Common use of Bring-Along Rights Clause in Contracts

Bring-Along Rights. (a) Except pursuant to, or following the consummation of, an IPO, if any shareholder or group of shareholders of the Company holding more than the Designated Percentage of the issued and outstanding Shares of the Company (the “Selling Shareholders”) intend to effect a Transfer of all of such Selling Shareholders’ Shares to any Person (a “Bring-Along Buyer”), the Selling Shareholders shall have the right (the “Bring-Along Right”) to require the Participant (in such capacity, the “Bring-Along Shareholder”) to Transfer all of the Shares owned by the Participant to the Bring-Along Buyer (a “Bring-Along Disposition Transaction”). If the Selling Shareholders elect to exercise their Bring-Along Right, the Selling Shareholders shall deliver written notice (a “Bring-Along Notice”) to the Participant, which notice shall state (i) that the Selling Shareholders wish to exercise their Bring-Along Right with respect to such Transfer, (ii) the name and address of the Bring-Along Buyer, (iii) the amount and form of consideration the Selling Shareholders propose to receive for their Shares (and if such consideration consists in part or in whole of property other than cash, the Selling Shareholders will provide such information, to the extent reasonably available to such Selling Shareholders, relating to such non-cash consideration as each Bring-Along Shareholder may reasonably request in order to evaluate such non-cash consideration), (iv) the terms and conditions of payment of such consideration and all other material terms and conditions of such Transfer and (v) the anticipated time and place of the closing of such Transfer (a “Bring-Along Transaction Closing”). If such Bring-Along Transaction Closing does not occur prior to the expiration of the later of (x) 75 days following the delivery of such Bring-Along Notice, which 75 day period shall be extended until all necessary consents from applicable Governmental Authorities to the proposed sale have been received (but in no event more than 90 days after the expiration of such 75 day period) and (y) the date which is 15 days following the final determination of the Bring-Along Contingent Acquisition Price Adjustment pursuant to Section 2.4(f) of the Primary Shareholders Agreement, the Participant shall be released from its obligations under this Section 2.3 with respect to such Bring-Along Notice. The Selling Shareholders shall also furnish to the Participant copies of all transaction documents relating to the Bring-Along Disposition promptly as the same become available and such additional information in the Selling Shareholders’ possession relating to the Bring-Along Disposition Transaction as the Participant may reasonably request. (b) In connection with any Bring-Along Disposition Transaction, the Participant shall be required to Transfer all of the Shares owned by the Participant to the Bring-Along Buyer. The Participant, unless the Participant agrees otherwise, shall receive as consideration upon such sale or disposition for its Shares the same type of consideration and the same amount of consideration per share and on the same terms and conditions as are applicable to the Shares to be sold by the Selling Shareholders. The Participant shall agree to the same covenants, representations and warranties as the Selling Shareholders agree to in connection with the proposed sale; provided, however, that the Participant shall not be required to (i) agree to non-compete and non-solicitation provisions or (ii) make representations and warranties as to any other shareholder of the Company. In addition, to the extent requested by the Bring-Along Buyer, the Participant shall, on or prior to the Bring-Along Transaction Closing, deliver to the Bring-Along Buyer a consent of the Participant’s spouse, if any, in form and substance reasonably satisfactory to the Bring-Along Buyer, to the Transfer of the Shares pursuant to the Bring-Along Disposition Transaction. The Participant shall bear its pro rata share of the fees and expenses incurred by the Selling Shareholders in the Bring-Along Disposition Transaction based on the total number of Shares to be sold in the Bring-Along Disposition Transaction. To the extent the Participant is required to provide indemnification in connection with the Bring-Along Disposition Transaction, the monetary indemnification obligations of the Participant shall be several and not joint and no less favorable to the Participant than that resulting from pro rata indemnification among all shareholders of the Company which sell Shares in the Bring-Along Disposition Transaction based on the total number of Shares to be sold in the Bring-Along Disposition Transaction and in any event shall not exceed the proceeds received by the Participant in such Bring-Along Disposition Transaction; provided, however, that the foregoing limitation shall not apply in respect of any representations, warranties or covenants that are personal in nature to the Participant (e.g., title to shares being transferred). (c) If any Bring-Along Disposition Transaction is structured as a merger, share exchange, consolidation or other sale of the Company, then the Participant shall consent to, vote in favor of or consent to and waive any dissenter rights, appraisal rights or other similar rights in connection with such Bring-Along Disposition Transaction. (d) Each of the Selling Shareholders and the Bring-Along Buyer shall have the right, in their sole discretion, at all times prior to consummation of the proposed Transfer giving rise to the Bring-Along Right, to abandon or otherwise terminate such Transfer, and neither the Selling Shareholders nor the Bring-Along Buyer shall have any liability or obligation to the Participant with respect thereto by virtue of any such abandonment or termination.

Bring-Along Rights. (a) Except pursuant toIf the Company or any of its stockholders receives from a person or entity which is not an parent or subsidiary of, or following under common control with, the consummation ofCompany, an IPO, if any shareholder or group of shareholders of the Company holding more than the Designated Percentage offer to purchase (a "Bring-Along Sale") at least 50% of the issued and outstanding Shares shares of the Company's common stock, the Company or stockholders owning a minimum of a majority of the issued and outstanding common stock of the Company (the “Selling Shareholders”) intend to effect a Transfer of all of such Selling Shareholders’ Shares to any Person (a “Bring-Along Buyer”), the Selling Shareholders shall have the right (the “"Bring-Along Right”") to require the Participant (in such capacity, the “Bring-Along Shareholder”) to Transfer all of the Shares owned by the Participant to the Bring-Along Buyer (deliver a “Bring-Along Disposition Transaction”). If the Selling Shareholders elect to exercise their Bring-Along Right, the Selling Shareholders shall deliver written notice (a “"Bring-Along Notice”") to the Participant, which notice shall state Participant specifying the percentage (i) that the Selling Shareholders wish to exercise their "Bring-Along Right with respect Percentage") of the issued and outstanding shares of common stock proposed to be subject to such Transfertransaction, (ii) the name and address of the Bring-Along Buyer, (iii) the amount and form of consideration the Selling Shareholders propose proposed parties to receive for their Shares (and if such consideration consists in part or in whole of property other than cashtransaction, the Selling Shareholders will provide such information, to consideration payable in connection therewith and the extent reasonably available to such Selling Shareholders, relating to such non-cash consideration as each Bring-Along Shareholder may reasonably request in order to evaluate such non-cash consideration), (iv) the terms and conditions number of payment shares of such consideration and all other material terms and conditions of such Transfer and (v) the anticipated time and place of the closing of such Transfer (a “Bring-Along Transaction Closing”). If such Bring-Along Transaction Closing does not occur prior to the expiration of the later of (x) 75 days following the delivery of such Bring-Along Notice, Restricted Stock which 75 day period shall be extended until all necessary consents from applicable Governmental Authorities to the proposed sale have been received (but in no event more than 90 days after the expiration of such 75 day period) and (y) the date which is 15 days following the final determination of the Bring-Along Contingent Acquisition Price Adjustment pursuant to Section 2.4(f) of the Primary Shareholders Agreement, the Participant shall be released from its obligations under this Section 2.3 with respect to such Bring-Along Notice. The Selling Shareholders shall also furnish to the Participant copies of all transaction documents relating corresponds to the Bring-Along Disposition promptly as Percentage (the same become available and such additional information in the Selling Shareholders’ possession relating to the "Sale Shares"). The Participant agrees that if a Bring-Along Disposition Transaction as the Participant may reasonably request. (b) In connection with any Bring-Along Disposition TransactionNotice is sent to him/her, the Participant shall be required to Transfer all at the same time as the other stockholders sell their shares, sell a percentage of the Shares owned number of shares of Restricted Stock then held by the Participant to the Bring-Along Buyer. The Participant, unless the Participant agrees otherwise, shall receive as consideration (whether or not vested) upon such sale or disposition for its Shares the same type of consideration and the same amount of consideration per share and on the same terms and conditions as which, in the aggregate, are no less favorable to the Participant than the terms and conditions applicable to the Shares to be sold sale of shares of common stock by the Selling Shareholders. The Participant shall agree to the same covenants, representations and warranties as the Selling Shareholders agree to in connection with the proposed sale; provided, however, that the Participant shall not be required to (i) agree to non-compete and non-solicitation provisions or (ii) make representations and warranties as to any other shareholder of the Company. In addition, to the extent requested by the Bring-Along Buyer, the Participant shall, on or prior to the Bring-Along Transaction Closing, deliver to the Bring-Along Buyer a consent of the Participant’s spouse, if any, in form and substance reasonably satisfactory to the Bring-Along Buyer, to the Transfer of the Shares pursuant to the Bring-Along Disposition Transaction. The Participant shall bear its pro rata share of the fees and expenses incurred by the Selling Shareholders stockholders in the Bring-Along Disposition Transaction based on Sale. The consideration shall be in the total number same form and the same proportion as that applicable to the sale of Shares to be sold shares of common stock by the other stockholders in the Bring-Along Disposition TransactionSale. To the extent the The Participant is required will use his/her best efforts to provide indemnification cooperate in any such transaction and will take all necessary and desirable actions in connection with the Bring-Along Disposition Transaction, the monetary indemnification obligations of the Participant shall be several and not joint and no less favorable to the Participant than that resulting from pro rata indemnification among all shareholders of Sale as are requested by the Company which sell Shares or the stockholders who delivered the Bring-Along Notice, including, without limitation, entering into agreements required by the purchaser in the Bring-Along Disposition Transaction based on Sale so long as such agreements are similar to those entered into by the total number of Shares other stockholders. The Company and its stockholders shall have no liability to be sold the Participant if the transaction referred to in the Bring-Along Disposition Transaction and Notice fails to occur for any reason. Vested shares of Restricted Stock shall be the first shares of Restricted Stock sold in any event shall not exceed the proceeds received by the Participant in such Bring-Along Disposition Transaction; provided, however, that the foregoing limitation shall not apply in respect of any representations, warranties or covenants that are personal in nature to the Participant (e.g., title to shares being transferred). (c) If any Bring-Along Disposition Transaction is structured as a mergerSale. Any shares of Restricted Stock to which the Company's rights under this Section 8 are not exercised will remain subject to all other terms and conditions of this Agreement, share exchange, consolidation or other sale including the continuation of the Company, then the Participant shall consent to, vote in favor of or consent 's and majority stockholders' right to and waive any dissenter rights, appraisal rights or other similar rights in connection with such Bring-Along Disposition Transaction. (d) Each of the Selling Shareholders and the Bring-Along Buyer shall have the right, in their sole discretion, at all times prior to consummation of the proposed Transfer giving rise to exercise the Bring-Along Right, to abandon or otherwise terminate such Transfer, and neither the Selling Shareholders nor the Bring-Along Buyer shall have any liability or obligation to the Participant with respect thereto by virtue of any such abandonment or termination.

Bring-Along Rights. (a) Except pursuant toUntil the earlier of (x) eighteen (18) months after the date hereof, or following and (y) an IPO by the consummation of, an IPOCorporation, if any shareholder or group of shareholders of the Company holding more than the Designated Percentage of the issued and outstanding Shares of the Company (the “Selling Shareholders”) intend WFH proposes to effect a Transfer of all of such Selling Shareholders’ Shares Sell to any Person or Group of Persons (collectively, a “Bring-Along "Buyer”"), the Selling Shareholders shall have the right (the “Bringin a bona fide arm's-Along Right”) to require the Participant (in such capacitylength transaction or series of transactions, the “Bring-Along Shareholder”) to Transfer including by way of a purchase agreement, tender offer, merger or other business combination transaction or otherwise, all of the Shares held by it at a price per Share of more than 300% of the Adjusted Initial Per Share Price (any such transaction being referred to herein as an "Exit Sale"), then WFH may elect to require all Other Shareholders to Sell all Shares beneficially owned by each of them concurrently with such Exit Sale to such Buyer at the Participant purchase price per share (and, in the case of Common Share Equivalents, such purchase price per share multiplied by the number of Common Shares issuable upon the conversion, exchange or exercise of such Common Share Equivalent subject to reduction, if appropriate, for the Bring-Along Buyer amount per share of the exercise or purchase price (a “Bring-Along Disposition Transaction”if any) of such Common Share Equivalent). If , including any fees and the Selling Shareholders elect to exercise their Bring-Along Rightvalue of any other consideration received by WFH or its Affiliates in connection with the Exit Sale, and upon the Selling Shareholders same terms and conditions, of the Exit Sale. (b) The rights set forth in Section 6(a) shall deliver be exercised by giving written notice (a “Bring-Along the "Section 6 Notice”") to each Other Shareholder setting forth in detail the Participantterms of the proposed Sale and the proposed closing date of the Exit Sale, which notice proposed date (the "Section 6 Closing Date") shall state be the later of (i) that a business day not less than 15 or more than 60 days after such Section 6 Notice is delivered to the Selling Other Shareholders wish to exercise their Bring-Along Right with respect to such Transfer, or (ii) the name fifth business day following the receipt of all regulatory or third party consents and address of the Bring-Along Buyerapprovals, (iii) the amount and form of consideration the Selling Shareholders propose to receive for their Shares (and if such consideration consists in part or in whole of property other than cashany, the Selling Shareholders will provide such information, to the extent reasonably available applicable to such Selling ShareholdersSale. (c) Each Other Shareholder will (i) take all such actions, relating including, without limitation, voting in favor of such proposed Sale and waiving any appraisal, dissenter or similar rights under applicable law, as may be requested by WFH to carry out the purposes of this Section 6, and (ii) execute all documents reasonably requested by WFH containing such non-cash consideration as each Bring-Along Shareholder may reasonably request in order to evaluate such non-cash consideration), (iv) the terms and conditions of payment of such consideration conditions, including, without limitation, representations and all other material terms and conditions of such Transfer and (v) the anticipated time and place of the closing of such Transfer (a “Bring-Along Transaction Closing”). If such Bring-Along Transaction Closing does not occur prior warranties with respect to the expiration of the later of (x) 75 days following the delivery matters of title to such Bring-Along Notice, which 75 day period shall be extended until all necessary consents from applicable Governmental Authorities to the proposed sale have been received (but in no event more than 90 days after the expiration of such 75 day period) Other Shareholder's securities and (y) the date which is 15 days following the final determination due authorization (or capacity) and due and valid execution and delivery by such Other Shareholder of documentation in respect of the Bring-Along Contingent Acquisition Price Adjustment pursuant to Section 2.4(f) of the Primary Shareholders AgreementExit Sale, the Participant shall be released from its obligations under this Section 2.3 with respect to such Bring-Along Notice. The Selling Shareholders shall also furnish to the Participant copies of all transaction documents relating to the Bring-Along Disposition promptly as the same become available and such additional information in the Selling Shareholders’ possession relating to the Bring-Along Disposition Transaction as the Participant may reasonably request. (b) In connection with any Bring-Along Disposition Transaction, the Participant shall be required to Transfer all of the Shares owned those executed by the Participant to the Bring-Along Buyer. The Participant, unless the Participant agrees otherwise, shall receive as consideration upon such sale or disposition for its Shares the same type of consideration and the same amount of consideration per share and on the same terms and conditions as are applicable to the Shares to be sold by the Selling Shareholders. The Participant shall agree to the same covenants, representations and warranties as the Selling Shareholders agree to in connection with the proposed saleWFH; provided, however, that the Participant such Other Shareholder shall not be required to (i) agree make any other representations and warranties and shall not be required to join in any indemnity other than with respect to such Other Shareholder's specific representations and warranties described above, or be a party to any non-compete and non-solicitation provisions or (ii) make representations and warranties as to any other shareholder of the Company. In addition, to the extent requested by the Bring-Along Buyer, the Participant shall, on or prior to the Bring-Along Transaction Closing, deliver to the Bring-Along Buyer a consent of the Participant’s spouse, if any, in form and substance reasonably satisfactory to the Bring-Along Buyer, to the Transfer of the Shares pursuant to the Bring-Along Disposition Transaction. The Participant shall bear its pro rata share of the fees and expenses incurred by the Selling Shareholders in the Bring-Along Disposition Transaction based on the total number of Shares to be sold in the Bring-Along Disposition Transaction. To the extent the Participant is required to provide indemnification in connection with the Bring-Along Disposition Transaction, the monetary indemnification obligations of the Participant shall be several and not joint and no less favorable to the Participant than that resulting from pro rata indemnification among all shareholders of the Company which sell Shares in the Bring-Along Disposition Transaction based on the total number of Shares to be sold in the Bring-Along Disposition Transaction and in any event shall not exceed the proceeds received by the Participant in such Bring-Along Disposition Transaction; provided, however, that the foregoing limitation shall not apply in respect of any representations, warranties or covenants that are personal in nature to the Participant (e.g., title to shares being transferred). (c) If any Bring-Along Disposition Transaction is structured as a merger, share exchange, consolidation or other sale of the Company, then the Participant shall consent to, vote in favor of or consent to and waive any dissenter rights, appraisal rights or other similar rights in connection with such Bring-Along Disposition Transactionprovision. (d) Each All Sales of Shares to the Buyer pursuant to this Section 6 shall be consummated contemporaneously at the offices of the Selling Shareholders and Corporation (or such other place as is mutually agreed upon by the Bring-Along Buyer shall have parties in advance) on the right, in their sole discretion, at all times prior to consummation of the proposed Transfer giving rise to the Bring-Along Right, to abandon or otherwise terminate such Transfer, and neither the Selling Shareholders nor the Bring-Along Buyer shall have any liability or obligation to the Participant with respect thereto by virtue of any such abandonment or termination.Section 6

Bring-Along Rights. (ai) Except pursuant toIf, by vote or following written consent, (A) the consummation of, an IPO, if any shareholder or group Board and (B) the holders of shareholders at least two-thirds of the Company holding more than the Designated Percentage then-outstanding shares of Preferred Stock, calculated in accordance with Section A.6(a) of Article III of the issued and Certificate (including in such calculation any outstanding Restricted Shares of the Company held by such holders) (the “Selling ShareholdersApproving Preferred Stockholders”) intend ), approve a change of control of the Corporation pursuant to effect a Transfer of which any bona fide unaffiliated third party proposes to acquire all or substantially all of such Selling Shareholders’ Shares to any Person the assets or two-thirds or more of the then-outstanding capital stock of the Corporation, whether by purchase, merger, consolidation, share exchange, sale of assets, exclusive license or otherwise (a an “Bring-Along BuyerApproved Sale”), the Selling Shareholders Approving Preferred Stockholders shall have the right provide all other holders of Preferred Stock who are not Approving Preferred Stockholders and each Common Stockholder (the “Bring-Along Right”) to require the Participant (in such capacitycollectively, the “Bring-Along ShareholderRemaining Stockholders”) to Transfer all at least 15 days’ advance notice of the Shares owned by the Participant to the Bring-Along Buyer (a “Bring-Along Disposition Transaction”). If the Selling Shareholders elect to exercise their Bring-Along Right, the Selling Shareholders shall deliver written notice (a “Bring-Along Notice”) to the Participantsuch Approved Sale, which notice shall state 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. The Remaining Stockholders shall consent to, vote for and raise no objections to the Approved Sale, and (i) that the Selling Shareholders wish to exercise their Bring-Along Right with respect to such Transfer, (iix) the name and address Remaining Stockholders shall waive any dissenters rights, appraisal rights or similar rights, if any, in connection with such merger, consolidation or asset sale or (y) if the Approved Sale is structured as a sale of the Bring-Along Buyer, (iii) stock of the amount and form of consideration the Selling Shareholders propose to receive for their Shares (and if such consideration consists in part or in whole of property other than cashCorporation, the Selling Shareholders will provide such information, Remaining Stockholders shall agree to the extent reasonably available to such Selling Shareholders, relating to such non-cash consideration as each Bring-Along Shareholder may reasonably request in order to evaluate such non-cash consideration), (iv) sell all of their shares of capital stock on the terms and conditions approved by the Approving Preferred Stockholders to the extent consistent with the liquidation preferences as set forth in the Certificate as if such sale were a Liquidation Event thereunder. The Remaining Stockholders shall take all reasonably necessary and desirable actions requested by the Approving Preferred Stockholders in connection with the consummation of payment the Approved Sale, including the execution of such consideration agreements and such instruments (collectively, the “Sale Documents”) and other actions reasonably necessary to (1) effectuate the Approved Sale, including (only in the case that a third party requires both the Corporation and all other material terms and conditions of such Transfer and (v) the anticipated time and place of the closing of Approving Preferred Stockholders and the Remaining Stockholders to individually sign such Transfer Sale Documents) making such customary representations, warranties, indemnities, covenants, conditions, escrow agreements and other customary agreements relating to such Approved Sale (a “Bring-Along Transaction Closing”). If such Bring-Along Transaction Closing does not occur prior subject to the expiration provisions of the later of subsection (xii) 75 days following the delivery of such Bring-Along Notice, which 75 day period shall be extended until all necessary consents from applicable Governmental Authorities to the proposed sale have been received (but in no event more than 90 days after the expiration of such 75 day periodbelow) and (y2) effectuate the date which is 15 days following the final determination agreed-upon allocation and distribution of the Bring-Along Contingent Acquisition Price Adjustment pursuant aggregate consideration upon the Approved Sale. (ii) Notwithstanding the foregoing, a Remaining Stockholder will not be required to comply with Section 2.4(f3(m)(i) above in connection with any Approved Sale, unless: (a) any representations and warranties to be made by such Remaining Stockholder in connection with such Approved Sale are limited to representations and warranties related to authority, ownership, the ability to convey title to shares owned by such Remaining Stockholder, or otherwise pertaining to such Remaining Stockholder and not the operations of the Primary Shareholders Agreement, the Participant shall be released from its obligations under this Section 2.3 with respect to such Bring-Along Notice. The Selling Shareholders shall also furnish to the Participant copies of all transaction documents relating to the Bring-Along Disposition promptly as the same become available and such additional information in the Selling Shareholders’ possession relating to the Bring-Along Disposition Transaction as the Participant may reasonably request.Corporation; (b) In such Remaining Stockholder (i) shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with such Approved Sale; (ii) shall only be liable jointly on a pro rata basis (in proportion to the amount of consideration paid to such Remaining Stockholder in such Approved Sale), and not jointly and severally, for the inaccuracy of any Bring-Along Disposition Transactionrepresentations and warranties made by the Corporation in connection with such Approved Sale, in the case of (i) and (ii) except to the extent that funds may be paid out of an escrow established to cover breaches of representations, warranties and covenants of the Corporation and/or breaches by any Remaining Stockholder or Approving Preferred Stockholder of any representations, warranties and covenants provided by all Remaining Stockholders or Approving Preferred Stockholders; and (iii) shall not be liable for any amount in excess of the amount of consideration otherwise payable to such Remaining Stockholder in connection with such Approved Sale, except with respect to claims related to fraud or intentional breach by such Remaining Stockholder, the Participant shall liability for which need not be required limited as to Transfer all such Remaining Stockholder; and (c) upon the consummation of the Shares owned by Approved Sale (i) each holder of each class or series of the Participant to the Bring-Along Buyer. The Participant, unless the Participant agrees otherwise, shall Corporation’s stock will receive as consideration upon such sale or disposition for its Shares the same type form of consideration and 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 each class or series of the Corporation’s stock will receive the same amount of consideration per share of such class or series as is received by other holders in respect of their shares of such same class or series; and (iii) the aggregate consideration receivable by Remaining Stockholders is not less than the amount that would be distributed to such Remaining Stockholders in the event the proceeds of the Approved Sale were distributed in accordance with the Certificate. (iii) Each of the Remaining Stockholders hereby appoints the Approving Preferred Stockholder holding the largest number of shares of the Preferred Stock, for so long as the provisions of Section 3(m)(i) hereof remain in effect, 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 capital stock of the Corporation owned by such Remaining Stockholder, solely on the same terms matters and conditions as are applicable in the manner specified in Section 3(m)(i) hereof, but if and only if such Remaining Stockholder (A) fails to vote or (B) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the provisions of such Section 3(m)(i). (iv) THE PROXIES AND POWER OF ATTORNEY GRANTED PURSUANT TO THE ABOVE PARAGRAPH ARE IRREVOCABLE AND COUPLED WITH AN INTEREST. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of each Remaining Stockholder and any obligation of a Remaining Stockholder hereunder shall be binding upon the heirs, personal representatives and successors of such Remaining Stockholder. (v) Each Stockholder agrees that it will not, nor will it permit any entity under its control to, deposit any of the Restricted Securities in a voting trust or subject any of the Restricted Securities to any arrangement or agreement with respect to the Shares to be sold by the Selling Shareholders. The Participant shall agree to the same covenants, representations and warranties as the Selling Shareholders agree to in connection with the proposed sale; provided, however, that the Participant shall not be required to (i) agree to non-compete and non-solicitation provisions or (ii) make representations and warranties as to any other shareholder voting of the CompanyRestricted Securities inconsistent herewith. In addition, each Stockholder shall not transfer any of the Restricted Securities unless, as a condition precedent thereto, each transferee of such Restricted Securities shall explicitly agree to execute and deliver, and be bound by, the terms hereof, including this Section 3(m) and Section 5(a) below. Each Stockholder acknowledges that it will be impossible to measure in money the damages to the extent requested Corporation if such Stockholder fails to comply with the obligations imposed by the Bring-Along Buyer, the Participant shall, on or prior to the Bring-Along Transaction Closing, deliver to the Bring-Along Buyer a consent of the Participant’s spouse, if anythis Section 3(m) and Section 5(a) below and that, in form and substance reasonably satisfactory to the Bring-Along Buyer, to the Transfer of the Shares pursuant to the Bring-Along Disposition Transaction. The Participant shall bear its pro rata share of the fees and expenses incurred by the Selling Shareholders in the Bring-Along Disposition Transaction based on the total number of Shares to be sold in the Bring-Along Disposition Transaction. To the extent the Participant is required to provide indemnification in connection with the Bring-Along Disposition Transaction, the monetary indemnification obligations of the Participant shall be several and not joint and no less favorable to the Participant than that resulting from pro rata indemnification among all shareholders of the Company which sell Shares in the Bring-Along Disposition Transaction based on the total number of Shares to be sold in the Bring-Along Disposition Transaction and in any event shall not exceed the proceeds received by the Participant in such Bring-Along Disposition Transaction; provided, however, that the foregoing limitation shall not apply in respect of any representations, warranties or covenants that are personal in nature to the Participant (e.g., title to shares being transferred). (c) If any Bring-Along Disposition Transaction is structured as a merger, share exchange, consolidation or other sale of the Company, then the Participant shall consent to, vote in favor of or consent to and waive any dissenter rights, appraisal rights or other similar rights in connection with such Bring-Along Disposition Transaction. (d) Each of the Selling Shareholders and the Bring-Along Buyer shall have the right, in their sole discretion, at all times prior to consummation of the proposed Transfer giving rise to the Bring-Along Right, to abandon or otherwise terminate such Transfer, and neither the Selling Shareholders nor the Bring-Along Buyer shall have any liability or obligation to the Participant with respect thereto by virtue of any such abandonment failure, the Corporation will not have an adequate remedy at law or terminationin damages. Accordingly, each Stockholder and the Corporation agree that injunctive relief or other equitable remedy, in addition to remedies at law or damages, is the appropriate remedy for any such failure and will not oppose the granting of such relief on the basis that the Corporation has an adequate remedy at law.

Bring-Along Rights. (a) Except pursuant toIf, by vote or following written consent, (i) the consummation of, an IPO, if any shareholder or group Board of shareholders Directors and (ii) the holders of at least a majority of the Company holding more than the Designated Percentage then outstanding shares of the issued Series C Preferred Stock and outstanding Shares of the Company Series B Preferred Stock, voting together as a separate class on an as converted to Common Stock basis (the “Selling ShareholdersApproving Holders”) intend ), approve a change of control of the Corporation pursuant to effect a Transfer which either Lilly or any of its Affiliates or any bona fide unaffiliated third party proposes to acquire all or substantially all of such Selling Shareholders’ Shares to any Person the assets or two-thirds or more of the then outstanding capital stock of the Corporation, whether by purchase, merger, consolidation, share exchange, sale of assets, exclusive license or otherwise (a an “Bring-Along BuyerApproved Sale”), the Selling Shareholders Approving Holders shall have the right provide all other Preferred Stockholders who are not Approving Holders and each Common Stockholder (the “Bring-Along Right”) to require the Participant (in such capacitycollectively, the “Bring-Along ShareholderRemaining Stockholders”) to Transfer all at least ten (10) days advance notice of the Shares owned by the Participant to the Bring-Along Buyer (a “Bring-Along Disposition Transaction”). If the Selling Shareholders elect to exercise their Bring-Along Right, the Selling Shareholders shall deliver written notice (a “Bring-Along Notice”) to the Participantsuch Approved Sale, which notice shall state 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. The Remaining Stockholders shall consent to, vote for and raise no objections to the Approved Sale, and (i) that the Selling Shareholders wish to exercise their Bring-Along Right Remaining Stockholders shall waive any dissenters rights, appraisal rights or similar rights, if any, in connection with respect to such Transfermerger, consolidation or asset sale, or (ii) if the name and address Approved Sale is structured as a sale of the Bring-Along Buyer, (iii) stock of the amount and form of consideration the Selling Shareholders propose to receive for their Shares (and if such consideration consists in part or in whole of property other than cashCorporation, the Selling Shareholders will provide such information, Remaining Stockholders shall agree to the extent reasonably available to such Selling Shareholders, relating to such non-cash consideration as each Bring-Along Shareholder may reasonably request in order to evaluate such non-cash consideration), (iv) sell all of their shares of capital stock on the terms and conditions approved by the Approving Holders, 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 event the proceeds of payment the Approved Sale were distributed in accordance with the Certificate. The Remaining Stockholders shall take all reasonably necessary and desirable actions requested by the Approving Holders in connection with the consummation of the Approved Sale, including the execution of such consideration 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 other material terms and conditions of such Transfer and (v) the anticipated time and place of the closing of Approving Holders and the Remaining Stockholders to individually sign such Transfer Sale Documents) making such customary representations, warranties, indemnities, covenants, conditions, escrow agreements and other customary agreements relating to such Approved Sale (a “Bring-Along Transaction Closing”). If such Bring-Along Transaction Closing does not occur prior provided that each Remaining Stockholder’s aggregate liability pursuant to the expiration Sale Documents or otherwise in connection with the Approved Sale shall be limited to the value of the later consideration received by each such Remaining Stockholder on account of (x) 75 days following the delivery of such Bring-Along Notice, which 75 day period shall be extended until all necessary consents from applicable Governmental Authorities to the proposed sale have been received (but in no event more than 90 days after the expiration of such 75 day periodApproved Sale) and (yii) effectuate the date which is 15 days following the final determination agreed-upon allocation and distribution of the Bring-Along Contingent Acquisition Price Adjustment pursuant to Section 2.4(f) of aggregate consideration upon the Primary Shareholders Agreement, the Participant shall be released from its obligations under this Section 2.3 with respect to such Bring-Along Notice. The Selling Shareholders shall also furnish to the Participant copies of all transaction documents relating to the Bring-Along Disposition promptly as the same become available and such additional information in the Selling Shareholders’ possession relating to the Bring-Along Disposition Transaction as the Participant may reasonably requestApproved Sale. (b) In connection with any Bring-Along Disposition Transaction, the Participant shall be required to Transfer all Each of the Shares Remaining Stockholders hereby appoints the Approving Holder holding the largest number of shares of the Preferred Stock for so long as the provisions of Section 3.13(a) remain in effect, 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 capital stock of the Corporation owned by the Participant to the Bring-Along Buyer. The Participantsuch Remaining Stockholder, unless the Participant agrees otherwise, shall receive as consideration upon such sale or disposition for its Shares the same type of consideration and the same amount of consideration per share and solely on the same terms matters and conditions as are applicable to the Shares to be sold by the Selling Shareholders. The Participant shall agree to the same covenants, representations and warranties as the Selling Shareholders agree to in connection with the proposed sale; provided, however, that the Participant shall not be required to (i) agree to non-compete and non-solicitation provisions or (ii) make representations and warranties as to any other shareholder of the Company. In addition, to the extent requested by the Bring-Along Buyer, the Participant shall, on or prior to the Bring-Along Transaction Closing, deliver to the Bring-Along Buyer a consent of the Participant’s spouse, if any, in form and substance reasonably satisfactory to the Bring-Along Buyer, to the Transfer of the Shares pursuant to the Bring-Along Disposition Transaction. The Participant shall bear its pro rata share of the fees and expenses incurred by the Selling Shareholders in the Bring-Along Disposition Transaction based on the total number of Shares to be sold manner specified in the Bring-Along Disposition Transaction. To the extent the Participant is required to provide indemnification in connection with the Bring-Along Disposition Transaction, the monetary indemnification obligations of the Participant shall be several and not joint and no less favorable to the Participant than that resulting from pro rata indemnification among all shareholders of the Company which sell Shares in the Bring-Along Disposition Transaction based on the total number of Shares to be sold in the Bring-Along Disposition Transaction and in any event shall not exceed the proceeds received by the Participant in such Bring-Along Disposition Transaction; provided, however, that the foregoing limitation shall not apply in respect of any representations, warranties or covenants that are personal in nature to the Participant (e.g., title to shares being transferredSection 3.13(a). (c) If THE PROXIES AND POWER OF ATTORNEY GRANTED PURSUANT TO THE ABOVE PARAGRAPH ARE IRREVOCABLE AND COUPLED WITH AN INTEREST. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of each Remaining Stockholder and any Bring-Along Disposition Transaction is structured as obligation of a mergerRemaining Stockholder under this Agreement shall be binding upon the heirs, share exchange, consolidation or other sale personal representatives and successors of the Company, then the Participant shall consent to, vote in favor of or consent to and waive any dissenter rights, appraisal rights or other similar rights in connection with such Bring-Along Disposition TransactionRemaining Stockholder. (d) Each of the Selling Shareholders and the Bring-Along Buyer shall have the right, in their sole discretion, at all times prior to consummation of the proposed Transfer giving rise to the Bring-Along Right, to abandon or otherwise terminate such Transfer, and neither the Selling Shareholders nor the Bring-Along Buyer shall have any liability or obligation to the Participant with respect thereto by virtue of any such abandonment or termination.

Bring-Along Rights. (a) Except pursuant to, or following If the consummation of, an IPO, if any shareholder or group of shareholders Company Board approves the sale of the Company holding more than the Designated Percentage of the issued and outstanding Shares of the Company to another entity (the whether by a merger, consolidation, share exchange, reorganization, recapitalization or similar transaction) (an “Selling Shareholders”) intend to effect a Transfer of all of such Selling Shareholders’ Shares to any Person (a “Bring-Along BuyerApproved Sale”), the Selling Shareholders shall have the right (the “Bring-Along Right”) to require the Participant (in such capacity, the “Bring-Along Shareholder”) to Transfer all of the Shares owned by the Participant to the Bring-Along Buyer (a “Bring-Along Disposition Transaction”). If the Selling Shareholders elect to exercise their Bring-Along Right, the Selling Shareholders shall deliver written notice (a “Bring-Along Notice”) to the Participant, which notice shall state then (i) that the Selling Shareholders wish to exercise their Bring-Along Right Stockholder shall not raise dissenter or appraisal rights with respect to such Transferthe Approved Sale, and (ii) if the name and address Approved Sale is structured as a sale of the Bring-Along Buyer, (iii) the amount and form of consideration the Selling Shareholders propose to receive for their Shares (and if such consideration consists in part or in whole of property other than cashcapital stock, the Selling Shareholders will provide such informationStockholder shall sell all remaining Shares held by the Stockholder, to the extent reasonably available to such Selling Shareholders, relating to such non-cash consideration as each Bring-Along Shareholder may reasonably request in order to evaluate such non-cash consideration), (iv) on the terms and conditions of payment of such consideration approved by the Company Board. The Stockholder shall promptly take all actions as the Company Board shall deem necessary and all other material terms and conditions of such Transfer and (v) appropriate in connection with the anticipated time and place consummation of the closing Approved Sale. In the event of such Transfer an Approved Sale, the Stockholder, unless he expressly (a “Bring-Along Transaction Closing”i.e. other than by operation of clause (i) of this Section 3.02(a). If such Bring-Along Transaction Closing does not occur prior ) agrees otherwise pursuant to the expiration terms of the later of (x) 75 days following the delivery of such Bring-Along Notice, which 75 day period shall be extended until all necessary consents from applicable Governmental Authorities to the proposed sale have been received (but in no event more than 90 days after the expiration of such 75 day period) and (y) the date which is 15 days following the final determination of the Bring-Along Contingent Acquisition Price Adjustment pursuant to Section 2.4(f) of the Primary Shareholders Agreement, the Participant shall be released from its obligations under this Section 2.3 with respect to such Bring-Along Notice. The Selling Shareholders shall also furnish to the Participant copies of all transaction documents relating to the Bring-Along Disposition promptly as the same become available and such additional information in the Selling Shareholders’ possession relating to the Bring-Along Disposition Transaction as the Participant may reasonably request. (b) In connection with any Bring-Along Disposition Transaction, the Participant shall be required to Transfer all of the Shares owned by the Participant to the Bring-Along Buyer. The Participant, unless the Participant agrees otherwiseApproved Sale, shall receive as consideration upon such sale or disposition Approved Sale for its his Shares the same type of consideration and the same amount of consideration per share and on the same terms and conditions Share as are applicable to the Shares to shall be sold received by the Selling Shareholders. The Participant shall agree to the same covenants, representations and warranties as the Selling Shareholders agree to Parent in connection with the proposed salesuch Approved Sale; provided, however, that in any Approved Sale to a Person who is not an Affiliate of Parent, Parent may retain 10% or less of the Participant Shares held by Parent or receive a different type of consideration than the Stockholder in respect of 10% or less of the Shares held by Parent in circumstances the Company Board determines necessary for the Approved Sale to be accounted for in the manner requested by the purchaser of the Company in such Approved Sale. (b) If the Company Board desires to consummate an ApprovedSale, the Company Board shall provide a written notice to the Stockholder, which notice shall describe the proposed transaction in summary terms and, if the Approved Sale is structured as a sale of Shares, contain the price, terms and conditions of the sale of Shares by the Stockholder to the entity to which such Shares are to be sold. Upon not be required to less than five business days’ request, the Stockholder shall enter into (i) agree a binding agreement with the entity to non-compete which such Shares are to be sold to sell to such entity all of his Shares, free and non-solicitation provisions or clear of all liens, charges, pledges, security interests and encumbrances and at the price and on the terms contained in said notice and (ii) make representations any binding interseller agreement relating to such Approved Sale that the Company Board may approve, which agreements may provide for escrows, holdbacks, expense reimbursement and warranties as to any other shareholder of the Company. In addition, to the extent requested by the Bring-Along Buyer, the Participant shall, on purchase price reductions or prior to the Bring-Along Transaction Closing, deliver to the Bring-Along Buyer a consent of the Participant’s spouse, if any, in form and substance reasonably satisfactory to the Bring-Along Buyer, to the Transfer of the Shares pursuant to the Bring-Along Disposition Transaction. The Participant shall bear its deferrals that apply pro rata share of the fees and expenses incurred by the Selling Shareholders in the Bring-Along Disposition Transaction based on the total number of Shares to be sold in the Bring-Along Disposition Transactionall sellers. To the extent the Participant Stockholder is required to provide indemnification in connection with the Bring-Along Disposition Transactionany Approved Sale, the monetary indemnification obligations of the Participant Stockholder shall be several and not joint and no less favorable limited to the Participant than that resulting from pro rata indemnification among all shareholders fair market value of the Company which sell Shares in the Bring-Along Disposition Transaction based on the total number of Shares to be sold in the Bring-Along Disposition Transaction cash, property and in any event shall not exceed the proceeds other assets received by the Participant Stockholder in such Bring-Along Disposition Transactionthe Approved Sale; provided, however, that the foregoing this limitation shall not apply in respect of any representations, warranties or covenants that are personal in nature to the Participant Stockholder (e.g., title to shares Shares being transferred). (c) If any Bring-Along Disposition Transaction is structured as a merger, The Stockholder shall bear his pro rata share exchange, consolidation or other sale of the Company, then fees and expenses incurred by the Participant shall consent to, vote Company and Parent in favor of or consent to and waive any dissenter rights, appraisal rights or other similar rights in connection with such Bring-Along Disposition Transactionthe Approved Sale. (d) Each of the Selling Shareholders and the Bring-Along Buyer shall have the right, in their sole discretion, at all times prior to consummation of the proposed Transfer giving rise to the Bring-Along Right, to abandon or otherwise terminate such Transfer, and neither the Selling Shareholders nor the Bring-Along Buyer shall have any liability or obligation to the Participant with respect thereto by virtue of any such abandonment or termination.

Bring-Along Rights. (a) Except pursuant toIf TCC, Txxxxx, TCC2 and/or TCC3 (a "Proposing Stockholder") shall propose a Transfer (in a business combination or following the consummation of, an IPO, if any shareholder or group otherwise) of shareholders more than fifty percent (50%) of the Company holding more than the Designated Percentage aggregate of the issued and outstanding Paid-In Shares of the Company in a bona fide arm's length transaction (the “Selling Shareholders”a "Bring Along Sale") intend to effect with a Transfer of all party who is not an Affiliate of such Selling Shareholders’ Shares to any Person (a “Bring-Along Buyer”Proposing Stockholder, the Proposing Stockholder(s), the Selling Shareholders shall have the right (the “Bring-Along Right”) to at its option, may require the Participant (in such capacity, the “Bring-Along Shareholder”) to Transfer all of the Shares owned by the Participant to the Bring-Along Buyer (a “Bring-Along Disposition Transaction”). If the Selling Shareholders elect to exercise their Bring-Along Right, the Selling Shareholders shall deliver written notice (a “Bring-Along Notice”) to the Participant, which notice shall state that (i) that the Selling Shareholders wish to exercise their Bringeach other Stockholder sell or exchange a Like Percentage of its Paid-Along Right with respect to such Transfer, (ii) the name and address of the Bring-Along Buyer, (iii) the amount and form of consideration the Selling Shareholders propose to receive for their In Shares (and if such consideration consists in part or in whole of property other than cash, the Selling Shareholders will provide such information, to the extent reasonably available to such Selling Shareholders, relating to such non-cash consideration as each Bring-Along Shareholder may reasonably request in order to evaluate such non-cash consideration), (iv) the terms and conditions of payment of such consideration and all other material terms and conditions of such Transfer and (v) the anticipated time and place of the closing of such Transfer (a “Bring-Along Transaction Closing”). If such Bring-Along Transaction Closing does not occur prior to the expiration of the later of (x) 75 days following the delivery of such Bring-Along Notice, which 75 day period shall be extended until all necessary consents from applicable Governmental Authorities to the proposed sale have been received (but in no event more than 90 days after the expiration of such 75 day period) and (y) the date which is 15 days following the final determination of the Bring-Along Contingent Acquisition Price Adjustment pursuant to Section 2.4(f) of the Primary Shareholders Agreement, the Participant shall be released from its obligations under this Section 2.3 with respect to such Bring-Along Notice. The Selling Shareholders shall also furnish to the Participant copies of all transaction documents relating to the Bring-Along Disposition promptly as the same become available and such additional information in the Selling Shareholders’ possession relating to the Bring-Along Disposition Transaction as the Participant may reasonably request. (b) In connection with any Bring-Along Disposition Transaction, the Participant shall be required to Transfer all of the Shares owned by the Participant to the Bring-Along Buyer. The Participant, unless the Participant agrees otherwise, shall receive as consideration upon such sale or disposition for its Shares transaction at the same type of consideration and the same amount of consideration per share price and on the same terms and conditions as are applicable to the Shares Proposing Stockholder(s), and (ii) if Stockholder approval of the transaction is required, then each Stockholder shall vote its shares of Company Stock in favor thereof. Each Stockholder covenants and agrees that it shall vote for, consent to be sold by and raise no objections against the Selling Shareholders. The Participant Bring Along Sale (and shall agree to the same covenants, representations waive any rights of appraisal) and warranties as the Selling Shareholders agree to shall fully cooperate with and take all necessary and desirable actions in connection with the proposed sale; providedconsummation of such Bring Along Sale, however, that including without limitation executing and delivering (A) a purchase and sale agreement in the Participant shall not form to be required to (i) agree to non-compete and non-solicitation provisions or (ii) make representations and warranties as to any other shareholder of the Company. In addition, to the extent requested entered into by the Bring-Proposing Stockholder(s), (B) instruments of conveyance and transfer and (C) such other documents as the Proposing Stockholder(s) or the buyer(s) may reasonably require to consummate the Bring Along Buyer, the Participant shall, on or prior to the Bring-Along Transaction Closing, deliver to the Bring-Along Buyer a consent of the Participant’s spouse, if any, in form and substance reasonably satisfactory to the Bring-Along Buyer, to the Transfer of the Shares pursuant to the Bring-Along Disposition TransactionSale. The Participant shall bear its pro rata share of the fees and expenses incurred by the Selling Shareholders in the Bring-Along Disposition Transaction based on the total number of Shares to be sold in the Bring-Along Disposition Transaction. To the extent the Participant is required to provide indemnification in connection with the Bring-Along Disposition Transaction, the monetary indemnification obligations of the Participant shall be several and not joint and no less favorable other Stockholders with respect to any Bring Along Sale are subject to the Participant than conditions that resulting from pro rata indemnification among all shareholders upon consummation of the Company which sell Shares in Bring Along Sale, all of the Bring-holders of Common Stock will receive the same form and amount of consideration per share of Common Stock, all of the holders of the same series of Preferred Stock will receive the same form and amount of consideration per share of such series of Preferred Stock, and if any holder of Common Stock or any series of Preferred Stock is given an option as to the form and amount of consideration to be received, all holders of such stock will be given the same option. (b) The Proposing Stockholders shall give written notice (the "Bring Along Disposition Transaction based on Notice") to each of the total other Stockholders, identifying the proposed buyer or buyers, a description of the Bring Along Sale, the number of Shares shares of Company Stock to be sold in transferred, the Bring-Along Disposition Transaction amount and in any event type of consideration to be paid, the proposed transfer date and all other pertinent terms thereof no later than fifteen (15) days prior to such proposed transfer date. The Company shall not exceed the proceeds received by the Participant in such Bring-Along Disposition Transaction; provided, however, that the foregoing limitation shall not apply in respect of any representations, warranties or covenants that are personal in nature promptly provide to the Participant (e.g.Proposing Stockholders, title upon written request to shares being transferred)the Company for the purpose of delivering a Bring Along Notice, a list of the names and addresses of all of the Stockholders. (c) If On the closing date of a Transfer pursuant to this Section 5.2, the Proposing Stockholders and the other Stockholders shall sell the shares of Company Stock owned by them to the buyer or buyers designated in the Bring Along Notice on the terms and conditions acceptable to the Proposing Stockholders which shall be at least as favorable as those set forth in the Bring Along Notice. By execution of this Agreement, each Stockholder hereby irrevocably designates and appoints the Proposing Stockholders, or any Bring-Along Disposition Transaction is structured one of them, as a merger, share exchange, consolidation or other sale its attorney in fact to transfer such Stockholder's shares of Company Stock on the books of the Company, then the Participant shall consent to, vote in favor of or consent to and waive any dissenter rights, appraisal rights or other similar rights Company in connection with any Transfer made or required to be made by such Bring-Along Disposition TransactionStockholder (if such Stockholder is not a Proposing Stockholder) pursuant to this Section 5.2. All shares of Company Stock to be Transferred by each Stockholder pursuant to this Section 5.2 shall be free and clear of all liens, claims and encumbrances of any kind (other than those imposed by federal and state securities laws and this Agreement) and such Stockholder shall, if requested, deliver certificates to such effect. (d) Each For the purposes of Section 5.1 and Section 5.2, a "Transfer" shall include a merger, consolidation or similar combination, exchange, sale of assets followed by a liquidation, any disposition for cash, marketable securities, debt obligations and/or other property or a combination thereof and a public offering of shares of Company Stock pursuant to a registration statement under the Selling Shareholders and the Bring-Along Buyer shall have the right, in their sole discretion, at all times prior to consummation of the proposed Transfer giving rise to the Bring-Along Right, to abandon or otherwise terminate such Transfer, and neither the Selling Shareholders nor the Bring-Along Buyer shall have any liability or obligation to the Participant with respect thereto by virtue of any such abandonment or terminationAct.

Bring-Along Rights. (a) Except pursuant to, In the event that one or following more Selling Shareholders owning at least 60% of the consummation of, an IPO, if any shareholder or group number of shareholders outstanding shares of the Company holding more than the Designated Percentage receives a bona fide offer from a Third Party Purchaser (excluding offers from Affiliates of any of the issued and outstanding Shares Shareholders) to purchase (including a purchase by merger) at least a majority of the Company (the “Selling Shareholders”) intend to effect a Transfer of all of such Selling Shareholders’ Shares to any Person (a “Bring-Along Buyer”)outstanding Shares, the Selling Shareholders shall have the right (the “Bring-Along Right”) to require the Participant (in such capacity, the “Bring-Along Shareholder”) to Transfer all of the Shares owned by the Participant to the Bring-Along Buyer (a “Bring-Along Disposition Transaction”). If the Selling Shareholders elect to exercise their Bring-Along Right, the Selling Shareholders shall deliver may send written notice (a “Bring-Along "Buyout Notice”") to the Participant, which notice shall state (i) Company and the other Shareholders notifying the other Shareholders that they will be required to sell the same percentage of their Shares in such sale as the Selling Shareholders wish to exercise their Bring-Along Right with respect to such Transfer, (ii) the name and address of the Bring-Along Buyer, (iii) the amount and form of consideration the Selling Shareholders Shareholder propose to receive for their Shares sell (and if such consideration consists in part or in whole of property other than cash, the Selling Shareholders will provide such information, to the extent reasonably available to such Selling Shareholders, relating to such non-cash consideration as each Bring-Along Shareholder may reasonably request in order to evaluate such non-cash consideration), (iv) the terms and conditions of payment of such consideration and all other material terms and conditions of such Transfer and (v) the anticipated time and place of the closing of such Transfer (a “Bring-Along Transaction Closing”). If such Bring-Along Transaction Closing does not occur prior to the expiration of the later of (x) 75 days following the delivery of such Bring-Along Notice, which 75 day period percentage shall be extended until all necessary consents from applicable Governmental Authorities to specified in such Buyout Notice) (the proposed sale have been received (but in no event more than 90 days after the expiration of such 75 day period) and (y) the date which is 15 days following the final determination of the Bring-Along Contingent Acquisition Price Adjustment pursuant to Section 2.4(f) of the Primary Shareholders Agreement, the Participant shall be released from its obligations under this Section 2.3 with respect to such Bring-Along Notice. The Selling Shareholders shall also furnish to the Participant copies of all transaction documents relating to the Bring-Along Disposition promptly as the same become available and such additional information in the Selling Shareholders’ possession relating to the Bring-Along Disposition Transaction as the Participant may reasonably request"Designated Percentage"). (b) In connection with any Bring-Along Disposition TransactionUpon receipt of a Buyout Notice, the Participant each Shareholder receiving such notice shall be required obligated: (i) to Transfer all sell the Designated Percentage of such Shareholder's Shares in the Shares owned transaction (including a sale or merger) contemplated by the Participant to the Bring-Along Buyer. The Participant, unless the Participant agrees otherwise, shall receive as consideration upon such sale or disposition for its Shares the same type of consideration and the same amount of consideration per share and Buyout Notice on the same terms and conditions as are applicable to the Shares to be sold by the Selling Shareholders. The Participant shall agree to the same covenants, representations and warranties as the Selling Shareholders agree to in connection with the proposed sale; provided, however, that the Participant shall not be required to (i) agree to non-compete and non-solicitation provisions or ; (ii) make representations and warranties as to any other shareholder provide for the payment by such Shareholder of the Company. In addition, to the extent requested by the Bring-Along Buyer, the Participant shall, on or prior to the Bring-Along Transaction Closing, deliver to the Bring-Along Buyer a consent such shareholder's pro rata portion of the Participant’s spouse, if anyall costs associated with such transaction, in form and substance reasonably satisfactory to the Bring-Along Buyer, to proportion that the Transfer of the Shares pursuant to the Bring-Along Disposition Transaction. The Participant shall bear its pro rata share of the fees and expenses incurred by the Selling Shareholders in the Bring-Along Disposition Transaction based on the total number of Shares owned by such Shareholder bears to be sold the number of outstanding Shares; and (iii) otherwise to take all necessary action to cause the consummation of such transaction, including voting its Shares in the Bring-Along Disposition Transaction. To the extent the Participant is required to provide indemnification favor of such transaction and not exercising any appraisal rights in connection with the Bring-Along Disposition Transaction, the monetary indemnification obligations of the Participant shall be several and not joint and no less favorable to the Participant than that resulting from pro rata indemnification among all shareholders of the Company which sell Shares in the Bring-Along Disposition Transaction based on the total number of Shares to be sold in the Bring-Along Disposition Transaction and in any event shall not exceed the proceeds received by the Participant in such Bring-Along Disposition Transaction; provided, however, that the foregoing limitation shall not apply in respect of any representations, warranties or covenants that are personal in nature to the Participant (e.g., title to shares being transferred)therewith. (c) If any Bring-Along Disposition Transaction is structured as a merger, share exchange, consolidation or other sale of the Company, then the Participant shall consent to, vote in favor of or consent Each Shareholder further agrees to and waive any dissenter rights, appraisal rights or other similar rights (i) take all actions (including executing documents) in connection with such Bringthe consummation of the proposed transaction as may reasonably be requested of it by the Selling Shareholders and (ii) appoint the Selling Shareholders as its attorneys-Along Disposition Transactionin-fact to do the same on its behalf. (d) Each In the event a contract with respect to the transaction contemplated by the Buyout Notice has not been entered into within the 90 days after the date of delivery of the Buyout Notice, the obligations of the Shareholders under this Section 7.2 with respect to such Buyout Notice shall terminate, subject, however, to the right of the Selling Shareholders and the Bring-Along Buyer shall have the right, in their sole discretion, at all times prior to consummation of the proposed Transfer giving rise to the Bring-Along Right, to abandon or otherwise terminate such Transfer, and neither the Selling Shareholders nor the Bring-Along Buyer shall have any liability or obligation to the Participant with respect thereto by virtue of any such abandonment or terminationdeliver a further Buyout Notice.

Bring-Along Rights. (a) Except pursuant to, or following 6.1 In the consummation of, an IPO, if any shareholder or group event of shareholders a Change of Control Transaction approved by the Board of Directors of the Company holding more and the Principal Stockholders, then (following transmittal of a notice to be provided by the Principal Stockholders or the Company to the Non-Principal Stockholders no less than 20 days before the Designated Percentage consummation of the issued Change of Control Transaction), subject to the provisions of this Section 6, all Stockholders shall cooperate in, and outstanding Shares shall take all actions which the Principal Stockholders and the Company deem reasonably necessary or desirable to consummate the Change of Control Transaction, including, without limitation, (x) entering into agreements with third parties on terms substantially identical to or more favorable to the Non-Principal Stockholders than those applicable to the Principal Stockholders (which agreements may, subject to the provisions of this Section 6, require a Non-Principal Stockholder to sell all of his, her or its Common Stock and may require, subject to the provisions of this Section 6, representations, indemnities, holdbacks and escrows), and (y) obtaining all governmental consents and approvals reasonably necessary or desirable to consummate such Change of Control Transaction (to the extent such consents and approvals may be obtained without any significant effort or expense by the Non-Principal Stockholder) 6.2 The obligations of the Company (Stockholders pursuant to this Section 6 are subject to the “Selling Shareholders”) intend to effect a Transfer of all of such Selling Shareholders’ Shares to any Person (a “Bring-Along Buyer”), the Selling Shareholders shall have the right (the “Bring-Along Right”) to require the Participant (in such capacity, the “Bring-Along Shareholder”) to Transfer all satisfaction of the Shares owned following conditions, unless such conditions are waived in writing by the Participant to the Bring-Along Buyer (a “Bring-Along Disposition Transaction”). If the Selling Shareholders elect to exercise their Bring-Along Right, the Selling Shareholders shall deliver written notice (a “Bring-Along Notice”) to the Participant, which notice shall state (i) that the Selling Shareholders wish to exercise their Bring-Along Right particular Stockholder only with respect to such TransferStockholder: (a) Subject to Section 6.2(b) below, (ii) upon the name and address consummation of the Bring-Along BuyerChange of Control Transaction, (iii) all of the holders of any class of Preferred Stock or Common Stock will receive the same form and amount and form of consideration the Selling Shareholders propose to receive for their Shares (and per share of such class of Preferred Stock or Common Stock, respectively, or if such consideration consists in part any holders of Preferred Stock or in whole of property other than cash, the Selling Shareholders will provide such information, Common Stock are given an option as to the extent reasonably available form and amount of consideration to such Selling Shareholdersbe received, relating all holders will be given the same option. Holders of Preferred Stock shall receive consideration per share of Preferred Stock at least equal to such non-cash consideration as each Bring-Along Shareholder may reasonably request in order to evaluate such non-cash consideration), (iv) the terms and conditions of payment face amount or liquidation preference of such consideration and all other material terms and conditions of such Transfer and (v) the anticipated time and place of the closing of such Transfer (a “Bring-Along Transaction Closing”). If such Bring-Along Transaction Closing does not occur prior to the expiration of the later of (x) 75 days following the delivery of such Bring-Along Notice, which 75 day period shall be extended until all necessary consents from applicable Governmental Authorities to the proposed sale have been received (Preferred Stock plus any accrued but in no event more than 90 days after the expiration of such 75 day period) and (y) the date which is 15 days following the final determination of the Bring-Along Contingent Acquisition Price Adjustment pursuant to Section 2.4(f) of the Primary Shareholders Agreement, the Participant shall be released from its obligations under this Section 2.3 with respect to such Bring-Along Notice. The Selling Shareholders shall also furnish to the Participant copies of all transaction documents relating to the Bring-Along Disposition promptly as the same become available and such additional information in the Selling Shareholders’ possession relating to the Bring-Along Disposition Transaction as the Participant may reasonably requestunpaid interest or dividends thereon. (b) In connection with any Bring-Along Disposition Transaction, the Participant shall be required to Transfer all of the Shares owned by the Participant to the Bring-Along Buyer. The Participant, unless the Participant agrees otherwise, shall receive as consideration upon such sale or disposition for its Shares the same type of consideration and the same amount of consideration per share and on the same terms and conditions as are applicable to the Shares to be sold by the Selling Shareholders. The Participant shall agree to the same covenants, representations and warranties as the Selling Shareholders agree to in connection with the proposed sale; provided, however, that the Participant TCW Stockholders shall not be required to accept consideration in a Change of Control Transaction in which the rights set forth in this Section 6 are exercised other than for cash or equity securities registered under the Exchange Act and listed on the New York or American Stock Exchange or the Nasdaq National Market (i) agree "Public ------ Securities"). A Change of Control Transaction involving consideration ---------- other than cash or Public Securities may be effected and the rights provided in this Section 6 may be exercised if the TCW Stockholders receive consideration consisting solely of cash and Public Securities in respect of their Securities, with the value of the consideration receivable in such a transaction to non-compete and non-solicitation provisions or (ii) make representations and warranties as to any other shareholder be determined in the manner described below. The value of the Securities held by the TCW Stockholders initially shall be determined in good faith by the Board of Directors of the Company. In addition, and the Company shall provide written notice thereof to the extent requested TCW Stockholders. If no objection is made to such determination within twenty (20) business days by the Bring-Along BuyerTCW Stockholders then holding a majority of the Securities held by the TCW Stockholders, the Participant shall, on or prior to the Bring-Along Transaction Closing, deliver to the Bring-Along Buyer a consent of the Participant’s spouse, if any, in form and substance reasonably satisfactory to the Bring-Along Buyer, to the Transfer of the Shares pursuant to the Bring-Along Disposition Transaction. The Participant shall bear its pro rata share of the fees and expenses incurred value determined by the Selling Shareholders in the Bring-Along Disposition Transaction based on the total number Board of Shares to be sold in the Bring-Along Disposition Transaction. To the extent the Participant is required to provide indemnification in connection with the Bring-Along Disposition Transaction, the monetary indemnification obligations of the Participant shall be several and not joint and no less favorable to the Participant than that resulting from pro rata indemnification among all shareholders Directors of the Company which sell Shares in shall be final and binding on all parties. If the Bring-Along Disposition Transaction based on holders of a majority of the total number of Shares to be sold in the Bring-Along Disposition Transaction and in any event shall not exceed the proceeds received Securities owned by the Participant TCW Stockholders object in writing to such Bring-Along Disposition Transaction; providedvaluation within twenty (20) business days after receipt of notice from the Company, howeverthe Company shall select an independent financial appraiser, that the foregoing limitation Holders of a majority of the Securities owned by TCW shall not apply in respect select an independent financial appraiser, and the two financial appraisers shall select a third independent financial appraiser to determine the value of any representations, warranties or covenants that are personal in nature to the Participant (e.g., title to shares being transferred)Securities held by the TCW Stockholders. The cost and expense of these appraisers shall be paid by the Company. (c) If No Principal Stockholder who holds any Bring-Along Disposition Transaction is structured as a merger, share exchange, consolidation debt or other sale securities issued by the Company (i.e., securities other than Common Stock) shall, pursuant to the Change of Control Transaction, receive, in consideration of such debt or other securities, an amount greater than the sum of, without duplication, (X) the face amount or liquidation preference of such securities, plus (Y) any accrued but unpaid interest or dividends thereon (including cumulative dividends, if applicable), plus (Z) any prepayment or redemption premium or penalty set forth in the terms of the Company, then the Participant shall consent to, vote in favor of or consent to and waive any dissenter rights, appraisal rights or other similar rights in connection with agreements evidencing such Bring-Along Disposition Transactionsecurities. (d) Each of the Selling Shareholders and the Bring-Along Buyer shall have the right, in their sole discretion, at all times prior to consummation of the proposed Transfer giving rise to the Bring-Along Right, to abandon or otherwise terminate such Transfer, and neither the Selling Shareholders nor the Bring-Along Buyer shall have any liability or obligation to the Participant with respect thereto by virtue of any such abandonment or termination.

Bring-Along Rights. (a) Except pursuant to, In the event that one or following the consummation of, an IPO, if any shareholder or group of shareholders more Selling Stockholders holding at least 50% of the Company holding more than the Designated Percentage outstanding shares of Common Stock receives a bona fide offer from a Third Party Purchaser (excluding offers from affiliates of any of the issued and outstanding Shares holders of Common Stock (each a "Stockholder") to purchase (including a purchase by merger) at least a majority of the Company (the “Selling Shareholders”) intend to effect a Transfer outstanding shares of all of such Selling Shareholders’ Shares to any Person (a “Bring-Along Buyer”)Common Stock, the Selling Shareholders shall have the right (the “Bring-Along Right”) to require the Participant (in such capacity, the “Bring-Along Shareholder”) to Transfer all of the Shares owned by the Participant to the Bring-Along Buyer (a “Bring-Along Disposition Transaction”). If the Selling Shareholders elect to exercise their Bring-Along Right, the Selling Shareholders shall deliver Stockholders may send written notice (a “Bring-Along "Buyout Notice”") to the Participant, which notice shall state (i) Purchaser notifying the Purchaser that it will be required to sell the same percentage of its shares of Common Stock in such sale as the Selling Shareholders wish to exercise their Bring-Along Right with respect to such Transfer, (ii) the name and address of the Bring-Along Buyer, (iii) the amount and form of consideration the Selling Shareholders Stockholders propose to receive for their Shares sell (and if such consideration consists in part or in whole of property other than cash, the Selling Shareholders will provide such information, to the extent reasonably available to such Selling Shareholders, relating to such non-cash consideration as each Bring-Along Shareholder may reasonably request in order to evaluate such non-cash consideration), (iv) the terms and conditions of payment of such consideration and all other material terms and conditions of such Transfer and (v) the anticipated time and place of the closing of such Transfer (a “Bring-Along Transaction Closing”). If such Bring-Along Transaction Closing does not occur prior to the expiration of the later of (x) 75 days following the delivery of such Bring-Along Notice, which 75 day period percentage shall be extended until all necessary consents from applicable Governmental Authorities to specified in such Buyout Notice) (the proposed sale have been received (but in no event more than 90 days after the expiration of such 75 day period) and (y) the date which is 15 days following the final determination of the Bring-Along Contingent Acquisition Price Adjustment pursuant to Section 2.4(f) of the Primary Shareholders Agreement, the Participant shall be released from its obligations under this Section 2.3 with respect to such Bring-Along Notice. The Selling Shareholders shall also furnish to the Participant copies of all transaction documents relating to the Bring-Along Disposition promptly as the same become available and such additional information in the Selling Shareholders’ possession relating to the Bring-Along Disposition Transaction as the Participant may reasonably request"Designated Percentage"). (b) In connection with any Bring-Along Disposition TransactionUpon receipt of a Buyout Notice, the Participant Purchaser shall be required obligated: (i) to Transfer all sell the Designated Percentage of its shares of Common Stock in the Shares owned transaction (including a sale or merger) contemplated by the Participant to the Bring-Along Buyer. The Participant, unless the Participant agrees otherwise, shall receive as consideration upon such sale or disposition for its Shares the same type of consideration and the same amount of consideration per share and Buyout Notice on the same terms and conditions as are applicable the Selling Stockholders; (iii) to agree to participate on a pro rata basis in any indemnification provided to the Third Party Purchaser on the same terms and conditions as the Selling Stockholders up to the Purchaser's cash proceeds from such sale; provided that the Purchaser shall only provide representations and warranties to the Third Party Purchaser relating to the Purchaser's ownership of the Shares to be sold by in such transaction; and (iv) otherwise to take all necessary action to cause the Selling Shareholders. The Participant shall agree to the same covenantsconsummation of such transaction, representations including voting its shares of Common Stock in favor of such transaction and warranties as the Selling Shareholders agree to not exercising any appraisal rights in connection with the proposed sale; provided, however, that the Participant shall not be required to (i) agree to non-compete and non-solicitation provisions or (ii) make representations and warranties as to any other shareholder of the Company. In addition, to the extent requested by the Bring-Along Buyer, the Participant shall, on or prior to the Bring-Along Transaction Closing, deliver to the Bring-Along Buyer a consent of the Participant’s spouse, if any, in form and substance reasonably satisfactory to the Bring-Along Buyer, to the Transfer of the Shares pursuant to the Bring-Along Disposition Transaction. The Participant shall bear its pro rata share of the fees and expenses incurred by the Selling Shareholders in the Bring-Along Disposition Transaction based on the total number of Shares to be sold in the Bring-Along Disposition Transaction. To the extent the Participant is required to provide indemnification in connection with the Bring-Along Disposition Transaction, the monetary indemnification obligations of the Participant shall be several and not joint and no less favorable to the Participant than that resulting from pro rata indemnification among all shareholders of the Company which sell Shares in the Bring-Along Disposition Transaction based on the total number of Shares to be sold in the Bring-Along Disposition Transaction and in any event shall not exceed the proceeds received by the Participant in such Bring-Along Disposition Transaction; provided, however, that the foregoing limitation shall not apply in respect of any representations, warranties or covenants that are personal in nature to the Participant (e.g., title to shares being transferred)therewith. (c) If any Bring-Along Disposition Transaction is structured as a merger, share exchange, consolidation or other sale of the Company, then the Participant shall consent to, vote in favor of or consent The Purchaser further agrees to and waive any dissenter rights, appraisal rights or other similar rights take all actions (including executing documents) in connection with such Bring-Along Disposition Transactionthe consummation of the proposed transaction as may reasonably be requested of it by the Selling Stockholders. (d) Each In the event a contract with respect to the transaction contemplated by the Buyout Notice has not been entered into within the 90 days after the date of delivery of the Buyout Notice, the obligations of the Purchaser under this Section 9 with respect to such Buyout Notice shall terminate, subject, however, to the right of the Selling Shareholders and the Bring-Along Buyer shall have the right, in their sole discretion, at all times prior Stockholders to consummation deliver a further Buyout Notice. (e) None of the proposed Transfer giving rise parties to this Agreement nor any of the Bring-Along Right, to abandon affiliates of the parties hereto shall receive any benefit or otherwise terminate such Transfer, and neither the Selling Shareholders nor the Bring-Along Buyer shall have remuneration from any liability or obligation to the Participant with respect thereto by virtue of any such abandonment or terminationThird Party Purchaser beyond customary investment banking fees.

Bring-Along Rights. (a) Except pursuant to, or following In the consummation of, an IPO, if any shareholder or group event that Carnival receives a bona fide offer from a Third Party Purchaser (excluding offers from Affiliates of shareholders Carnival) to purchase (including a purchase by merger) at least a majority of the Company holding more than the Designated Percentage of the issued and outstanding Shares of the Company (the “Selling Shareholders”) intend to effect a Transfer of all of such Selling Shareholders’ Shares to any Person (a “Bring-Along Buyer”)New Shares, the Selling Shareholders shall have the right (the “Bring-Along Right”) to require the Participant (in such capacity, the “Bring-Along Shareholder”) to Transfer all of the Shares owned by the Participant to the Bring-Along Buyer (a “Bring-Along Disposition Transaction”). If the Selling Shareholders elect to exercise their Bring-Along Right, the Selling Shareholders shall deliver Carnival may send written notice (a “Bring-Along "Buyout Notice”") to the Participant, which notice shall state (i) Company and CG notifying CG that it will be required to sell the same percentage of its New Shares in such sale as the Selling Shareholders wish to exercise their Bring-Along Right with respect to such Transfer, (ii) the name and address of the Bring-Along Buyer, (iii) the amount and form of consideration the Selling Shareholders Shareholder propose to receive for their Shares sell (and if such consideration consists in part or in whole of property other than cash, the Selling Shareholders will provide such information, to the extent reasonably available to such Selling Shareholders, relating to such non-cash consideration as each Bring-Along Shareholder may reasonably request in order to evaluate such non-cash consideration), (iv) the terms and conditions of payment of such consideration and all other material terms and conditions of such Transfer and (v) the anticipated time and place of the closing of such Transfer (a “Bring-Along Transaction Closing”). If such Bring-Along Transaction Closing does not occur prior to the expiration of the later of (x) 75 days following the delivery of such Bring-Along Notice, which 75 day period percentage shall be extended until all necessary consents from applicable Governmental Authorities to specified in such Buyout Notice) (the proposed sale have been received (but in no event more than 90 days after the expiration of such 75 day period) and (y) the date which is 15 days following the final determination of the Bring-Along Contingent Acquisition Price Adjustment pursuant to Section 2.4(f) of the Primary Shareholders Agreement, the Participant shall be released from its obligations under this Section 2.3 with respect to such Bring-Along Notice. The Selling Shareholders shall also furnish to the Participant copies of all transaction documents relating to the Bring-Along Disposition promptly as the same become available and such additional information in the Selling Shareholders’ possession relating to the Bring-Along Disposition Transaction as the Participant may reasonably request"Designated Percentage"). (b) In connection with any Bring-Along Disposition TransactionUpon receipt of a Buyout Notice, the Participant CG shall be required obligated: (i) to Transfer all sell the Designated Percentage of its New Shares in the Shares owned transaction (including a sale or merger) contemplated by the Participant to the Bring-Along Buyer. The Participant, unless the Participant agrees otherwise, shall receive as consideration upon such sale or disposition for its Shares the same type of consideration and the same amount of consideration per share and Buyout Notice on the same terms and conditions as are applicable to the Shares to be sold by the Selling Shareholders. The Participant shall agree to the same covenants, representations and warranties as the Selling Shareholders agree to in connection with the proposed saleCarnival; provided, however, that the Participant shall not be required to (i) agree to non-compete and non-solicitation provisions or (ii) make representations and warranties as to any other shareholder provide for the payment by CG of the Company. In addition, to the extent requested by the Bring-Along Buyer, the Participant shall, on or prior to the Bring-Along Transaction Closing, deliver to the Bring-Along Buyer a consent of the Participant’s spouse, if any, in form and substance reasonably satisfactory to the Bring-Along Buyer, to the Transfer of the Shares pursuant to the Bring-Along Disposition Transaction. The Participant shall bear its pro rata share portion of the fees and expenses incurred by the Selling Shareholders all costs associated with such transaction, in the Bring-Along Disposition Transaction based on proportion that the total number of New Shares owned by such Existing Shareholder bears to be sold the number of outstanding New Shares; and (iii) otherwise to take all necessary action to cause the consummation of such transaction, including voting its New Shares in the Bring-Along Disposition Transaction. To the extent the Participant is required to provide indemnification favor of such transaction and not exercising any appraisal rights in connection with the Bring-Along Disposition Transaction, the monetary indemnification obligations of the Participant shall be several and not joint and no less favorable to the Participant than that resulting from pro rata indemnification among all shareholders of the Company which sell Shares in the Bring-Along Disposition Transaction based on the total number of Shares to be sold in the Bring-Along Disposition Transaction and in any event shall not exceed the proceeds received by the Participant in such Bring-Along Disposition Transaction; provided, however, that the foregoing limitation shall not apply in respect of any representations, warranties or covenants that are personal in nature to the Participant (e.g., title to shares being transferred)therewith. (c) If any Bring-Along Disposition Transaction is structured as a merger, share exchange, consolidation or other sale of the Company, then the Participant shall consent to, vote in favor of or consent CG further agrees to and waive any dissenter rights, appraisal rights or other similar rights (i) take all actions (including executing documents) in connection with such Bringthe consummation of the proposed transaction as may reasonably be requested of it by Carnival and (ii) appoint Carnival as its attorneys-Along Disposition Transactionin-fact to do the same on its behalf. (d) Each In the event a contract with respect to the transaction contemplated by the Buyout Notice has not been entered into within the 90 Business Days after the date of delivery of the Selling Shareholders and Buyout Notice, the Bring-Along Buyer obligations of CG under this Section 7.3 with respect to such Buyout Notice shall have the rightterminate, in their sole discretionsubject, at all times prior to consummation of the proposed Transfer giving rise however, to the Bring-Along Right, right of Carnival to abandon or otherwise terminate such Transfer, and neither the Selling Shareholders nor the Bring-Along Buyer shall have any liability or obligation to the Participant with respect thereto by virtue of any such abandonment or terminationdeliver a further Buyout Notice.

Bring-Along Rights. (a) Except pursuant toIf, by vote or following written consent, (i) the consummation of, an IPO, if any shareholder or group Board of shareholders Directors and (ii) the holders of at least a majority of the Company holding more than the Designated Percentage then outstanding shares of the issued Series A Preferred Stock and the then outstanding Shares shares of the Company Series B Preferred Stock, voting or consenting together as a single class (the “Selling Shareholders”) intend "Approving Investors"), approve a change of control of the Corporation pursuant to effect a Transfer of which any bona fide unaffiliated third party proposes to acquire all or substantially all of such Selling Shareholders’ Shares to any Person 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 (a “Bring-Along Buyer”an "Approved Sale"), the Selling Shareholders Approving Investors shall have the right provide all other Investors who are not Approving Investors and each Original Stockholder (the “Bring-Along Right”) to require the Participant (in such capacitycollectively, the “Bring-Along Shareholder”"Remaining Stockholders") to Transfer all at least ten (10) days advance notice of the Shares owned by the Participant to the Bring-Along Buyer (a “Bring-Along Disposition Transaction”). If the Selling Shareholders elect to exercise their Bring-Along Right, the Selling Shareholders shall deliver written notice (a “Bring-Along Notice”) to the Participantsuch Approved Sale, which notice shall state 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. The Remaining Stockholders shall consent to, vote for and raise no objections to the Approved Sale, and (i) that the Selling Shareholders wish to exercise their Bring-Along Right Remaining Stockholders shall waive any dissenters rights, appraisal rights or similar rights, if any, in connection with respect to such Transfermerger, consolidation or asset sale, or (ii) if the name and address Approved Sale is structured as a sale of the Bring-Along Buyer, (iii) stock of the amount and form of consideration the Selling Shareholders propose to receive for their Shares (and if such consideration consists in part or in whole of property other than cashCorporation, the Selling Shareholders will provide such information, Remaining Stockholders shall agree to the extent reasonably available to such Selling Shareholders, relating to such non-cash consideration as each Bring-Along Shareholder may reasonably request in order to evaluate such non-cash consideration), (iv) sell all of their shares of Capital Stock 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 event the proceeds of payment the Approved Sale were distributed in accordance with the Restated Certificate. 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 consideration 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 other material terms and conditions of such Transfer and (v) the anticipated time and place of the closing of Approving Investors and the Remaining Stockholders to individually sign such Transfer Sale Documents) making such customary representations, warranties, indemnities, covenants, conditions, escrow agreements and other customary agreements relating to such Approved Sale (a “Bring-Along Transaction Closing”). If such Bring-Along Transaction Closing does not occur prior provided that each Remaining Stockholder's aggregate liability pursuant to the expiration Sale Documents or otherwise in connection with the Approved Sale shall be limited to the value of the later consideration received by each such Remaining Stockholder on account of (x) 75 days following the delivery of such Bring-Along Notice, which 75 day period shall be extended until all necessary consents from applicable Governmental Authorities to the proposed sale have been received (but in no event more than 90 days after the expiration of such 75 day periodApproved Sale) and (yii) effectuate the date which is 15 days following the final determination agreed-upon allocation and distribution of the Bring-Along Contingent Acquisition Price Adjustment pursuant to Section 2.4(f) of aggregate consideration upon the Primary Shareholders Agreement, the Participant shall be released from its obligations under this Section 2.3 with respect to such Bring-Along Notice. The Selling Shareholders shall also furnish to the Participant copies of all transaction documents relating to the Bring-Along Disposition promptly as the same become available and such additional information in the Selling Shareholders’ possession relating to the Bring-Along Disposition Transaction as the Participant may reasonably requestApproved Sale. (b) In connection with any Bring-Along Disposition Transaction, the Participant shall be required to Transfer all Each of the Shares Remaining Stockholders hereby appoints the Approving Investor holding the largest number of shares of the Preferred Stock for so long as the provisions of Section 2.14(a) remain in effect, 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 capital stock of the Corporation owned by the Participant to the Bring-Along Buyer. The Participantsuch Remaining Stockholder, unless the Participant agrees otherwise, shall receive as consideration upon such sale or disposition for its Shares the same type of consideration and the same amount of consideration per share and solely on the same terms matters and conditions as are applicable to the Shares to be sold by the Selling Shareholders. The Participant shall agree to the same covenants, representations and warranties as the Selling Shareholders agree to in connection with the proposed sale; provided, however, that the Participant shall not be required to (i) agree to non-compete and non-solicitation provisions or (ii) make representations and warranties as to any other shareholder of the Company. In addition, to the extent requested by the Bring-Along Buyer, the Participant shall, on or prior to the Bring-Along Transaction Closing, deliver to the Bring-Along Buyer a consent of the Participant’s spouse, if any, in form and substance reasonably satisfactory to the Bring-Along Buyer, to the Transfer of the Shares pursuant to the Bring-Along Disposition Transaction. The Participant shall bear its pro rata share of the fees and expenses incurred by the Selling Shareholders in the Bring-Along Disposition Transaction based on the total number of Shares to be sold manner specified in the Bring-Along Disposition Transaction. To the extent the Participant is required to provide indemnification in connection with the Bring-Along Disposition Transaction, the monetary indemnification obligations of the Participant shall be several and not joint and no less favorable to the Participant than that resulting from pro rata indemnification among all shareholders of the Company which sell Shares in the Bring-Along Disposition Transaction based on the total number of Shares to be sold in the Bring-Along Disposition Transaction and in any event shall not exceed the proceeds received by the Participant in such Bring-Along Disposition Transaction; provided, however, that the foregoing limitation shall not apply in respect of any representations, warranties or covenants that are personal in nature to the Participant (e.g., title to shares being transferredSection 2.14(a). (c) If any Bring-Along Disposition Transaction is structured as a merger, share exchange, consolidation or 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 sale proxies and powers of attorney on the matters specified in Section 2.14(a) with respect to the shares of capital stock of the Company, then the Participant shall consent to, vote in favor of Corporation which such Remaining Stockholder may have heretofore appointed or consent to and waive any dissenter rights, appraisal rights or other similar rights in connection with such Bring-Along Disposition Transaction. (d) Each of the Selling Shareholders and the Bring-Along Buyer shall have the right, in their sole discretion, at all times prior to consummation of the proposed Transfer giving rise to the Bring-Along Right, to abandon or otherwise terminate such Transfergranted, and neither the Selling Shareholders nor the Bring-Along Buyer no subsequent proxy or power of attorney shall have any liability be given or obligation to the Participant written consent executed (and if given or executed, shall not be effective) by such Remaining Stockholder with respect thereto by virtue 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 Remaining Stockholder under this Agreement shall be binding upon the heirs, personal representatives and successors of such abandonment or terminationRemaining Stockholder.

Bring-Along Rights. (a) Except pursuant toIf holders of the then outstanding Equity Securities representing the applicable Requisite Share Percentage, and a majority of the Board of Directors, approve a sale (in a bona fide, third party sale consummated in a single Transfer or following the consummation of, an IPO, if any shareholder a series of related Transfers to a single purchaser or a group of purchasers as part of a single transaction or group of shareholders related transactions) of Equity Securities representing the Company holding more than the Designated applicable Requisite Share Percentage of the issued and outstanding Shares of the Company (the “Selling Shareholders”) intend to effect a Transfer of all of such Selling Shareholders’ Shares to any Person (a “Bring-Along BuyerTransaction”), then such holders (the Selling Shareholders “Bring Along Holders”) shall have the right (the “Bring-Along Right”) ), but not the obligation, to require cause each of the Participant other Shareholders (in such capacity, the “Bring-Along ShareholderOther Shareholders”) to Transfer tender to the third party purchaser(s) (“Third Party Purchaser”) for purchase at the same price per Equity Security (on an as-converted basis) and on the same terms of payment and all other terms as apply to the Bring Along Holders, a number of Equity Securities held by each Other Shareholder equal to the Shares owned total number of Equity Securities held by such Other Shareholder multiplied by a fraction, the Participant numerator of which is the number of Equity Securities that the Bring Along Holders propose to sell in the Bring-Along Buyer Transaction and the denominator of which is the aggregate number of Equity Securities held by the Bring Along Holders (a “Bringall calculated on an as-Along Disposition Transaction”converted basis). . (b) If the Selling Shareholders Bring Along Holders elect to exercise their Bring-Along RightRights, then the Selling Bring Along Holders shall notify the Company and the Other Shareholders shall deliver written notice in writing of the Bring-Along Transaction (a “Bring-Along Notice”) to the Participant, which notice ). Each Bring-Along Notice shall state set forth (i) that the Selling Shareholders wish name of the Third Party Purchaser to exercise which the Bring Along Holders propose to sell their Bring-Along Right with respect Equity Securities and the number of Equity Securities proposed to such Transferbe sold in the Sale, (ii) the name address of the Third Party Purchaser, (iii) the proposed amount and address form of consideration and terms of payment offered by the Third Party Purchaser, and any other material terms pertaining to the Sale (“Third Party Terms”), and (iv) that the Third Party Purchaser has been informed of the rights provided for in this Section 2.4 and has agreed to purchase Equity Securities in accordance with the terms hereof. The Bring-Along Notice shall be given at least twenty (20) calendar days before the consummation of the proposed Sale. (c) Upon the giving of a Bring-Along Notice, each Other Shareholder shall be obligated to sell the number of Equity Securities calculated in accordance with Section 2.4(a) to the Third Party Purchaser on the Third Party Terms. (d) At the consummation of the Bring-Along Buyer, (iii) the amount and form of consideration the Selling Shareholders propose to receive for their Shares (and if such consideration consists in part or in whole of property other than cash, the Selling Shareholders will provide such information, to the extent reasonably available to such Selling Shareholders, relating to such non-cash consideration as each Bring-Along Shareholder may reasonably request in order to evaluate such non-cash consideration), (iv) the terms and conditions of payment of such consideration and all other material terms and conditions of such Transfer and (v) the anticipated time and place of the closing of such Transfer (a “Bring-Along Transaction Closing”). If such Bring-Along Transaction Closing does not occur prior to the expiration of the later of (x) 75 days following the delivery of such Bring-Along Notice, which 75 day period shall be extended until all necessary consents from applicable Governmental Authorities to the proposed sale have been received (but in no event more than 90 days after the expiration of such 75 day period) and (y) the date which is 15 days following the final determination of the Bring-Along Contingent Acquisition Price Adjustment pursuant to Section 2.4(f) of the Primary Shareholders Agreement, the Participant shall be released from its obligations under this Section 2.3 with respect to such Bring-Along Notice. The Selling Shareholders shall also furnish to the Participant copies of all transaction documents relating to the Bring-Along Disposition promptly as the same become available and such additional information in the Selling Shareholders’ possession relating to the Bring-Along Disposition Transaction as the Participant may reasonably request. (b) In connection with any Bring-Along Disposition Transaction, the Participant Third Party Purchaser shall be required remit to Transfer all each Shareholder the consideration for the total sales price of the Shares owned Equity Securities of such Shareholder sold pursuant hereto, upon delivery by the Participant to the Bring-Along Buyer. The Participantsuch Shareholder of certificate(s) for such Equity Securities duly endorsed in blank for transfer or accompanied by stock power(s) duly executed in blank, unless the Participant agrees otherwise, shall receive as consideration upon such sale or disposition for its Shares the same type of consideration and the same amount of consideration per share and on the same terms and compliance by such Shareholder with all other conditions as are to settlement generally applicable to the Shares to be sold by the Selling Shareholders. The Participant shall agree to the same covenants, representations Bring Along Holders and warranties as the Selling all Other Shareholders agree to selling Equity Securities in connection with the proposed sale; provided, however, that the Participant shall not be required to (i) agree to non-compete and non-solicitation provisions or (ii) make representations and warranties as to any other shareholder of the Company. In addition, to the extent requested by the Bring-Along Buyer, the Participant shall, on or prior to the Bring-Along Transaction Closing, deliver (including the provision by the Other Shareholders to the Third Party Purchaser of representations and warranties and indemnities (limited to not more than the proceeds received such Shareholder) covering the same subject matter, and subject to the same restrictions, qualifications and limitations, as those provided by the Bring Along Holders). (e) Notwithstanding anything to the contrary in this Agreement, in connection with a Bring-Along Buyer a consent Transaction, (i) if indemnification is required from any of the Participant’s spouseShareholders, if any, in form and substance reasonably satisfactory to the Bring-Along Buyer, to the Transfer of the Shares pursuant to the Bring-Along Disposition Transaction. The Participant shall bear its pro rata share of the fees and expenses incurred by the Selling Shareholders in the Bring-Along Disposition Transaction based on the total number of Shares to be sold in the Bring-Along Disposition Transaction. To the extent the Participant is required to provide such indemnification in connection with the Bring-Along Disposition Transaction, the monetary indemnification obligations of the Participant obligation shall be several and not joint and no less favorable to the Participant than that resulting from joint, on a pro rata indemnification basis among all shareholders of the Company which sell Shares in Shareholders required to provide the Bring-Along Disposition Transaction based on the total number of Shares to be sold in the Bring-Along Disposition Transaction indemnity, and in any event shall not exceed the proceeds received by any such indemnify Shareholder, (ii) any Shareholder that is not an employee of the Participant in such Bring-Along Disposition Transaction; provided, however, that the foregoing limitation Company shall not apply in respect of be required to agree to a non-compete restrictive covenant, (iii) no Shareholder shall be obligated to make any representations, warranties or covenants that are personal in nature out-of-pocket expenditure prior to the Participant (e.g., title to shares being transferred). (c) If any Bring-Along Disposition Transaction is structured as a merger, share exchange, consolidation or other sale consummation of the Company, then the Participant shall consent to, vote in favor of or consent to and waive any dissenter rights, appraisal rights or other similar rights in connection with such Bring-Along Disposition Transaction. (d) Each of the Selling Shareholders and the Bring-Along Buyer Transaction, and (iv) no Shareholder shall have be obligated to pay more than its pro rata share (based upon the right, consideration received) of reasonable expenses incurred in their sole discretion, at all times prior to consummation of the proposed Transfer giving rise to the connection with a consummated Bring-Along Right, to abandon or otherwise terminate such Transfer, and neither the Selling Shareholders nor the Bring-Along Buyer shall have any liability or obligation Transaction to the Participant with respect thereto extent that such expenses are incurred for the benefit of all Shareholders and are not otherwise paid by virtue of any such abandonment the Company or terminationthe acquiring party.

Bring-Along Rights. (a) Except pursuant to, or following In the consummation of, an IPO, if any shareholder or group of shareholders of event that the Company holding more than the Designated Percentage of the issued and outstanding Shares of the Company (the “Selling Shareholders”) intend to effect a Transfer holders of all of such Selling Shareholders’ Shares the Class A Preferred Stock and Class A Common Stock and the LL Entities elect (the "Proposing Stockholders") to any Person sell (a “Bringthe "Proposed Bring Along Sale") all of their shares to an unrelated third party (the "Buyer") on an arms-Along Buyer”length basis, then all other holders of Equity Securities (collectively, the "Remaining Stockholders"), shall be required, if so required by the Selling Shareholders shall have the right (the “Bring-Along Right”) Proposing Stockholders, to require the Participant (in such capacity, the “Bring-Along Shareholder”) to Transfer sell all of their Equity Securities in the Shares owned by the Participant Company to the Bring-Along Buyer (a “Bring-Along Disposition Transaction”). If the Selling Shareholders elect to exercise their Bring-Along Right, the Selling Shareholders shall deliver written notice (a “Bring-Along Notice”) to the Participant, which notice shall state (i) that the Selling Shareholders wish to exercise their Bring-Along Right with respect to such Transfer, (ii) the name and address of the Bring-Along Buyer, (iii) the amount and form of consideration the Selling Shareholders propose to receive for their Shares (and if such consideration consists in part or in whole of property other than cash, the Selling Shareholders will provide such information, to the extent reasonably available to such Selling Shareholders, relating to such non-cash consideration as each Bring-Along Shareholder may reasonably request in order to evaluate such non-cash consideration), (iv) the terms and conditions of payment of such consideration and all other material terms and conditions of such Transfer and (v) the anticipated time and place of the closing of such Transfer (a “Bring-Along Transaction Closing”). If such Bring-Along Transaction Closing does not occur prior to the expiration of the later of (x) 75 days following the delivery of such Bring-Along Notice, which 75 day period shall be extended until all necessary consents from applicable Governmental Authorities to the proposed sale have been received (but in no event more than 90 days after the expiration of such 75 day period) and (y) the date which is 15 days following the final determination of the Bring-Along Contingent Acquisition Price Adjustment pursuant to Section 2.4(f) of the Primary Shareholders Agreement, the Participant shall be released from its obligations under this Section 2.3 with respect to such Bring-Along Notice. The Selling Shareholders shall also furnish to the Participant copies of all transaction documents relating to the Bring-Along Disposition promptly as at the same become available price and such additional information in the Selling Shareholders’ possession relating to the Bring-Along Disposition Transaction as the Participant may reasonably request. (b) In connection with any Bring-Along Disposition Transaction, the Participant shall be required to Transfer all of the Shares owned by the Participant to the Bring-Along Buyer. The Participant, unless the Participant agrees otherwise, shall receive as consideration upon such sale or disposition for its Shares the same type of consideration and the same amount of consideration per share and on the same terms and conditions as are applicable the Proposing Stockholders. Thirty (30) days prior to the Shares date set by the Proposing Stockholders as the date for the Proposed Bring Along Sale, the Proposing Stockholders shall notify, or cause to be notified through the Company (which will undertake such notification at no charge), each of the Remaining Stockholders in writing of such offer. The notice (the "Bring Along Notice") shall set forth: (i) the name of the Buyer; (ii) the proposed amount and form of consideration and terms and conditions offered by the Buyer; and (iii) the proposed closing date for the Proposed Bring Along Sale. Any Remaining Stockholder who disputes the effectiveness of a Bring Along Notice shall deliver written notice of such dispute to the Company within 10 days following the date of the Bring Along Notice or any right of such Remaining Stockholder to dispute a Bring Along Notice shall be deemed waived. (b) Promptly following receipt of the Bring Along Notice, the Remaining Stockholders shall deliver to the Proposing Stockholders the certificate or certificates representing the Equity Securities to be sold by the Selling Shareholders. The Participant shall agree or otherwise disposed of pursuant to the same covenantsProposed Sale free and clear any all liens, representations pledges, claims, options, proxies, agreements, charges, encumbrances, or interests of any Person or entity whatsoever (other than restrictions imposed pursuant to applicable Federal and warranties as state securities laws, the Selling Shareholders agree Certificate of Incorporation, and this Agreement) and the Remaining Stockholders shall so represent and warrant to that fact. Each Remaining Stockholder shall further represent and warrant that it is the record and beneficial owner of such Equity Securities and, if such Remaining Stockholder is not a natural person, that it has all necessary power and authority to sell its Equity Securities. Each Remaining Stockholder shall also deliver to the Proposing Stockholders with the certificate or certificates representing the Equity Securities to be sold or otherwise disposed of pursuant to the Proposed Bring Along Sale a limited power of attorney authorizing the Proposing Stockholders to sell or otherwise dispose of such Equity Securities pursuant to the terms of the Proposed Bring Along Sale and to convert, to the extent necessary, any shares of Preferred Stock into shares of Common Stock in connection with the proposed saleProposed Bring Along Sale. The Remaining Stockholders who hold options or warrants which as of the closing of the Proposed Bring Along Sale are presently exercisable (or become exercisable as a result of the transaction that is the subject of Bring Along Notice), shall have until five (5) business days prior to the closing of the Proposed Bring Along Sale to exercise their options or warrants and deliver the certificates of Common Stock received in connection with such exercise. Warrants and options which are not exercised by such time or to the extent as of the closing of the Proposed Bring Along Sale are not exercisable (or to the extent such warrants or options would not become exercisable as a result of such transaction) shall automatically be cancelled upon the consummation of the Proposed Bring Along Sale; provided such warrants or options shall not be cancelled to the extent the Buyer in the Bring Along Sale permits a Remaining Holder to retain such warrants or options upon consummation of the Bring Along Sale. The Remaining Holders agree that whether the Buyer agrees to permit them to retain any warrants or options is in the sole discretion of the Buyer and that notwithstanding any other provision contained in this Agreement, the Proposing Stockholders and the Company are under no obligation whatsoever to include such an agreement as part of the terms of the Bring Along Sale. The exercise of any warrant or option by the holder in connection with a Proposed Bring Along Sale may be conditioned by the holder upon the consummation of the Proposed Bring Along Sale and the cancellation of any warrant or option, to the extent it is not exercised, shall be conditioned upon the consummation of the Bring Along Sale. (c) The Proposing Stockholders shall have ninety (90) days, commencing on the date of the Bring Along Notice, in which to complete the Proposed Bring Along Sale; provided that if the Proposed Bring Along Sale is subject to any prior regulatory approval or consent, the time period during which such Proposed Bring Along Sale may be consummated may be extended until the expiration of ten (10) days after all such approvals and consents shall have been received. If at the end of such ninety (90) day period, or such additional period in the event that regulatory approval or consent is required, the Proposing Stockholders have not completed the Proposed Bring Along Sale, the Proposing Stockholders shall return to the Remaining Stockholders all certificates representing shares of Equity Securities, powers of attorney which were delivered for sale in connection with the Proposed Bring Along Sale and any other documents delivered by the Remaining Stockholders in connection with the Proposed Bring Along Sale. (d) Concurrently with the consummation of the Proposed Bring Along Sale, the Proposing Stockholders shall notify the Remaining Stockholders thereof, and the Buyer shall remit to each Remaining Stockholder a certified check, and any non cash consideration if any, for the total sales price of the Equity Securities of such Remaining Stockholder so purchased; provided, however, that at the Participant election of any Remaining Stockholder the Proposing Stockholders shall not be required to (i) agree to non-compete and non-solicitation provisions or (ii) make representations and warranties as to any other shareholder cause the cash portion of the Company. In addition, to the extent requested by the Bring-Along Buyer, the Participant shall, on or prior to the Bring-Along Transaction Closing, deliver to the Bring-Along Buyer a consent of the Participant’s spouse, if any, in form and substance reasonably satisfactory to the Bring-Along Buyer, to the Transfer of the Shares pursuant to the Bring-Along Disposition Transaction. The Participant shall bear its pro rata share of the fees and expenses incurred by the Selling Shareholders in the Bring-Along Disposition Transaction based on the such total number of Shares sales price to be sold in paid by wire transfer at the Bring-Along Disposition Transaction. To the extent the Participant is required to provide indemnification in connection with the Bring-Along Disposition Transaction, the monetary indemnification obligations instructions of the Participant shall be several and not joint and no less favorable to the Participant than that resulting from pro rata indemnification among all shareholders of the Company which sell Shares in the Bring-Along Disposition Transaction based on the total number of Shares to be sold in the Bring-Along Disposition Transaction and in any event shall not exceed the proceeds received by the Participant in such Bring-Along Disposition Transaction; provided, however, that the foregoing limitation shall not apply in respect of any representations, warranties or covenants that are personal in nature to the Participant (e.g., title to shares being transferred)Remaining Stockholder. (c) If any Bring-Along Disposition Transaction is structured as a merger, share exchange, consolidation or other sale of the Company, then the Participant shall consent to, vote in favor of or consent to and waive any dissenter rights, appraisal rights or other similar rights in connection with such Bring-Along Disposition Transaction. (d) Each of the Selling Shareholders and the Bring-Along Buyer shall have the right, in their sole discretion, at all times prior to consummation of the proposed Transfer giving rise to the Bring-Along Right, to abandon or otherwise terminate such Transfer, and neither the Selling Shareholders nor the Bring-Along Buyer shall have any liability or obligation to the Participant with respect thereto by virtue of any such abandonment or termination.

Bring-Along Rights. (a) Except pursuant toIf, or following the consummation of, an prior to a Qualified IPO, if any shareholder Shareholder, whether alone or group in concert with any other Shareholders, owning an amount of shareholders Stock equal to 50% or more of the Company holding more than the Designated Percentage of the issued and then outstanding Shares of the Company Stock (such Shareholder(s) being referred to in this Section 7 as the “Selling ShareholdersShareholder(s)”) intend proposes to effect a Transfer Sell to any Person or Group that is not an Affiliate of all any of such Selling Shareholders’ Shares Shareholder(s) (collectively, a “Bring-Along Transferee”) shares of Stock equal to any Person 50% or more of the then outstanding Stock (a “Bring-Along BuyerSale”), then the Selling Shareholder(s) may elect (a “Bring-Along Election”) to require each (but not fewer than all) Other Shareholder that is not an Affiliate of such Selling Shareholder(s) to Sell as a part of the Bring-Along Sale to such Bring-Along Transferee, at the purchase price and upon the other terms and subject to the conditions of the Bring-Along Sale (including the kind and amount of consideration to be paid for such Stock), all of which shall be set forth in the Bring-Along Notice (as defined below), that number of shares of Stock (including for this purpose Common Stock Equivalents but which, at the election of the Selling Shareholders, may exclude Unvested Stock) as is equal to the product of (x) a fraction, the numerator of which is the number of shares of Stock as is proposed to be sold by the Selling Shareholder(s) and the denominator of which is the aggregate number of shares of Stock owned as of the date of the Bring-Along Notice by the Selling Shareholder(s) and their Affiliates and (y) the number of shares of Stock (including for this purpose Common Stock Equivalents) owned by such Other Shareholder as of the date of the Bring-Along Notice; provided that the Selling Shareholders shall have the right (to elect that the “shares of Stock Sold by an Other Shareholder not include any Unvested Stock); provided further that the purchase price to be paid in such Bring-Along Right”) Sale for any Common Stock Equivalent shall equal the purchase price per share of Common Stock to require the Participant (be paid in such capacity, the “Bring-Along Shareholder”) to Transfer all Sale less the amount per share of the Shares owned by exercise or purchase price (if any) of such Common Stock Equivalent. Notwithstanding the Participant to the foregoing, no Bring-Along Buyer Election may be made (i) without the approval of the GSCP Parties (or a “Bring-Along Disposition Transaction”). If GSCP Governance Rights Assignee, as applicable) so long as the Selling Shareholders elect to exercise GSCP Parties (or a GSCP Governance Rights Assignee, as applicable) and their Bring-Along RightAffiliates hold a number of shares of Common Stock that is no less than 25% of the number of shares of Common Stock held by the GSCP Parties immediately following the Merger and (ii) without the approval of the Providence Parties (or a Providence Governance Rights Assignee, as applicable) so long as the Selling Shareholders Providence Parties (or a Providence Governance Rights Assignee, as applicable) and their Affiliates hold a number of shares of Common Stock that is no less than 25% of the number of shares of Common Stock held by the Providence Parties immediately following the Merger. (b) The rights set forth in Section 7(a) shall deliver be exercised by giving written notice (a the “Bring-Along Notice”) to the Participant, which notice shall state (i) each Other Shareholder that is not an Affiliate of any of the Selling Shareholders wish Shareholder(s) and to exercise their the Company setting forth in detail the terms of the proposed Bring-Along Right with respect to such Transfer, (ii) Sale and the name and address proposed closing date of the Bring-Along Buyer, (iii) the amount and form of consideration the Selling Shareholders propose to receive for their Shares (and if such consideration consists in part or in whole of property other than cash, the Selling Shareholders will provide such information, to the extent reasonably available to such Selling Shareholders, relating to such non-cash consideration as each Bring-Along Shareholder may reasonably request in order to evaluate such non-cash consideration), (iv) the terms and conditions of payment of such consideration and all other material terms and conditions of such Transfer and (v) the anticipated time and place of the closing of such Transfer (a “Bring-Along Transaction Closing”)Sale. If such Bring-Along Transaction Closing does not occur prior to the expiration of the later of (x) 75 days following the delivery of such Bring-Along Notice, which 75 day period shall be extended until all necessary consents from applicable Governmental Authorities to the proposed sale have been received (but in no event more than 90 days after the expiration of such 75 day period) and (y) the date which is 15 days following the final determination of the Bring-Along Contingent Acquisition Price Adjustment pursuant to Section 2.4(f) of the Primary Shareholders Agreement, the Participant shall be released from its obligations under this Section 2.3 with respect to such Bring-Along Notice. The Selling Shareholders shall also furnish to the Participant copies of all transaction documents relating to the Bring-Along Disposition promptly as the same become available and such additional information in the Selling Shareholders’ possession relating to the Bring-Along Disposition Transaction as the Participant may reasonably request. (b) In connection with any Bring-Along Disposition TransactionSale, the Participant all Other Shareholders shall be required obligated, if applicable, to Transfer vote (or consent in writing, as the case may be) all Voting Shares held by them in favor of any Bring-Along Sale being effected by merger or consolidation and the Shares owned Other Shareholders and the Company shall in all other respects support the transaction contemplated by the Participant to the Bring-Along Buyer. The ParticipantSale and shall be obligated to cooperate in the consummation of the transaction contemplated thereby and shall execute all documents, unless including a sale, purchase or merger agreement, reasonably requested by the Participant agrees otherwise, shall receive as consideration upon such sale Company or disposition for its Shares the same type of consideration and Selling Shareholder(s) containing the same amount of consideration per share and on the same terms and conditions as are applicable to of the Shares to be sold by the Selling Shareholders. The Participant shall agree to the same covenants, representations and warranties as the Selling Shareholders agree to in connection with the proposed saleBring-Along Sale; provided, however, that the Participant no Shareholder shall not be required to (i) agree make any representations or warranties in any agreement relating to nona Bring-compete and non-solicitation provisions or (ii) make Along Sale other than representations and warranties as relating to such Shareholder and the ownership of its Stock that are customary in similar transactions including, without limitation, representations and warranties relating to title, authorization and execution and delivery, nor shall any Shareholder be required to provide indemnification with respect to any representations or warranties made by any other shareholder Shareholder or in an amount exceeding the amount of the Companyproceeds received by such Shareholder in the Bring-Along Sale. In addition, no Shareholders shall exercise any rights of appraisal or dissenters rights that such Shareholder may have (whether under applicable law or otherwise) or could potentially have or acquire in connection with any Bring-Along Sale or any proposal that is necessary or desirable to the extent requested by consummate the Bring-Along BuyerSale. (c) The Bring-Along Transferee and any Bring-Along Sale transaction pursuant to this Section 7 shall be selected pursuant to a sale process determined by the Selling Shareholder(s), which may include an auction process managed by an investment banking firm selected by the Selling Shareholder(s). All fees and expenses related to any Bring-Along Sale, including but not limited to, the Participant shallfees of any such investment banking firm but not including the fees of counsel for any individual Shareholder, on or prior shall be paid by the Company. (d) Upon delivery of a Bring-Along Notice to the Company, the Board will take such actions as are necessary to accomplish the Bring-Along Sale specified therein as soon as is reasonably practicable. Notwithstanding anything contained herein to the contrary, nothing in this Section 7 shall be deemed to compel any director to act in violation of his fiduciary duties. (e) All Sales of Stock to the Bring-Along Transaction Closing, deliver Transferee pursuant to this Section 7 shall be consummated contemporaneously at the offices of the Company on the later of (i) a business day not less than 15 or more than 60 days after the Bring-Along Buyer a consent Notice is delivered to the Shareholders or (ii) the fifth business day following the expiration or termination of all waiting periods under the HSR Act or receipt of other regulatory approvals applicable to such Sales, or at such other time and/or place as the Selling Shareholders may otherwise determine. The delivery of certificates or other instruments evidencing such Stock duly endorsed for transfer shall be made on such date against payment of the Participantpurchase price for such Stock. (f) In order to secure each Management Holder’s spouseand each Employee Holder’s obligation to comply with the provisions of Section 7 of this Agreement, if anyeach Management Holder and each Employee Holder hereby appoints GSCP (or any GSCP Governance Rights Assignee, in form as applicable) and substance reasonably satisfactory Providence (or any Providence Governance Rights Assignee, as applicable), acting jointly (the “Joint Proxy Holders”), as its true and lawful proxy and attorney-in-fact, with full power of substitution, to vote all of its Voting Shares of the Company and to take all such other actions and sign all documents to the Bring-Along Buyerextent necessary to carry out the provisions of this Section 7. The Joint Proxy Holders may exercise the irrevocable proxy granted to them hereunder at any time any Management Holder or Employee Holder, as applicable, fails to comply with any provision of Section 7 of this Agreement. The proxies and powers granted by each Management Holder and Employee Holder pursuant to this Section 7(f) are coupled with an interest and are given to secure the performance of the obligations of the Management Holder or Employee Holder, as applicable, to the Transfer of the Shares pursuant to the Bring-Along Disposition Transaction. The Participant shall bear its pro rata share of the fees and expenses incurred by the Selling Shareholders in the Bring-Along Disposition Transaction based on the total number of Shares to be sold in the Bring-Along Disposition Transaction. To the extent the Participant is required to provide indemnification in connection with the Bring-Along Disposition TransactionGSCP Parties (or any GSCP Governance Rights Assignee, the monetary indemnification obligations of the Participant shall be several and not joint and no less favorable to the Participant than that resulting from pro rata indemnification among all shareholders of the Company which sell Shares in the Bring-Along Disposition Transaction based on the total number of Shares to be sold in the Bring-Along Disposition Transaction and in any event shall not exceed the proceeds received by the Participant in such Bring-Along Disposition Transaction; provided, however, that the foregoing limitation shall not apply in respect of any representations, warranties or covenants that are personal in nature to the Participant (e.g., title to shares being transferred). (cas applicable) If any Bring-Along Disposition Transaction is structured as a merger, share exchange, consolidation or other sale of the Company, then the Participant shall consent to, vote in favor of or consent to and waive any dissenter rights, appraisal rights or other similar rights in connection with such Bring-Along Disposition Transaction. (d) Each of the Selling Shareholders and the Bring-Along Buyer shall have the rightProvidence Parties (or any Providence Governance Rights Assignee, in their sole discretionas applicable) under Section 7 of this Agreement. Such proxies and powers will be effective until a Qualified IPO, at all times prior to consummation which time such proxies and powers shall terminate. Such proxies and powers shall survive the death, incompetency and disability of the proposed Transfer giving rise to the Bring-Along Right, to abandon or otherwise terminate such Transfer, each Management Holder and neither the Selling Shareholders nor the Bring-Along Buyer shall have any liability or obligation to the Participant with respect thereto by virtue of any such abandonment or terminationEmployee Holder.

Bring-Along Rights. (a) Except pursuant to, or following If the consummation of, an IPO, if any shareholder or group of shareholders Company Board approves the sale of the Company holding more than the Designated Percentage of the issued and outstanding Shares of the Company to another entity (the “Selling Shareholders”whether by a merger, consolidation, share exchange, reorganization, recapitalization or similar transaction) intend to effect a Transfer of all of such Selling Shareholders’ Shares to any Person (a “Bring-Along Buyer”an Approved Sale), the Selling Shareholders shall have the right (the “Bring-Along Right”) to require the Participant (in such capacity, the “Bring-Along Shareholder”) to Transfer all of the Shares owned by the Participant to the Bring-Along Buyer (a “Bring-Along Disposition Transaction”). If the Selling Shareholders elect to exercise their Bring-Along Right, the Selling Shareholders shall deliver written notice (a “Bring-Along Notice”) to the Participant, which notice shall state then (i) that the Selling Shareholders wish to exercise their Bring-Along Right Stockholder shall not raise dissenter or appraisal rights with respect to such Transferthe Approved Sale, and (ii) if the name and address Approved Sale is structured as a sale of the Bring-Along Buyer, (iii) the amount and form of consideration the Selling Shareholders propose to receive for their Shares (and if such consideration consists in part or in whole of property other than cashcapital stock, the Selling Shareholders will provide such informationStockholder shall sell all remaining Shares held by the Stockholder, to the extent reasonably available to such Selling Shareholders, relating to such non-cash consideration as each Bring-Along Shareholder may reasonably request in order to evaluate such non-cash consideration), (iv) on the terms and conditions of payment of such consideration approved by the Company Board. The Stockholder shall promptly take all actions as the Company Board shall deem necessary and all other material terms and conditions of such Transfer and (v) appropriate in connection with the anticipated time and place consummation of the closing Approved Sale. In the event of such Transfer an Approved Sale, the Stockholder, unless he expressly (a “Bring-Along Transaction Closing”i.e. other than by operation of clause (i) of this Section 3.02(a). If such Bring-Along Transaction Closing does not occur prior ) agrees otherwise pursuant to the expiration terms of the later of (x) 75 days following the delivery of such Bring-Along Notice, which 75 day period shall be extended until all necessary consents from applicable Governmental Authorities to the proposed sale have been received (but in no event more than 90 days after the expiration of such 75 day period) and (y) the date which is 15 days following the final determination of the Bring-Along Contingent Acquisition Price Adjustment pursuant to Section 2.4(f) of the Primary Shareholders Agreement, the Participant shall be released from its obligations under this Section 2.3 with respect to such Bring-Along Notice. The Selling Shareholders shall also furnish to the Participant copies of all transaction documents relating to the Bring-Along Disposition promptly as the same become available and such additional information in the Selling Shareholders’ possession relating to the Bring-Along Disposition Transaction as the Participant may reasonably request. (b) In connection with any Bring-Along Disposition Transaction, the Participant shall be required to Transfer all of the Shares owned by the Participant to the Bring-Along Buyer. The Participant, unless the Participant agrees otherwiseApproved Sale, shall receive as consideration upon such sale or disposition Approved Sale for its his Shares the same type of consideration and the same amount of consideration per share and on the same terms and conditions Share as are applicable to the Shares to shall be sold received by the Selling Shareholders. The Participant shall agree to the same covenants, representations and warranties as the Selling Shareholders agree to Parent in connection with the proposed salesuch Approved Sale; provided, however, that in any Approved Sale to a Person who is not an Affiliate of Parent, Parent may retain 10% or less of the Participant Shares held by Parent or receive a different type of consideration than the Stockholder in respect of 10% or less of the Shares held by Parent in circumstances the Company Board determines necessary for the Approved Sale to be accounted for in the manner requested by the purchaser of the Company in such Approved Sale. (b) If the Company Board desires to consummate an ApprovedSale, the Company Board shall provide a written notice to the Stockholder, which notice shall describe the proposed transaction in summary terms and, if the Approved Sale is structured as a sale of Shares, contain the price, terms and conditions of the sale of Shares by the Stockholder to the entity to which such Shares are to be sold. Upon not be required to less than five business days request, the Stockholder shall enter into (i) agree a binding agreement with the entity to non-compete which such Shares are to be sold to sell to such entity all of his Shares, free and non-solicitation provisions or clear of all liens, charges, pledges, security interests and encumbrances and t the price and on the terms contained in said notice and (ii) make representations any binding interseller agreement relating to such Approved Sale that the Company Board may approve, which agreements may provide for escrows, holdbacks, expense reimbursement and warranties as to any other shareholder of the Company. In addition, to the extent requested by the Bring-Along Buyer, the Participant shall, on purchase price reductions or prior to the Bring-Along Transaction Closing, deliver to the Bring-Along Buyer a consent of the Participant’s spouse, if any, in form and substance reasonably satisfactory to the Bring-Along Buyer, to the Transfer of the Shares pursuant to the Bring-Along Disposition Transaction. The Participant shall bear its deferrals that apply pro rata share of the fees and expenses incurred by the Selling Shareholders in the Bring-Along Disposition Transaction based on the total number of Shares to be sold in the Bring-Along Disposition Transactionall sellers. To the extent the Participant Stockholder is required to provide indemnification in connection with the Bring-Along Disposition Transactionany Approved Sale, the monetary indemnification obligations of the Participant Stockholder shall be several and not joint and no less favorable limited to the Participant than that resulting from pro rata indemnification among all shareholders fair market value of the Company which sell Shares in the Bring-Along Disposition Transaction based on the total number of Shares to be sold in the Bring-Along Disposition Transaction cash, property and in any event shall not exceed the proceeds other assets received by the Participant Stockholder in such Bring-Along Disposition Transactionthe Approved Sale; provided, however, that the foregoing this limitation shall not apply in respect of any representations, warranties or covenants that are personal in nature to the Participant Stockholder (e.g., title to shares Shares being transferred). (c) If any Bring-Along Disposition Transaction is structured as a merger, The Stockholder shall bear his pro rata share exchange, consolidation or other sale of the Company, then fees and expenses incurred by the Participant shall consent to, vote Company and Parent in favor of or consent to and waive any dissenter rights, appraisal rights or other similar rights in connection with such Bring-Along Disposition Transactionthe Approved Sale. (d) Each of the Selling Shareholders and the Bring-Along Buyer shall have the right, in their sole discretion, at all times prior to consummation of the proposed Transfer giving rise to the Bring-Along Right, to abandon or otherwise terminate such Transfer, and neither the Selling Shareholders nor the Bring-Along Buyer shall have any liability or obligation to the Participant with respect thereto by virtue of any such abandonment or termination.

Bring-Along Rights. (a) Except pursuant toIn the event that the Buyer elects to sell (the "Proposed Bring Along Sale") all or substantially all of its shares of Qualified Common Stock, or following as defined below, to an unrelated third party (the consummation of"Bring Along Purchaser") on an arm's-length basis, an IPOthen AIP shall be required, if any shareholder or group so required by the Buyer, to sell all of shareholders its shares of Common Stock to the Company holding more than Bring Along Purchaser at the Designated Percentage same price and upon the same terms and conditions as the Buyer is selling its shares of Common Stock to the issued and outstanding Shares Bring Along Purchaser. Ten (10) days prior to the date set by the Buyer as the date for the Proposed Bring Along Sale, the Buyer shall notify AIP in writing of the Company such offer. The notice (the “Selling Shareholders”) intend to effect a Transfer of all of such Selling Shareholders’ Shares to any Person (a “Bring-Along Buyer”), the Selling Shareholders shall have the right (the “Bring-Along Right”) to require the Participant (in such capacity, the “Bring-Along Shareholder”) to Transfer all of the Shares owned by the Participant to the Bring-Along Buyer (a “Bring-Along Disposition Transaction”). If the Selling Shareholders elect to exercise their Bring-Along Right, the Selling Shareholders shall deliver written notice (a “Bring-"Bring Along Notice”") to the Participant, which notice shall state set forth: (i) that the Selling Shareholders wish to exercise their Bring-name of the Bring Along Right with respect to such Transfer, Purchaser; (ii) the name and address of the Bring-Along Buyer, (iii) the proposed amount and form of consideration the Selling Shareholders propose to receive for their Shares (and if such consideration consists in part or in whole of property other than cash, the Selling Shareholders will provide such information, to the extent reasonably available to such Selling Shareholders, relating to such non-cash consideration as each Bring-Along Shareholder may reasonably request in order to evaluate such non-cash consideration), (iv) the terms and conditions offered by the Bring Along Purchaser; and (iii) the proposed closing date for the Proposed Bring Along Sale. (b) When the sale closes, AIP shall deliver to the Buyer or the Bring Along Purchaser the certificate or certificates representing the shares of Common Stock to be sold, duly endorsed for transfer and accompanied by all requisite stock transfer taxes, if any, against payment of such consideration the purchase price therefor, and the shares of Common Stock to be sold or otherwise disposed of pursuant to the Proposed Sale free and clear any all liens, pledges, claims, options, proxies, agreements, charges, encumbrances, or interests of any Person or entity whatsoever (other material terms than restrictions imposed pursuant to applicable Federal and conditions state securities laws) and AIP shall so represent and warrant to that fact. AIP shall further represent and warrant that it is the record and beneficial owner of the shares of Common Stock and that it has all necessary power and authority to sell the shares of Common Stock. AIP shall also deliver to the Buyer with the certificate or certificates representing the shares of Common Stock to be sold or otherwise disposed of pursuant to the Proposed Bring Along Sale a limited power of attorney authorizing the Buyer to sell or otherwise dispose of such Transfer and (v) shares of Common Stock pursuant to the anticipated time and place terms of the closing Proposed Bring Along Sale. (c) The Buyer shall have thirty (30) days, commencing on the date of the Bring Along Notice, in which to complete the Proposed Bring Along Sale; provided that if the Proposed Bring Along Sale is subject to any prior regulatory approval or consent, the time period during which such Transfer (a “Bring-Proposed Bring Along Transaction Closing”). If such Bring-Along Transaction Closing does not occur prior to Sale may be consummated may be extended until the expiration of the later of ten (x10) 75 days following the delivery of after all such Bring-Along Notice, which 75 day period approvals and consents shall be extended until all necessary consents from applicable Governmental Authorities to the proposed sale have been received (received, but in no event more than 90 ninety (90) days after the expiration Bring Along Notice unless AIP consents to that extension in writing. If at the end of such 75 thirty (30) day period) and (y) , or such additional period in the date which event that regulatory approval or consent is 15 days following the final determination of the Bring-Along Contingent Acquisition Price Adjustment pursuant to Section 2.4(f) of the Primary Shareholders Agreementrequired, the Participant Buyer has not completed the Proposed Bring Along Sale, the Buyer shall be released from its obligations under this Section 2.3 with respect return to such Bring-Along Notice. The Selling Shareholders shall also furnish AIP all certificates representing shares of Common Stock which were delivered to the Participant copies Buyer by AIP, powers of all transaction documents relating to the Bring-Along Disposition promptly as the same become available and such additional information in the Selling Shareholders’ possession relating to the Bring-Along Disposition Transaction as the Participant may reasonably request. (b) In connection with any Bring-Along Disposition Transaction, the Participant shall be required to Transfer all of the Shares owned by the Participant to the Bring-Along Buyer. The Participant, unless the Participant agrees otherwise, shall receive as consideration upon such attorney which were delivered for sale or disposition for its Shares the same type of consideration and the same amount of consideration per share and on the same terms and conditions as are applicable to the Shares to be sold by the Selling Shareholders. The Participant shall agree to the same covenants, representations and warranties as the Selling Shareholders agree to in connection with the proposed sale; providedProposed Bring Along Sale and any other documents delivered by AIP in connection with the Proposed Bring Along Sale. (d) Concurrently with the consummation of the Proposed Bring Along Sale, howeverthe Buyer shall notify AIP thereof, that and AIP shall receive the Participant consideration for the sale of the shares of Common Stock owned by AIP so purchased directly from the purchaser. (e) AIP shall not be required to (i) agree to non-compete and non-solicitation provisions or (ii) make representations and warranties as to participate in any other shareholder of transaction unless the Company. In addition, to the extent requested by the Bring-Along Buyer, the Participant shall, on or prior to the Bring-Along Transaction Closing, deliver to the Bring-Along Buyer a consent of the Participant’s spouse, if any, in form and substance reasonably satisfactory to the Bring-Along Buyer, to the Transfer of the Shares pursuant to the Bring-Along Disposition Transaction. The Participant shall bear its pro rata share of the fees and expenses incurred by the Selling Shareholders in the Bring-Along Disposition Transaction based on the total number of Shares consideration to be sold in the Bring-Along Disposition Transaction. To the extent the Participant is required to provide indemnification in connection with the Bring-Along Disposition Transaction, the monetary indemnification obligations of the Participant shall be several and not joint and no less favorable to the Participant than that resulting from pro rata indemnification among all shareholders of the Company which sell Shares in the Bring-Along Disposition Transaction based on the total number of Shares to be sold in the Bring-Along Disposition Transaction and in any event shall not exceed the proceeds received by the Participant in such Bring-Along Disposition Transaction; provided, however, that the foregoing limitation shall not apply in respect AIP consists entirely of any representations, warranties cash or covenants that are personal in nature to the Participant (e.g., title to shares being transferred)marketable securities. (cf) If any Bring-Along Disposition Transaction is structured as a merger, share exchange, consolidation or other sale of the Company, then the Participant shall consent to, vote in favor of or consent to and waive any dissenter rights, appraisal rights or other similar rights in connection with such Bring-Along Disposition Transaction. (d) Each of the Selling Shareholders and the Bring-Along The Buyer shall not be entitled to send more than two Bring Along Notices. After two such Bring Along Notices have the rightbeen sent, in their sole discretion, at all times prior to consummation of the proposed Transfer giving rise to the Bring-Buyer Bring Along Right, to abandon or otherwise terminate such Transfer, and neither the Selling Shareholders nor the Bring-Along Buyer Rights shall have any liability or obligation to the Participant with respect thereto by virtue of any such abandonment or terminationbe extinguished.

Bring-Along Rights. (a) Except pursuant to, or following If (i) the consummation of, an IPO, if any shareholder or group of shareholders Members holding not less than fifty percent (50%) of the Company holding more than the Designated Percentage of the issued and Preferred Shares then outstanding Shares of the Company (the “Selling ShareholdersApproving Members”) intend to effect and (ii) the Board, including a Transfer majority of all of such Selling Shareholders’ Shares to any Person the Preferred Directors, approve a Company Sale (a an “Bring-Along BuyerApproved Sale”), the Selling Shareholders Board shall have the right provide all Members at least ten (10) days advance notice of such Approved Sale (the “Bring-Along RightApproved Sale Notice”) to require the Participant (in such capacity), the “Bring-Along Shareholder”) to Transfer all which Approved Sale Notice shall include a reasonably detailed description of the Shares owned by Approved Sale, including the Participant to the Bring-Along Buyer (a “Bring-Along Disposition Transaction”). If the Selling Shareholders elect to exercise their Bring-Along Right, the Selling Shareholders shall deliver written notice (a “Bring-Along Notice”) to the Participant, which notice shall state (i) that the Selling Shareholders wish to exercise their Bring-Along Right with respect to such Transfer, (ii) the name and address of the Bring-Along Buyer, (iii) the amount and form of consideration the Selling Shareholders propose to receive for their Shares (and if such consideration consists in part or in whole of property other than cash, the Selling Shareholders will provide such information, to the extent reasonably available to such Selling Shareholders, relating to such non-cash consideration as each Bring-Along Shareholder may reasonably request in order to evaluate such non-cash consideration), (iv) the terms and conditions of payment of such consideration and all other material terms and conditions of such Transfer and (v) the anticipated proposed time and place of the closing of such Transfer (a “Bring-Along Transaction Closing”). If such Bring-Along Transaction Closing does not occur prior to the expiration of the later of (x) 75 days following the delivery of such Bring-Along Notice, which 75 day period shall be extended until all necessary consents from applicable Governmental Authorities to the proposed sale have been received (but in no event more than 90 days after the expiration of such 75 day period) and (y) the date which is 15 days following the final determination of the Bring-Along Contingent Acquisition Price Adjustment pursuant to Section 2.4(f) of the Primary Shareholders Agreementclosing, the Participant shall consideration to be released from its obligations under this Section 2.3 received by the Members, and any other material terms. Provided that the consideration therefrom is allocated in accordance with respect to such Bring-Along Notice. The Selling Shareholders shall also furnish to the Participant copies Article 5, upon receipt of all transaction documents relating to the Bring-Along Disposition promptly as the same become available and such additional information in the Selling Shareholders’ possession relating to the Bring-Along Disposition Transaction as the Participant may reasonably request. (b) In connection with any Bring-Along Disposition Transaction, the Participant an Approved Sale Notice each Member shall be required (i) if such Approved Sale is structured as a disposition of all outstanding Shares, to Transfer sell all of his, her or its Shares in the Shares owned Approved Sale as contemplated by the Participant to the Bring-Along Buyer. The Participant, unless the Participant agrees otherwise, shall receive as consideration upon such sale or disposition for its Shares the same type of consideration and the same amount of consideration per share Approved Sale Notice and on the same terms and conditions as are applicable agreed to the Shares to be sold by the Selling Shareholders. The Participant shall agree to the same covenantsApproving Members, representations and warranties as the Selling Shareholders agree to in connection with the proposed sale; provided, however, that the Participant shall not be required to (i) agree to non-compete and non-solicitation provisions or (ii) make representations and warranties as to any other shareholder of the Company. In addition, to the extent requested by the Bring-Along Buyer, the Participant shall, on or prior to the Bring-Along Transaction Closing, deliver to the Bring-Along Buyer a consent of the Participant’s spouse, if any, in form and substance reasonably satisfactory to the Bring-Along Buyer, to the Transfer of the Shares pursuant to the Bring-Along Disposition Transaction. The Participant shall bear its pro rata share of the fees and expenses incurred by the Selling Shareholders in the Bring-Along Disposition Transaction based on the total number of Shares to be sold in the Bring-Along Disposition Transaction. To the extent the Participant is required to provide indemnification in connection with the Bring-Along Disposition Transaction, the monetary indemnification obligations of the Participant shall be several and not joint and no less favorable to the Participant than that resulting from pro rata indemnification among all shareholders of the Company which sell Shares in the Bring-Along Disposition Transaction based on the total number of Shares to be sold in the Bring-Along Disposition Transaction and in any event shall not exceed the proceeds received by the Participant in such Bring-Along Disposition Transaction; provided, however, that the foregoing limitation shall not apply in respect of any representations, warranties or covenants that are personal in nature to the Participant (e.g., title to shares being transferred). (c) If any Bring-Along Disposition Transaction Approved Sale is structured as a merger, share exchange, consolidation or similar transaction or a sale, disposition or other sale transaction with respect to all or substantially all of the assets of the Company, then the Participant shall consent to, vote in favor of or to (A) consent to and raise no objection to the Approved Sale and any matters ancillary thereto (including any conversion or exchange of Shares for shares of Capital Securities of a Person) and (B) waive any dissenter dissenters’ rights, appraisal rights or other similar rights that such Member may have in connection therewith. (b) The Members shall take all reasonably necessary and desirable actions requested by the Board in connection with the consummation of the Approved Sale, including the execution of such Bringagreements and such instruments and other actions reasonably necessary to (i) effectuate the Approved Sale, including making such customary representations, warranties, indemnities, covenants, conditions, escrow agreements and other customary provisions and agreements relating to such Approved Sale and (ii) effectuate the agreed-Along Disposition Transactionupon allocation and distribution of the aggregate consideration upon the Approved Sale. (c) In connection with an Approved Sale, the Members shall each be allocated an amount of economic consideration in respect of such Member’s Shares that such Member would receive if the aggregate economic consideration payable in such Approved Sale were distributed pursuant to Section 5.3 hereof. (d) Each If a Member fails or refuses to sell his, her or its Shares as required by the terms of this Section 7.1, the Approving Members are hereby appointed by such Member as attorney-in-fact to sell such Member’s Shares (including the power to effectuate such sale, including making such customary representations, warranties, indemnities, covenants, conditions, escrow agreements and other customary provisions and agreements relating to such sale and effectuate the agreed-upon allocation and distribution of the Selling Shareholders and the Bring-Along Buyer shall have the rightaggregate consideration received), all in their sole discretion, at all times prior to consummation of the proposed Transfer giving rise to the Bring-Along Right, to abandon or otherwise terminate such Transfer, and neither the Selling Shareholders nor the Bring-Along Buyer shall have any liability or obligation to the Participant accordance with respect thereto by virtue of any such abandonment or terminationthis Section 7.1.

Bring-Along Rights. (a) Except pursuant to, or following the consummation of, an IPO, if any shareholder Shareholder or group of shareholders of the Company Shareholders holding more than the Designated Percentage of the issued and outstanding Shares of the Company (the “Selling Shareholders”) intend to effect a Transfer of all of such Selling Shareholders’ Shares to any a Person that is not a Permitted Transferee (a “Bring-Along Buyer”), the Selling Shareholders shall have the right (the “Bring-Along Right”) to require the Participant each other Shareholder (in such capacitycollectively, the “Bring-Along ShareholderShareholders”) to Transfer all of the Shares owned by the Participant each such Bring-Along Shareholder to the Bring-Along Buyer (a “Bring-Along Disposition Transaction”). If the Selling Shareholders elect to exercise their Bring-Along Right, the Selling Shareholders shall deliver written notice (a “Bring-Along Notice”) to the ParticipantCompany and the Bring-Along Shareholders, which notice shall state (i) that the Selling Shareholders wish to exercise their Bring-Along Right with respect to such Transfer, (ii) the name and address of the Bring-Along Buyer, (iii) the amount and form of consideration the Selling Shareholders propose to receive for their Shares (and if such consideration consists in part or in whole of property other than cash, the Selling Shareholders will provide such information, to the extent reasonably available to such Selling Shareholders, relating to such non-cash consideration as each Bring-Along Shareholder may reasonably request in order to evaluate such non-cash consideration), (iv) the terms and conditions of payment of such consideration and all other material terms and conditions of such Transfer and (v) the anticipated time and place of the closing of such Transfer (a “Bring-Along Transaction Closing”). If such Bring-Along Transaction Closing does not occur prior to the expiration of the later of (x) 75 days following the delivery of such Bring-Along Notice, which 75 day period shall be extended until all necessary consents from applicable Governmental Authorities to the proposed sale have been received (but in no event more than 90 days after the expiration of such 75 day period) and (y) the date which is 15 days following the final determination of the Bring-Along Contingent Acquisition Price Adjustment pursuant to Section 2.4(f) of the Primary Shareholders Agreement), the Participant Bring-Along Shareholders shall be released from its their obligations under this Section 2.3 2.4 with respect to such Bring-Along Notice. The Selling Shareholders shall also furnish to the Participant Bring-Along Shareholders copies of all transaction documents relating to the Bring-Along Disposition promptly as the same become available and such additional information in the Selling Shareholders’ possession relating to the Bring-Along Disposition Transaction as the Participant such Bring-Along Shareholders may reasonably request. (b) In connection with any Bring-Along Disposition Transaction, the Participant each Bring-Along Shareholder shall be required to Transfer all of the Shares owned by the Participant each such Bring-Along Shareholder to the Bring-Along Buyer. The ParticipantEach Bring-Along Shareholder, unless the Participant such Bring-Along Shareholder agrees otherwise, shall receive as consideration upon such sale or disposition for its Shares the same type of consideration and the same amount of consideration per share and on the same terms and conditions as are applicable to the Shares to be sold by the Selling Shareholders. The Participant Each Bring-Along Shareholder shall agree to the same covenants, representations and warranties as the Selling Shareholders agree to in connection with the proposed sale; provided, however, that the Participant Bring-Along Shareholders shall not be required to (i) agree to non-compete and non-solicitation provisions or (ii) make representations and warranties as to any other shareholder of the CompanyShareholder. In addition, to the extent requested by the Each Bring-Along Buyer, the Participant shall, on or prior to the Bring-Along Transaction Closing, deliver to the Bring-Along Buyer a consent of the Participant’s spouse, if any, in form and substance reasonably satisfactory to the Bring-Along Buyer, to the Transfer of the Shares pursuant to the Bring-Along Disposition Transaction. The Participant Shareholder shall bear its pro rata share of the fees and expenses incurred by the Selling Shareholders in the Bring-Along Disposition Transaction based on the total number of Shares to be sold in the Bring-Along Disposition Transaction. To the extent the Participant any Bring-Along Shareholder is required to provide indemnification in connection with the Bring-Along Disposition Transaction, the monetary indemnification obligations of the Participant such Bring-Along Shareholder shall be several and not joint and no less favorable to the Participant such Bring-Along Shareholder than that resulting from pro rata indemnification among all shareholders of the Company which sell Shares in the Bring-Along Disposition Transaction Shareholders and the Selling Shareholders based on the total number of Shares to be sold in the Bring-Along Disposition Transaction and in any event shall not exceed the proceeds received by the Participant such Bring-Along Shareholder in such Bring-Along Disposition Transaction; provided, however, that the foregoing limitation shall not apply in respect of any representations, warranties or covenants that are personal in nature to the Participant such Bring-Along Shareholder (e.g., title to shares being transferred). (c) If any Bring-Along Disposition Transaction is structured as a merger, share exchange, consolidation or other sale of the Company, then the Participant each Bring-Along Shareholder shall consent to, vote in favor of or consent to and waive any dissenter rights, appraisal rights or other similar rights in connection with such Bring-Along Disposition Transaction. (d) Each of the Selling Shareholders and the Bring-Along Buyer shall have the right, in their sole discretion, at all times prior to consummation of the proposed Transfer giving rise to the Bring-Along Right, to abandon or otherwise terminate such Transfer, and neither the Selling Shareholders nor the Bring-Along Buyer shall have any liability or obligation to the Participant any Bring-Along Shareholder with respect thereto by virtue of any such abandonment or termination.