Common use of Come Along Clause in Contracts

Come Along. If any Stockholder proposes to transfer Voting Shares in a Co-Sale Transfer (the "Selling Stockholder"), it shall give notice of such proposed sale (the "Sale Notice") to the Company and the other Stockholders (the "Other Stockholders"), which notice shall set forth at least the name and address of the proposed transferee (the "Buyer") and the price and terms of such proposed sale. Any of the Other Stockholders shall then be entitled to give, within 20 days after the giving of such Sale Notice, a counter-notice to the Company, the Selling Stockholder, and to the Buyer at the address specified in the Sale Notice, that it elects to have the Buyer choose to purchase the number of Voting Shares owned by such Other Stockholder (and the Voting Shares of his, her or its Related Transferees, if any) equal to (i) the number of Voting Shares held by such Other Stockholder and his, her or its Related Transferees, if any, multiplied by (ii) a fraction, the numerator of which is the number of Voting Shares proposed to be acquired by the Buyer from the Selling Stockholder and the denominator of which is the total number of Voting Shares held by the Selling Stockholder (before giving effect to the proposed sale to the Buyer), at the same price and upon the same terms and conditions as contained in the Sale Notice. In the event any Other Stockholder makes the aforesaid election, the Buyer shall purchase and such Other Stockholder (and his, her or its Related Transferees, if any) shall sell such number of Voting Shares owned (or deemed owned) by them at the same price and upon the same terms and conditions as contained in the Sale Notice; provided, that if the Buyer is not willing to purchase the total number of Voting Shares held by the Selling Stockholder and the Other Stockholders who have elected to participate in such sale, the Buyer shall purchase that number of Voting Shares that it wishes to purchase (but not less than the number set forth in the Sale Notice), and the Selling Stockholder and the Other Stockholders shall each sell that number of Voting Shares to the Buyer equal to the product of (x) the aggregate number of Voting Shares to be purchased by the Buyer and (y) a fraction, the numerator of which is the number of Voting Shares then owned by such Stockholder, and the denominator of which is the aggregate number of Voting Shares owned by the Selling Stockholder and the Other Stockholders who have elected to participate in such sale.

Come Along. If OBLIGATION. (a) Each Shareholder shall, if requested by Holdings at any Stockholder proposes time, transfer for value a pro rata portion of such Shareholder's shares of capital stock to transfer Voting Shares in a Co-Sale Transfer any other person (the "Selling StockholderProposed Buyer")) in the manner set forth in this Section 4 in connection with the transfer by Holdings of any of its shares of capital stock. (b) If Holdings elects to exercise its rights under this Section 4, it shall give deliver a notice of such proposed sale (the "Sale Come Along Notice") to the Company and the other Stockholders (the "Other Stockholders"), which notice Shareholders. The Come Along Notice shall set forth at least the principal terms of the proposed transfer insofar as it relates to the Common Stock or Class B Stock, as the case may be, including the number of shares of capital stock to be transferred, the transfer price, the form of consideration, the name and address of the proposed transferee and the other principal terms of the proposed transaction (the "BuyerCome Along Sale"). (c) Each Shareholder shall be bound and obligated to transfer his or its Class B Shares in the Come Along Sale on the same terms and conditions, including price per share (on a proportional basis), as Holdings transfers its capital stock (including an agreement containing customary representations, warranties and terms of such proposed sale. Any indemnities with respect to their ownership of the Other Stockholders shares), provided, however, that if the purchaser is an Affiliate, then the terms and conditions, including price, shall then be entitled at least as favorable as could be obtained in an arms'-length transaction with an unaffiliated third party. The amount of capital stock to give, within 20 days after the giving of such Sale Notice, be transferred by a counter-notice Shareholder shall be determined on a pro rata basis according to the Company, the Selling Stockholder, and to the Buyer at the address specified in the Sale Notice, that it elects to have the Buyer choose to purchase proportion which the number of Voting Shares owned by shares which Holdings intends to transfer in such Other Stockholder (and the Voting Shares of his, her or its Related Transferees, if any) equal Come Along Sale bears to (i) the number of Voting Shares held by such Other Stockholder and his, her or its Related Transferees, if any, multiplied by (ii) a fraction, the numerator of which is the number of Voting Shares proposed to be acquired by the Buyer from the Selling Stockholder and the denominator of which is the total number of Voting Shares shares held by such Shareholder. Each Shareholder shall also take such actions and execute such documents and instruments as shall be necessary or desirable in order to consummate the Selling Stockholder (before giving effect to the proposed sale to the Buyer), at the same price Come Along Sale expeditiously and upon on the same terms as Holdings transfers its Capital Stock. On or before the date selected by Holdings for consummation of the proposed Come Along Sale, each Shareholder shall instruct the custodian to deliver the shares of capital stock to be transferred by such Shareholder, duly endorsed for transfer with signature guaranteed, free and conditions as contained in clear of any claims, with any stock transfer tax stamps affixed, against delivery of the Sale Notice. In applicable purchase price. (d) If more than 120 days elapse from the event any Other Stockholder makes giving of the aforesaid electionCome Along Notice without the consummation of the Come Along Sale, the Buyer Shareholders shall purchase be released from their obligation under such Come Along Notice, and such Other Stockholder (and his, her or its Related Transferees, if any) it shall sell such number of Voting Shares owned (or deemed owned) by them at the same price and upon the same terms and conditions as contained in the Sale Notice; provided, that if the Buyer is not willing be necessary for a separate Come Along Notice to purchase the total number of Voting Shares held by the Selling Stockholder and the Other Stockholders who have elected to participate in such sale, the Buyer shall purchase that number of Voting Shares that it wishes to purchase (but not less than the number set forth in the Sale Notice)be furnished, and the Selling Stockholder terms and the Other Stockholders shall each sell that number provisions of Voting Shares this Section 4 separately complied with, in order to the Buyer equal consummate a Come Along Sale pursuant to the product of (x) the aggregate number of Voting Shares to be purchased by the Buyer and (y) a fraction, the numerator of which is the number of Voting Shares then owned by such Stockholder, and the denominator of which is the aggregate number of Voting Shares owned by the Selling Stockholder and the Other Stockholders who have elected to participate in such salethis Section 4.

Come Along. If any No Stockholder proposes may Transfer Shares to transfer Voting a Third Party who is not a Permitted Transferee without complying with the terms and conditions set forth in this Section 2.5. (a) Any Stockholder or group of Stockholders when desiring to Transfer Shares in a Co-Sale Transfer (the "Selling Stockholder"), it “Transferor”) shall give not less than fifteen (15) days prior written notice of such proposed sale intended Transfer to each other Stockholder and the Company. Such notice (the "Sale “Participation Notice"”) to the Company and the other Stockholders (the "Other Stockholders"), which notice shall set forth at least the name terms and address of the proposed transferee (the "Buyer") and the price and terms conditions of such proposed sale. Any Transfer, including the name of the Other Stockholders shall then prospective transferee, the number of Shares proposed to be entitled to givetransferred (the “Participation Securities”) by the Transferor, within 20 days after the giving percentage of the total number of shares of Common Stock held by the Transferor that the Participation Securities constitutes of such Sale Noticeclass (the “Come Along Percentage”), a counter-notice the purchase price per share of Common Stock proposed to be paid therefor, the payment terms and type of transfer to be effectuated and the proposed time and place of closing. Within fifteen (15) days following the delivery of the Participation Notice by the Transferor to each other Stockholder and to the Company, each other Stockholder desiring to participate in such proposed Transfer (each, a “Participating Offeree”) shall, by notice in writing to the Selling Stockholder, Transferor and to the Buyer at the address specified in the Sale NoticeCompany, that it elects to have the Buyer choose opportunity and right to purchase the number of Voting Shares owned by such Other Stockholder (and the Voting Shares of his, her or its Related Transferees, if any) equal to (i) the number of Voting Shares held by such Other Stockholder and his, her or its Related Transferees, if any, multiplied by (ii) a fraction, the numerator of which is the number of Voting Shares proposed to be acquired by the Buyer from the Selling Stockholder and the denominator of which is the total number of Voting Shares held by the Selling Stockholder (before giving effect sell to the purchasers in such proposed sale to the Buyer), at the same price and Transfer (upon the same terms and conditions as contained the Transferor) up to that number of shares of Common Stock, as the case may be, subject to the last sentence of Section 2.5(c) below, as shall equal the product of (i) the Come Along Percentage for the Common Stock, as the case may be, and (ii) the number of shares of Common Stock which will be owned by such Participating Offeree as of the proposed date of closing set forth in the Sale NoticeParticipation Notice without giving effect to the transfer contemplated hereby; provided, however, that for purposes of determining whether Options owned by a Management Stockholder will be vested (in the case of Time Options) or vested and earned (in the case of Performance Options), such determination will be made after giving effect to the transfer contemplated hereby and the Board, in its reasonable judgment, within five (5) business days after the Participation Notice is delivered to the Company, will make a Board Participation Determination for each Management Stockholder and notify such Management Stockholder of such Board Participation Determination. No Management Stockholder may participate in the proposed Transfer with respect to any Options which may vest in the case of Time Options or vest and be earned in the case of Performance Options upon consummation of the Transfer in excess of the Board Participation Determination and notwithstanding the Board Participation Determination, no Management Stockholder may sell or transfer in the proposed Transfer any unvested Time Options or any unvested or unearned Performance Options if such options do not become vested (in the case of Time Options) or vested and earned (in the case of Performance Options) upon consummation of the proposed Transfer. The Transferor shall attempt to obtain inclusion in the proposed Transfer of the entire number of Shares which the Transferor and the Participating Offerees desire to have included in the proposed Transfer. In the event any Other Stockholder makes the aforesaid electionTransferor shall be unable to obtain the inclusion of such entire number of shares of Common Stock in the proposed Transfer, the Buyer number of shares of Common Stock to be sold in the Proposed Transfer by each Participating Offeree and the Transferor shall purchase be determined in accordance with Section 2.5(c) below. The terms and such Other Stockholder (and his, her or its Related Transferees, if anyconditions of any sale pursuant to this Section 2.5(a) shall sell such number of Voting Shares owned (or deemed owned) by them at be the same price as set forth in the Participation Notice, except as is provided in Section 2.5(c) below and upon except that the actual date of the closing of any proposed Transfer may change. (b) At the closing of any proposed Transfer in respect of which a Participation Notice has been delivered, the Transferor, together with all Participating Offerees, shall deliver to the proposed transferee certificates evidencing the Shares to be sold thereto duly endorsed with stock powers and shall receive in exchange therefor the consideration to be paid or delivered by the proposed transferee in respect of such Shares as described in the Participation Notice. (c) The acceptance of each Participating Offeree shall be irrevocable except as hereinafter provided, and each such Participating Offeree shall be bound and obligated to sell, on the same terms and conditions as contained specified in the Sale NoticeParticipation Notice as the Transferor (subject to all of the provisions of this Agreement), such number of Shares as specified in such Participating Offeree’s written commitment; provided, however, that in the case of Performance Options, Time Options and Rollover Options (for which the exercise price is less than the price per share of Common Stock being paid in the Transfer), the holders of such securities shall have the opportunity to either (i) exercise such Performance Options, Time Options and Rollover Options (if then exercisable) and participate in such sale as holders of Common Stock issuable upon such exercise or conversion, or (ii) upon the Buyer is not willing consummation of the sale, receive in exchange for such Options the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the other Stockholders less the exercise price per share of such Performance Option, Time Option and Rollover Option by (2) the number of shares of Common Stock of such class represented by such Performance Option, Time Option or Rollover Option. In the event the Transferor shall be unable to purchase obtain the inclusion in the sale of all Shares which the Transferor and each Participating Offeree desires to have included in the sale, the number of Shares to be sold in the sale by the Transferor and each Participating Offeree shall be reduced on a pro rata basis according to the proportion which the number of Shares which each such party desires to have included in the sale bears to the total number of Voting Shares held desired by the Selling Stockholder and the Other Stockholders who all such parties to have elected to participate in such sale, the Buyer shall purchase that number of Voting Shares that it wishes to purchase (but not less than the number set forth included in the Sale Notice)sale. (d) The provisions of this Section 2.5 shall not in any way limit or affect the restrictions placed on the Stockholders by Section 2.1 and shall not apply to (i) any Transfer to the Company or other Stockholders pursuant to Section 2.1, (ii) any Transfer pursuant to Section 2.2, (iii) any Transfer pursuant to Section 2.3, (iv) any Transfer pursuant to Section 2.4 or (v) any Permitted Transfer. (e) In the event the consideration to be paid in exchange for shares of Common Stock in a Transfer proposed pursuant to this Section 2.5 includes any securities, and the Selling receipt thereof by a Stockholder and would require under applicable law (a) the Other Stockholders registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (b) the provision to any Stockholder of any information regarding the Company, such securities or the issuer thereof, such Stockholder shall each sell that number not have the right to transfer shares of Voting Shares Common Stock in such proposed Transfer. In such event, the Tranferors shall have the right, but not the obligation, to cause to be paid to such Stockholder in lieu thereof, against surrender of the Buyer shares of Common Stock which would have otherwise been transferred by such Stockholder in the proposed Transfer, an amount in cash equal to the product Fair Market Value of (x) such shares of Common Stock as of the aggregate number date such securities would have been issued in exchange for such shares of Voting Shares to be purchased by the Buyer and (y) a fraction, the numerator of which is the number of Voting Shares then owned by such Stockholder, and the denominator of which is the aggregate number of Voting Shares owned by the Selling Stockholder and the Other Stockholders who have elected to participate in such saleCommon Stock.

Come Along. If Except as provided in Section 4.3(c) and except with respect to shares of Common Stock (or any Stockholder proposes other shares of common stock of the Company into which the Common Stock may be converted) sold pursuant to transfer Voting Shares an Initial Public Offering, Parent shall not Transfer in one transaction or a Co-Sale series of related transactions, shares of Common Stock constituting more than 50% of the aggregate number of all shares of Common Stock then outstanding in either case, to a Person other than the Company, the Grantees or any Affiliate of Parent (any such Transfer, a "Transfer (the "Selling StockholderEvent"), it without complying with the following terms and conditions: (a) Parent shall give notice of the intended Transfer to the Grantees, and such proposed sale notice (the "Sale Participation Notice") shall be accompanied by a true and correct copy of the terms of the proposed Transfer (which shall identify the proposed transferee, the shares of Common Stock to be offered, the Company price offered for such shares of Common Stock and the other Stockholders (the "Other Stockholders"), which notice shall set forth at least the name and address terms of the proposed transferee (Transfer). Within 10 days following the "Buyer") and the price and terms of such proposed sale. Any delivery of the Other Stockholders shall then be entitled to give, within 20 days after the giving of such Sale Notice, a counter-notice Participation Notice by Parent to the CompanyGrantees, the Selling StockholderSenior Officer may, and by notice in writing to Parent, elect to participate in such sale by selling 100% of the Buyer at the address specified in the Sale NoticeSenior Officer's vested Shares, provided that it elects to have the Buyer choose to purchase the number of Voting Shares owned by such Other Stockholder (and the Voting Shares of his, her or its Related Transferees, if any) equal to (i) the number of Voting Shares held by such Other Stockholder and his, her or its Related Transferees, if any, multiplied by (ii) a fraction, the numerator of which is the number of Voting Shares proposed Senior Officer agrees to be acquired bound by the Buyer from the Selling Stockholder and the denominator all of which is the total number of Voting Shares held by the Selling Stockholder (before giving effect to the proposed sale to the Buyer), at the same price and upon the same terms and conditions as contained to which Parent is bound pursuant to the Proposed Transfer (including the execution of related documents and agreements). Upon the election by the Senior Officer to participate in the Sale Notice. In the event any Other Stockholder makes the aforesaid electionsale, the Buyer all Grantees shall purchase and such Other Stockholder (and his, her or its Related Transferees, if any) shall sell such number of Voting Shares owned (or be deemed owned) by them at the same price and upon the same terms and conditions as contained in the Sale Notice; provided, that if the Buyer is not willing to purchase the total number of Voting Shares held by the Selling Stockholder and the Other Stockholders who have elected to participate in such sale, the Buyer sale by selling 100% of their vested Shares and shall purchase that number of Voting Shares that it wishes to purchase (but not less than the number set forth be bound in the Sale Notice), and same manner as the Selling Stockholder and the Other Stockholders shall each sell that number of Voting Shares Senior Officer is bound pursuant to the Buyer equal immediately preceding sentence. (b) At the closing of any proposed Transfer in respect of which a Participation Notice has been delivered, Parent, together with the Grantees electing to sell Shares, shall deliver to the product proposed transferee certificates evidencing the shares of (x) the aggregate number of Voting Shares Common Stock to be purchased sold thereto together with duly executed forms of assignment sufficient to transfer title thereto to such transferee and shall receive in exchange therefor the consideration to be paid or delivered by the Buyer and proposed transferee in respect of such shares of Common Stock as described in the Participation Notice. (yc) a fraction, the numerator The provisions of which is the number of Voting Shares then owned by such Stockholder, and the denominator of which is the aggregate number of Voting Shares owned by the Selling Stockholder and the Other Stockholders who have elected this Section 4.3 shall not apply to participate in such saleany Transfer pursuant to Section 4.2.

Come Along. If OBLIGATION. (a) Each Shareholder shall, if requested by Granaria Holdings at any Stockholder proposes time, transfer for value a pro rata portion of such Shareholder's shares of capital stock to transfer Voting Shares in a Co-Sale Transfer any other person (the "Selling StockholderProposed Buyer")) in the manner set forth in this Section 2 in connection with the transfer by Granaria Holdings of any of its shares of capital stock of the Issuer. (b) If Granaria Holdings elects to exercise its rights under this Section 2, it shall give deliver a notice of such proposed sale (the "Sale Come Along Notice") to the Company and the other Stockholders (the "Other Stockholders"), which notice Shareholders. The Come Along Notice shall set forth at least the principal terms of the proposed transfer insofar as it relates to the Restricted Stock, including the number of shares of capital stock to be transferred, the transfer price, the form of consideration, the name and address of the proposed transferee and the other principal terms of the proposed transaction (the "BuyerCome Along Sale"). (c) Each Shareholder shall be bound and the price and terms of such proposed sale. Any of the Other Stockholders shall then be entitled obligated to give, within 20 days after the giving of such Sale Notice, a counter-notice to the Company, the Selling Stockholder, and to the Buyer at the address specified in the Sale Notice, that it elects to have the Buyer choose to purchase the number of Voting Shares owned by such Other Stockholder (and the Voting Shares of transfer his, her or its Related TransfereesRestricted Stock in the Come Along Sale on the same terms and conditions, including price per share (on a proportional basis), as Granaria Holdings transfers its capital stock (including an agreement containing customary representations, warranties and indemnities with respect to their ownership of the shares), provided, however, that if any) equal the purchaser is an Affiliate, then the terms and conditions, including price, shall be at least as favorable as could be obtained in an arms'-length transaction with an unaffiliated third party. The amount of capital stock to (i) be transferred by a Shareholder shall be determined on a pro rata basis according to the proportion which the number of Voting Shares held by shares which Granaria Holdings intends to transfer in such Other Stockholder and his, her or its Related Transferees, if any, multiplied by (ii) a fraction, the numerator of which is the number of Voting Shares proposed Come Along Sale bears to be acquired by the Buyer from the Selling Stockholder and the denominator of which is the total number of Voting Shares shares held by such Shareholder. Each Shareholder shall also take such actions and execute such documents and instruments as shall be necessary or desirable in order to consummate the Selling Stockholder (before giving effect to the proposed sale to the Buyer), at the same price Come Along Sale expeditiously and upon on the same terms as Granaria Holdings transfers its capital stock. On or before the date selected by Granaria Holdings for consummation of the proposed Come Along Sale, each Shareholder shall instruct the custodian to deliver the shares of capital stock to be transferred by such Shareholder, duly endorsed for transfer with signature guaranteed, free and conditions as contained in clear of any claims, with any stock transfer tax stamps affixed, against delivery of the Sale Notice. In applicable purchase price. (d) If more than 120 days elapse from the event any Other Stockholder makes giving of the aforesaid electionCome Along Notice without the consummation of the Come Along Sale, the Buyer Shareholders shall purchase be released from their obligation under such Come Along Notice, and such Other Stockholder (and his, her or its Related Transferees, if any) it shall sell such number of Voting Shares owned (or deemed owned) by them at the same price and upon the same terms and conditions as contained in the Sale Notice; provided, that if the Buyer is not willing be necessary for a separate Come Along Notice to purchase the total number of Voting Shares held by the Selling Stockholder and the Other Stockholders who have elected to participate in such sale, the Buyer shall purchase that number of Voting Shares that it wishes to purchase (but not less than the number set forth in the Sale Notice)be furnished, and the Selling Stockholder terms and the Other Stockholders shall each sell that number provisions of Voting Shares this Section 2 separately complied with, in order to the Buyer equal consummate a Come Along Sale pursuant to the product of (x) the aggregate number of Voting Shares to be purchased by the Buyer and (y) a fraction, the numerator of which is the number of Voting Shares then owned by such Stockholder, and the denominator of which is the aggregate number of Voting Shares owned by the Selling Stockholder and the Other Stockholders who have elected to participate in such salethis Section 2.

Come Along. If any Stockholder proposes Except as provided in Section 2.3(c) hereof, the Xxx Group Shareholders shall not Transfer Shares to transfer Voting a Third Party who is not a Permitted Transferee without complying with the terms and conditions set forth in Sections 2.3(a) and 2.3(b) below. (a) Any Xxx Group Shareholder, when desiring to Transfer Shares in a Co-Sale Transfer (the "Selling StockholderTransferor"), it shall give not less than seven (7) days prior written notice of such proposed sale intended Transfer to each other Shareholder and to the Company. Such notice (the "Sale Participation Notice") shall set forth the terms and conditions of such proposed Transfer, including the name of the prospective transferee, the number of Shares proposed to the Company and the other Stockholders be transferred (the "Other StockholdersParticipation Securities")) by the Transferor, which notice shall set forth at least the name purchase price per Share proposed to be paid therefor and address the payment terms and type of transfer to be effectuated. Within five (5) days following the delivery of the proposed transferee (Participation Notice by the "Buyer") Transferor to each other Shareholder and the price and terms of such proposed sale. Any of the Other Stockholders shall then be entitled to give, within 20 days after the giving of such Sale Notice, a counter-notice to the Company, each Shareholder desiring to participate in such proposed Transfer (each, a "Participating Offeree") shall, by notice in writing to the Selling Stockholder, Transferor and to the Buyer at the address specified in the Sale NoticeCompany, that it elects to have the Buyer choose opportunity and right to purchase sell to the purchasers in such proposed Transfer (upon the same terms and conditions as the Transferor) up to that number of Voting Shares owned by such Other Stockholder (and Participating Offeree as shall equal the Voting Shares product of his, her or its Related Transferees, if any) equal to (i) the number of Voting Shares held by such Other Stockholder and his, her or its Related Transferees, if any, multiplied by (ii) a fraction, the numerator of which is the number of Voting Shares proposed to be acquired by the Buyer from the Selling Stockholder and the denominator of which is the total number of Voting Shares held by the Selling Stockholder (before giving effect to the proposed sale to the Buyer), at the same price and upon the same terms and conditions as contained in the Sale Notice. In the event any Other Stockholder makes the aforesaid election, the Buyer shall purchase and such Other Stockholder (and his, her or its Related Transferees, if any) shall sell such number of Voting Shares owned (or deemed owned) by them at the same price and upon the same terms and conditions as contained in the Sale Notice; provided, that if the Buyer is not willing to purchase the total number of Voting Shares held by the Selling Stockholder and the Other Stockholders who have elected to participate in such sale, the Buyer shall purchase that number of Voting Shares that it wishes to purchase (but not less than the number set forth in the Sale Notice), and the Selling Stockholder and the Other Stockholders shall each sell that number of Voting Shares to the Buyer equal to the product of (x) the aggregate number of Voting Shares to be purchased by the Buyer and (y) a fraction, the numerator of which is the number of Voting Shares then owned by such Stockholder, Participating Offeree as of the date of such proposed Transfer and the denominator of which is the aggregate number of Voting Shares actually owned as of the date of such Participation Notice by the Selling Stockholder Transferor and by all Participating Offerees, multiplied by (ii) the Other Stockholders who have elected number of Participation Securities. The amount of Participation Securities to participate be sold by the Transferor shall be reduced to the extent necessary to provide for such sales of Shares by Participating Offerees. (b) At the closing of any proposed Transfer in respect of which a Participation Notice has been delivered, the Transferor, together with all Participating Offerees, shall deliver to the proposed transferee certificates evidencing the Shares to be sold thereto duly endorsed with stock powers and shall receive in exchange therefor the consideration to be paid or delivered by the proposed transferee in respect of such saleShares as described in the Participation Notice. (c) The provisions of this Section 2.3 shall not apply to (i) any Permitted Transfer, (ii) any Transfer pursuant to or following a Public Offering or (iii) any Transfer pursuant to Section 2.2 or 2.4. (d) The provisions of this Section 2.3 shall be construed in accordance with Section 14(e) of the Warrant Agreement dated as of the date hereof among the Company, RC Funding, Inc. and Bank of America National Trust and Savings Association (the "Warrant Agreement").

Come Along. If Except as provided in Section 2.3(c) hereof, no JWC Group Stockholder shall Transfer (in one or a series of transactions within any Stockholder proposes 24-month period) Shares representing more than ten per- cent (10%) of the outstanding Shares (calculated on a fully diluted basis) to transfer Voting a Third Party who is not a Permitted Transferee without complying with the terms and conditions set forth in Sections 2.3(a) and 2.3(b) below. (a) Any JWC Group Stockholder, when desiring to Transfer such Shares in a Co-Sale Transfer (the "Selling StockholderTransferor"), it shall give not less than ten (10) days prior written notice of such proposed sale intended Transfer to each other Stockholder and to the Company. Such notice (the "Sale Participation Notice") shall set forth the terms and conditions of such proposed Transfer, including the name of the prospective transferee, the number of Shares proposed to the Company and the other Stockholders be transferred (the "Other StockholdersParticipation Securities")) by the Transferor, which notice shall set forth at least the name purchase price per Share proposed to be paid therefor and address the payment terms and type of transfer to be effectuated. Within ten (10) days following the delivery of the proposed transferee (Participation Notice by the "Buyer") Transferor to each other Stockholder and the price and terms of such proposed sale. Any of the Other Stockholders shall then be entitled to give, within 20 days after the giving of such Sale Notice, a counter-notice to the Company, each Stockholder desiring to participate in such proposed Transfer (each, a "Participating Offeree") shall, by notice in writing to the Selling Stockholder, Transferor and to the Buyer at Company, have the address specified opportunity and right to sell to the purchasers in such proposed Transfer (upon substantially the same terms and conditions as the Transferor provided that if the Transferor is Transferring Preferred Stock and if the financial condition and prospects of the Company are such that, in the Sale Noticegood faith determination of the proposed transferee, the liquidation preference of the Preferred Stock has value to the proposed transferee, the purchase price per Share of Common Stock may be adjusted to take into account the value of the liquidation preference) up to that it elects to have the Buyer choose to purchase the number of Voting Shares owned by such Other Stockholder (and Participating Offeree as shall equal the Voting Shares product of his, her or its Related Transferees, if any) equal to (i) the number of Voting Shares held by such Other Stockholder and his, her or its Related Transferees, if any, multiplied by (ii) a fraction, the numerator of which is the number of Voting Shares proposed to be acquired by the Buyer from the Selling Stockholder and the denominator of which is the total number of Voting Shares held by the Selling Stockholder (before giving effect to the proposed sale to the Buyer), at the same price and upon the same terms and conditions as contained in the Sale Notice. In the event any Other Stockholder makes the aforesaid election, the Buyer shall purchase and such Other Stockholder (and his, her or its Related Transferees, if any) shall sell such number of Voting Shares owned (or deemed owned) by them at the same price and upon the same terms and conditions as contained in the Sale Notice; provided, that if the Buyer is not willing to purchase the total number of Voting Shares held by the Selling Stockholder and the Other Stockholders who have elected to participate in such sale, the Buyer shall purchase that number of Voting Shares that it wishes to purchase (but not less than the number set forth in the Sale Notice), and the Selling Stockholder and the Other Stockholders shall each sell that number of Voting Shares to the Buyer equal to the product of (x) the aggregate number of Voting Shares to be purchased by the Buyer and (y) a fraction, the numerator of which is the number of Voting Shares then owned by such Stockholder, Participating Offeree as of the date of such proposed Transfer and the denominator of which is the aggregate number of Voting Shares actually owned as of the date of such Participation Notice by the Selling Stockholder Transferor and by all Participating Offerees, multiplied by (ii) the Other Stockholders who have elected number of Participation Securities. The amount of Participation Securities to participate be sold by the Transferor shall be reduced to the extent necessary to provide for such sales of Shares by Participating Offerees. (b) At the closing of any proposed Transfer in respect of which a Participation Notice has been delivered, the Transferor, together with all Participating Offerees, shall deliver to the proposed transferee certificates evidencing the Shares to be sold thereto (duly endorsed or with duly executed stock powers) and shall receive in exchange therefor the consideration to be paid or delivered by the proposed transferee in respect of such saleShares as described in the Participation Notice. (c) The provisions of this Section 2.3 shall not apply to (i) any Permitted Transfer, (ii) any Transfer pursuant to or following a Public Offering or (iii) any Transfer pursuant to Section 2.4.

Come Along. If any No Stockholder proposes may Transfer Shares to transfer Voting a Third Party who is not a Permitted Transferee without complying with the terms and conditions set forth in this Section 2.4. (a) Any Stockholder or group of Stockholders when desiring to Transfer Shares in a Co-Sale Transfer (the "Selling StockholderTransferor") shall give not less than fifteen (15) days prior written notice of such intended Transfer to each other Stockholder and the Company. Such notice (the "Participation Notice") shall set forth the terms and conditions of such proposed Transfer, including the name of the prospective transferee, the number of Shares proposed to be transferred (the "Participation Securities") by the Transferor, the percentage of the total number of shares of Common Stock held by the Transferor that the Participation Securities constitutes of such class (the "Come Along Percentage"), it shall give notice the purchase price per share of such Common Stock proposed sale (to be paid therefor, the "Sale Notice") payment terms and type of transfer to the Company be effectuated and the other Stockholders proposed time and place of closing. Within fifteen (15) days following the "Other Stockholders"), which notice shall set forth at least the name and address delivery of the proposed transferee (Participation Notice by the "Buyer") Transferor to each other Stockholder and the price and terms of such proposed sale. Any of the Other Stockholders shall then be entitled to give, within 20 days after the giving of such Sale Notice, a counter-notice to the Company, each other Stockholder desiring to participate in such proposed Transfer (each, a "Participating Offeree") shall, by notice in writing to the Selling Stockholder, Transferor and to the Buyer at the address specified in the Sale NoticeCompany, that it elects to have the Buyer choose opportunity and right to purchase the number of Voting Shares owned by such Other Stockholder (and the Voting Shares of his, her or its Related Transferees, if any) equal to (i) the number of Voting Shares held by such Other Stockholder and his, her or its Related Transferees, if any, multiplied by (ii) a fraction, the numerator of which is the number of Voting Shares proposed to be acquired by the Buyer from the Selling Stockholder and the denominator of which is the total number of Voting Shares held by the Selling Stockholder (before giving effect sell to the purchasers in such proposed sale to the Buyer), at the same price and Transfer (upon the same terms and conditions as contained the Transferor) up to that number of shares of Common Stock, as the case may be, subject to the last sentence of Section 2.4(c) below, as shall equal the product of (i) the Come Along Percentage for the Common Stock, as the case may be, and (ii) the number of shares of Common Stock which will be owned by such Participating Offeree as of the proposed date of closing set forth in the Sale NoticeParticipation Notice without giving effect to the transfer contemplated hereby; PROVIDED, HOWEVER, that for purposes of determining whether Options owned by a Management Stockholder will be vested, such determination will be made after giving effect to the transfer contemplated hereby and the Board, in its reasonable judgment, within five (5) business days after the Participation Notice is delivered to the Company, will make a Board Participation Determination for each Management Stockholder and notify such Management Stockholder of such Board Participation Determination. No Management Stockholder may participate in the proposed Transfer with respect to any Options which may vest upon consummation of the Transfer in excess of the Board Participation Determination and notwithstanding the Board Participation Determination, no Management Stockholder may sell or transfer in the proposed Transfer any unvested Time Options or any unvested Performance Options if such options do not become vested upon consummation of the proposed Transfer. The Transferor shall attempt to obtain inclusion in the proposed Transfer of the entire number of Shares which the Transferor and the Participating Offerees desire to have included in the proposed Transfer. In the event any Other Stockholder makes the aforesaid electionTransferor shall be unable to obtain the inclusion of such entire number of shares of Common Stock in the proposed Transfer, the Buyer number of shares of Common Stock to be sold in the Proposed Transfer by each Participating Offeree and the Transferor shall purchase be determined in accordance with Section 2.4(c) below. The terms and such Other Stockholder (and his, her or its Related Transferees, if anyconditions of any sale pursuant to this Section 2.4(a) shall sell such number of Voting Shares owned (or deemed owned) by them at be the same price as set forth in the Participation Notice, except as is provided in Section 2.4(c) below and upon except that the actual date of the closing of any proposed Transfer may change. (b) At the closing of any proposed Transfer in respect of which a Participation Notice has been delivered, the Transferor, together with all Participating Offerees, shall deliver to the proposed transferee certificates evidencing the Shares to be sold thereto duly endorsed with stock powers and shall receive in exchange therefor the consideration to be paid or delivered by the proposed transferee in respect of such Shares as described in the Participation Notice. (c) The acceptance of each Participating Offeree shall be irrevocable except as hereinafter provided, and each such Participating Offeree shall be bound and obligated to sell, on the same terms and conditions as contained specified in the Sale NoticeParticipation Notice as the Transferor (subject to all of the provisions of this Agreement), such number of Shares as specified in such Participating Offeree's written commitment; providedPROVIDED, HOWEVER, that in the case of Performance Options, Time Options and Rollover Options (for which the exercise price is less than the price per share of Common Stock being paid in the Transfer), the holders of such securities shall have the opportunity to either (i) exercise such Performance Options, Time Options and Rollover Options (if then exercisable) and participate in such sale as holders of Common Stock issuable upon such exercise or conversion, or (ii) upon the Buyer is not willing consummation of the sale, receive in exchange for such Options the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the other Stockholders less the exercise price per share of such Performance Option and Time Option by (2) the number of shares of Common Stock of such class represented by such Performance Option or Time Option. In the event the Transferor shall be unable to purchase obtain the inclusion in the sale of all Shares which the Transferor and each Participating Offeree desires to have included in the sale, the number of Shares to be sold in the sale by the Transferor and each Participating Offeree shall be reduced on a PRO RATA basis according to the proportion which the number of Shares which each such party desires to have included in the sale bears to the total number of Voting Shares held desired by the Selling Stockholder and the Other Stockholders who all such parties to have elected to participate in such sale, the Buyer shall purchase that number of Voting Shares that it wishes to purchase (but not less than the number set forth included in the Sale Notice), sale. (d) The provisions of this Section 2.4 shall not in any way limit or affect the restrictions placed on the Stockholders by Section 2.1 and the Selling Stockholder and the Other Stockholders shall each sell that number of Voting Shares not apply to (i) any Transfer to the Buyer equal Company or other Stockholders pursuant to the product of Section 2.1, (xii) the aggregate number of Voting Shares any Transfer pursuant to be purchased by the Buyer and Section 2.2, (yiii) a fraction, the numerator of which is the number of Voting Shares then owned by such Stockholder, and the denominator of which is the aggregate number of Voting Shares owned by the Selling Stockholder and the Other Stockholders who have elected any Transfer pursuant to participate in such saleSection 2.3 or (iv) any Permitted Transfer.

Come Along. If Except as provided in Section 2.4(c) hereof, no Stockholder shall Transfer the outstanding Shares of the Company to a Third Party who is not a Permitted Transferee without complying with the terms and conditions set forth in Section 2.4(a) and 2.4(b) below; provided, however, that this Section 2.4 shall not in any Stockholder proposes way limit or affect the restrictions of Section 2.1. (a) Any Stockholder, when desiring to transfer Voting Transfer Shares in a Co-Sale Transfer (the "Selling StockholderTransferor"), it shall give not less than fifteen (15) days prior written notice of such proposed sale intended Transfer to each other Stockholder and to the Company. Such notice (the "Sale Participation Notice") shall set forth the terms and conditions of such proposed Transfer, including the name of the prospective transferee, the number of Shares proposed to the Company and the other Stockholders be transferred (the "Other StockholdersParticipation Securities")) by the Transferor, which notice shall set forth at least the name purchase price per share proposed to be paid therefor and address the payment terms and type of transfer to be effectuated. Within ten (10) days following the delivery of the proposed transferee (Participation Notice by the "Buyer") Transferor to each other Stockholder and the price and terms of such proposed sale. Any of the Other Stockholders shall then be entitled to give, within 20 days after the giving of such Sale Notice, a counter-notice to the Company, each Stockholder desiring to participate in such proposed Transfer (each, a "Participating Offeree") shall, by notice in writing to the Selling Stockholder, Transferor and to the Buyer at the address specified in the Sale NoticeCompany, that it elects to have the Buyer choose opportunity and right to purchase sell to the purchasers in such proposed Transfer (upon the same terms and conditions as the Transferor) up to that number of Voting Shares Common Stock Equivalents owned by such Other Stockholder (and Participating Offeree as shall equal the Voting Shares product of his, her or its Related Transferees, if any) equal to (i) the number of Voting Shares held by such Other Stockholder and his, her or its Related Transferees, if any, multiplied by (ii) a fraction, the numerator of which is the number of Voting Shares Common Stock Equivalents owned by such Participating Offeree as of the date of such proposed to be acquired by the Buyer from the Selling Stockholder Transfer and the denominator of which is the total number of Voting Shares held Common Stock Equivalents actually owned as of the date of such Participation Notice by the Selling Stockholder Transferor and by all Participating Offerees multiplied by (before giving effect ii) the number of Participation Securities. The amount of Participation Securities to be sold by the Transferor shall be reduced to the extent necessary to provide for such sales of Shares by Participating Offerees. (b) At the closing of any proposed Transfer in respect of which a Participation Notice has been delivered, the Transferor, together with all Participating Offerees, shall deliver to the proposed sale to transferee certificates evidencing the Buyer), at the same price and upon the same terms and conditions as contained in the Sale Notice. In the event any Other Stockholder makes the aforesaid election, the Buyer shall purchase and such Other Stockholder (and his, her or its Related Transferees, if any) shall sell such number of Voting Shares owned (or deemed owned) by them at the same price and upon the same terms and conditions as contained in the Sale Notice; provided, that if the Buyer is not willing to purchase the total number of Voting Shares held by the Selling Stockholder and the Other Stockholders who have elected to participate in such sale, the Buyer shall purchase that number of Voting Shares that it wishes to purchase (but not less than the number set forth in the Sale Notice), and the Selling Stockholder and the Other Stockholders shall each sell that number of Voting Shares to the Buyer equal to the product of (x) the aggregate number of Voting Shares to be purchased sold thereto duly endorsed with stock powers and shall receive in exchange therefor the consideration to be paid or delivered by the Buyer and proposed transferee in respect of such Shares as described in the Participation Notice. (yc) a fractionThe provisions of this Section 2.4 shall not apply to (i) any Permitted Transfer, the numerator of which is the number of Voting Shares then owned by such Stockholder, and the denominator of which is the aggregate number of Voting Shares owned by the Selling Stockholder and the Other Stockholders who have elected (ii) any Transfer pursuant to participate in such saleSection 2.2 or (iii) any Transfer pursuant to Section 2.3.

Come Along. If Except as provided in Section 2.3(c) hereof, no Stockholder shall Transfer more than 2.5% of the outstanding Common Stock of the Company to a Third Party who is not a Permitted Transferee without complying with the terms and conditions set forth in Section 2.3(a) and 2.3(b) below; provided, however, that this Section 2.3 shall not in any Stockholder proposes way limit or affect the restrictions of Section 2.1. (a) Any Stockholder, when desiring to transfer Voting Transfer Shares in a Co-Sale Transfer (the "Selling StockholderTransferor"), it shall give not less than seven (7) days prior written notice of such proposed sale intended Transfer to each other Stockholder and to the Company. Such notice (the "Sale Participation Notice") shall set forth the terms and conditions of such proposed Transfer, including the name of the prospective transferee, the number of Shares proposed to the Company and the other Stockholders be transferred (the "Other StockholdersParticipation Securities")) by the Transferor, which notice shall set forth at least the name purchase price per share proposed to be paid therefor and address the payment terms and type of transfer to be effectuated. Within five (5) days following the delivery of the proposed transferee (Participation Notice by the "Buyer") Transferor to each other Stockholder and the price and terms of such proposed sale. Any of the Other Stockholders shall then be entitled to give, within 20 days after the giving of such Sale Notice, a counter-notice to the Company, each Stockholder desiring to participate in such proposed Transfer (each, a "Participating Offeree") shall, by notice in writing to the Selling Stockholder, Transferor and to the Buyer at the address specified in the Sale NoticeCompany, that it elects to have the Buyer choose opportunity and right to purchase sell to the purchasers in such proposed Transfer (upon the same terms and conditions as the Transferor) up to that number of Voting Shares owned by such Other Stockholder (and Participating Offeree as shall equal the Voting Shares product of his, her or its Related Transferees, if any) equal to (i) the number of Voting Shares held by such Other Stockholder and his, her or its Related Transferees, if any, multiplied by (ii) a fraction, the numerator of which is the number of Voting Shares owned by such Participating Offeree as of the date of such proposed to be acquired by the Buyer from the Selling Stockholder Transfer and the denominator of which is the total number of Voting Shares held actually owned as of the date of such Participation Notice by the Selling Stockholder Transferor and by all Participating Offerees multiplied by (before giving effect ii) the number of Participation Securities. The amount of Participation Securities to be sold by the Transferor shall be reduced to the extent necessary to provide for such sales of Shares by Participating Offerees. (b) At the closing of any proposed Transfer in respect of which a Participation Notice has been delivered, the Transferor, together with all Participating Offerees, shall deliver to the proposed sale to transferee certificates evidencing the Buyer), at the same price and upon the same terms and conditions as contained in the Sale Notice. In the event any Other Stockholder makes the aforesaid election, the Buyer shall purchase and such Other Stockholder (and his, her or its Related Transferees, if any) shall sell such number of Voting Shares owned (or deemed owned) by them at the same price and upon the same terms and conditions as contained in the Sale Notice; provided, that if the Buyer is not willing to purchase the total number of Voting Shares held by the Selling Stockholder and the Other Stockholders who have elected to participate in such sale, the Buyer shall purchase that number of Voting Shares that it wishes to purchase (but not less than the number set forth in the Sale Notice), and the Selling Stockholder and the Other Stockholders shall each sell that number of Voting Shares to the Buyer equal to the product of (x) the aggregate number of Voting Shares to be purchased sold thereto duly endorsed with stock powers and shall receive in exchange therefor the consideration to be paid or delivered by the Buyer and proposed transferee in respect of such Shares as described in the Participation Notice. (yc) The provisions of this Section 2.3 shall not apply to (i) any Permitted Transfer, (ii) any Transfer pursuant to a fraction, the numerator of which is the number of Voting Shares then owned by such Stockholder, and the denominator of which is the aggregate number of Voting Shares owned by the Selling Stockholder and the Other Stockholders who have elected Public Offering or (iii) any Transfer pursuant to participate in such saleSection 2.4.

Come Along. If any No Stockholder proposes may Transfer Shares to transfer Voting a Third Party who is not a Permitted Transferee without complying with the terms and conditions set forth in this Section 2.4. (a) Any Stockholder or group of Stockholders when desiring to Transfer Shares in a Co-Sale Transfer (the "Selling StockholderTransferor") shall give not less than fifteen (15) days prior written notice of such intended Transfer to each other Stockholder and the Company. Such notice (the "Participation Notice") shall set forth the terms and conditions of such proposed Transfer, including the name of the prospective transferee, the number of Shares proposed to be transferred (the "Participation Securities") by the Transferor, the percentage of the total number of shares of Common Stock held by the Transferor that the Participation Securities constitutes of such class (the "Come Along Percentage"), it shall give notice the purchase price per share of such Common Stock proposed sale (to be paid therefor, the "Sale Notice") payment terms and type of transfer to the Company be effectuated and the other Stockholders proposed time and place of closing. Within fifteen (15) days following the "Other Stockholders"), which notice shall set forth at least the name and address delivery of the proposed transferee (Participation Notice by the "Buyer") Transferor to each other Stockholder and the price and terms of such proposed sale. Any of the Other Stockholders shall then be entitled to give, within 20 days after the giving of such Sale Notice, a counter-notice to the Company, each other Stockholder desiring to participate in such proposed Transfer (each, a "Participating Offeree") shall, by notice in writing to the Selling Stockholder, Transferor and to the Buyer at the address specified in the Sale NoticeCompany, that it elects to have the Buyer choose opportunity and right to purchase the number of Voting Shares owned by such Other Stockholder (and the Voting Shares of his, her or its Related Transferees, if any) equal to (i) the number of Voting Shares held by such Other Stockholder and his, her or its Related Transferees, if any, multiplied by (ii) a fraction, the numerator of which is the number of Voting Shares proposed to be acquired by the Buyer from the Selling Stockholder and the denominator of which is the total number of Voting Shares held by the Selling Stockholder (before giving effect sell to the purchasers in such proposed sale to the Buyer), at the same price and Transfer (upon the same terms and conditions as contained the Transferor) up to that number of shares of Common Stock, as the case may be, subject to the last sentence of Section 2.4(c) below, as shall equal the product of (i) the Come Along Percentage for the Common Stock, as the case may be, and (ii) the number of shares of Common Stock which will be owned by such Participating Offeree as of the proposed date of closing set forth in the Sale NoticeParticipation Notice without giving effect to the transfer contemplated hereby; PROVIDED, HOWEVER, that for purposes of determining whether Options owned by a Management Stockholder will be vested, such determination will be made after giving effect to the transfer contemplated hereby and the Board, in its reasonable judgment, within five (5) business days after the Participation Notice is delivered to the Company, will make a Board Participation Determination for each Management Stockholder and notify such Management Stockholder of such Board Participation Determination. No Management Stockholder may participate in the proposed Transfer with respect to any Options which may vest upon consummation of the Transfer in excess of the Board Participation Determination and notwithstanding the Board Participation Determination, no Management Stockholder may sell or transfer in the proposed Transfer any unvested Time Options or any unvested Performance Options if such options do not become vested upon consummation of the proposed Transfer. The Transferor shall attempt to obtain inclusion in the proposed Transfer of the entire number of Shares which the Transferor and the Participating Offerees desire to have included in the proposed Transfer. In the event any Other Stockholder makes the aforesaid electionTransferor shall be unable to obtain the inclusion of such entire number of shares of Common Stock in the proposed Transfer, the Buyer number of shares of Common Stock to be sold in the Proposed Transfer by each Participating Offeree and the Transferor shall purchase be determined in accordance with Section 2.4(c) below. The terms and such Other Stockholder (and his, her or its Related Transferees, if anyconditions of any sale pursuant to this Section 2.4(a) shall sell such number of Voting Shares owned (or deemed owned) by them at be the same price as set forth in the Participation Notice, except as is provided in Section 2.4(c) below and upon except that the actual date of the closing of any proposed Transfer may change. (b) At the closing of any proposed Transfer in respect of which a Participation Notice has been delivered, the Transferor, together with all Participating Offerees, shall deliver to the proposed transferee certificates evidencing the Shares to be sold thereto duly endorsed with stock powers and shall receive in exchange therefor the consideration to be paid or delivered by the proposed transferee in respect of such Shares as described in the Participation Notice. (c) The acceptance of each Participating Offeree shall be irrevocable except as hereinafter provided, and each such Participating Offeree shall be bound and obligated to sell, on the same terms and conditions as contained specified in the Sale NoticeParticipation Notice as the Transferor (subject to all of the provisions of this Agreement), such number of Shares as specified in such Participating Offeree's written commitment; provided, however, that in the case of Performance Options, Time Options and Rollover Options (for which the exercise price is less than the price per share of Common Stock being paid in the Transfer), the holders of such securities shall have the opportunity to either (i) exercise such Performance Options, Time Options and Rollover Options (if then exercisable) and participate in such sale as holders of Common Stock issuable upon such exercise or conversion, or (ii) upon the Buyer is not willing consummation of the sale, receive in exchange for such Options the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the other Stockholders less the exercise price per share of such Performance Option and Time Option by (2) the number of shares of Common Stock of such class represented by such Performance Option or Time Option. In the event the Transferor shall be unable to purchase obtain the inclusion in the sale of all Shares which the Transferor and each Participating Offeree desires to have included in the sale, the number of Shares to be sold in the sale by the Transferor and each Participating Offeree shall be reduced on a PRO RATA basis according to the proportion which the number of Shares which each such party desires to have included in the sale bears to the total number of Voting Shares held desired by the Selling Stockholder and the Other Stockholders who all such parties to have elected to participate in such sale, the Buyer shall purchase that number of Voting Shares that it wishes to purchase (but not less than the number set forth included in the Sale Notice), sale. (d) The provisions of this Section 2.4 shall not in any way limit or affect the restrictions placed on the Stockholders by Section 2.1 and the Selling Stockholder and the Other Stockholders shall each sell that number of Voting Shares not apply to (i) any Transfer to the Buyer equal Company or other Stockholders pursuant to the product of Section 2.1, (xii) the aggregate number of Voting Shares any Transfer pursuant to be purchased by the Buyer and Section 2.2, (yiii) a fraction, the numerator of which is the number of Voting Shares then owned by such Stockholder, and the denominator of which is the aggregate number of Voting Shares owned by the Selling Stockholder and the Other Stockholders who have elected any Transfer pursuant to participate in such saleSection 2.3 or (iv) any Permitted Transfer.

Come Along. If any No Stockholder proposes or group of Stockholders shall Transfer Shares constituting a majority of the outstanding shares of Common Stock in one or a series of related transactions to transfer Voting a Third Party without complying with the terms and conditions set forth in this Section 2.1. (a) The Stockholder or group of Stockholders (collectively, the "Initiating Stockholder") desiring to Transfer such Shares in a Co-Sale shall give not less than twenty (20) days prior written notice of such intended Transfer to each other Stockholder ("Participating Offeree") and to the Company. Such notice (the "Selling StockholderParticipation Notice"), it ) shall give notice set forth terms and conditions of such proposed sale Transfer, including the name of the prospective transferee, the number of Shares proposed to be transferred (the "Sale NoticeParticipation Securities") by the Initiating Stockholder, the purchase price per Share proposed to be paid therefor and the payment terms and type of Transfer to be effectuated. Each Participating Offeree may, by notice in writing to the Initiating Stockholder and to the Company and given within ten (10) days following the other Stockholders (the "Other Stockholders"), which notice shall set forth at least the name and address delivery of the proposed transferee (Participation Notice to such Participating Offeree, have the "Buyer") opportunity and right to sell to the price and terms of purchasers in such proposed sale. Any of Transfer (upon the Other Stockholders shall then be entitled same terms and conditions as the Initiating Stockholder) up to give, within 20 days after the giving of such Sale Notice, a counter-notice to the Company, the Selling Stockholder, and to the Buyer at the address specified in the Sale Notice, that it elects to have the Buyer choose to purchase the number of Voting Shares owned by such Other Stockholder Participating Offeree as shall equal the product of (and the Voting Shares of his, her or its Related Transferees, if any) equal to (i) the number of Voting Shares held by such Other Stockholder and his, her or its Related Transferees, if any, multiplied by (iix) a fraction, the numerator of which is the number of Voting Shares proposed to be acquired by the Buyer from the Selling Stockholder and the denominator of which is the total number of Voting Shares held by the Selling Stockholder (before giving effect to the proposed sale to the Buyer), at the same price and upon the same terms and conditions as contained in the Sale Notice. In the event any Other Stockholder makes the aforesaid election, the Buyer shall purchase and such Other Stockholder (and his, her or its Related Transferees, if any) shall sell such number of Voting Shares owned (or deemed owned) by them at the same price and upon the same terms and conditions as contained in the Sale Notice; provided, that if the Buyer is not willing to purchase the total number of Voting Shares held by the Selling Stockholder and the Other Stockholders who have elected to participate in such sale, the Buyer shall purchase that number of Voting Shares that it wishes to purchase (but not less than the number set forth in the Sale Notice), and the Selling Stockholder and the Other Stockholders shall each sell that number of Voting Shares to the Buyer equal to the product of (x) the aggregate number of Voting Shares to be purchased by the Buyer and (y) a fraction, the numerator of which is the number of Voting Shares then owned by such Stockholder, Participating Offeree as of the date of such proposed Transfer and the denominator of which is the aggregate number of Voting Shares owned as of the date of such Participation Notice by each Initiating Stockholder and by all Participating Offerees, multiplied by (y) the number of Participation Securities. The amount of Participation Securities to be sold by any Initiating Stockholder shall be reduced to the extent necessary to provide for such sales of Shares by Participating Offerees. (b) At the closing of any proposed Transfer in respect of which a Participation Notice has been delivered, the Initiating Stockholder, together with all Participating Offerees electing to sell Shares who have delivered the notice referred to in paragraph (a) above, shall deliver to the proposed transferee certificates evidencing the Shares to be sold thereto duly endorsed with stock powers and shall receive in exchange therefor the consideration to be paid or delivered by the Selling Stockholder proposed transferee in respect of such Shares as described in the Participation Notice. (c) The provisions of this Section 2.1 shall not apply to any Rule 144 Transaction or to any Transfer by a Lee Holder or an Applicable Xxx Holder to an Applicable Lxx Xxxxxx or a Transfer by ax XXX Xxxxer or an Appxxxxxxx XLI Holder to an Applicable XXX Xxxxxx, other than, in xxxh case, a Person described in Section (c) (and not Section (a), (b) or (d)) of the Other Stockholders who have elected to participate in such saledefinition of "Applicable Lee Holder" and "Applicable EXX Holder."

Come Along. If (a) Except as provided in Sections 2.5(d), 2.9, 2.10 and 2.11 hereof, no Member shall Transfer outstanding Interests of the Company to a Third Party who is not a Permitted Transferee without complying with the terms and conditions set forth in Section 2.5(b) and 2.5(c) below; provided, however, that this Section 2.5 shall not in any Stockholder proposes way limit or affect the restrictions of Section 2.1 or the provisions of 2.5(j). (b) Any Member, when desiring to transfer Voting Shares in a Co-Sale Transfer Interests (the "Selling StockholderTransferor"), it shall give not less than fifteen (15) days prior written notice of such proposed sale intended Transfer to each other Member and to the Company. Such notice (the "Sale Participation Notice") shall set forth the terms and conditions of such proposed Transfer, including the name of the prospective transferee, the number of Interests proposed to the Company and the other Stockholders be transferred (the "Other StockholdersParticipation Securities")) by the Transferor, which notice shall set forth at least the name purchase price per share proposed to be paid therefor and address the payment terms and type of transfer to be effectuated. Within ten (10) days following the delivery of the proposed transferee (Participation Notice by the "Buyer") Transferor to each other Member and the price and terms of such proposed sale. Any of the Other Stockholders shall then be entitled to give, within 20 days after the giving of such Sale Notice, a counter-notice to the Company, each Member desiring to participate in such proposed Transfer (each, a "Participating Offeree") shall, by notice in writing to the Selling Stockholder, Transferor and to the Buyer at the address specified in the Sale NoticeCompany, that it elects to have the Buyer choose opportunity and right to purchase sell to the purchasers in such proposed Transfer (upon the same terms and conditions as the Transferor) up to that number of Voting Shares Interests owned by such Other Stockholder (and Participating Offeree as shall equal the Voting Shares product of his, her or its Related Transferees, if any) equal to (i) the number of Voting Shares held by such Other Stockholder and his, her or its Related Transferees, if any, multiplied by (ii) a fraction, the numerator of which is the number of Voting Shares Interests owned by such Participating Offeree as of the date of such proposed to be acquired by the Buyer from the Selling Stockholder Transfer and the denominator of which is the total number of Voting Shares held Interests actually owned as of the date of such Participation Notice by the Selling Stockholder Transferor and by all Participating Offerees multiplied by (before giving effect ii) the number of Participation Securities. The amount of Participation Securities to be sold by the Transferor shall be reduced to the extent necessary to provide for such sales of Interests by Participating Offerees. (c) At the closing of any proposed Transfer in respect of which a Participation Notice has been delivered, the Transferor, together with all Participating Offerees, shall deliver to the proposed sale transferee certificates evidencing the Interests to be sold thereto duly endorsed with stock powers and shall receive in exchange therefor the Buyer), at consideration to be paid or delivered by the same price and upon the same terms and conditions proposed transferee in respect of such Interests as contained described in the Sale Participation Notice. In the event . (d) The provisions of this Section 2.5 shall not apply to (i) any Other Stockholder makes the aforesaid electionPermitted Transfer, the Buyer shall purchase and such Other Stockholder (and hisii) any Transfer pursuant to Section 2.2, her (iii) any Transfer pursuant to Section 2.3, (iv) any Transfer pursuant to Section 2.4, or its Related Transferees, if any(v) shall sell such number any Transfer by BancBoston Investments Inc. or Northwestern of Voting Shares owned (or deemed owned) by them at the same price and upon the same terms and conditions as contained an Interest representing less than a 2% Percentage Interest in the Sale Notice; provided, that if the Buyer is not willing to purchase the total number of Voting Shares held by the Selling Stockholder and the Other Stockholders who have elected to participate in such sale, the Buyer shall purchase that number of Voting Shares that it wishes to purchase (but not less than the number set forth in the Sale Notice), and the Selling Stockholder and the Other Stockholders shall each sell that number of Voting Shares to the Buyer equal to the product of (x) the aggregate number of Voting Shares to be purchased by the Buyer and (y) a fraction, the numerator of which is the number of Voting Shares then owned by such Stockholder, and the denominator of which is the aggregate number of Voting Shares owned by the Selling Stockholder and the Other Stockholders who have elected to participate in such saleCompany.

Come Along. If any Notwithstanding anything to the contrary contained herein, no Berkshire Stockholder proposes or JH Stockholder may Transfer Shares to transfer Voting Shares a person described in subsection (viii) of the definition of “Permitted Transferee” (a Co-Sale “Covered Transfer”) without complying with the terms and conditions set forth in this Section 2.1(c). (i) Any Berkshire Stockholder or JH Stockholder when desiring to effect a Covered Transfer (the "Selling Stockholder"), it “Transferor”) shall give not less than thirty (30) days prior written notice of such proposed sale intended Transfer to each Mezzanine Stockholder, Other Stockholder and Management Stockholder and the Company. Such notice (the "Sale “Participation Notice"”) to the Company and the other Stockholders (the "Other Stockholders"), which notice shall set forth at least the name terms and address of the proposed transferee (the "Buyer") and the price and terms conditions of such proposed sale. Any Covered Transfer, including the name of the prospective transferee, the number of Shares proposed to be transferred (the “Participation Securities”) by the Transferor, the percentage of the total number of shares of Common Stock held by the Transferor that the Participation Securities constitutes (the “Come Along Percentage”), the purchase price per share of Common Stock proposed to be paid therefor, the payment terms and type of transfer to be effectuated and the proposed time and place of closing. Within fifteen (15) days following the delivery of the Participation Notice by the Transferor to each Mezzanine Stockholder, Other Stockholders shall then be entitled Stockholder and Management Stockholder and the Company, each notified Stockholder desiring to give, within 20 days after the giving of participate in such Sale Noticeproposed Covered Transfer (each, a counter-“Participating Offeree”) shall, by notice in writing to the Transferor and to the Company, have the Selling Stockholder, opportunity and right to sell to the Buyer at the address specified purchasers in the Sale Notice, that it elects to have the Buyer choose to purchase the number of Voting Shares owned by such Other Stockholder proposed Covered Transfer (and the Voting Shares of his, her or its Related Transferees, if any) equal to (i) the number of Voting Shares held by such Other Stockholder and his, her or its Related Transferees, if any, multiplied by (ii) a fraction, the numerator of which is the number of Voting Shares proposed to be acquired by the Buyer from the Selling Stockholder and the denominator of which is the total number of Voting Shares held by the Selling Stockholder (before giving effect to the proposed sale to the Buyer), at the same price and upon the same terms and conditions as contained the Transferor) up to that number of shares of Common Stock, as the case may be, subject to the last sentence of Section 2.1(c)(iii) below, as shall equal the product of (A) the Come Along Percentage and (B) the number of shares of Common Stock owned by such Participating Offeree. The Transferor shall attempt to obtain inclusion in the Sale Noticeproposed Covered Transfer of the entire number of Shares which the Transferor and the Participating Offerees desire to have included in the proposed Covered Transfer. In the event any Other Stockholder makes the aforesaid electionTransferor shall be unable to obtain the inclusion of such entire number of shares of Common Stock in the proposed Covered Transfer, the Buyer number of shares of Common Stock to be sold in the Covered Transfer by each Participating Offeree and the Transferor shall purchase be determined in accordance with Section 2.1(c)(iii) below. The terms and such Other Stockholder (and his, her or its Related Transferees, if anyconditions of any sale pursuant to this Section 2.1(c) shall sell such number of Voting Shares owned (or deemed owned) by them at be the same price as set forth in the Participation Notice, except as is provided in Section 2.1(c)(iii) below and upon except that the actual date of the closing of any proposed Covered Transfer may change. (ii) At the closing of any proposed Covered Transfer in respect of which a Participation Notice has been delivered, the Transferor, together with all Participating Offerees, shall deliver to the proposed transferee certificates evidencing the Shares to be sold thereto duly endorsed with stock powers and shall receive in exchange therefor the consideration to be paid or delivered by the proposed transferee in respect of such Shares as described in the Participation Notice. (iii) In the event that the Transferor under this Section 2.1(c) fails to complete the proposed Transfer within 90 days from the date of the Participation Notice, in order to complete a Transfer after such 90-day period, the Transferor must separately comply with this Section 2.1(c). (iv) The acceptance of each Participating Offeree shall be irrevocable except as hereinafter provided, and each such Participating Offeree shall be bound and obligated to sell, on the same terms and conditions as contained specified in the Sale NoticeParticipation Notice as the Transferor (subject to all of the provisions of this Agreement), such number of Shares as specified in such Participating Offeree’s written commitment; provided, however, that in the case of vested Performance Options, Time Options and Rollover Options (for which the exercise price is less than the price per share of Common Stock being paid in the Transfer), the holders of such securities shall have the opportunity to exercise such Performance Options, Time Options and Rollover Options (if then exercisable) and participate in such sale as holders of Common Stock. In the Buyer is not willing event the Transferor shall be unable to purchase obtain the inclusion in the sale of all Shares which the Transferor and each Participating Offeree desires to have included in the sale, the number of Shares to be sold in the sale by the Transferor and each Participating Offeree shall be reduced on a pro rata basis according to the proportion which the number of Shares which each such party desires to have included in the sale bears to the total number of Voting Shares held desired by all such parties to have included in the sale. (v) In connection with any Covered Transfer, the Participating Offerees shall be obligated to become liable in respect of any representations, warranties, covenants, indemnities or otherwise to the transferee solely to the extent provided in the immediately following sentence. Without limiting the generality of the foregoing, each Participating Offeree agrees to execute and deliver such agreements as may be reasonably specified by the Selling Stockholder Transferor to which such Transferor will also be party, including, without limitation, agreements to (A) (1) make individual representations, warranties, covenants and other agreements as to the unencumbered title to its Shares and its power, authority and legal right to Transfer such Shares and the Other Stockholders who have elected absence of any Adverse Claim with respect to participate such Shares and (2) be liable without limitation as to such representations, warranties, covenants and other agreements and (B) be liable (whether by purchase price adjustment, indemnity payments or otherwise) in respect of representations, warranties, covenants and agreements in respect of the Company and its subsidiaries; provided, however, that the aggregate amount of liability described in this clause (v) in connection with any Covered Transfer shall not exceed the lesser of (Y) such Participating Offeree ‘s pro rata portion of any such liability, to be determined in accordance with such Participating Offeree’s portion of the total number of Shares included in such sale, the Buyer shall purchase that number of Voting Shares that it wishes to purchase Covered Transfer or (but not less than the number set forth in the Sale Notice), and the Selling Stockholder and the Other Stockholders shall each sell that number of Voting Shares to the Buyer equal to the product of (xZ) the aggregate number of Voting Shares proceeds to be purchased by the Buyer and (y) a fraction, the numerator of which is the number of Voting Shares then owned by such Stockholder, and the denominator of which is the aggregate number of Voting Shares owned by the Selling Stockholder and the Other Stockholders who have elected to participate Participating Offeree in connection with such saleCovered Transfer.

Come Along. If Except as provided in Section 2.3(c) hereof, no JWC Group Stockholder shall Transfer (in one or a series of transactions within any Stockholder proposes 24-month period) Shares representing more than ten percent (10%) of the outstanding Shares (calculated on a fully diluted basis) to transfer Voting a Third Party who is not a Permitted Transferee without complying with the terms and conditions set forth in Sections 2.3(a) and 2.3(b) below. (a) Any JWC Group Stockholder, when desiring to Transfer such Shares in a Co-Sale Transfer (the "Selling StockholderTransferor"), it shall give not less than ten (10) days prior written notice of such proposed sale intended Transfer to each other Stockholder and to the Company. Such notice (the "Sale Participation Notice") shall set forth the terms and conditions of such proposed Transfer, including the name of the prospective transferee, the number of Shares proposed to the Company and the other Stockholders be transferred (the "Other StockholdersParticipation Securities")) by the Transfer- or, which notice shall set forth at least the name purchase price per Share proposed to be paid therefor and address the payment terms and type of transfer to be effectuated. Within ten (10) days following the delivery of the proposed transferee (Participation Notice by the "Buyer") Transferor to each other Stockholder and the price and terms of such proposed sale. Any of the Other Stockholders shall then be entitled to give, within 20 days after the giving of such Sale Notice, a counter-notice to the Company, each Stockholder desiring to participate in such proposed Transfer (each, a "Participating Offeree") shall, by notice in writing to the Selling Stockholder, Transferor and to the Buyer at Company, have the address specified opportunity and right to sell to the purchasers in such proposed Transfer (upon substantially the same terms and conditions as the Transferor provided that if the Transferor is Transferring Preferred Stock and if the financial condition and prospects of the Company are such that, in the Sale Noticegood faith determination of the Board, the liquidation preference of the Preferred Stock has value to the proposed transferee, the purchase price per Share of Common Stock may be adjusted to take into account the value of the liquidation preference, as determined in good faith by the Board) up to that it elects to have the Buyer choose to purchase the number of Voting Shares owned by such Other Stockholder (and Participating Offeree as shall equal the Voting Shares product of his, her or its Related Transferees, if any) equal to (i) the number of Voting Shares held by such Other Stockholder and his, her or its Related Transferees, if any, multiplied by (ii) a fraction, the numerator of which is the number of Voting Shares proposed to be acquired by the Buyer from the Selling Stockholder and the denominator of which is the total number of Voting Shares held by the Selling Stockholder (before giving effect to the proposed sale to the Buyer), at the same price and upon the same terms and conditions as contained in the Sale Notice. In the event any Other Stockholder makes the aforesaid election, the Buyer shall purchase and such Other Stockholder (and his, her or its Related Transferees, if any) shall sell such number of Voting Shares owned (or deemed owned) by them at the same price and upon the same terms and conditions as contained in the Sale Notice; provided, that if the Buyer is not willing to purchase the total number of Voting Shares held by the Selling Stockholder and the Other Stockholders who have elected to participate in such sale, the Buyer shall purchase that number of Voting Shares that it wishes to purchase (but not less than the number set forth in the Sale Notice), and the Selling Stockholder and the Other Stockholders shall each sell that number of Voting Shares to the Buyer equal to the product of (x) the aggregate number of Voting Shares to be purchased by the Buyer and (y) a fraction, the numerator of which is the number of Voting Shares then owned by such Stockholder, Participating Offeree as of the date of such proposed Transfer and the denominator of which is the aggregate number of Voting Shares actually owned as of the date of such Participation Notice by the Selling Stockholder Transferor and the Other Stockholders who have elected to participate in such sale.by all Participating Offerees, multiplied by

Come Along. Take Along Provision. (a) If any Stockholder proposes either Member secures a Selling Commitment to transfer Voting Shares in all or any portion of its Interest to a Co-Sale Transfer Person which is not an Affiliate thereof ("Purchaser"), such Member (the "Offeror") must immediately thereafter give written notice (the "Selling Stockholder"), it shall give notice of such proposed sale (the "Sale Notice") to the Company and the other Stockholders Member (the "Other StockholdersReceiver"), which notice shall set forth at least ) that the name Offeror desires to sell such Interest in the Company in accordance with the terms and address conditions of the proposed transferee (the Selling Commitment and this Section 6.2. The term "Buyer") and the price and terms Selling Commitment" means a letter of such proposed sale. Any of the Other Stockholders shall then be entitled to give, within 20 days after the giving of such Sale Notice, a counter-notice to the Company, the Selling Stockholder, and to the Buyer at the address specified in the Sale Notice, that it elects to have the Buyer choose intent from Purchaser to purchase the number Offeror's Interest, and if required, the Receiver's Interest for a purchase price (as proportionately adjusted to reflect the acquisition of Voting Shares owned by such Other Stockholder either the Offeror's or both Members' Interests and expressed as the purchase price for each one (and 1%) percent of Interests, the Voting Shares of his, her or its Related Transferees, if any"Interests Purchase Price") equal subject only to (i) the number of Voting Shares held by such Other Stockholder customary "due diligence" items and his, her or its Related Transferees, if any, multiplied by a "due diligence" period not to exceed forty-five (45) days and (ii) a fraction, the numerator of which is the number of Voting Shares proposed to be acquired by the Buyer from closing on the Selling Stockholder and the denominator Commitment to occur not more than ninety (90) days following execution of which is the total number of Voting Shares held by the Selling Stockholder (before giving effect to the proposed sale to the Buyer), at the same price and upon the same terms and conditions as contained in the Sale Notice. In the event any Other Stockholder makes the aforesaid election, the Buyer shall purchase and such Other Stockholder (and his, her or its Related Transferees, if any) shall sell such number of Voting Shares owned (or deemed owned) by them at the same price and upon the same terms and conditions as contained in the Sale NoticeCommitment; provided, that if the Buyer is not willing to purchase the total number of Voting Shares held by however, the Selling Stockholder Commitment shall not be deemed delivered unless and until Purchaser delivers to the Other Stockholders who have elected Company's counsel, to participate be held in such saleescrow, by wire transfer of immediately available funds, an amount equal to five (5%) percent (the Buyer shall purchase that number "Interests Downpayment") of Voting Shares that it wishes the Interests Purchase Price assuming both Members agree to purchase (but not less than the number set forth sell in the Sale Notice), and accordance with the Selling Stockholder and the Other Stockholders shall each sell that number Commitment. Upon receipt of Voting Shares to the Buyer equal to the product of (x) the aggregate number of Voting Shares to be purchased by the Buyer and (y) a fraction, the numerator of which is the number of Voting Shares then owned by such Stockholder, and the denominator of which is the aggregate number of Voting Shares owned by the Selling Stockholder Notice the Receiver shall be estopped from electing to transfer its Interest until the Selling Commitment obligations of both Members have been released and the Other Stockholders who have elected to participate in such salerelieved as hereinafter provided.

Come Along. If Whenever and as often as Offeror shall receive from a prospective purchaser a bona fide offer to purchase any Stockholder proposes shares of Restricted Stock which Offeror wishes to transfer Voting Shares in a Co-Sale Transfer (accept, the "Selling Stockholder")Offerees shall have the right, it shall give notice of at each Offeree's option, either to exercise such proposed sale (Person's rights under paragraph B.2(b) hereof or to require Offeror to arrange for the "Sale Notice") sale, to the Company prospective purchaser, on terms and the other Stockholders (the "Other Stockholders"), which notice shall set forth conditions at least the name and address of the proposed transferee (the "Buyer") and the price and terms of such proposed sale. Any of the Other Stockholders shall then be entitled to give, within 20 days after the giving of such Sale Notice, a counter-notice as favorable to the Company, Offeree as the Selling Stockholder, terms and to the Buyer at the address specified conditions set out in the Sale Noticeoffer received by Offeror, that it elects to have the Buyer choose to purchase of the number of Voting Shares the Offeree's shares of Common Stock and Warrants which bears the same proportion to the number of shares of Common Stock and Warrants (determined on a fully-diluted basis) owned by such Other Stockholder (and the Voting Shares of his, her or its Related Transferees, if any) equal to (i) Offeree as the number of Voting Shares held shares of Common Stock and Warrants being sold by Offeror bears to the total number of shares of Common Stock and Warrants (determined on a fully-diluted basis) owned by the Offeror, to the prospective purchaser on terms and conditions at least as favorable to the Offeree as the terms and conditions set out in the offer received by Offeror. If the prospective purchaser will not purchase all the shares of Common Stock and Warrants which Offeror and the Offerees wish to sell pursuant to this paragraph B.2(c), the number of shares of Common Stock and shares issuable upon exercise of the Warrants which Offeror and the Offerees shall be permitted to sell to such Other Stockholder and his, her or its Related Transferees, if any, multiplied by (ii) prospective purchaser shall be a number of shares equal to the number of shares which the prospective purchaser desires to purchase times a fraction, the numerator of which is the number of Voting Shares proposed to be acquired by the Buyer from the Selling Stockholder and the denominator shares of which is the total number of Voting Shares held by the Selling Stockholder Common Stock (before giving effect to the proposed sale to the Buyer), at the same price and upon the same terms and conditions as contained in the Sale Notice. In the event any Other Stockholder makes the aforesaid election, the Buyer shall purchase and such Other Stockholder (and his, her or its Related Transferees, if anydetermined on a fully-diluted basis) shall sell such number of Voting Shares owned (or deemed owned) by them at the same price and upon the same terms and conditions as contained in the Sale Notice; provided, that if the Buyer is not willing to purchase the total number of Voting Shares held by the Selling Stockholder and the Other Stockholders who have elected to participate in such sale, the Buyer shall purchase that number of Voting Shares that it wishes to purchase (but not less than the number set forth in the Sale Notice), and the Selling Stockholder and the Other Stockholders shall each sell that number of Voting Shares to the Buyer equal to the product of (x) the aggregate number of Voting Shares to be purchased by the Buyer and (y) a fraction, the numerator of which is the number of Voting Shares then beneficially owned by such StockholderOfferor or each selling Offeree, as appropriate, and the denominator of which is the aggregate number of Voting Shares shares of Common Stock (determined on a fully-diluted basis) beneficially owned by the Selling Stockholder Offeror and the Other Stockholders who have elected to participate in selling Offerees. An Offeree may exercise his or its right under this paragraph B.2(c) by written notice given within 10 days after the date on which such saleperson received the Notice required by paragraphs B.2(b)(i) and (iii) above.

Come Along. If (a) Except as provided in Section 2.01 and ---------- Section 2.04(a) hereof, and except for transfers by an Investor to any Stockholder proposes to of its partners, stockholders, officers or employees, no Stockholder, Investor or Permitted Transferee shall transfer Voting any Shares or Preferred Shares without complying with the following terms and conditions set forth in a Co-Sale Transfer Sections 2.05(a) and 2.05(b) below; provided that this Section 2.05 shall not in any way limit or -------- affect the restrictions of Section 2.02, 2.03 or Section 2.04, as the case may be, and any Stockholder, Investor or Permitted Transferee may be an Initiating Shareholder under this Section 2.05 only if such transfer is made in accordance with Section 2.02, 2.03 or 2.04, as the case may be. (b) Any Stockholder, Investor or Permitted Transferee (the "Selling StockholderInitiating Shareholder")) desiring to transfer his or her Shares shall, it shall after ---------------------- complying with the provisions of Section 2.02, 2.03 or 2.04, as the case may be, give nor less than 30 days' prior written notice of such intended transfer to each Investment Party (individually, a "Participation Offeree" and --------------------- collectively, the "Participation Offerees") and to the Company. Such notice (the ---------------------- "Participation Notice") shall set forth the terms and conditions of such -------------------- proposed sale transfer, including the name of the prospective transferee, the number of Shares or Preferred Shares proposed to be transferred (the "Sale NoticeParticipation ------------- Securities") by the Initiating Shareholder, the purchase price per Share ---------- proposed to be paid therefor, and the payment terms and type of transfer to be effectuated. The Participation Notice shall further state that the Initiating Shareholder complied with Section 2.02, 2.03 or 2.04 hereof, as the case may be, with respect to such proposed transfer and, if applicable, the Offered Shares were not purchased by the Initial Stockholders, the Investment Parties or the Company and pursuant to any right of first refusal described in Section 2.02, 2.03 or 2.04 hereof. Within 20 days following the other Stockholders (the "Other Stockholders"), which notice shall set forth at least the name and address delivery of the proposed transferee (Participation Notice by the "Buyer") Initiating Shareholder to each Participating Offeree and the price and terms of such proposed sale. Any of the Other Stockholders shall then be entitled to give, within 20 days after the giving of such Sale Notice, a counter-notice to the Company, each Participating Offeree may, by notice in writing to the Selling Stockholder, Initiating Shareholder and to the Buyer at the address specified in the Sale NoticeCompany, that it elects to have the Buyer choose opportunity and the right to purchase sell to the purchasers in such proposed transfer (upon the same terms and conditions as the Initiating Shareholder) up to that number of Voting Shares owned by such Other Stockholder (and Participating Offeree as shall equal the Voting Shares product of his, her or its Related Transferees, if any) equal to (i) the number of Voting Shares held by such Other Stockholder and his, her or its Related Transferees, if any, multiplied by (ii) a fraction, the numerator of which is the number of Voting Shares proposed to be acquired by the Buyer from the Selling Stockholder and the denominator of which is the total number of Voting Shares held by the Selling Stockholder (before giving effect to the proposed sale to the Buyer), at the same price and upon the same terms and conditions as contained in the Sale Notice. In the event any Other Stockholder makes the aforesaid election, the Buyer shall purchase and such Other Stockholder (and his, her or its Related Transferees, if any) shall sell such number of Voting Shares owned (or deemed owned) by them at the same price and upon the same terms and conditions as contained in the Sale Notice; provided, that if the Buyer is not willing to purchase the total number of Voting Shares held by the Selling Stockholder and the Other Stockholders who have elected to participate in such sale, the Buyer shall purchase that number of Voting Shares that it wishes to purchase (but not less than the number set forth in the Sale Notice), and the Selling Stockholder and the Other Stockholders shall each sell that number of Voting Shares to the Buyer equal to the product of (x) the aggregate number of Voting Shares to be purchased by the Buyer and (y) a fraction, the numerator of which is the number of Voting Shares then owned by such Stockholder, Participating Offeree as of the date of such proposed transfer and the denominator of which is the aggregate number of Voting Shares owned as of the date of such Participation Notice by each Initiating Shareholder and by all Participating Offerees, multiplied by (ii) the number of Participation Securities. The amount of Participation Securities to be sold by an Initiating Shareholder shall be reduced to the extent necessary to provide for such sales of Shares or Preferred Shares by Participating Offerees. (c) At the closing of any proposed transfer in respect of which a Participation Notice has been delivered, the Initiating Shareholder, together with all Participating Offerees electing to sell Shares or Preferred Shares, shall deliver to the proposed transferee certificates evidencing the Shares or Preferred Shares to be sold thereto duly endorsed with stock powers and shall receive in exchange therefor the consideration to be paid or delivered by the Selling proposed transferee in respect of such Shares or Preferred Shares as described in the Participation Notice. (d) The provisions of this Section 2.05 shall not apply to any transfer (i) pursuant to Section 2.01, (ii) to any Initial Stockholder and or any Investment Party or the Other Stockholders who Company pursuant to Section 2.02 or 2.03, (iii) to any Investment Party pursuant to Section 2.04 or (iv) to any Permitted Transferee. (e) The Permitted Transferees, or any transferees described in Section 2.01 hereof, of any Initiating Shareholder shall have elected to participate in such saleno rights under, but shall be bound by the terms of, this Section 2.05.

Come Along. If any Stockholder proposes to transfer Voting Shares in Take Along. (i) In the event that Abbingdon Venture Partners Limited Partnership, a CoConnecticut limited partnership ("Abbingdon-Sale Transfer (the "Selling StockholderI"), it shall give notice of such proposed sale Abbingdon Venture Partners Limited Partnership-II, a Delaware limited partnership (the "Sale Notice") to the Company and the other Stockholders (the "Other StockholdersAbbingdon-II"), which notice shall set forth at least and Abbingdon Venture Partners Limited Partnership-III, a Delaware limited partnership ("Abbingdon-III" and together with Abbingdon-I and Abbingdon-II, the name and address "Partnerships"), propose to transfer substantially all of the proposed transferee shares of the Common Stock held by them (the a "BuyerSale of Securities") and the price and terms of such proposed sale. Any of the Other Stockholders shall then be entitled to give, within 20 days after the giving of such Sale Notice, a counter-notice other than to the Companypublic for cash pursuant to a registration statement filed under the Securities Act, then the Selling Stockholder, and to the Buyer at the address specified in the Sale Notice, that it elects to have the Buyer choose to purchase the number following provisions of Voting Shares owned by such Other Stockholder (and the Voting Shares of his, her or its Related Transferees, if any) equal to (i) the number of Voting Shares held by such Other Stockholder and his, her or its Related Transferees, if any, multiplied by this Section 7 shall apply. (ii) a fractionThe Partnerships shall permit the Purchaser, or cause the numerator of which is Purchaser to be permitted, to sell the same proportionate number of Voting Shares proposed to be acquired by shares of the Buyer from the Selling Stockholder and the denominator of which is the total number of Voting Shares Common Stock held by the Selling Stockholder (before giving effect to Purchaser as the proposed sale to Partnerships shall sell of the Buyer)shares of the Common Stock held by the Partnerships, at for the same price consideration and upon otherwise on the same terms and conditions as contained to be received by the Partnerships in the Sale Notice. In of Securities. (iii) The Partnerships shall have the event any Other Stockholder makes right to request the aforesaid electionPurchaser to sell or cause to be sold the number of shares of the Common Stock held by the Purchaser which bears the same proportion to the number of shares of the Common Stock then held by the Purchaser as the number of shares of the Common Stock being sold by the Partnerships bears to the total number of shares of the Common Stock owned by the Partnerships (a "Purchaser Request"). (iv) Upon receipt by the Purchaser of a Purchaser Request, the Buyer shall purchase and such Other Stockholder (and his, her Purchaser will sell or its Related Transferees, if any) shall sell such will cause to be sold the appropriate number of Voting Shares owned (or deemed owned) shares of the Common Stock held by them at the same price Purchaser for the consideration and upon otherwise on the same terms and conditions received by the Partnerships. (b) The obligations of the Partnerships under Section 7(a) hereof to afford the Purchaser, or cause the Purchaser to be afforded, the rights referred to therein will be discharged if the Purchaser is given written notice which allows the Purchaser ten business days to exercise such rights (by written reply addressed to such person as contained may be designated in the Sale Notice; providednotice, that and if the Buyer is not willing to purchase the total number of Voting Shares held by the Selling Stockholder and the Other Stockholders who have elected to participate requested in such salenotice, the Buyer shall purchase that number of Voting Shares that it wishes to purchase (but not less than the number set forth in the Sale Noticesent by certified mail, return receipt requested), and within such ten business day period the Selling Stockholder Purchaser has not given notice of exercise of such rights. (c) All rights and obligations created by this Section 7 shall terminate upon the Other Stockholders shall each sell that number of Voting Shares earlier to the Buyer equal to the product occur of (xi) the aggregate number written agreement of Voting Shares to be purchased by the Buyer and parties hereto, or (yii) a fraction, the numerator of which is the number of Voting Shares then owned by such Stockholder, and the denominator of which is the aggregate number of Voting Shares owned by the Selling Stockholder and the Other Stockholders who have elected to participate in such sale.a