholder, solely on the matters and the number of shares of Common Stock proposed to be sold by the Acquiring Stockholder to the Third Party Purchaser(s); (ii) the proposed amount and form of consideration and terms and conditions of payment offered by the Third Party Purchaser(s) and a summary of any other material terms pertaining to the Transfer (“Third Party Terms”); and (iii) the number of shares of Common Stock and Options that the Acquiring Stockholder elects each Management Stockholder to sell in the Transfer. The Bring-Along Notices shall be given at least five (5manner specified in Section 3.14(a) days before the closing of the proposed Transferhereof. (c) Upon THE PROXIES AND POWER OF ATTORNEY GRANTED PURSUANT TO THE ABOVE PARAGRAPH ARE IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Remaining Stockholder hereby revokes all other proxies and powers of attorney on the giving matters specified in Section 3.14(a) hereof with respect to the shares of capital stock of the Corporation which such Remaining Stockholder may have heretofore appointed or granted, and no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by such Remaining Stockholder with respect thereto. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of each Remaining Stockholder and any obligation of a Bring-Along Notice, each Management Remaining Stockholder under this Agreement shall be obligated to sell binding upon the number heirs, personal representatives and successors of shares of Common Stock and Options set forth in each Management such Remaining Stockholder’s Bring-Along Notice on the Third Party Terms. (d) At the closing of the Transfer to any Third Party Purchaser(s) pursuant to this Section 2, the Third Party Purchaser(s) shall remit to the Management Stockholder the consideration for the Common Stock and Options held by the Management Stockholder sold pursuant hereto minus any consideration to be escrowed or otherwise held back in accordance with the Third Party Terms, and minus the aggregate exercise price of any Options being Transferred by the Management Stockholder to the Third Party Purchaser(s), against delivery by the Management Stockholder of certificates for Common Stock, duly endorsed for Transfer or with duly executed stock powers and an instrument evidencing the transfer or the cancellation of the Options subject to the Bring-Along Right reasonably acceptable to the Company, and the compliance by the Management Stockholder with any other conditions to closing generally applicable to the Acquiring Stockholder(s) and all other holders of Common Stock selling shares in such transaction. (e) Notwithstanding any of the foregoing, if the Management Stockholder is established, resident or domiciled in The Netherlands (a “Netherlands Management Stockholder”), neither the Common Stock nor Options held by any such Management Stockholder shall be subject to the Bring-Along Right set forth in this Section 2 unless and until the Third Party Purchaser holds, directly or indirectly, at least a majority of the equity ownership and the voting rights of the Common Stock.

Bring-Along Rights. (a) If Holdings LLC (or, following any Acquiring Stockholder liquidation or dissolution of Holdings LLC, holders of 51% or more of the outstanding shares of Dex Capital Stock) (such party, the "Seller Party") at any time, or from time to time, in one transaction or a series of related transactions, proposes to Transfer shares of Common Dex Capital Stock (or rights to acquire Dex Capital Stock) to one or more Persons that is (i) not an Affiliate of such Acquiring Stockholder or (ii) is an Operating Affiliate (for such purposes an Operating Affiliate will not be deemed to be an Affiliate) (both (i) and (ii) being a “"Third Party Purchaser”"), then the Acquiring Stockholder(s) Seller Party shall have the right (a “"Bring-Along Right”"), but not the obligation, and subject to the provision of Section 2(e) below, to require each Management Stockholder to tender for purchase to the Third Party Purchaser, on the same terms and conditions as apply to the selling Acquiring Stockholder(s)Seller Party, all or any portion of a number of shares of Common Stock Restricted Shares and Vested Options (including any Options options that vest as a result of the consummation of the Transfer to the Third Party Purchaser) that, in the aggregate, equal the lesser of (A) the number derived by multiplying (1) the total number of shares of Common Stock Restricted Shares owned by the Management Stockholder (including shares of Common Stock Restricted Shares issuable in respect of all Vested Options held by any the Management Stockholder, Stockholder whether or not exercised, exercised and including any Options options that vest as a result of the consummation of the Transfer to the Third Party Purchaser); by (2) a fraction, the numerator of which is the total number of shares of Common Dex Capital Stock to be sold by the Acquiring Stockholder(s) Seller Party in connection with the transaction or series of related transactions and the denominator of which is the total number of the then outstanding shares of Common Dex Capital Stock and Vested Options held by all Acquiring Stockholder(s)the Seller Party; or (B) the number of shares of Common Stock as the Acquiring Stockholder(s) Seller Party shall designate in the Bring-Along Notice (as defined below); provided, however, all Bring-Along Rights will be exercised on a pro rata basis among the Management Stockholders based upon their relative holdings of Common Stock and Options. (b) If any Acquiring Stockholder the Seller Party elects to exercise its Bring-Along Right under this Section 2 3 with respect to the Restricted Shares held by the Management Stockholders and/or Options held by the Management Stockholders, the Acquiring Stockholder Seller Party shall notify each Management Stockholder in writing (collectively, the “"Bring-Along Notices”"). Each Bring-Along Notice shall set forth: (i) the name of the Third Party Purchaser(s) and the number of shares of Common Stock proposed to be sold by the Acquiring Stockholder to the Third Party Purchaser(s); (ii) the proposed amount and form of consideration and terms and conditions of payment offered by the Third Party Purchaser(s) and a summary of any other material terms pertaining to the Transfer (“"Third Party Terms”"); and (iiiii) the number of shares of Common Stock Restricted Shares and Vested Options that the Acquiring Stockholder Seller Party elects each Management Stockholder to sell in the Transfer. The Bring-Along Notices shall be given at least five (5) days before the closing of the proposed Transfer. (c) Upon the giving of a Bring-Along Notice, each Management Stockholder shall be obligated to sell the number of shares of Common Stock and Options set forth in each Management Stockholder’s Bring-Along Notice on the Third Party Terms. (d) At the closing of the Transfer to any Third Party Purchaser(s) pursuant to this Section 2, the Third Party Purchaser(s) shall remit to the Management Stockholder the consideration for the Common Stock and Options held by the Management Stockholder sold pursuant hereto minus any consideration to be escrowed or otherwise held back in accordance with the Third Party Terms, and minus the aggregate exercise price of any Options being Transferred by the Management Stockholder to the Third Party Purchaser(s), against delivery by the Management Stockholder of certificates for Common Stock, duly endorsed for Transfer or with duly executed stock powers and an instrument evidencing the transfer or the cancellation of the Options subject to the Bring-Along Right reasonably acceptable to the Company, and the compliance by the Management Stockholder with any other conditions to closing generally applicable to the Acquiring Stockholder(s) and all other holders of Common Stock selling shares in such transaction. (e) Notwithstanding any of the foregoing, if the Management Stockholder is established, resident or domiciled in The Netherlands (a “Netherlands Management Stockholder”), neither the Common Stock nor Options held by any such Management Stockholder shall be subject to the Bring-Along Right set forth in this Section 2 unless and until the Third Party Purchaser holds, directly or indirectly, at least a majority of the equity ownership and the voting rights of the Common Stock.

Bring-Along Rights. (a) If In connection with any Acquiring Stockholder at any timeproposed Company Sale, or from time to time, in one transaction or a series of related transactions, proposes to Transfer shares of Common Stock to one or more Persons that is (i) not an Affiliate of such Acquiring Stockholder or (ii) is an Operating Affiliate (for such purposes an Operating Affiliate will not be deemed to be an Affiliate) (both (i) and (ii) being a “Third Party Purchaser”), then the Acquiring Stockholder(s) Carlyle Stockholders shall have the right (a “Bring-Along Right”), but not the obligation, and subject to the provision of Section 2(e) belowcause all, to require each Management Stockholder but not less than all, Wesco Stockholders to tender for purchase to the Third Party PurchaserPurchaser in such Company Sale, on the same terms and conditions as apply to the selling Acquiring Stockholder(s), all or any portion of a number of shares of Common Stock and Options (including any Options that vest as a result Common Stock issuable upon exercise of Vested Options) equaling the consummation of the Transfer to the Third Party Purchaser) that, in the aggregate, equal the lesser of (A) the number amount derived by multiplying (1i) the total number of shares of Common Stock owned proposed to be purchased by the Management Stockholder (including shares of Common Stock issuable in respect of all Options held by any Management Stockholder, whether or not exercised, and including any Options that vest as a result of the consummation of the Transfer to the Third Party Purchaser); Purchaser by (2ii) a fraction, the numerator of which is the total number of shares of Common Stock held by such Wesco Stockholder (which shall, for the purpose of this Section 4(a), be deemed to be sold include all Common Stock issuable upon exercise of all Vested Options held by the Acquiring Stockholder(ssuch Wesco Stockholder and any restricted shares of Common Stock held by such Wesco Stockholder) in connection with the transaction or series of related transactions and the denominator of which is the total number of the then outstanding shares of Common Stock held by (which shall, for the purpose of this Section 4(a), be deemed to include all Acquiring Stockholder(s); or (B) the number Common Stock issuable upon exercise of all Vested Options then outstanding and all restricted shares of Common Stock as the Acquiring Stockholder(s) shall designate in the Bring-Along Notice (as defined belowthen outstanding); provided, however, all Bring-Along Rights will be exercised on a pro rata basis among the Management Stockholders based upon their relative holdings of Common Stock and Options. (b) If any Acquiring Any Carlyle Stockholder that elects to exercise its Bring-Along Right under this Section 2 with respect to the Restricted Shares held by the Management Stockholders and/or Options held by the Management Stockholders, the Acquiring Stockholder shall so notify each Management Stockholder in writing of the Wesco Stockholders pursuant to a written notice (collectivelyeach, the a “Bring-Along NoticesNotice”)) delivered to the Wesco Stockholders at least twenty (20) Business Days prior to the date on which the Carlyle Stockholder expects the proposed Company Sale that triggered such Bring-Along Right to be consummated. Each Bring-Along Notice shall set forth: (i) the name of the Third Party Purchaser(s) Purchaser and the number of shares amount of Common Stock proposed to be sold purchased by the Acquiring Stockholder to the such Third Party Purchaser(s); Purchaser, (ii) the proposed amount and form of consideration and the terms and conditions of payment offered by the Third Party Purchaser(s) Purchaser and a summary of any other material terms pertaining to the Transfer (“Third Party Terms”); , together with a copy of any written documents constituting the offer or proposal of the Third Party Purchaser and (iii) the number of shares of Common Stock and and/or Vested Options that the Acquiring such Wesco Stockholder elects each Management Stockholder is required to sell in pursuant to the Transfer. The Bring-Along Notices Right; provided, however, that the aggregate consideration payable for Vested Options sold to a Third Party Purchaser pursuant to the Bring-Along Right shall be given at least five (5i) days before the closing aggregate consideration payable with respect to the Common Stock issuable upon exercise of such Vested Options, minus (ii) the proposed Transferaggregate exercise price payable upon the exercise of such Vested Options. The terms and conditions applicable to such purchase and sale of any shares of Common Stock and Vested Options purchased from any Wesco Stockholder pursuant to this Section 4 shall otherwise be the same as the terms and conditions applicable to such Carlyle Stockholders, including the timing of purchase, sale and payment. (c) Upon the giving receipt of a Bring-Along Notice, each Management Stockholder shall be obligated to sell the number of shares of Common Stock and Vested Options required to be sold by such Stockholder as set forth in each Management Stockholder’s the Bring-Along Notice on the Third Party Terms, on the terms and subject to the conditions generally applicable to all Stockholders selling to the Third Party Purchaser in connection with such transaction(s) and subject to the consummation of such transaction(s) in accordance with their terms. (d) At the closing of the Transfer to any Third Party Purchaser(s) Purchaser pursuant to this Section 24, the Third Party Purchaser(s) Purchaser shall remit to the Management each Stockholder the consideration for the Common Stock and Vested Options held to be sold by such Stockholder (less any portion of the Management Stockholder sold pursuant hereto minus any consideration to be escrowed or otherwise held back in accordance with the Third Party Terms; provided, however, that such escrow or hold back is pro rata among all Stockholders and minus the aggregate exercise price of any Options being Transferred by the Management Stockholder to the Third Party Purchaser(sother parties selling securities in such transaction), against delivery by the Management such Stockholder of the certificates for (if any) representing such Common Stock, duly endorsed for Transfer or with duly executed stock powers or similar instruments, and an instrument evidencing the transfer such other instruments of Transfer or the acknowledgments of cancellation of any Vested Options to be sold by such Stockholder, in each case, as may be reasonably requested by the Options subject to the Bring-Along Right reasonably acceptable to Third Party Purchaser and the Company, and the compliance by the Management such Stockholder with any other conditions to closing generally applicable to the Acquiring Stockholder(s) and all other holders of Stockholders selling Common Stock selling shares in such transaction; provided, no such condition shall require such Stockholder to undertake or agree to bear joint and several liability with any other party thereto or to bear more than such Stockholder’s proportionate share of any indemnification obligations. (e) Notwithstanding any of the foregoing, if the Management Stockholder is established, resident or domiciled in The Netherlands (a “Netherlands Management Stockholder”), neither the Common Stock nor Options held by any such Management Stockholder shall be subject to the Bring-Along Right set forth in this Section 2 unless and until the Third Party Purchaser holds, directly or indirectly, at least a majority of the equity ownership and the voting rights of the Common Stock.

Bring-Along Rights. (a) If any Acquiring a Principal Stockholder at any time, or from time to time, in one transaction or a series of related transactions, proposes to Transfer shares of Common Stock Restricted Shares to one or more Persons persons that is are not Affiliates of the Principal Stockholders (i) not an Affiliate of such Acquiring Stockholder or (ii) is an Operating Affiliate (for such purposes an Operating Affiliate will not be deemed to be an Affiliate) (both (i) and (ii) being a “Third Party Purchaser”), then the Acquiring Stockholder(s) such Principal Stockholder shall have the right (a “Bring-Along Right”), but not the obligation, and subject to the provision of Section 2(e) below, to require each of the Other Stockholders, the Management Stockholder and each of their respective successors and assigns through Transfers permitted hereunder or otherwise (each a “Required Seller” and collectively, the “Required Sellers”) to tender for purchase to the Third Party Purchaser, on the same terms and conditions as apply to the selling Acquiring Stockholder(s)Principal Stockholders, all or any portion of a number of shares of Common Stock and Options (including any Options that vest as a result of the consummation of the Transfer to the Third Party Purchaser) Restricted Shares that, in the aggregate, equal equals the lesser of (A) the number derived by multiplying (1) the total number of shares Restricted Shares of Common Stock such class owned by the Management Stockholder (including shares of Common Stock issuable in respect of all Options held by any Management Stockholder, whether or not exercised, and including any Options that vest as a result of the consummation of the Transfer to the Third Party Purchaser)such Required Sellers; by (2) a fraction, the numerator of which is the total number of shares Restricted Shares of Common Stock such class to be sold by the Acquiring Stockholder(s) Principal Stockholders in connection with the transaction or series of related transactions and the denominator of which is the total number of the then outstanding shares of Common Stock Restricted Shares held by all Acquiring Stockholder(s)Principal Stockholders; or (B) the number of shares Restricted Shares of Common Stock such class as the Acquiring Stockholder(s) a Principal Stockholder shall designate in the Bring-Along Notice (as defined below). Notwithstanding the foregoing, the obligation of the Required Sellers with respect to the Bring-Along Rights are subject to the satisfaction of the following conditions: (i) all holders of a class of securities receive the same consideration per share, and to the extent that any such holder is provided an election as to the form or type of consideration to be received, all holders of such class of security are provided the same election, (ii) none of the Required Sellers shall be required to make any representations or warranties with respect to the Principal Stockholders or any other Required Seller; provided, however, all Bring-Along Rights will that this clause (ii) shall not be exercised deemed to prohibit the Required Sellers from being responsible (through indemnification provisions or otherwise) for any representations, warranties and agreements made on a pro rata basis among behalf of the Management Stockholders based upon their relative holdings Company so long as the conditions contained in clauses (iv) and (v) below are satisfied, (iii) none of Common Stock the Required Sellers shall be required to make any representations or warranties with respect to such Required Seller beyond its power and Optionsauthority to sell the Restricted Securities owned by such Required Seller and its title to the Restricted Securities owned by such Required Seller, (iv) none of the Required Sellers shall have any indemnification obligation with respect to any class of securities sold in such transaction which is disproportionate with the indemnity obligations of Principal Stockholders, and (v) none of the Required Sellers shall have any indemnification obligation with the respect to any representations, warranties and agreements made on behalf of the Company in excess of the net proceeds received by such Required Seller in such transaction. (b) If any Acquiring a Principal Stockholder elects to exercise its Bring-Along Right under this Section 2 9 with respect to the Restricted Shares held by any of the Management Stockholders and/or Options held by the Management StockholdersRequired Sellers, the Acquiring such Principal Stockholder shall notify each Management Stockholder such Required Sellers in writing (collectively, the “Bring-Along NoticesNotice”). Each Bring-Along Notice shall set forth: (i) the name of the Third Party Purchaser(s) and the number of shares of Common Stock proposed to be sold by the Acquiring Stockholder to the Third Party Purchaser(s); (ii) the proposed amount and form of consideration and terms and conditions of payment offered by the Third Party Purchaser(s) and a summary of any other material terms pertaining to the Transfer (“Third Party Terms”); and (iiiii) the number of shares of Common Stock and Options Restricted Shares that the Acquiring Principal Stockholder elects each Management Stockholder such Required Sellers to sell in the Transfer. The Bring-Along Notices Notice shall be given at least five (5) ten days before the closing of the proposed Transfer. (c) Upon the giving receipt of a Bring-Along Notice, each Management Stockholder the Required Sellers shall be obligated to sell the number of shares of Common Restricted Shares and Stock and Options set forth in each Management Stockholder’s its Bring-Along Notice on the Third Party Terms. (d) At the closing of the Transfer to any Third Party Purchaser(s) pursuant to this Section 29, the Third Party Purchaser(s) shall remit to the Management Stockholder Principal Stockholders and the Required Sellers the consideration for the Common Stock and Options total sales price of the Restricted Shares held by the Management Stockholder Principal Stockholders and the Required Sellers sold pursuant hereto minus any consideration to be escrowed or otherwise held back in accordance with the Third Party Terms, and minus Terms (the aggregate exercise price of any Options being Transferred by “Holdback Amount”) (which Holdback Amount shall be allocated pro rata among the Management Stockholder to the Third Party Purchaser(s), against delivery by the Management Stockholder of certificates for Common Stock, duly endorsed for Transfer or with duly executed stock powers and an instrument evidencing the transfer or the cancellation of the Options subject to the Bring-Along Right reasonably acceptable to the Company, Principal Stockholders and the compliance by Required Sellers based on the Management Stockholder with any other conditions to closing generally applicable to the Acquiring Stockholder(s) and all other holders number of Common Stock selling shares in such transaction. (e) Notwithstanding any of the foregoing, if the Management Stockholder is established, resident or domiciled in The Netherlands (a “Netherlands Management Stockholder”), neither the Common Stock nor Options Restricted Shares held by any such Management Stockholder shall be subject to the Bring-Along Right set forth in this Section 2 unless and until the Third Party Purchaser holds, directly or indirectly, at least a majority of the equity ownership and the voting rights of the Common Stockeach).

Bring-Along Rights. (a) If any Acquiring Stockholder at any time, one or from time to timemore Carlyle Stockholders, in one transaction or a series of related transactionstransactions that would constitute both a Company Sale and a Change in Control (as defined in the Company Rollover Stock Plan), proposes propose(s) to Transfer shares of Common Stock any Securities to one or more Persons that is (i) not other than an Affiliate of the Carlyle Stockholders (each such Acquiring Stockholder or (ii) is an Operating Affiliate (for such purposes an Operating Affiliate will not be deemed to be an Affiliate) (both (i) and (ii) being Person, a “Third Party Purchaser”), then the Acquiring Stockholder(s) Carlyle Stockholders shall have the right (a “Bring-Along Right”), but not the obligation, and subject to the provision of Section 2(e) below, to require each Management Executive Stockholder that is an Executive Stockholder both upon receipt of the Bring-Along Notice (defined below) and upon the closing of the proposed Transfer to tender for purchase sell to the Third Party PurchaserPurchaser(s), on the same terms Same Terms and conditions Conditions as apply to the selling Acquiring Stockholder(s)Carlyle Stockholders exercising their Bring-Along Right, all or any portion of a that number of shares of Common Stock and Options Securities equal to (including any Options that vest as a result of the consummation of the Transfer to the Third Party Purchaser) that, in the aggregate, equal the lesser of (A) the number derived by multiplying (1i) the total number of shares of Common Stock Securities owned by the Management such Executive Stockholder (including shares of Common Stock issuable in respect of all Options held by any Management Stockholder, whether or not exercised, and including any Options that vest as a result of the consummation of the Transfer to the Third Party Purchaser); multiplied by (2ii) a fraction, (A) the numerator of which is the total number of shares of Common Stock Securities to be sold by the Acquiring Stockholder(s) Carlyle Stockholders in connection with the such transaction or series of related transactions and (B) the denominator of which is the total number of the then outstanding shares of Common Stock Securities collectively held by all Acquiring Stockholder(s); or Carlyle Stockholders. Notwithstanding anything to the contrary in this Section 4, if the Carlyle Stockholders require an Executive Stockholder to sell any Company Options issued under the Company Rollover Stock Plan to a Third Party Purchaser pursuant to this Section 4, such Executive Stockholder (Band, if applicable, a Permitted Transferee and/or Related Trust of such Executive Stockholder) the shall also sell, for no additional consideration, a corresponding number of shares of Common Company Special Voting Stock as the Acquiring Stockholder(s) shall designate in the Bring-Along Notice (as defined below); provided, however, all Bring-Along Rights will be exercised on a pro rata basis among the Management Stockholders based upon their relative holdings of Common Stock and Optionsto such Third Party Purchaser. (b) If any Acquiring Stockholder elects to exercise its Any Carlyle Stockholders exercising their Bring-Along Right under this Section 2 with respect to the Restricted Shares held by the Management Stockholders and/or Options held by the Management Stockholders, the Acquiring Stockholder 4 shall notify each Management Stockholder in writing deliver a written notice (collectively, the a “Bring-Along NoticesNotice”)) to each Executive Stockholder. Each The Bring-Along Notice shall set forth: (i) the name of the Third Party Purchaser(s) and the number of shares of Common Stock Securities proposed to be sold by the Acquiring Stockholder Carlyle Stockholders to the such Third Party Purchaser(s); (ii) the proposed amount and form of consideration and material terms and conditions of payment offered to such Executive Stockholder by the Third Party Purchaser(s) and a summary of any other material terms pertaining to the Transfer (the “Third Party Terms”); and (iii) the number of shares of Common Stock and Options Securities that the Acquiring such Executive Stockholder elects each Management Stockholder shall be required to sell in the Transfersuch Transfer (as determined in accordance with Section 4(a) above). The Bring-Along Notices Notice shall be given at least five fifteen (515) days Business Days before the closing of the proposed Transfer. (c) Upon the giving each Executive Stockholder’s receipt of a Bring-Along Notice, each Management such Executive Stockholder shall be obligated to sell the such number of shares of Common Stock and Options Securities as is set forth in each Management Stockholder’s the Bring-Along Notice on the Third Party Terms; provided, however, that no Executive Stockholder shall be required to bear more than such Executive Stockholder’s pro rata share (determined based on the number of Securities sold in the transactions contemplated by the Bring-Along Notice) of all liabilities for the representations, warranties and other obligations incurred in connection with the transactions contemplated by the Bring-Along Notice (other than with respect to representations and warranties relating to the ownership of such Executive Stockholder’s Securities or otherwise relating solely to such Executive Stockholder). (d) At the closing of the Transfer to any Third Party Purchaser(s) pursuant to this Section 24, the Third Party Purchaser(s) shall remit to the Management each Executive Stockholder (i) the consideration (as reduced by Section 4(g)) for the Common Stock and Options Securities held by the Management such Executive Stockholder and being sold pursuant hereto hereto, minus (ii) such Executive Stockholder’s pro rata portion of any consideration to be escrowed placed in escrow or otherwise held back in accordance with the Third Party Terms, and minus (iii) the aggregate exercise price of any Company Options being Transferred by the Management such Executive Stockholder to the such Third Party Purchaser(s), against transfer of such Securities, free and clear of all liens and encumbrances, by delivery by the Management such Executive Stockholder of (A) certificates for Common Stocksuch Securities, duly endorsed for Transfer or with duly executed stock powers reasonably acceptable to the Company and such Third Party Purchaser(s) and/or (B) an instrument evidencing the transfer Transfer or the cancellation of the Company Options subject to the Bring-Along Right reasonably acceptable to the CompanyCompany and such Third Party Purchaser(s), and the compliance by the Management such Executive Stockholder with any other conditions to closing or payment of consideration generally applicable to the Acquiring Stockholder(s) Carlyle Stockholders and all other Stockholders selling Securities in such transaction. In the event that the proposed Transfer to such Third Party Purchaser is not consummated, the Bring-Along Right shall continue to be applicable to any proposed subsequent Transfer of Securities by the Carlyle Stockholders pursuant to this Section 4. (e) In the event that any Carlyle Stockholders exercise their rights pursuant to this Section 4 or a Company Sale is approved by the Board and the holders of Common Stock selling shares a majority of the then-outstanding Voting Shares, each Executive Stockholder shall consent to and raise no objections against such transaction, and shall take all actions that the Board and/or the applicable Carlyle Stockholders reasonably deem necessary or desirable in connection with the consummation of such transaction; provided, that (x) the acquisition of the Securities held by each Executive Stockholder in connection with such transaction shall be on the Same Terms and Conditions as the acquisition of the Securities held by the Carlyle Stockholders in connection with such transaction and (y) no Executive Stockholder shall be required to bear more than such Executive Stockholder’s pro rata share (determined based on the number of Securities sold in connection with such Company Sale) of all liabilities of the Stockholders for the representations, warranties and other obligations incurred in connection with such Company Sale (other than with respect to representations and warranties relating to the ownership of such Executive Stockholder’s Securities or otherwise relating solely to such Executive Stockholder). Without limiting the generality of the foregoing, each Executive Stockholder agrees, subject to the foregoing proviso, that it shall (i) consent to and raise no objections against such transaction; (ii) execute any purchase agreement, merger agreement or other agreement in connection with such transaction setting forth the terms and conditions of such transaction and any ancillary agreement with respect thereto; (iii) vote any Voting Shares held by such Executive Stockholder in favor of such transaction (including, without limitation, executing a written consent of stockholders approving such transaction); and (iv) refrain from the exercise of appraisal rights with respect to such transaction. (ef) Notwithstanding any If the Company or the holders of the foregoingCompany’s securities enter into any transaction for which Rule 506 (or any similar rule then in effect) promulgated under the Securities Act may be available (including, without limitation, a merger, consolidation or other reorganization), each Executive Stockholder shall, if requested by the Management Company, appoint a purchaser representative (as such term is defined in Rule 501 of the Securities Act) reasonably acceptable to the Company. If such purchaser representative was designated by the Company, the Company shall pay the fees and expenses of such purchaser representative, but if any Individual Stockholder is establishedappoints another purchaser representative, resident or domiciled in The Netherlands (a “Netherlands Management Stockholder”), neither the Common Stock nor Options held by any such Management Individual Stockholder shall be subject to responsible for the Bring-Along Right set forth in this Section 2 unless fees and until the Third Party Purchaser holds, directly or indirectly, at least a majority expenses of the equity ownership and the voting rights purchaser representative so appointed. (g) Each Stockholder shall bear its pro rata share of the Common Stockfees, costs and expenses of any Company Sale or other transaction (pursuant to this Agreement or otherwise) in which it sells Securities.

Bring-Along Rights. (a) If any Acquiring Stockholder the Frio Stockholders at any time, or from time to time, in one transaction or a series of related transactions, proposes propose to Transfer shares any class of Common Stock Equity Securities (or rights to acquire Equity Securities ) to one or more Persons that is (i) not an Affiliate of such Acquiring Stockholder or (ii) is an Operating Affiliate (for such purposes an Operating Affiliate will not be deemed to be an Affiliate) (both (i) and (ii) being a “Third Party Purchaser”), then the Acquiring Stockholder(s) Frio Stockholders shall have the right (a “Bring-Along Right”), but not the obligation, and subject to the provision of Section 2(e) below, to require each Management Stockholder to tender for purchase to the Third Party Purchaser, on the same terms and conditions as apply to the selling Acquiring Stockholder(s)Frio Stockholders, all or any portion of a number of shares Restricted Shares of such class and, in the case of a Transfer of Common Stock and Stock, Vested Options (including any Options options that vest as a result of the consummation of the Transfer to the Third Party Purchaser) that, in the aggregate, equal the lesser of (A) the number derived by multiplying (1) the total number of shares Restricted Shares of Common Stock such class owned by the Management Stockholder (including in the case of a Transfer of Common Stock, shares of Common Stock issuable in respect of all Vested Options held by any the Management Stockholder, Stockholder whether or not exercised, exercised and including any Options options that vest as a result of the consummation of the Transfer to the Third Party Purchaser); by (2) a fraction, the numerator of which is the total number of shares of Common Stock Equity Securities of such class to be sold by the Acquiring Stockholder(s) Frio Stockholders in connection with the transaction or series of related transactions and the denominator of which is the total number of the then outstanding Equity Securities of such class (including shares issuable upon the exercise of Common Stock rights to acquire Equity Securities of such class) held by all Acquiring Stockholder(s)the Frio Stockholders; or (B) the number of shares of Common Stock as the Acquiring Stockholder(s) Frio Stockholders shall designate in the Bring-Along Notice (as defined below); provided. Notwithstanding the foregoing, however, all the obligation of the Management Stockholders with respect to the Bring-Along Rights will are subject to the satisfaction of the following conditions: (i) all holders of a class of securities receive the same consideration per share, and to the extent that any such holder is provided an election as to the form or type of consideration to be exercised on a pro rata basis among received, all holders of such class of security are provided the same election, (ii) each of the Management Stockholders based will be given an opportunity to exercise all of such Management Stockholder’s stock options that are vested and exercisable as of the date of the consummation of the transaction which is the subject of such Bring-Along Notice and participate in such sale as Holders of such class and type of securities issuable upon their relative holdings exercise of Common such vested stock options, (iii) the Management Stockholders shall not be required to make any representations, warranties, indemnities or other agreements which are different from those made by the Frio Stockholders, (iv) no Management Stockholder shall have any indemnification obligation with respect to any class of securities sold in such transaction which is disproportionate with the indemnity obligations of other selling stockholders holding securities of the same class, (v) no Management Stockholder shall have any indemnification obligation in excess of the net proceeds received by such Management Stockholder in such transaction and (vi) the holders of Preferred Stock and Optionsdo not receive consideration in an amount per share in excess of the amount that each share of Preferred Stock would be entitled to receive in connection with a liquidation of the Company as of the date of the applicable Transfer. (b) If any Acquiring Stockholder elects the Frio Stockholders elect to exercise its their Bring-Along Right under this Section 2 6 with respect to the Restricted Shares held by the Management Stockholders and/or Options held by the Management Stockholders, the Acquiring Stockholder Frio Stockholders shall notify each Management Stockholder in writing (collectively, the “Bring-Along Notices”). Each Bring-Along Notice shall set forth: (i) the name of the Third Party Purchaser(s) and the number of shares of Common Stock proposed to be sold by the Acquiring Stockholder to the Third Party Purchaser(s); (ii) the proposed amount and form of consideration and terms and conditions of payment offered by the Third Party Purchaser(s) and a summary of any other material terms pertaining to the Transfer (“Third Party Terms”); and (iiiii) the number of shares of Common Stock Restricted Shares and Vested Options that the Acquiring Stockholder elects Frio Stockholders elect each Management Stockholder to sell in the Transfer. The Bring-Along Notices shall be given at least five (5) days before the closing of the proposed Transfer. (c) Upon the giving of a Bring-Along Notice, each Management Stockholder shall be obligated to sell the number of shares of Common Stock Restricted Shares and Vested Options set forth in each Management Stockholder’s Bring-Along Notice on the Third Party Terms; provided, that the Frio Stockholders may require a Management Stockholder to exercise such Vested Options, in whole or in part, prior to or simultaneously with the closing of the transaction or transactions described in Section 6(a). (d) At the closing of the Transfer to any Third Party Purchaser(s) pursuant to this Section 26, the Third Party Purchaser(s) shall remit to the Management Stockholder the consideration for the Common Stock total sales price of the Equity Securities and unexercised Vested Options held by the Management Stockholder sold pursuant hereto minus any consideration to be escrowed or otherwise held back in accordance with the Third Party TermsTerms (which in no event shall be disproportionate from the aggregate consideration received by such Management Stockholder in connection with such Transfer), and minus the aggregate exercise price of any unexercised Vested Options being Transferred by the Management Stockholder to the Third Party Purchaser(s), against delivery by the Management Stockholder of certificates for Common StockEquity Securities, duly endorsed for Transfer or with duly executed stock powers and and, as applicable, an instrument evidencing the transfer or the cancellation of the unexercised Vested Options subject to the Bring-Along Right reasonably acceptable to the Company, and the compliance by the Management Stockholder with any other conditions to closing generally applicable to the Acquiring Stockholder(s) Frio Stockholders and all other holders of Common Stock Equity Securities selling shares in such the transaction. (e) Notwithstanding any of the foregoing, if the Management Stockholder is established, resident or domiciled in The Netherlands (a “Netherlands Management Stockholder”), neither the Common Stock nor Options held by any such Management Stockholder shall be subject to the Bring-Along Right set forth in this Section 2 unless and until the Third Party Purchaser holds, directly or indirectly, at least a majority of the equity ownership and the voting rights of the Common Stock.

Bring-Along Rights. (a) If any Acquiring Stockholder at any time, one or from time to timemore Carlyle Stockholders, in one transaction or a series of related transactionstransactions that would constitute both a Company Sale and a Change in Control (as defined in the Company Rollover Stock Plan), proposes propose(s) to Transfer shares of Common Stock any Securities to one or more Persons that is (i) not other than an Affiliate of the Carlyle Stockholders (each such Acquiring Stockholder or (ii) is an Operating Affiliate (for such purposes an Operating Affiliate will not be deemed to be an Affiliate) (both (i) and (ii) being Person, a “Third Party Purchaser”), then the Acquiring Stockholder(s) Carlyle Stockholders shall have the right (a “Bring-Along Right”), but not the obligation, and subject to the provision of Section 2(e) below, to require each Management Executive Stockholder that is an Executive Stockholder both upon receipt of the Bring-Along Notice (defined below) and upon the closing of the proposed Transfer to tender for purchase sell to the Third Party PurchaserPurchaser(s), on the same terms Same Terms and conditions Conditions as apply to the selling Acquiring Stockholder(s)Carlyle Stockholders exercising their Bring-Along Right, all or any portion of a that number of shares of Common Stock and Options Securities equal to (including any Options that vest as a result of the consummation of the Transfer to the Third Party Purchaser) that, in the aggregate, equal the lesser of (A) the number derived by multiplying (1i) the total number of shares of Common Stock Securities owned by the Management such Executive Stockholder multiplied by (including shares of Common Stock issuable in respect of all Options held by any Management Stockholder, whether or not exercised, and including any Options that vest as a result of the consummation of the Transfer to the Third Party Purchaser); by (2ii) a fraction, (A) the numerator of which is the total number of shares of Common Stock Securities to be sold by the Acquiring Stockholder(s) Carlyle Stockholders in connection with the such transaction or series of related transactions and (B) the denominator of which is the total number of the then outstanding shares of Common Stock Securities collectively held by all Acquiring Stockholder(s); or Carlyle Stockholders. Notwithstanding anything to the contrary in this Section 4, if the Carlyle Stockholders require an Executive Stockholder to sell any Company Options issued under the Company Rollover Stock Plan to a Third Party Purchaser pursuant to this Section 4, such Executive Stockholder (Band, if applicable, a Permitted Transferee and/or Related Trust of such Executive Stockholder) the shall also sell, for no additional consideration, a corresponding number of shares of Common Company Special Voting Stock as the Acquiring Stockholder(s) shall designate in the Bring-Along Notice (as defined below); provided, however, all Bring-Along Rights will be exercised on a pro rata basis among the Management Stockholders based upon their relative holdings of Common Stock and Optionsto such Third Party Purchaser. (b) If any Acquiring Stockholder elects to exercise its Any Carlyle Stockholders exercising their Bring-Along Right under this Section 2 with respect to the Restricted Shares held by the Management Stockholders and/or Options held by the Management Stockholders, the Acquiring Stockholder 4 shall notify each Management Stockholder in writing deliver a written notice (collectively, the a “Bring-Along NoticesNotice”)) to each Executive Stockholder. Each The Bring-Along Notice shall set forth: (i) the name of the Third Party Purchaser(s) and the number of shares of Common Stock Securities proposed to be sold by the Acquiring Stockholder Carlyle Stockholders to the such Third Party Purchaser(s); (ii) the proposed amount and form of consideration and material terms and conditions of payment offered to such Executive Stockholder by the Third Party Purchaser(s) and a summary of any other material terms pertaining to the Transfer (the “Third Party Terms”); and (iii) the number of shares of Common Stock and Options Securities that the Acquiring such Executive Stockholder elects each Management Stockholder shall be required to sell in the Transfersuch Transfer (as determined in accordance with Section 4(a) above). The Bring-Along Notices Notice shall be given at least five fifteen (515) days Business Days before the closing of the proposed Transfer. (c) Upon the giving each Executive Stockholder’s receipt of a Bring-Along Notice, each Management such Executive Stockholder shall be obligated to sell the such number of shares of Common Stock and Options Securities as is set forth in each Management Stockholder’s the Bring-Along Notice on the Third Party Terms; provided, however, that no Executive Stockholder shall be required to bear more than such Executive Stockholder’s pro rata share (determined based on the number of Securities sold in the transactions contemplated by the Bring-Along Notice) of all liabilities for the representations, warranties and other obligations incurred in connection with the transactions contemplated by the Bring-Along Notice (other than with respect to representations and warranties relating to the ownership of such Executive Stockholder’s Securities or otherwise relating solely to such Executive Stockholder). (d) At the closing of the Transfer to any Third Party Purchaser(s) pursuant to this Section 24, the Third Party Purchaser(s) shall remit to the Management each Executive Stockholder (i) the consideration (as reduced by Section 4(g)) for the Common Stock and Options Securities held by the Management such Executive Stockholder and being sold pursuant hereto hereto, minus (ii) such Executive Stockholder’s pro rata portion of any consideration to be escrowed placed in escrow or otherwise held back in accordance with the Third Party Terms, and minus (iii) the aggregate exercise price of any Company Options being Transferred by the Management such Executive Stockholder to the such Third Party Purchaser(s), against transfer of such Securities, free and clear of all liens and encumbrances, by delivery by the Management such Executive Stockholder of (A) certificates for Common Stocksuch Securities, duly endorsed for Transfer or with duly executed stock powers reasonably acceptable to the Company and such Third Party Purchaser(s) and/or (B) an instrument evidencing the transfer Transfer or the cancellation of the Company Options subject to the Bring-Along Right reasonably acceptable to the CompanyCompany and such Third Party Purchaser(s), and the compliance by the Management such Executive Stockholder with any other conditions to closing or payment of consideration generally applicable to the Acquiring Stockholder(s) Carlyle Stockholders and all other Stockholders selling Securities in such transaction. In the event that the proposed Transfer to such Third Party Purchaser is not consummated, the Bring-Along Right shall continue to be applicable to any proposed subsequent Transfer of Securities by the Carlyle Stockholders pursuant to this Section 4. (e) In the event that any Carlyle Stockholders exercise their rights pursuant to this Section 4 or a Company Sale is approved by the Board and the holders of Common Stock selling shares a majority of the then-outstanding Voting Shares, each Executive Stockholder shall consent to and raise no objections against such transaction, and shall take all actions that the Board and/or the applicable Carlyle Stockholders reasonably deem necessary or desirable in connection with the consummation of such transaction; provided, that (x) the acquisition of the Securities held by each Executive Stockholder in connection with such transaction shall be on the Same Terms and Conditions as the acquisition of the Securities held by the Carlyle Stockholders in connection with such transaction and (y) no Executive Stockholder shall be required to bear more than such Executive Stockholder’s pro rata share (determined based on the number of Securities sold in connection with such Company Sale) of all liabilities of the Stockholders for the representations, warranties and other obligations incurred in connection with such Company Sale (other than with respect to representations and warranties relating to the ownership of such Executive Stockholder’s Securities or otherwise relating solely to such Executive Stockholder). Without limiting the generality of the foregoing, each Executive Stockholder agrees, subject to the foregoing proviso, that it shall (i) consent to and raise no objections against such transaction; (ii) execute any purchase agreement, merger agreement or other agreement in connection with such transaction setting forth the terms and conditions of such transaction and any ancillary agreement with respect thereto; (iii) vote any Voting Shares held by such Executive Stockholder in favor of such transaction (including, without limitation, executing a written consent of stockholders approving such transaction); and (iv) refrain from the exercise of appraisal rights with respect to such transaction. (ef) Notwithstanding any If the Company or the holders of the foregoingCompany’s securities enter into any transaction for which Rule 506 (or any similar rule then in effect) promulgated under the Securities Act may be available (including, without limitation, a merger, consolidation or other reorganization), each Executive Stockholder shall, if requested by the Management Company, appoint a purchaser representative (as such term is defined in Rule 501 of the Securities Act) reasonably acceptable to the Company. If such purchaser representative was designated by the Company, the Company shall pay the fees and expenses of such purchaser representative, but if any Individual Stockholder is establishedappoints another purchaser representative, resident or domiciled in The Netherlands (a “Netherlands Management Stockholder”), neither the Common Stock nor Options held by any such Management Individual Stockholder shall be subject to responsible for the Bring-Along Right set forth in this Section 2 unless fees and until the Third Party Purchaser holds, directly or indirectly, at least a majority expenses of the equity ownership and the voting rights purchaser representative so appointed. (g) Each Stockholder shall bear its pro rata share of the Common Stockfees, costs and expenses of any Company Sale or other transaction (pursuant to this Agreement or otherwise) in which it sells Securities.

Bring-Along Rights. (a) If any Acquiring Stockholder at any time, one or from time to timemore Carlyle Stockholders, in one transaction or a series of related transactions, proposes propose to Transfer shares of Common Stock Equity Securities to one or more Persons that is (i) not an Affiliate other than any of such Acquiring Stockholder the Carlyle Stockholders or (ii) is an Operating Affiliate (for such purposes an Operating Affiliate will not be deemed to be an Affiliatetheir Affiliates) (both (i) and (ii) being each such Person, a “Third Party Purchaser”), then the Acquiring such Carlyle Stockholder(s) shall have the right (a “Bring-Along Right”), but not the obligation, and obligation (subject to the provision of Section 2(e) below4 hereof), to require each Management Stockholder Holder to tender for purchase sell to the Third Party PurchaserPurchaser(s), on the same terms Same Terms and conditions Conditions as apply to the selling Acquiring Stockholder(s)Carlyle Stockholders exercising their Bring-Along Right, all or any portion of a that number of shares of Common Stock and Options Equity Securities equal to (including any Options that vest as a result of the consummation of the Transfer to the Third Party Purchaser) that, in the aggregate, equal the lesser of (A) the number derived by multiplying (1i) the total number of shares of Common Stock owned by the Management Stockholder (including shares of Common Stock issuable in respect of all Options Equity Securities held by any such Management Stockholder, whether or not exercised, and including any Options that vest as a result of the consummation of the Transfer to the Third Party Purchaser); Holder multiplied by (2ii) a fraction, (A) the numerator of which is the total number of shares of Common Stock Equity Securities to be sold by the Acquiring Stockholder(s) Carlyle Stockholders in connection with the such transaction or series of related transactions and (B) the denominator of which is the total number of the then then-outstanding shares of Common Stock Equity Securities collectively held by all Acquiring Stockholder(s); the Carlyle Stockholders. For purposes of this Section 3, Section 4 and Section 5 hereof, the phrase “number of Equity Securities” held by any Person or (B) group of Persons shall mean the number of Shares held by such Person or group of Persons plus the number of shares of Common Stock as the Acquiring Stockholder(s) shall designate in the Bring-Along Notice issuable upon exercise, exchange or conversion of Vested Options or Convertible Securities held by such Person or group of Persons (as defined below); providedother than Vested Options or Convertible Securities that have an exercise, however, all Bring-Along Rights will be exercised on a pro rata basis among the Management Stockholders based upon their relative holdings exchange or conversion price per share of Common Stock and Optionsgreater than the price per share of Common Stock to be paid by the applicable Third Party Purchaser). (b) If any Acquiring Stockholder elects to exercise its Any Carlyle Stockholders exercising their Bring-Along Right under this Section 2 with respect to the Restricted Shares held by the Management Stockholders and/or Options held by the Management Stockholders, the Acquiring Stockholder 3 shall notify each Management Stockholder in writing deliver a written notice (collectively, the a “Bring-Along NoticesNotice”)) to each Management Holder. Each The Bring-Along Notice shall set forth: (i) the name of the Third Party Purchaser(s) and the number of shares of Common Stock Equity Securities proposed to be sold by the Acquiring Stockholder such Carlyle Stockholder(s) to the such Third Party Purchaser(s); (ii) the proposed amount and form of consideration and material terms and conditions of payment offered to the Management Holder by the Third Party Purchaser(s) and a summary of any other material terms pertaining to the Transfer (“Third Party Terms”); and (iii) the number of shares of Common Stock and Options Equity Securities that the Acquiring Stockholder elects each such Management Stockholder Holder shall be required to sell in the Transfersuch Transfer (as determined in accordance with Section 3(a) above). The Bring-Along Notices Notice shall be given at least five ten (510) business days before the closing of the proposed Transfer. (c) Upon the giving a Management Holder’s receipt of a Bring-Along Notice, each such Management Stockholder Holder shall be obligated to sell the such number of shares of Common Stock and Options Equity Securities as is set forth in each Management Stockholder’s the Bring-Along Notice on the Third Party Terms. (d) At the closing of the Transfer to any Third Party Purchaser(s) pursuant to this Section 23, the Third Party Purchaser(s) shall remit to the each Management Stockholder Holder (i) the consideration (calculated in the manner set forth above) for the Common Stock and Options total sales price of the Equity Securities held by the such Management Stockholder Holder sold pursuant hereto hereto, minus (ii) such Management Holder’s pro rata portion of any consideration to be escrowed placed in escrow or otherwise held back in accordance with the Third Party TermsTerms (provided that, and in no circumstances, shall such pro rata portion exceed the total sales price to be paid to such Management Holder), minus (iii) the aggregate exercise exercise, exchange or conversion price of any Vested Options and Convertible Securities being Transferred by the such Management Stockholder Holder to the such Third Party Purchaser(s), against transfer of such Equity Securities, free and clear of all liens and encumbrances, by delivery by the such Management Stockholder Holder of (A) certificates for Common Stockthe Shares subject to the Bring-Along Right, duly endorsed for Transfer or with duly executed stock powers reasonably acceptable to the Company and such Third Party Purchaser(s) and/or (B) an instrument evidencing the transfer Transfer or the cancellation of the Vested Options and Convertible Securities subject to the Bring-Along Right reasonably acceptable to the CompanyCompany and such Third Party Purchaser(s), and the compliance by the such Management Stockholder Holder with any other conditions to closing generally applicable to the Acquiring Stockholder(s) Carlyle Stockholders and all Management Holders selling Equity Securities in such transaction. In the event that the proposed Transfer of Equity Securities to such Third Party Purchaser(s) is not consummated within one hundred twenty (120) days following receipt of the Bring-Along Notice by the Management Holder, the obligation of such Management Holder shall cease. In the event that any Carlyle Stockholders shall once again desire to Transfer Equity Securities to the same or a different Third Party Purchaser(s), such Carlyle Stockholders exercising their Bring-Along Right under this Section 3 shall once again be obligated to deliver a new Bring-Along Notice to each Management Holder in accordance with this Section 3. (e) In the event that (i) any Carlyle Stockholders exercise their rights pursuant to this Section 3 or (ii) a Change in Control is approved by the Board and the holders of at least fifty percent (50%) of the then-outstanding Shares, each Management Holder shall consent to and raise no objections against such transaction, and if any such transaction is structured as a sale of Equity Securities, each Management Holder shall take all actions that the Board and/or the applicable Carlyle Stockholders reasonably deem necessary or desirable in connection with the consummation of such transaction; provided that the acquisition of the Equity Securities held by each Management Holder in connection with such transaction shall be on the Same Terms and Conditions as the acquisition of the Equity Securities held by the Carlyle Stockholders in connection with such transaction. Without limiting the generality of the foregoing, each Management Holder agrees that he, she or it shall (A) consent to and raise no objections against such transaction; (B) execute any purchase agreement, merger agreement or other holders agreement in connection with such transaction setting forth the terms and conditions of such transaction and any ancillary agreement with respect thereto (including executing such agreements and instruments requested by the Company providing for cancellation of such Management Holder’s Vested Options and Convertible Securities in connection with such Change in Control in exchange for consideration having a Fair Market Value equal to (x) the consideration to be received in connection with such Change in Control in respect of the number of shares of Common Stock selling shares issuable upon exercise, exchange or conversion of such Vested Options and Convertible Securities on the date of consummation of such Change in Control minus (y) the aggregate exercise, exchange or conversion price of such Vested Options and Convertible Securities); (C) vote all Shares held by such Management Holder in favor of such transaction (including, without limitation, executing a written consent of stockholders approving such transaction); and (D) refrain from the exercise of appraisal rights with respect to such transaction. (ef) Notwithstanding If the Company or any Carlyle Stockholder enters into any transaction for which Rule 506 (or any similar rule then in effect) promulgated under the Securities Act may be available (including, without limitation, a merger, consolidation or other reorganization), each Holder that is not an accredited investor shall, if requested by the Company, appoint a purchaser representative (as such term is defined in Rule 501 of the foregoingSecurities Act) reasonably acceptable to the Company. If such purchaser representative was designated by the Company, the Company shall pay the fees and expenses of such purchaser representative, but if the Management Stockholder is establishedany Holder appoints another purchaser representative, resident or domiciled in The Netherlands (a “Netherlands Management Stockholder”), neither the Common Stock nor Options held by any such Management Stockholder Holder shall be subject to responsible for the Bring-Along Right set forth in this Section 2 unless fees and until the Third Party Purchaser holds, directly or indirectly, at least a majority expenses of the equity ownership and the voting rights purchaser representative so appointed. (g) Each Holder shall bear its pro rata share of the Common Stockcosts of any Change in Control or other transaction (pursuant to this Agreement or otherwise) in which he, she or it sells Equity Securities, which will be paid from the proceeds of the Change in Control or such other transaction; provided, however, that in no event shall the pro rata share of the costs of any Change in Control or such other transaction applicable to a Holder exceed the total sales price paid to such Holder.

Bring-Along Rights. (a) If any Acquiring Stockholder at any timeon or after the earlier of (i) the second anniversary of the date hereof and (ii) the date that Xxxxxxx X. Xxxxx ceases to be Chief Executive Officer of the Company, one or from time to timemore Carlyle Stockholders, in one transaction or a series of related transactions, proposes propose to Transfer fifty percent (50%) or more of the outstanding shares of Common Stock to one or more Persons that is other than Affiliates, partners, members or stockholders of the Carlyle Stockholders (i) not an Affiliate of each such Acquiring Stockholder or (ii) is an Operating Affiliate (for such purposes an Operating Affiliate will not be deemed to be an Affiliate) (both (i) and (ii) being Person, a “"Third Party Purchaser”"), then the Acquiring such Carlyle Stockholder(s) shall have the right (a “"Bring-Along Right”") upon delivery of the Bring-Along Notice (defined below), but not the obligation, and obligation (subject to the provision of Section 2(e) below3 hereof), to require each Management Stockholder all, but not less than all, of the Service Provider Stockholders to tender for purchase to the Third Party PurchaserPurchaser(s), on the same terms and conditions as apply to the selling Acquiring Carlyle Stockholder(s) (provided, however, that (i) in the event that the Carlyle Stockholder(s) are granted the right to appoint any director or directors of any Person in connection with such Transfer, the Carlyle Stockholder(s) shall be entitled to designate such member or members of the board of directors of such Person and (ii) in the event that any portion of the consideration payable to the Carlyle Stockholder(s) in connection with such Transfer is in a form other than cash, and the Third Party Purchaser notifies the Carlyle Stockholders that the Third Party Purchaser desires to provide to the Service Provider Stockholders consideration solely in cash in lieu of the non-cash consideration to be provided to the Carlyle Stockholder(s), all or any portion then, at the election of the Carlyle Stockholder(s), the consideration payable to such Service Provider Stockholders in connection with such Transfer may consist solely of cash, in an amount per share equal to the fair market value (determined based on the manner in which the value of the non-cash consideration was determined in connection with such transaction) of the per share consideration received by the Carlyle Stockholder(s)), a number of shares of Common Stock and Options Restricted Securities (including any Options options that vest as a result of the consummation of the such Transfer to the such Third Party PurchaserPurchaser(s)) that, in the aggregate, equal the lesser of (A) the number derived by multiplying (1A) the total number of shares of Common Stock Restricted Securities owned by the Management such Service Provider Stockholder (including shares of Common Stock issuable in respect of all Options held by any Management Stockholder, whether or not exercised, and including any Options options that vest as a result of the consummation of the such Transfer to the such Third Party PurchaserPurchaser(s)); by (2B) a fraction, the numerator of which is the total number of shares of Common Stock to be sold by the Acquiring Carlyle Stockholder(s) in connection with the such transaction or series of related transactions transactions, and the denominator of which is the total number of the then then-outstanding shares of Common Stock collectively held by all Acquiring the Carlyle Stockholder(s); provided that the Bring-Along Right may be exercised by the Carlyle Stockholder(s) prior to the earlier of (i) the second anniversary of the date hereof and (ii) the date that Xxxxxxx X. Xxxxx ceases to be Chief Executive of the Company, if Xxxxxxx X. Xxxxx or (B) any of his Permitted Transferees are transferring shares of Common Stock in such transaction or series of related transactions or consent in writing to such exercise of the Bring-Along Right. For purposes of this Section 2 and Section 3 hereof, the phrase "number of Restricted Securities" held by any Person or group of Persons shall mean the number of Restricted Shares held by such Person or group of Persons plus the number of shares of Common Stock as the Acquiring Stockholder(s) shall designate in the Bring-Along Notice (as defined below); provided, however, all Bring-Along Rights will be exercised on a pro rata basis among the Management Stockholders based issuable upon their relative holdings exercise of Common Stock and OptionsVested Options held by such Person or group of Persons. (b) If any Acquiring Stockholder elects Carlyle Stockholder(s) elect to exercise its the Bring-Along Right under this Section 2 with respect to the Restricted Shares Securities held by the Management Stockholders and/or Options held by the Management Service Provider Stockholders, then the Acquiring Carlyle Stockholder owning a majority of the shares of Common Stock to be Transferred shall so notify each Management Service Provider Stockholder in writing (collectively, the “a "Bring-Along Notices”Notice"). Each Bring-Along Notice shall set forth: (i) the name of the Third Party Purchaser(s) and the number of shares of Common Stock proposed to be sold by the Acquiring Stockholder Carlyle Stockholder(s) to the such Third Party Purchaser(s); (ii) the proposed amount and form of consideration and material terms and conditions of payment offered by the Third Party Purchaser(s) and a summary of any other material terms pertaining to the Transfer (“"Third Party Terms”"); and (iii) the number of shares of Common Stock and Options Restricted Securities that the Acquiring such Service Provider Stockholder elects each Management Stockholder shall be required to sell in the Transfersuch Transfer (as determined in accordance with Section 2(a) above). The Bring-Along Notices Notice shall be given at least five fifteen (515) days before the closing of the proposed Transfer. (c) Upon the giving of a Bring-Along Notice, each Management Stockholder shall be obligated to sell the number of shares of Common Stock and Options set forth in each Management Stockholder’s Bring-Along Notice on the Third Party Terms. (d) At the closing of the Transfer to any Third Party Purchaser(s) pursuant to this Section 2, the Third Party Purchaser(s) shall remit to the Management Stockholder the consideration for the Common Stock and Options held by the Management Stockholder sold pursuant hereto minus any consideration to be escrowed or otherwise held back in accordance with the Third Party Terms, and minus the aggregate exercise price of any Options being Transferred by the Management Stockholder to the Third Party Purchaser(s), against delivery by the Management Stockholder of certificates for Common Stock, duly endorsed for Transfer or with duly executed stock powers and an instrument evidencing the transfer or the cancellation of the Options subject to the Bring-Along Right reasonably acceptable to the Company, and the compliance by the Management Stockholder with any other conditions to closing generally applicable to the Acquiring Stockholder(s) and all other holders of Common Stock selling shares in such transaction. (e) Notwithstanding any of the foregoing, if the Management Stockholder is established, resident or domiciled in The Netherlands (a “Netherlands Management Stockholder”), neither the Common Stock nor Options held by any such Management Stockholder shall be subject to the Bring-Along Right set forth in this Section 2 unless and until the Third Party Purchaser holds, directly or indirectly, at least a majority of the equity ownership and the voting rights of the Common Stock.

Bring-Along Rights. (a) If any Acquiring a Principal Stockholder at any time, or from time to time, in one transaction or a series of related transactions, proposes to Transfer shares of Common Stock (or rights to acquire Common Stock) to one or more Persons that is (i) not an Affiliate of such Acquiring Stockholder or (ii) is an Operating Affiliate (for such purposes an Operating Affiliate will not be deemed to be an Affiliate) (both (i) and (ii) being a “Third Party Purchaser”), then the Acquiring Stockholder(s) such Principal Stockholder shall have the right (a “Bring-Along Right”), but not the obligation, and subject to the provision of Section 2(e) below, to require each Management Stockholder to tender for purchase to the Third Party Purchaser, on the same terms and conditions as apply to the selling Acquiring Stockholder(s)Principal Stockholder, all or any portion of a number of shares of Common Stock Restricted Shares and Vested Options (including any Options options that vest as a result of the consummation of the Transfer to the Third Party Purchaser) that, in the aggregate, equal the lesser of (A) the number derived by multiplying (1) the total number of shares of Common Stock Restricted Shares owned by the Management Stockholder (including shares of Common Stock Restricted Shares issuable in respect of all Vested Options held by any the Management Stockholder, Stockholder whether or not exercised, exercised and including any Options options that vest as a result of the consummation of the Transfer to the Third Party Purchaser); by (2) a fraction, the numerator of which is the total number of shares of Common Stock to be sold by the Acquiring Stockholder(s) Principal Stockholder in connection with the transaction or series of related transactions and the denominator of which is the total number of the then outstanding shares of Common Stock (including shares issuable upon the exercise of rights to acquire Common Stock) held by all Acquiring Stockholder(s)the Principal Stockholder; or (B) the number of shares of Common Stock as the Acquiring Stockholder(s) Principal Stockholder shall designate in the Bring-Along Notice (as defined below); provided, however, all Bring-Along Rights will be exercised on a pro rata basis among the Management Stockholders based upon their relative holdings of Common Stock and Options. (b) If any Acquiring a Principal Stockholder elects to exercise its their Bring-Along Right under this Section 2 6 with respect to the Restricted Shares held by the Management Stockholders and/or Options held by the Management Stockholders, the Acquiring such Principal Stockholder shall notify each Management Stockholder in writing (collectively, the “Bring-Along Notices”). Each Bring-Along Notice shall set forth: (i) the name of the Third Party Purchaser(s) and the number of shares of Common Stock proposed to be sold by the Acquiring Stockholder to the Third Party Purchaser(s); (ii) the proposed amount and form of consideration and terms and conditions of payment offered by the Third Party Purchaser(s) and a summary of any other material terms pertaining to the Transfer (“Third Party Terms”); and (iiiii) the number of shares of Common Stock Restricted Shares and Vested Options that the Acquiring Principal Stockholder elects each Management Stockholder to sell in the Transfer. The Bring-Along Notices shall be given at least five (5) days before the closing of the proposed Transfer. (c) Upon the giving of a Bring-Along Notice, each Management Stockholder shall be obligated to sell the number of shares of Common Stock Restricted Shares and Vested Options set forth in each Management Stockholder’s Bring-Along Notice on the Third Party Terms; provided, that, if the exercise price of such Vested Option is less than the value of the per share consideration offered by the Third Party Purchaser(s), the Principal Stockholder may require a Management Stockholder to exercise such Vested Options, in whole or in part, prior to or simultaneously with the closing of the transaction or transactions described in Section 6(a). (d) At the closing of the Transfer to any Third Party Purchaser(s) pursuant to this Section 26, the Third Party Purchaser(s) shall remit to the Management Stockholder the consideration for the total sales price of the Common Stock and unexercised Vested Options held by the Management Stockholder sold pursuant hereto minus any consideration to be escrowed or otherwise held back in accordance with the Third Party Terms, and minus the aggregate exercise price of any unexercised Vested Options being Transferred by the Management Stockholder to the Third Party Purchaser(s), against delivery by the Management Stockholder of certificates for Common Stock, duly endorsed for Transfer or with duly executed stock powers and and, as applicable, an instrument evidencing the transfer or the cancellation of the unexercised Vested Options subject to the Bring-Along Right reasonably acceptable to the Company, and the compliance by the Management Stockholder with any other conditions to closing generally applicable to the Acquiring Stockholder(s) Principal Stockholder and all other holders of Common Stock selling shares in such the transaction. (e) Notwithstanding any of the foregoing, if the Management Stockholder is established, resident or domiciled in The Netherlands (a “Netherlands Management Stockholder”), neither the Common Stock nor Options held by any such Management Stockholder shall be subject to the Bring-Along Right set forth in this Section 2 unless and until the Third Party Purchaser holds, directly or indirectly, at least a majority of the equity ownership and the voting rights of the Common Stock.

Bring-Along Rights. In the event that Coyote shall transfer or ------------------ propose to transfer, directly or indirectly, Shares which, when added to all previous transfers of Shares by Coyote, would result in a transfer to any person other than the Company of greater than twenty-five percent (a25%) If any Acquiring Stockholder at any time, or from time to time, in one transaction or of the number of Shares outstanding on the date of transfer (a series of related transactions, proposes to Transfer shares of Common Stock to one or more Persons that is (i) not an Affiliate of such Acquiring Stockholder or (ii) is an Operating Affiliate (for such purposes an Operating Affiliate will not be deemed to be an Affiliate) (both (i) and (ii) being a “Third Party Purchaser”"Significant Transfer"), then Coyote may require, by written notice to APL (the Acquiring Stockholder(s) shall have the right (a “"Bring-Along Right”Notice"), but not that APL transfer an equivalent portion (on the obligation, and subject basis of the amount of Shares to be transferred by Coyote pursuant to the provision Significant Transfer and the total number of Section 2(eCoyote Shares owned by Coyote at such time) below, to require each Management Stockholder to tender for purchase to of APL Shares in the Third Party Purchaser, Significant Transfer on the same terms and conditions as apply to the selling Acquiring Stockholder(s), all or any portion of a number of shares of Common Stock and Options (including any Options that vest as a result of the consummation of the Transfer to the Third Party Purchaser) that, in the aggregate, equal the lesser of (A) the number derived by multiplying (1) the total number of shares of Common Stock owned by the Management Stockholder (including shares of Common Stock issuable in respect of all Options held by any Management Stockholder, whether or not exercised, and including any Options that vest as a result of the consummation of the Transfer to the Third Party Purchaser); by (2) a fraction, the numerator of which is the total number of shares of Common Stock to be sold by the Acquiring Stockholder(s) in connection with the transaction or series of related transactions and the denominator of which is the total number of the then outstanding shares of Common Stock held by all Acquiring Stockholder(s); or (B) the number of shares of Common Stock as the Acquiring Stockholder(s) shall designate contained in the Bring-Along Notice (as defined below); provided, however, all Bring-Along Rights will be exercised on a pro rata basis among the Management Stockholders based upon their relative holdings of Common Stock and Options. (b) If any Acquiring Stockholder elects to exercise its Bring-Along Right under this Section 2 with respect to the Restricted Shares held by the Management Stockholders and/or Options held by the Management Stockholders, the Acquiring Stockholder shall notify each Management Stockholder in writing (collectively, the “Bring-Along Notices”)Notice. Each The Bring-Along Notice shall set forth: (i) the name contain a true and correct copy of the Third Party Purchaser(s) terms of the Significant Transfer and shall identify the third party, the number of shares of Common Stock Coyote Shares with respect to which Coyote has a bona fide offer, the price per Coyote Share at which the sale is proposed to be sold by the Acquiring Stockholder to the Third Party Purchaser(s); (ii) the proposed amount made and form of consideration and all other material terms and conditions of payment offered by the Third Party Purchaser(s) Significant Transfer, including the date, time and a summary location of any other material terms pertaining to the Transfer (“Third Party Terms”); and (iii) the number of shares of Common Stock and Options that the Acquiring Stockholder elects each Management Stockholder to sell in the Transferclosing. The Bring-Along Notices Notice shall be given at least delivered not less than five (5) business days before prior to the closing of the proposed Transfer. (c) Upon purchase and sale contemplated by this Paragraph 9. In such event, APL shall deliver at the giving closing to Coyote the certificate or certificates representing the APL Shares together with a power- of-attorney authorizing Coyote to sell such equivalent portion of a the APL Shares pursuant to the terms of the Bring-Along Notice, each Management Stockholder . APL shall be obligated to sell pay not more than its pro rata share (based upon the number amount of shares consideration received for or with --- ---- respect to the APL Shares) of Common Stock reasonable fees and Options set forth expenses incurred in each Management Stockholder’s Bring-Along Notice connection with such Significant Transfer (as evidenced by reasonable supporting documentation) to the extent such costs are incurred for the benefit of the selling Shareholders generally, including, without limitation, fees and expenses of one law firm, one accounting firm and one financial advisor acting on behalf of the Third Party Terms. (d) Company and/or the Shareholders generally, and are not otherwise paid by the Company or the acquiring party. Costs incurred by or on behalf of a Shareholder for such Shareholder's sole benefit will not be considered costs of the transaction hereunder. At the closing of the Transfer to any Third Party Purchaser(s) pursuant to this Section 2Significant Transfer, the Third Party Purchaser(s) Coyote shall remit to APL the Management Stockholder total sales price (net of APL's pro rata portion of --- ---- reasonable related expenses as specified above) of the consideration for the Common Stock and Options held by the Management Stockholder APL Shares sold pursuant hereto minus any consideration to be escrowed or otherwise held back in accordance with disposed of pursuant thereto. APL hereby agrees to take all reasonable actions necessary to consummate the Third Party TermsSignificant Transfer, and minus including, but not limited to, the aggregate exercise price execution of necessary or appropriate agreements, the taking of any Options being Transferred by the Management Stockholder to the Third Party Purchaser(s), against delivery by the Management Stockholder of certificates for Common Stock, duly endorsed for Transfer or with duly executed stock powers and an instrument evidencing the transfer or the cancellation of the Options subject to the Bring-Along Right reasonably acceptable to the Company, necessary corporate action and the compliance by the Management Stockholder with waiving of any other conditions to closing generally applicable to the Acquiring Stockholder(s) and all other holders of Common Stock selling shares in such transactiondissenters, appraisal or similar rights. (e) Notwithstanding any of the foregoing, if the Management Stockholder is established, resident or domiciled in The Netherlands (a “Netherlands Management Stockholder”), neither the Common Stock nor Options held by any such Management Stockholder shall be subject to the Bring-Along Right set forth in this Section 2 unless and until the Third Party Purchaser holds, directly or indirectly, at least a majority of the equity ownership and the voting rights of the Common Stock.

Bring-Along Rights. (a) If any Acquiring Stockholder at any time, one or from time to timemore Platinum Stockholders, in one transaction or a series of related transactionstransactions that would constitute a Company Sale, proposes propose(s) to Transfer shares of Common Stock any Securities to one or more Persons that is (i) not other than an Affiliate of the Platinum Stockholders (each such Acquiring Stockholder or (ii) is an Operating Affiliate (for such purposes an Operating Affiliate will not be deemed to be an Affiliate) (both (i) and (ii) being Person, a “Third Party Purchaser”), then the Acquiring Stockholder(s) Platinum Stockholders shall have the right (a “Bring-Along Right”), but not the obligation, and obligation (subject to the provision of Section 2(e) below2 hereof), to require each Management Individual Stockholder to tender for purchase sell to the Third Party PurchaserPurchaser(s), on the same terms Same Terms and conditions Conditions as apply to the selling Acquiring Stockholder(s)Platinum Stockholders exercising their Bring-Along Right, all or any portion of a that number of shares of Common Stock and Options Securities equal to (including any Options that vest as a result of the consummation of the Transfer to the Third Party Purchaser) that, in the aggregate, equal the lesser of (A) the number derived by multiplying (1i) the total number of shares of Common Stock owned by the Management Stockholder (including shares of Common Stock issuable in respect of all Options Securities held by any Management Stockholder, whether or not exercised, and including any Options that vest as a result of the consummation of the Transfer to the Third Party Purchaser); such Individual Stockholder multiplied by (2ii) a fraction, (A) the numerator of which is the total number of shares of Common Stock Securities to be sold by the Acquiring Stockholder(s) Platinum Stockholders in connection with the such transaction or series of related transactions and (B) the denominator of which is the total number of the then outstanding shares of Common Stock Securities collectively held by all Acquiring Stockholder(s); or (B) the number of shares of Common Stock as the Acquiring Stockholder(s) shall designate in the Bring-Along Notice (as defined below); provided, however, all Bring-Along Rights will be exercised on a pro rata basis among the Management Stockholders based upon their relative holdings of Common Stock and OptionsPlatinum Stockholders. (b) If any Acquiring Stockholder elects to exercise its Any Platinum Stockholders exercising their Bring-Along Right under this Section 2 with respect to the Restricted Shares held by the Management Stockholders and/or Options held by the Management Stockholders, the Acquiring Stockholder 3 shall notify each Management Stockholder in writing deliver a written notice (collectively, the a “Bring-Along NoticesNotice”)) to each Individual Stockholder. Each The Bring-Along Notice shall set forth: (i) the name of the Third Party Purchaser(s) and the number of shares of Common Stock Securities proposed to be sold by the Acquiring Stockholder Platinum Stockholders to the such Third Party Purchaser(s); (ii) the proposed amount and form of consideration and material terms and conditions of payment offered to such Individual Stockholder by the Third Party Purchaser(s) and a summary of any other material terms pertaining to the Transfer (the “Third Party Terms”); and (iii) the number of shares each type of Common Stock and Options Securities that the Acquiring such Individual Stockholder elects each Management Stockholder shall be required to sell in such Transfer (as determined in accordance with Section 3(a) above, the Transfer“Required Securities”). The Bring-Along Notices Notice shall be given at least five fifteen (515) days Business Days before the closing of the proposed Transfer. (c) Upon the giving each Individual Stockholder’s receipt of a Bring-Along Notice, each Management such Individual Stockholder shall be obligated to sell the such number of shares of Common Stock and Options Securities as is set forth in each Management Stockholder’s the Bring-Along Notice on the Third Party Terms; provided, however, that no Individual Stockholder shall be required to bear more than such Individual Stockholder’s pro rata share (determined based on the number of Securities sold in the transactions contemplated by the Bring-Along Notice) of all liabilities for the representations, warranties and other obligations incurred in connection with the transactions contemplated by the Bring-Along Notice (other than with respect to representations and warranties relating to the ownership of such Individual Stockholders’ Securities or otherwise relating solely to such Individual Stockholder). (d) At the closing of the Transfer to any Third Party Purchaser(s) pursuant to this Section 23, the Third Party Purchaser(s) shall remit to the Management each Individual Stockholder (i) the consideration (as reduced in accordance with Section 3(g)) for the Common Stock and Options held by the Management Required Securities of such Individual Stockholder being sold pursuant hereto hereto, minus (ii) such Individual Stockholder’s pro rata portion of any consideration to be escrowed placed in escrow or otherwise held back in accordance with the Third Party Terms, and minus (iii) the aggregate exercise price of any Options being Transferred Company Awards included in the Required Securities against transfer of such Required Securities, free and clear of all liens and encumbrances, by the Management Stockholder to the Third Party Purchaser(s), against delivery by the Management such Individual Stockholder of (A) certificates for Common Stocksuch Required Securities, duly endorsed for Transfer or with duly executed stock powers reasonably acceptable to the Company and such Third Party Purchaser(s) and/or (B) an instrument evidencing the transfer Transfer or the cancellation of the Options subject to Company Awards included in the Bring-Along Right Required Securities reasonably acceptable to the CompanyCompany and such Third Party Purchaser(s), and the compliance by the Management such Individual Stockholder with any other conditions to closing or payment of consideration generally applicable to the Acquiring Stockholder(s) Platinum Stockholders and all other holders of Common Stock Stockholders selling shares Securities in such transaction. In the event that the proposed Transfer to such Third Party Purchaser is not consummated, the Bring-Along Right shall continue to be applicable to any proposed subsequent Transfer of Securities by the Platinum Stockholders pursuant to this Section 3. (e) Notwithstanding In the event that any Platinum Stockholders exercise their rights pursuant to this Section 3 or a Company Sale is approved by the board of directors of the Company (the “Board”) and the holders of a majority of the then-outstanding Voting Shares, each Individual Stockholder shall consent to and raise no objections against such transaction, and shall take all actions that the Board and/or the applicable Platinum Stockholders reasonably deem necessary or desirable in connection with the consummation of such transaction; provided, that (x) the acquisition of the Securities held by each Individual Stockholder in connection with such transaction shall be on the Same Terms and Conditions as the acquisition of the Securities held by the Platinum Stockholders in connection with such transaction and (y) no Individual Stockholder shall be required to bear More than such Individual Stockholder’s pro rata share (determined based on the number of Securities sold in connection with such Company Sale) of all liabilities of the Stockholders for the representations; warranties and other obligations incurred in connection with such Company Sale (other than with respect to representations and warranties relating to the ownership of such Individual Stockholder’s or otherwise relating solely to such Individual Stockholder). Without limiting the generality of the foregoing, if each Individual Stockholder agrees, subject to the Management foregoing proviso, that it shall (i) consent to and raise no objections against such transaction; (ii) execute any purchase agreement, merger agreement or other agreement in connection with such transaction setting forth the terms and conditions of such transaction and any ancillary agreement with respect thereto; (iii) vote any Voting Shares held by such Individual Stockholder in favor of such transaction (including, without limitation, executing a written consent of stockholders approving such transaction); (iv) refrain from the exercise of appraisal rights with respect to such transaction and (v) at the request of the Third Party Purchaser, resign from any board of directors of the Company or any of its subsidiaries on which such Individual Stockholder is establisheda director. (f) If the Company or the holders of the Company’s securities enter into any transaction for which Rule 506 (or any similar rule then in effect) promulgated under the Securities Act, resident may be available (including, without limitation, a merger, consolidation or domiciled in The Netherlands (a “Netherlands Management Stockholder”other reorganization), neither each Individual Stockholder shall, if requested by the Common Stock nor Options held Company, appoint a purchaser representative (as such term is defined in Rule 501 of the Securities Act) reasonably acceptable to the Company. If such purchaser representative was designated by the Company, the Company shall pay the fees and expenses of such purchaser representative, but if any Individual Stockholder appoints another purchaser representative, such Management Individual Stockholder shall be subject to responsible for the Bring-Along Right set forth in this Section 2 unless fees and until the Third Party Purchaser holds, directly or indirectly, at least a majority expenses of the equity ownership and the voting rights purchaser representative so appointed. (g) Each Stockholder shall bear its pro rata share of the Common Stockfees, costs and expenses of any Company Sale or other transaction (pursuant to this Agreement or otherwise) in which it sells Securities.

Bring-Along Rights. (a) If any Acquiring Stockholder at any time, one or from time to timemore Carlyle Stockholders, in one transaction or a series of related transactions, proposes propose(s) to Transfer shares of Common Stock Shares to one or more Persons that is (i) not an Affiliate of each such Acquiring Stockholder or (ii) is an Operating Affiliate (for such purposes an Operating Affiliate will not be deemed to be an Affiliate) (both (i) and (ii) being Person, a “Third Party Purchaser”), then the Acquiring Stockholder(s) Carlyle Stockholders shall have the right (a “Bring-Along Right”), but not the obligation, and obligation (subject to the provision of Section 2(e) below3 hereof), to require each Management Stockholder to tender for purchase sell to the Third Party PurchaserPurchaser(s), on the same terms Same Terms and conditions Conditions as apply to the selling Acquiring Stockholder(s)Carlyle Stockholders exercising their Bring-Along Right, all or any portion of a that number of shares of Common Stock and Options Shares equal to (including any Options that vest as a result of the consummation of the Transfer to the Third Party Purchaser) that, in the aggregate, equal the lesser of (A) the number derived by multiplying (1i) the total number of shares of Common Stock Shares owned by the such Management Stockholder (including shares of Common Stock issuable in respect of all Options held by any Management Stockholder, whether or not exercised, and including any Options that vest as a result of the consummation of the Transfer to the Third Party Purchaser); multiplied by (2ii) a fraction, (A) the numerator of which is the total number of shares of Common Stock Shares to be sold by the Acquiring Stockholder(s) Carlyle Stockholders in connection with the such transaction or series of related transactions and (B) the denominator of which is the total number of the then then-outstanding shares of Common Stock Shares collectively held by all Acquiring Stockholder(s); or (B) the number of shares of Common Stock as the Acquiring Stockholder(s) shall designate in the Bring-Along Notice (as defined below); provided, however, all Bring-Along Rights will be exercised on a pro rata basis among the Management Stockholders based upon their relative holdings of Common Stock and OptionsCarlyle Stockholders. (b) If any Acquiring Stockholder elects to exercise its Any Carlyle Stockholders exercising their Bring-Along Right under this Section 2 with respect to the Restricted Shares held by the Management Stockholders and/or Options held by the Management Stockholders, the Acquiring Stockholder shall notify each Management Stockholder in writing deliver a written notice (collectively, the a “Bring-Along NoticesNotice”)) to each Management Stockholder. Each The Bring-Along Notice shall set forth: (i) the name of the Third Party Purchaser(s) and the number of shares of Common Stock Shares proposed to be sold by the Acquiring Stockholder Carlyle Stockholders to the such Third Party Purchaser(s); (ii) the proposed amount and form of consideration and material terms and conditions of payment offered to the Management Stockholder by the Third Party Purchaser(s) and a summary of any other material terms pertaining to the Transfer (“Third Party Terms”); and (iii) the number of shares of Common Stock and Options Shares that the Acquiring Stockholder elects each such Management Stockholder shall be required to sell in the Transfersuch Transfer (as determined in accordance with Section 2(a) above). The Bring-Along Notices Notice shall be given at least five three (53) days before the closing of the proposed Transfer. (c) Upon the giving a Management Stockholder’s receipt of a Bring-Along Notice, each such Management Stockholder shall be obligated to sell the such number of shares of Common Stock and Options Shares as is set forth in each Management Stockholder’s the Bring-Along Notice on the Third Party Terms; provided, however, that no Management Stockholder shall be required to bear more than such Management Stockholder’s pro rata share (determined based on proceeds received in connection with the transactions contemplated by the Bring-Along Notice) of all liabilities for the representations, warranties and other obligations incurred in connection with the transactions contemplated by the Bring-Along Notice (other than with respect to representations and warranties relating to the ownership of such Management Stockholders’ Shares or otherwise relating solely to such Management Stockholder). (d) At or promptly following the closing of the Transfer to any Third Party Purchaser(s) pursuant to this Section 2, the Third Party Purchaser(s) shall remit to the each Management Stockholder (i) the consideration (as set forth in the Bring-Along Notice delivered to such Management Stockholder) for the Common Stock and Options total sales price of the Shares held by the such Management Stockholder sold pursuant hereto hereto, minus (ii) such Management Stockholder’s pro rata portion of any consideration to be escrowed placed in escrow or otherwise held back in accordance with the Third Party Terms, against transfer of such Shares, free and minus the aggregate exercise price clear of any Options being Transferred all liens and encumbrances, by the Management Stockholder to the Third Party Purchaser(s), against delivery by the such Management Stockholder of certificates for Common Stocksuch Shares, duly endorsed for Transfer or with duly executed stock powers and an instrument evidencing the share transfer or the cancellation of the Options subject to the Bring-Along Right forms reasonably acceptable to the CompanyCompany and such Third Party Purchaser(s), and the compliance by the such Management Stockholder with any other conditions to closing or payment of consideration generally applicable to the Acquiring Stockholder(s) Carlyle Stockholders and all other holders of Common Stock Shares selling shares Shares in such transaction. In the event that the proposed Transfer of the Shares to such Third Party Purchaser is not consummated, the Bring-Along Right shall continue to be applicable to any proposed subsequent Transfer of Shares by the Carlyle Stockholders pursuant to this Section 2. (e) In the event that any Carlyle Stockholders exercise their rights pursuant to this Section 2 or a Company Sale is approved by the Board of Directors and the holders of at least fifty percent (50%) of the then-outstanding Shares, each Management Stockholder shall consent to and raise no objections against such transaction, and shall take all actions that the Board of Directors and/or the applicable Carlyle Stockholders reasonably deem necessary or desirable in connection with the consummation of such transaction; provided, that the acquisition of the Shares held by each Management Stockholder in connection with such transaction shall be on the Same Terms and Conditions as the acquisition of the Shares held by the Carlyle Stockholders in connection with such transaction. Without limiting the generality of the foregoing, each Management Stockholder agrees that it shall (i) consent to and raise no objections against such transaction; (ii) execute any purchase agreement, merger agreement or other agreement in connection with such transaction setting forth the terms and conditions of such transaction and any ancillary agreement with respect thereto; (iii) vote the Shares held by such Management Stockholder in favor of such transaction (including, without limitation, executing a written consent of stockholders approving such transaction); and (iv) refrain from the exercise of any appraisal rights with respect to such transaction. (ef) Notwithstanding any If the Company or the holders of the foregoingCompany’s securities enter into any transaction for which Rule 506 (or any similar rule then in effect) promulgated under the Securities Act may be available (including, without limitation, a merger, consolidation or other reorganization), each Management Stockholder shall, if requested by the Company, appoint a purchaser representative (as such term is defined in Rule 501 of the Securities Act) reasonably acceptable to the Company. If such purchaser representative was designated by the Company, the Company shall pay the fees and expenses of such purchaser representative, but if any Management Stockholder is establishedappoints another purchaser representative, resident or domiciled in The Netherlands (a “Netherlands Management Stockholder”), neither the Common Stock nor Options held by any such Management Stockholder shall be subject to responsible for the Bring-Along Right set forth in this Section 2 unless fees and until the Third Party Purchaser holds, directly or indirectly, at least a majority expenses of the equity ownership and the voting rights purchaser representative so appointed. (g) Each Management Stockholder shall bear its pro rata share of the Common Stockcosts of any Company Sale or other transaction (pursuant to this Agreement or otherwise) in which it sells Shares.

Bring-Along Rights. (a) If any Acquiring Stockholder Carlyle Shareholder at any time, or from time to time, in one transaction or a series of related transactions, proposes to Transfer shares of Common Stock to one or more Persons that is persons or entities (i) not an Affiliate of such Acquiring Stockholder or (ii) is an Operating Affiliate (for such purposes an Operating Affiliate will not be deemed to be an Affiliate) (both (i) and (ii) being a “Third Party Purchaser”), then the Acquiring Stockholder(sCarlyle Shareholder(s) shall have the right (a “Bring-Along Right”), but not the obligation, and subject to the provision of Section 2(e) below, to require each Management Stockholder Employee Shareholder to tender for purchase to the Third Party Purchaser, at the same price per share of Common Stock and on the same terms and conditions as apply to the selling Acquiring Stockholder(sCarlyle Shareholder(s), all or any portion of a number of shares of Common Stock Restricted Shares and Vested Options (including any Options such options that vest as a result of the consummation of the such Transfer to the such Third Party Purchaser) that, in the aggregate, equal the lesser of (Ax) the number derived by multiplying (1i) the total number of shares of Common Stock Restricted Shares owned by the Management Stockholder such Employee Shareholder (including shares of Common Stock Restricted Shares issuable in respect of all Vested Options held by any Management Stockholder, such Employee Shareholder whether or not exercised, then exercised and including any Options such options that vest as a result of the consummation of the such Transfer to the such Third Party Purchaser); ) by (2ii) a fraction, the numerator of which is the total number of shares of Common Stock to be sold by the Acquiring Stockholder(ssuch Carlyle Shareholder(s) in connection with the such transaction or series of related transactions and the denominator of which is the total number of the then outstanding shares of Common Stock held by all Acquiring Stockholder(sCarlyle Shareholders(s); , or (By) the such lesser number of shares of Common Stock as the Acquiring Stockholder(ssuch Carlyle Shareholder(s) shall designate in the Bring-Along Notice (as defined below); provided, however, all Bring-Along Rights will be exercised on a pro rata basis among the Management Stockholders based upon their relative holdings of Common Stock and Options. (b) If any Acquiring Stockholder Carlyle Shareholder elects to exercise its Bring-Along Right under this Section 2 3 with respect to the Restricted Shares held by the Management Stockholders and/or Vested Options held by the Management Stockholdersany Employee Shareholder, the Acquiring Stockholder then it shall so notify each Management Stockholder such Employee Shareholder in writing (collectively, the “Bring-Along NoticesNotice”). Each Bring-Along Notice shall set forth: (i) the name of the Third Party Purchaser(s) and the number of shares of Common Stock proposed to be sold by the Acquiring Stockholder such Carlyle Shareholder to the such Third Party Purchaser(s); , (ii) the proposed amount and form of consideration and terms and conditions of payment offered by the Third Party Purchaser(s) and a summary of any other material terms pertaining to the Transfer (“Third Party Terms”); ) and (iii) the number of shares of Common Stock Restricted Shares and Vested Options that the Acquiring Stockholder such Carlyle Shareholder elects each Management Stockholder such Employee Shareholder to sell in the such Transfer. The Bring-Along Notices Notice shall be given at least five (5) days before the closing of the proposed Transfer. (c) Upon the giving of a Bring-Along Notice, each Management Stockholder such Employee Shareholder shall be obligated to sell the such number of shares of Common Stock Restricted Shares and Vested Options as is set forth in each Management Stockholder’s the Bring-Along Notice on the Third Party Terms. (d) At the closing of the Transfer to any Third Party Purchaser(s) pursuant to this Section 23, the Third Party Purchaser(s) shall remit to the Management Stockholder such Employee Shareholder the consideration payable for the Common Stock and Vested Options held by the Management Stockholder sold pursuant hereto minus any consideration to be escrowed or otherwise held back in accordance with the Third Party Terms, and sold by such Employee Shareholder minus the aggregate exercise price of any Vested Options being Transferred by the Management Stockholder such Employee Shareholder to the such Third Party Purchaser(s), against delivery by the Management Stockholder such Employee Shareholder of certificates for such Common Stock, duly endorsed for Transfer or with duly executed stock powers and an instrument evidencing the transfer or the cancellation of the Vested Options subject to the Bring-Along Right reasonably acceptable to the Company, and the compliance by the Management Stockholder such Employee Shareholder with any other conditions to closing generally applicable to the Acquiring Stockholder(sCarlyle Shareholder(s) and all other holders of Common Stock selling shares in such transaction. To the extent required by the Third Party Terms generally applicable to the Carlyle Shareholder(s) and all other holders of Common Stock selling shares in such transaction, any portion of the consideration payable to any Employee Shareholder may be escrowed or otherwise held back. (e) Notwithstanding the forgoing in no event shall the Third Party Terms provide that (i) any shareholder (including any Management Shareholder and any Carlyle Shareholder) will be liable for the breach of any representation and warranty made by any other shareholder with respect to the title to the securities being sold by such other shareholder or any other representations and warranties to the extent they relate solely to any other shareholder and not the Company or its subsidiaries (e.g. due authorization, enforceability, no conflicts), the liability for which shall be several and not joint or (ii) any shareholder shall have any liability in excess of the foregoing, if aggregate consideration received by such shareholder in the Management Stockholder is established, resident transaction or domiciled in The Netherlands (a “Netherlands Management Stockholder”), neither the Common Stock nor Options held by any such Management Stockholder shall be subject series of related transactions giving rise to the Bring-Along Right set forth in this Section 2 unless and until the Third Party Purchaser holds, directly or indirectly, at least a majority of the equity ownership and the voting rights of the Common StockRight.

Bring-Along Rights. (a) If any Acquiring Tenaska Stockholder at any time, or from time to time, in one transaction or a series of related transactions, proposes to Transfer shares of Common Stock and/or shares of preferred stock convertible into Common Stock in one, or a series of related, arm’s length transactions to one or more Persons that is who are bona fide third party purchasers (i) not an Affiliate of such Acquiring Stockholder or (ii) is an Operating Affiliate (for such purposes an Operating Affiliate will not be deemed to be an Affiliate) (both (i) and (ii) being each, a “Third Party Purchaser”)) that is not an Affiliate of the Tenaska Stockholder, then the Acquiring Tenaska Stockholder(s) shall have the right (a “Bring-Along Right”), but not the obligation, and subject to the provision of Section 2(e) below, to require each Management Stockholder to tender for purchase to the Third Party Purchaser, on the same terms and conditions as apply to the selling Acquiring Tenaska Stockholder(s), all or any portion of a number of shares of Common Stock Restricted Securities (and Options (including any Options Equity Plan Shares that vest as a result of the consummation of the Transfer to the Third Party Purchaserwould otherwise be deliverable in connection with Vested Awards in such transaction) that, in the aggregate, equal the lesser of (A) the number derived by multiplying (1) the total number of shares of Common Stock Restricted Securities owned by the Management Stockholder (including shares of Common Stock Equity Plan Shares issuable in respect of all Options held Vested Awards by any the Management Stockholder, Stockholder whether or not exercised, exercised and including any Options SARs and RSUs that vest as a result of the consummation of the Transfer to the Third Party Purchaser); by (2) a fraction, the numerator of which is the total number of shares of Common Stock to be sold by the Acquiring Tenaska Stockholder(s) in connection with the transaction or series of related transactions and the denominator of which is the total number of the then outstanding shares of Common Stock (including all shares of preferred stock, measured on an as-if converted basis) held by all Acquiring Tenaska Stockholder(s); or (B) the number of shares of Common Stock as the Acquiring Stockholder(s) shall designate in the Bring-Along Notice (as defined below); provided, however, all Bring-Along Rights will be exercised on a pro rata basis among the Management Stockholders based upon their relative holdings of Common Stock and Options. (b) If any Acquiring Tenaska Stockholder elects to exercise its Bring-Along Right under this Section 2 3 with respect to the Restricted Shares held by the Management Stockholders and/or Options Securities held by the Management Stockholders, the Acquiring Stockholder such Tenaska Stockholder(s) shall notify each Management Stockholder in writing of such election (collectively, the “Bring-Along Notices”). Each Bring-Along Notice shall set forth: (i) the name of the Third Party Purchaser(s) and the number of shares of Common Stock and/or shares of preferred stock convertible into Common Stock proposed to be sold by the Acquiring Tenaska Stockholder to the Third Party Purchaser(s); (ii) the proposed amount and form of consideration and terms and conditions of payment offered by the Third Party Purchaser(s) and a summary of any other material terms pertaining to the Transfer (“Third Party Terms”); ) and (iii) the number of shares of Common Stock Restricted Securities and Options Equity Plan Shares pursuant to Vested Awards otherwise deliverable upon the transaction that the Acquiring Stockholder elects each Management Stockholder to shall sell in the Transfer. The Bring-Along Notices shall be given at least five seven (57) business days before the closing of the proposed Transfer. (c) Upon the giving of a Bring-Along Notice, each Management Stockholder shall be obligated to sell the number of shares of Common Stock and Options Restricted Securities set forth in each Management Stockholder’s Bring-Along Notice on the Third Party Terms. (d) At the closing of the Transfer to any Third Party Purchaser(s) pursuant to this Section 23, the Third Party Purchaser(s) shall remit to the Management Stockholder the consideration for the Common Stock and Options Restricted Securities held by the Management Stockholder sold pursuant hereto minus any consideration to be escrowed or otherwise held back in accordance with the Third Party Terms, and minus the aggregate exercise price of any Options Vested Awards being Transferred by the Management Stockholder to the Third Party Purchaser(s), against delivery by the Management Stockholder of certificates for Common StockRestricted Securities, duly endorsed for Transfer or with duly executed stock powers and an instrument evidencing the transfer or the cancellation of the Options Vested Awards subject to the Bring-Along Right (in each case, in a form reasonably acceptable to the CompanyCompany and the Tenaska Stockholder), and the compliance by the Management Stockholder with any other conditions to closing generally applicable to the Acquiring Tenaska Stockholder(s) and all other holders of Common Stock (and/or shares of preferred stock convertible into Common Stock) selling shares in such the transaction. (e) Notwithstanding . The foregoing notwithstanding in connection with any of the foregoingTransfer, if the Management Stockholder is established, resident or domiciled in The Netherlands (a “Netherlands Management Stockholder”), neither the Common Stock nor Options held by any such Management Stockholder shall not be subject required to the Bring-Along Right set forth make any representations or warranties other than reasonable and customary representations or warranties (i) regarding his or her ownership of and title to his or her Restricted Securities, and (ii) typically made by Management and offers in this Section 2 unless and until the Third Party Purchaser holds, directly or indirectly, at least a majority of the equity ownership and the voting rights of the Common Stocksimilar transactions.

Bring-Along Rights. (a) If any Acquiring Stockholder Subject to Sections 3.6(g) and 10.1(h), if the Selling Investors at any time, or from time to time, in one a bona fide arms-length transaction or a series of related transactions, proposes to Transfer shares Transfer, directly or indirectly, Units then held by them sufficient to result in a Change of Common Stock Control, to one or more Persons that is (i) not an Affiliate of such Acquiring Stockholder or (ii) is an Operating Affiliate (for such purposes an Operating Affiliate will not be deemed to be an Affiliate) (both (i) and (ii) being a “Third Party Purchaser”)Prospective Purchasers, then the Acquiring Stockholder(s) Selling Investors shall have the right (a “Bring-Along Right”), but not the obligation, and subject to the provision of Section 2(e) belowany Tag-Along Rights, to require each Management Stockholder Member to tender for purchase to the Third Party PurchaserProspective Purchaser(s), on the same terms and conditions as apply to the selling Acquiring Stockholder(sSelling Investors (subject to the price allocation principles in Section 10.3(e)), all or any portion of a number of shares of Common Stock and Options (including any Options that vest as a result of the consummation of the Transfer to the Third Party Purchaser) Units that, in the aggregate, equal the lesser of (A) the number derived by multiplying (1) the total number of shares of Common Stock Units owned by the Management Stockholder (including shares of Common Stock issuable in respect of all Options held by any Management Stockholder, whether or not exercised, and including any Options that vest as a result of the consummation of the Transfer to the Third Party Purchaser)such Member; by (2) a fraction, the numerator of which is the total number of shares of Common Stock Units to be sold sold, directly or indirectly, by the Acquiring Stockholder(s) Selling Investors in connection with the transaction or series of related transactions and the denominator of which is the total number of the then outstanding shares of Common Stock Units held by all Acquiring Stockholder(s)the Selling Investors; or (B) the number of shares of Common Stock Units as the Acquiring Stockholder(s) Selling Investors shall designate in the Bring-Along Notice (as defined below); provided. The Selling Investors shall have the right, howeverbut not the obligation to require each Class B Member to tender for purchase any Class B Common Units that are Vested Class B Common Units, all and any Class B Common Units that are Unvested Class B Common Units at the time the Selling Investors exercise the Bring-Along Rights will Right shall be exercised on a pro rata basis among cancelled unless any such Class B Common Units vest in connection with such transaction per the Management Stockholders based upon their relative holdings terms of Common Stock and Optionsthe Member’s applicable Incentive Unit Agreement or unless otherwise determined by the Board. (b) If any Acquiring Stockholder elects the Selling Investors elect to exercise its the Bring-Along Right under this Section 2 10.3 with respect to the Restricted Shares Units held by the Management Stockholders and/or Options held by the Management StockholdersSelling Investors, the Acquiring Stockholder Selling Investors shall notify each Management Stockholder Member in writing (collectively, the “Bring-Along Notices”). Each Bring-Along Notice shall set forth: (i) the name of the Third Party Purchaser(s) and the number of shares of Common Stock proposed to be sold by the Acquiring Stockholder to the Third Party Purchaser(s); (ii) the proposed amount and form of consideration and terms and conditions of payment offered by the Third Party Prospective Purchaser(s) and a summary of any other material terms pertaining to the Transfer (“Third Party Terms”); and (iiiii) the number of shares of Common Stock and Options that the Acquiring Stockholder elects each Management Stockholder Units to sell be sold by such Member in the TransferTransfer as determined pursuant to Section 10.3(a). The Bring-Along Notices shall be given at least five ten (510) days Business Days before the closing of the proposed Transfer. (c) Upon the giving of a Bring-Along Notice, each Management Stockholder Member shall be obligated to sell the number of shares of Common Stock Units determined pursuant to Sections 10.3(a) and Options set forth in each Management StockholderMember’s Bring-Along Notice on the Third Party Terms. (d) At the closing of the Transfer to any Third Party Prospective Purchaser(s) pursuant to this Section 210.3, the Third Party Prospective Purchaser(s) shall remit to the Management Stockholder Member the consideration for the Common Stock and Options total sales price of the Units held by the Management Stockholder Member sold pursuant hereto minus any consideration to be escrowed or otherwise held back in accordance with the Third Party Terms, and minus the aggregate exercise price of any Options being Transferred by the Management Stockholder to the Third Party Purchaser(s), against delivery by the Management Stockholder Member of certificates for Common Stockthe Units (if the Units are certificated), duly endorsed for Transfer or with duly executed stock powers and and, as applicable, an instrument evidencing the transfer or the cancellation of the Options Units subject to the Bring-Along Right reasonably acceptable to the Company, and the compliance by the Management Stockholder Member with any other conditions to closing generally applicable to the Acquiring Stockholder(s) Selling Investors and all other holders of Common Stock Members selling shares Units in such the transaction. (e) Notwithstanding In any of Transfer with respect to which the foregoing, if the Management Stockholder is established, resident or domiciled in The Netherlands (a “Netherlands Management Stockholder”), neither the Common Stock nor Options held by any such Management Stockholder shall be subject to Selling Investors have exercised the Bring-Along Right set forth Right, the following price allocation principles shall apply: (A) The Selling Investors will in this Section 2 unless and until good faith allocate the Third Party Purchaser holdsaggregate purchase price between (i) the Class A Common Units being Transferred as a class, directly or indirectly, at least (ii) the Class B Common Units being Transferred as a majority of the equity ownership and the voting class in accordance with rights of the respective classes to Distributions under Section 9.1(b) and (iii) the Class C Common StockUnits being Transferred as a class in accordance with the rights of the respective classes to Distributions under Section 9.1(b), which may result in more proceeds being allocated in respect of the Class A Common Units as a class than each of the Class B Common Units as a class and the Class C Common Units as a class. (B) The purchase price allocated to the Class A Common Units being Transferred as a class will be allocated equally among such Class A Common Units on a per Unit basis. (C) The purchase price allocated to the Class B Common Units being Transferred as a class will be allocated among such Class B Common Units in good faith by the Selling Investors in accordance with the respective rights to Distributions of such Class B Common Units under Section 9.1(b). (D) The purchase price allocated to the Class C Common Units being Transferred as a class will be allocated among such Class C Common Units in good faith by the Selling Investors in accordance with the respective rights to Distributions of such Class C Common Units under Section 9.1(b).

Bring-Along Rights. (a) If any Acquiring Stockholder at any timeIf, on or from time after the earlier of (i) the second anniversary of the date hereof and (ii) the date that Executive ceases to timebe Chief Executive Officer of the Company (the earlier of the date referred to in the preceding clauses (i) and (ii) being referred to as the "Bring-Along Date"), one or more Stockholders, in one transaction or a series of related transactions, proposes to Transfer shares fifty percent (50%) or more of Common Stock the Shares then collectively held by all Stockholders to one or more Persons that is other than Permitted Transferees (i) not an Affiliate of each such Acquiring Stockholder or (ii) is an Operating Affiliate (for such purposes an Operating Affiliate will not be deemed to be an Affiliate) (both (i) and (ii) being Person, a “"Third Party Purchaser”"), then such Stockholder(s) (the Acquiring "Transferring Stockholder(s)") shall have the right (a “"Bring-Along Right”"), but not the obligation, and obligation (subject to the provision of Section 2(e) below3 hereof), to require each Management other Stockholder (each, a "Selling Stockholder") to tender for purchase to the Third Party PurchaserPurchaser(s), on the same terms and conditions as apply to the selling Acquiring Transferring Stockholder(s)) (provided, all or however, that (i) in the event that the Transferring Stockholder(s) are granted the right to appoint only one director of any Person in connection with such Transfer, the Transferring Stockholders shall be entitled to designate such member of the board of directors of such Person and (ii) in the event that any portion of the consideration payable in connection with such Transfer is in a form other than cash and Executive refuses to accept such non-cash consideration pursuant to Section 2(h), at the election of the Transferring Stockholders, the consideration payable to Executive in connection with such Transfer may consist solely of cash in an amount per share equal to the fair market value (determined based on the manner in which the value of the non-cash consideration was determined in connection with such transaction) of the per share consideration received by the Transferring Stockholders), a number of shares of Common Stock and Options Equity Securities (including any Options options that vest as a result of the consummation of the such Transfer to the such Third Party PurchaserPurchaser(s)) that, in the aggregate, equal the lesser of (A) the number derived by multiplying (1A) the total number of shares of Common Stock Equity Securities owned by the Management such Selling Stockholder (including shares of Common Stock issuable in respect of all Options held by any Management Stockholder, whether or not exercised, and including any Options options that vest as a result of the consummation of the such Transfer to the such Third Party PurchaserPurchaser(s)); by (2B) a fraction, the numerator of which is the total number of shares of Common Stock to be sold by the Acquiring such Transferring Stockholder(s) in connection with the such transaction or series of related transactions transactions, and the denominator of which is the total number of the then then-outstanding shares of Common Stock collectively held by all Acquiring the Transferring Stockholder(s); . For purposes of this Section 2 and Section 3 hereof, the phrase "number of Equity Securities" held by any Person or (B) group of Persons shall mean the number of Shares held by such Person or group of Persons plus the number of shares of Common Stock as the Acquiring Stockholder(s) shall designate in the Bring-Along Notice (as defined below); provided, however, all Bring-Along Rights will be exercised on a pro rata basis among the Management Stockholders based issuable upon their relative holdings exercise of Common Stock and OptionsVested Options held by such Person or group of Persons. (b) If any Acquiring Transferring Stockholder elects to exercise its Bring-Along Right under this Section 2 with respect to the Restricted Shares Equity Securities held by the Management Stockholders and/or Options held by the Management Stockholdersany Selling Stockholder, the Acquiring Stockholder then it shall so notify each Management such Selling Stockholder in writing (collectively, the “a "Bring-Along Notices”Notice"). Each Bring-Along Notice shall set forth: (i) the name of the Third Party Purchaser(s) and the number of shares of Common Stock proposed to be sold by the Acquiring Stockholder Transferring Stockholder(s) to the such Third Party Purchaser(s); (ii) the proposed amount and form of consideration and material terms and conditions of payment offered by the Third Party Purchaser(s) and a summary of any other material terms pertaining to the Transfer (“"Third Party Terms”"); and (iii) the number of shares of Common Stock and Options Equity Securities that the Acquiring such Selling Stockholder elects each Management Stockholder shall be required to sell in the Transfersuch Transfer (as determined in accordance with Section 2(a) above). The Bring-Along Notices Notice shall be given at least five fifteen (515) days before the closing of the proposed Transfer. (c) Upon the giving of a Bring-Along Notice, each Management Stockholder shall be obligated to sell the number of shares of Common Stock and Options set forth in each Management Stockholder’s Bring-Along Notice on the Third Party Terms. (d) At the closing of the Transfer to any Third Party Purchaser(s) pursuant to this Section 2, the Third Party Purchaser(s) shall remit to the Management Stockholder the consideration for the Common Stock and Options held by the Management Stockholder sold pursuant hereto minus any consideration to be escrowed or otherwise held back in accordance with the Third Party Terms, and minus the aggregate exercise price of any Options being Transferred by the Management Stockholder to the Third Party Purchaser(s), against delivery by the Management Stockholder of certificates for Common Stock, duly endorsed for Transfer or with duly executed stock powers and an instrument evidencing the transfer or the cancellation of the Options subject to the Bring-Along Right reasonably acceptable to the Company, and the compliance by the Management Stockholder with any other conditions to closing generally applicable to the Acquiring Stockholder(s) and all other holders of Common Stock selling shares in such transaction. (e) Notwithstanding any of the foregoing, if the Management Stockholder is established, resident or domiciled in The Netherlands (a “Netherlands Management Stockholder”), neither the Common Stock nor Options held by any such Management Stockholder shall be subject to the Bring-Along Right set forth in this Section 2 unless and until the Third Party Purchaser holds, directly or indirectly, at least a majority of the equity ownership and the voting rights of the Common Stock.

Bring-Along Rights. (a) If any Acquiring Stockholder at any time6.1 Until an IPO, and subject to the voting rights set forth in the Amended Certificate, in the event a third party offers to purchase all or from time to time, substantially all of the issued capital stock and/or assets of the Company in one transaction or a series of related transactionstransactions or otherwise effect a Deemed Liquidation (the “Purchase Offer”), proposes then, in the event that Stockholders holding more than fifty percent (50%) of the Company’s then issued and outstanding share capital, which majority shall also include Preferred Stockholders holding more than fifty percent (50%) of the Company’s then issued and outstanding Preferred Stock (on an as-converted basis), agree to Transfer shares accept the Purchase Offer (each of Common Stock the above mentioned Preferred Stockholders agreeing to one or more Persons accept the Purchase Offer shall be referred to as a “Drag Along Stockholder”), then, provided that is the Purchase Offer received all necessary consents in accordance with the Company’s Amended and Restated Certificate of Incorporation: (i) at every meeting of the stockholders of the Company called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, each of the other stockholders of the Company (the “Remaining Holders”) shall vote all shares of capital stock of the Company that such Remaining Holder then holds or for which such Remaining Holder otherwise then has voting power: (A) in favor of approval of the Purchase Offer and any matter that could reasonably be expected to facilitate the Purchase Offer, and (B) against any proposal for any recapitalization, merger, sale of assets or other business combination (other than the Purchase Offer) between the Company and any person or entity other than the party or parties to the Purchase Offer or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the definitive agreement(s) related to the Purchase Offer or which could result in any of the conditions to the Company’s obligations under such agreement(s) not an Affiliate of such Acquiring Stockholder or being fulfilled; (ii) if the Purchase Offer is structured as (A) a merger, consolidation or sale of assets, each Remaining Holder shall waive any dissenters’ rights or similar rights in connection with such merger, consolidation or sale of assets, or (B) a sale of stock, each Remaining Holder shall agree to sell all of the Shares and rights to acquire shares of capital stock of the Company held by such Remaining Holder on the terms and conditions approved by the Drag Along Stockholders; and (iii) each Remaining Holder shall take all necessary actions in connection with the consummation of the Purchase Offer as requested by the Company or the Drag Along Stockholders and shall, if requested by the Drag Along Stockholders, execute and deliver any agreements prepared in connection with such Purchase Offer which agreements are executed by the Drag Along Stockholders. (b) Each Remaining Holder hereby grants to the Chief Executive Officer of the Company an irrevocable proxy, coupled with an interest, effective upon a failure or a refusal by any such Remaining Holder to vote its Shares in accordance herewith, within 30 days of the receipt of notice of the Purchase Offer, to vote all of such Remaining Holder’s Shares and to take such other actions to the extent reasonably necessary to carry out the provisions of this Section 6 in the event of any breach or imminent breach of this Section 6. The Company and all of its stockholders each agree and acknowledge that: (i) monetary damages would not adequately compensate an injured party for the breach of this Section 6 by any party; (ii) this Section 6 shall be specifically enforceable; and (iii) any breach or threatened breach of this Section 6 shall be the proper subject of a temporary or permanent injunction or restraining order. Further, each party hereto waives any claim or defense that there is an Operating Affiliate (adequate remedy at law for such purposes breach or threatened breach. In the event that any party hereto who is a stockholder of the Company fails to surrender its stock certificate in connection with the consummation of such Purchase Offer, such certificate shall be deemed automatically canceled and the Company shall be authorized to issue a new certificate in the name of the third party purchaser that made the Purchase Offer (or such other person as is requested by the purchaser) and the Company’s Board of Directors shall be authorized to establish an Operating Affiliate escrow account into which the consideration for such canceled shares shall be deposited and to appoint a trustee to administer such account. 6.2 The proceeds of the Purchase Offer shall be distributed pursuant to Article IV(B)(2) of the Amended Certificate. 6.3 The Company’s equity based plans and all other issuances of Company’s securities will include provision that subject all shares issuable under such plans or other issuances to the provisions of this Section 6. 6.4 The provisions of Section 2, 3 and 4 shall not apply to a sale of shares in accordance with this Section 6. 6.5 Notwithstanding the foregoing, a Remaining Stockholder will not be deemed required to comply with this Section 6 in connection with any Purchase Offer unless: (a) any representations and warranties to be an Affiliate) (both made by such Remaining Stockholder in connection with the Purchase Offer are limited to representations and warranties related to authority, ownership and the ability to convey title to the shares of capital stock of the Company held by such Remaining Stockholder, including but not limited to representations and warranties that (i) the Remaining Stockholder holds all right, title and interest in and to the shares of capital stock of the Company such Remaining Stockholder purports to hold, free and clear of all liens and encumbrances, (ii) being the obligations of the Remaining Stockholder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Remaining Stockholder have been duly executed by the Remaining Stockholder and delivered to the acquirer and are enforceable against the Remaining Stockholder in accordance with their respective terms and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Remaining Stockholder’s obligations thereunder, will cause a “Third Party Purchaser”breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (b) the Remaining Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other person or entity in connection with the Purchase Offer, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Stockholder of any of identical representations, warranties and covenants provided by all Stockholders); (c) the liability for indemnification, then if any, of such Remaining Stockholder in connection with the Acquiring Stockholder(s) shall have Purchase Offer and for the right inaccuracy of any representations and warranties made by the Company or its Stockholders in connection with such Purchase Offer, is several and not joint with any other person or entity (a “Bring-Along Right”except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Stockholder of any of identical representations, warranties and covenants provided by all Stockholders), but not the obligation, and subject to the provision provisions of Section 2(e) below, to require each Management Stockholder to tender for purchase the Amended Certificate related to the Third Party Purchaserallocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Remaining Stockholder in connection with such Purchase Offer; (d) liability shall be limited to such Remaining Stockholder’s applicable share (determined based on the same terms and conditions as apply respective proceeds payable to each Stockholder in connection with such Purchase Offer in accordance with the selling Acquiring Stockholder(s), all or any portion provisions of the Amended Certificate) of a number negotiated aggregate indemnification amount that applies equally to all Stockholders but that in no event exceeds the amount of consideration otherwise payable to such Remaining Stockholder in connection with such Purchase Offer, except with respect to claims related to fraud by such Remaining Stockholder, the liability for which need not be limited as to such Remaining Stockholder; (e) upon the consummation of the Purchase Offer, (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock, (ii) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by other holders in respect of their shares of such same series, (iii) each Common Stockholder will receive the same amount of consideration per share of Common Stock or Series E Preferred Stock, as applicable, as is received by other Common Stockholders in respect of their shares of Common Stock or shares of Series E Preferred Stock, as applicable, and Options (including iv) the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock (assuming for this purpose that the Purchase Offer is a Deemed Liquidation) in accordance with Article IV (B)(2) of the Amended Certificate in effect immediately prior to the Purchase Offer; provided, however, that, notwithstanding the foregoing, if the consideration to be paid in exchange for the shares of capital stock of the Company held by the Common Stockholders or the Preferred Stockholders, as applicable, pursuant to this Subsection 6.5(e) includes any Options that vest securities and due receipt thereof by any Common Stockholder or Preferred Stockholder would require under applicable law (x) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (y) the provision to any Common Stockholder or Preferred Stockholder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act of 1933, as amended, the Company may cause to be paid to any such Common Stockholder or Preferred Stockholder in lieu thereof, against surrender of the shares of capital stock of the Company held by the Common Stockholder or Preferred Stockholder, as applicable, which would have otherwise been sold by such Common Stockholder or Preferred Stockholder, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Common Stockholder or Preferred Stockholder would otherwise receive as of the date of the issuance of such securities in exchange for the shares of capital stock of the Company held by such Common Stockholder or Preferred Stockholder, as applicable; (f) subject to clause (e) above, requiring the same form of consideration to be available to the holders of any single class or series of capital stock, if any holders of any capital stock of the Company are given an option as to the form and amount of consideration to be received as a result of the consummation Purchase Offer, all holders of such capital stock will be given the Transfer to the Third Party Purchaser) that, in the aggregate, equal the lesser of (A) the number derived by multiplying (1) the total number of shares of Common Stock owned by the Management Stockholder (including shares of Common Stock issuable in respect of all Options held by any Management Stockholder, whether or not exercised, and including any Options that vest as a result of the consummation of the Transfer to the Third Party Purchaser); by (2) a fraction, the numerator of which is the total number of shares of Common Stock to be sold by the Acquiring Stockholder(s) in connection with the transaction or series of related transactions and the denominator of which is the total number of the then outstanding shares of Common Stock held by all Acquiring Stockholder(s); or (B) the number of shares of Common Stock as the Acquiring Stockholder(s) shall designate in the Bring-Along Notice (as defined below)same option; provided, however, all Bring-Along Rights will be exercised on a pro rata basis among the Management Stockholders based upon their relative holdings of Common Stock and Options. (b) If any Acquiring Stockholder elects to exercise its Bring-Along Right under that nothing in this Section 2 with respect 6.5(f) shall entitle any holder to the Restricted Shares held by the Management Stockholders and/or Options held by the Management Stockholders, the Acquiring Stockholder shall notify each Management Stockholder in writing (collectively, the “Bring-Along Notices”). Each Bring-Along Notice shall set forth: (i) the name of the Third Party Purchaser(s) and the number of shares of Common Stock proposed to be sold by the Acquiring Stockholder to the Third Party Purchaser(s); (ii) the proposed amount and receive any form of consideration and terms and conditions that such holder would be ineligible to receive as a result of payment offered by the Third Party Purchaser(s) and a summary of such holder’s failure to satisfy any other material terms pertaining to the Transfer (“Third Party Terms”); and (iii) the number of shares of Common Stock and Options condition, requirement or limitation that the Acquiring Stockholder elects each Management Stockholder to sell in the Transfer. The Bring-Along Notices shall be given at least five (5) days before the closing of the proposed Transfer. (c) Upon the giving of a Bring-Along Notice, each Management Stockholder shall be obligated to sell the number of shares of Common Stock and Options set forth in each Management Stockholder’s Bring-Along Notice on the Third Party Terms. (d) At the closing of the Transfer to any Third Party Purchaser(s) pursuant to this Section 2, the Third Party Purchaser(s) shall remit to the Management Stockholder the consideration for the Common Stock and Options held by the Management Stockholder sold pursuant hereto minus any consideration to be escrowed or otherwise held back in accordance with the Third Party Terms, and minus the aggregate exercise price of any Options being Transferred by the Management Stockholder to the Third Party Purchaser(s), against delivery by the Management Stockholder of certificates for Common Stock, duly endorsed for Transfer or with duly executed stock powers and an instrument evidencing the transfer or the cancellation of the Options subject to the Bring-Along Right reasonably acceptable to the Company, and the compliance by the Management Stockholder with any other conditions to closing is generally applicable to the Acquiring Stockholder(s) and all other holders of Common Stock selling shares in such transaction.Company’s Stockholders; and (eg) Notwithstanding any G+J shall not be required to agree to (i) a release of claims except in its capacity as a stockholder of the foregoingCompany, if or (ii) any non-competition restriction and, with respect to any non-solicitation, no hire, or other restrictive covenant, the Management Stockholder is establishedCompany shall use commercially reasonable efforts, resident taking into account G+J’s commercial requirements, to obtain an exemption for G+J; provided, however, such limitation shall not be deemed to limit, terminate or domiciled in The Netherlands (a “Netherlands Management Stockholder”)otherwise impair the Company’s ability to enforce its rights pursuant to Section 24 of that certain Share Purchase Agreement dated February 25, neither 2019 by and among G+J, the Common Stock nor Options held by any such Management Stockholder shall be subject Company and the other persons named therein to the Bring-Along Right extent the rights set forth in this Section 2 unless and until such section were in effect immediately prior to the Third Party Purchaser holds, directly or indirectly, at least a majority closing of the equity ownership and the voting rights of the Common Stocksuch Purchase Offer.

Bring-Along Rights. (a) If any Acquiring the Board approves the sale of the Company to another entity (whether by merger, consolidation, sale of all or substantially all of the Company’s assets or sale of all or substantially all of the outstanding shares of the Company’s capital stock) (an “Approved Sale”), then (i) each Management Stockholder at any timeshall consent to, or from time to timevote for and raise no objections against the Approved Sale and (ii) if the Approved Sale is structured as a sale of capital stock, each Holder shall sell all Common Stock held by the Holder on the terms and conditions approved by the Board. Each Holder shall promptly take all actions as the Board shall deem necessary and appropriate in one transaction or a series connection with the consummation of related transactionsthe Approved Sale. In the event of an Approved Sale, proposes to Transfer all Holders, unless they agree otherwise, shall receive as consideration upon such Approved Sale for their shares of Common Stock to one or more Persons that is (i) not an Affiliate of such Acquiring Stockholder or (ii) is an Operating Affiliate (for such purposes an Operating Affiliate will not be deemed to be an Affiliate) (both (i) and (ii) being a “Third Party Purchaser”), then the Acquiring Stockholder(s) shall have the right (a “Bring-Along Right”), but not the obligation, and subject to the provision of Section 2(e) below, to require each Management Stockholder to tender for purchase to the Third Party Purchaser, on the same terms type of consideration and conditions the same amount of consideration per share as apply to the selling Acquiring Stockholder(s), all or any portion of a number of shares of Common Stock and Options (including any Options that vest as a result shall be received by members of the consummation of the Transfer to the Third Party Purchaser) that, in the aggregate, equal the lesser of (A) the number derived by multiplying (1) the total number of shares of Common Stock owned by the Management Stockholder (including shares of Common Stock issuable in respect of all Options held by any Management Stockholder, whether or not exercised, and including any Options that vest as a result of the consummation of the Transfer to the Third Party Purchaser); by (2) a fraction, the numerator of which is the total number of shares of Common Stock to be sold by the Acquiring Stockholder(s) LGB Group in connection with the transaction or series of related transactions and the denominator of which is the total number of the then outstanding shares of Common Stock held by all Acquiring Stockholder(s); or (B) the number of shares of Common Stock as the Acquiring Stockholder(s) shall designate in the Bring-Along Notice (as defined below)such Approved Sale; provided, however, all Bring-Along Rights will that if the purchase price for the shares is to be exercised on a pro rata basis among paid, in whole or in part, other than in cash, then the Management Stockholders based upon their relative holdings Board may elect to have the Holders (other than members of Common Stock the LGB Group) paid cash in lieu of, and Optionsin an amount equal to the fair market value of, such noncash consideration. (b) If any Acquiring Stockholder elects the Board desires to exercise its Bring-Along Right under this Section 2 with respect consummate an Approved Sale, the Board shall provide a written notice to the Restricted Shares held by the Management Stockholders and/or Options held by the Management StockholdersHolders, the Acquiring Stockholder which notice shall notify each Management Stockholder in writing (collectively, the “Bring-Along Notices”). Each Bring-Along Notice shall set forth: (i) the name of the Third Party Purchaser(s) and the number of shares of Common Stock proposed to be sold by the Acquiring Stockholder to the Third Party Purchaser(s); (ii) describe the proposed amount and form transaction in summary terms and, if the Approved Sale is structured as a sale of consideration and capital stock, contain the price, terms and conditions of payment offered the sale of Common Stock by the Third Party Purchaser(s) and a summary of any other material terms pertaining Holders to the Transfer entity to which such Common Stock is to be sold. Upon not less than two business days’ request, each Holder shall enter into (“Third Party Terms”); and (iiii) a binding agreement with the number entity to which such Common Stock is to be sold to sell to such entity all of its shares of Common Stock Stock, free and Options clear of all liens, charges, pledges, security interests and encumbrances and at the price and on the terms contained in said notice and (ii) any binding interseller agreement relating to such Approved Sale that the Acquiring Stockholder elects each Management Stockholder Board may approve, which agreements may provide for escrows, holdbacks, expense reimbursement and other purchase price reductions or deferrals which shall apply pro rata to sell in the Transfer. The Bring-Along Notices shall be given at least five (5) days before the closing of the proposed Transferall sellers. (c) Upon the giving of a Bring-Along Notice, each Management Stockholder This Section 3.02 shall be obligated to sell the number of shares of Common Stock and Options set forth in each Management Stockholder’s Bring-Along Notice on the Third Party Terms. (d) At terminate upon the closing of the Transfer to any Third Party Purchaser(s) pursuant to this Section 2, the Third Party Purchaser(s) shall remit to the Management Stockholder the consideration for the Common Stock and Options held by the Management Stockholder sold pursuant hereto minus any consideration to be escrowed or otherwise held back in accordance with the Third Party Terms, and minus the aggregate exercise price of any Options being Transferred by the Management Stockholder to the Third Party Purchaser(s), against delivery by the Management Stockholder of certificates for Common Stock, duly endorsed for Transfer or with duly executed stock powers and an instrument evidencing the transfer or the cancellation of the Options subject to the Bring-Along Right reasonably acceptable to the Company, and the compliance by the Management Stockholder with any other conditions to closing generally applicable to the Acquiring Stockholder(s) and all other holders of Common Stock selling shares in such transactionInitial Public Offering. (e) Notwithstanding any of the foregoing, if the Management Stockholder is established, resident or domiciled in The Netherlands (a “Netherlands Management Stockholder”), neither the Common Stock nor Options held by any such Management Stockholder shall be subject to the Bring-Along Right set forth in this Section 2 unless and until the Third Party Purchaser holds, directly or indirectly, at least a majority of the equity ownership and the voting rights of the Common Stock.