Common use of Drag Along Right Clause in Contracts

Drag Along Right. (a) Subject to Section 5.2(b), if the Majority Onex Investors approve a Sale of the Company (the “Approved Sale”), the Stockholders will consent to and raise no objections to the Approved Sale and (i) if the Approved Sale is structured as a sale of Shares, the Stockholders will sell the types and classes of securities in the same relative proportions as do Onex Investors or Affiliates of Onex Investors on the same terms and conditions (except, with respect to persons who are not accredited investors, as permitted by Section 5.2(b)) as applicable to the Majority Onex Investors, (ii) if the Approved Sale is structured as a merger, consolidation or other reorganization, the Stockholders will vote in favor thereof and will not exercise any dissenters’ rights of appraisal they may have under Delaware law, and (iii) if the Approved Sale is structured as a sale of all or substantially all of the Company’s consolidated assets, the Stockholders will vote in favor thereof. The Stockholders will cooperate in the Approved Sale and will take all necessary and desirable actions in connection with the consummation of the Approved Sale as are reasonably requested by the Majority Onex Investors, including, but not limited to, entry into customary agreements and provision of customary representations, warranties and indemnification, provided, that no Stockholder shall be required to enter into substantively different agreements or provide substantively different representations and warranties or indemnification than any other Stockholder and each Stockholder’s obligations thereunder shall be several and limited to the proceeds received by such Stockholder in connection with such Approved Sale. (b) The obligations of the Stockholders with respect to the Approved Sale are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all of the Stockholders will receive the same form and per Share amount of consideration for their Shares as all other Stockholders, or if any Stockholders are given an option as to the form and amount of consideration to be received, all Stockholders must be given the same option (except that the Approved Sale may provide for payment in securities, or a combination of cash and securities, to all Stockholders that are accredited investors within the meaning of Regulation D under the Securities Act and in cash to Stockholders that are not accredited investors or may provide Stockholders that are accredited investors with the option to receive securities, or a combination of cash and securities, or cash while Stockholders that are not accredited investors receive cash); and (ii) if the Approved Sale includes a sale to a Person that is an Onex Investor or an Affiliate of an Onex Investor, the holders of a majority of the voting control of the Shares held by the Other Investors may request that an appraisal of the fair market value of the securities to be sold and/or received (based on the fair market value of the sale of all of the Company’s outstanding capital stock as if sold in an arms-length transaction) by the Other Investors in connection with such Approved Sale be made by an investment banking firm of national recognition mutually agreeable to such parties, and it shall be a condition to the consummation of such Approved Sale to an Onex Investor or an Affiliate of an Onex Investor that such Person pay as consideration to the Other Investors the fair market value as determined pursuant to such appraisal (if such appraisal results in a valuation greater than the valuation of the consideration proposed to be delivered in connection with such Approved Sale, the Company shall pay the costs of such appraisal, otherwise the requesting Stockholders shall pay such costs). (c) If the proposed Approved Sale involves the receipt by Stockholders of securities for which Section 4(2) of the Securities Act or Rule 506 (or any similar rule then in effect) promulgated by the Securities and Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the Stockholders will, at the request of the Majority Onex Investors, and to the extent required to comply with Regulation D, appoint a purchaser representative (as such term is defined in Rule 501) reasonably acceptable to the Majority Onex Investors. If any Stockholder appoints a purchaser representative designated by the Majority Onex Investors, the Company will pay the fees of such purchaser representative, but if any Stockholder declines to appoint the purchaser representative designated by the Majority Onex Investors, such holder will appoint another purchaser representative (reasonably acceptable to the Majority Onex Investors), and such holder will be responsible for the fees of the purchaser representative so appointed.

Drag Along Right. (a) Subject to Section 5.2(b), if In the Majority Onex Investors approve event the holders of a Sale majority of the Company Company’s equity securities then outstanding (the “Approved SaleMajority Shareholders”), the Stockholders will consent ) determine to and raise no objections to the Approved Sale and (i) if the Approved Sale is structured as a sale of Shares, the Stockholders will sell the types and classes of securities in the same relative proportions as do Onex Investors or Affiliates of Onex Investors on the same terms and conditions (except, with respect to persons who are not accredited investors, as permitted by Section 5.2(b)) as applicable to the Majority Onex Investors, (ii) if the Approved Sale is structured as a merger, consolidation or other reorganization, the Stockholders will vote in favor thereof and will not exercise any dissenters’ rights of appraisal they may have under Delaware law, and (iii) if the Approved Sale is structured as a sale otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company’s consolidated assets, in each case in a transaction constituting a change in control of the Company, to any non-Affiliate(s) of the Company or any of the Majority Shareholders, or to cause the Company to merge with or into or consolidate with any non-Affiliate(s) of the Company or any of the Majority Shareholders (in each case, the Stockholders will vote “Buyer”) in favor thereof. The Stockholders will cooperate in a bona fide negotiated transaction (a “Sale”), the Approved Sale Optionee, including any Permitted Transferees, shall be obligated to and will take shall upon the written request of a Majority Shareholders (subject to Section 6 herein): (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Covered Shares (including for this purpose all necessary and desirable actions in connection with of such Optionee’s or his or her Permitted Transferee’s Covered Shares that presently or as a result of any such transaction may be acquired upon the consummation exercise of options (following the payment of the Approved Sale as are reasonably requested by exercise price therefor)) on substantially the same terms applicable to the Majority Onex Investors, including, but not limited to, entry into customary agreements and provision Shareholders (with appropriate adjustments to reflect the conversion of customary representations, warranties and indemnification, provided, that no Stockholder shall be required to enter into substantively different agreements or provide substantively different representations and warranties or indemnification than any other Stockholder and each Stockholder’s obligations thereunder shall be several and limited to the proceeds received by such Stockholder in connection with such Approved Sale. (b) The obligations of the Stockholders with respect to the Approved Sale are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all of the Stockholders will receive the same form and per Share amount of consideration for their Shares as all other Stockholders, or if any Stockholders are given an option as to the form and amount of consideration to be received, all Stockholders must be given the same option (except that the Approved Sale may provide for payment in convertible securities, or a combination the redemption of cash redeemable securities and securities, to all Stockholders that are accredited investors within the meaning exercise of Regulation D under exercisable securities as well as the Securities Act relative preferences and in cash to Stockholders that are not accredited investors or may provide Stockholders that are accredited investors with the option to receive securities, or a combination priorities of cash and securities, or cash while Stockholders that are not accredited investors receive cashpreferred stock); and (iib) if the Approved execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Covered Shares in favor of any Sale includes a sale to a Person that is an Onex Investor or an Affiliate of an Onex Investor, the holders of a majority of the voting control of the Shares held by the Other Investors may request that an appraisal of the fair market value of the securities to be sold and/or received (based on the fair market value of the sale of all of the Company’s outstanding capital stock as if sold in an arms-length transaction) by the Other Investors in connection with such Approved Sale be made by an investment banking firm of national recognition mutually agreeable to such parties, and it shall be a condition to the consummation of such Approved Sale to an Onex Investor or an Affiliate of an Onex Investor that such Person pay as consideration to the Other Investors the fair market value as determined pursuant to such appraisal (if such appraisal results in a valuation greater than the valuation of the consideration proposed to be delivered in connection with such Approved Sale, the Company shall pay the costs of such appraisal, otherwise the requesting Stockholders shall pay such costs). (c) If the proposed Approved Sale involves the receipt by Stockholders of securities for which Section 4(2) of the Securities Act or Rule 506 (or any similar rule then in effect) promulgated by the Securities and Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the Stockholders will, at the request of the Majority Onex Investors, and to the extent required to comply with Regulation D, appoint a purchaser representative (as such term is defined in Rule 501) reasonably acceptable to the Majority Onex Investors. If any Stockholder appoints a purchaser representative designated by the Majority Onex InvestorsShareholders and executing any purchase agreements, the Company will pay the fees of such purchaser representativemerger agreements, but if any Stockholder declines to appoint the purchaser representative designated by indemnity agreements, escrow agreements or related documents, as the Majority Onex Investors, such holder will appoint another purchaser representative (Shareholders or the Buyer may reasonably acceptable require in order to carry out the Majority Onex Investors), terms and such holder will be responsible for the fees provisions of the purchaser representative so appointedthis Section 10. The obligations under this Section 10 shall terminate in accordance with Section 12(a) herein.

Drag Along Right. (a) Subject Notwithstanding anything contained in this Article III to Section 5.2(b)the contrary, if the Majority Onex Investors approve a Sale of the Company Sponsor Entities (the “Approved Dragging Stockholders”) receive an offer to purchase or otherwise desire to Transfer (a “Sale Proposal”) a number of Shares, including (i) Shares owned by other Stockholders (the “Drag Shares”) and (ii) all of the Shares owned by the Sponsor Entities, such that the transaction would result in a sale of 100% of the Shares held by the Stockholders (taking into account all Shares being “dragged”) (each, a “Required Sale”), then the Dragging Stockholders will consent may, by delivery of a written notice (a “Required Sale Notice”) with respect to and raise no objections such Sale Proposal at least twenty (20) Business Days prior to the Approved anticipated closing date of such Required Sale to all other Stockholders, require all other Stockholders to sell or otherwise Transfer their Shares to the proposed transferee, or take such other actions, in accordance with the provisions of this Section 3.5. In any such transaction, all selling Stockholders must receive the same benefits and bear the same burden as the Dragging Stockholders in proportion to their Shares. (b) The Required Sale Notice will include the material terms and conditions of the Required Sale, including (i) if the Approved Sale is structured as a sale name and address of Shares, the Stockholders will sell the types and classes of securities in the same relative proportions as do Onex Investors or Affiliates of Onex Investors on the same terms and conditions (except, with respect to persons who are not accredited investors, as permitted by Section 5.2(b)) as applicable to the Majority Onex Investorsproposed transferee, (ii) the proposed amount and form of consideration (and if the Approved Sale is structured as a merger, consolidation such consideration consists in part or in whole of property other reorganizationthan cash, the Dragging Stockholders will vote provide such information, to the extent reasonably available to the Dragging Stockholders (including using reasonable efforts to obtain such information from the proposed transferee, if applicable), relating to such non-cash consideration as the other Stockholders may reasonably request in favor thereof and will not exercise any dissenters’ rights of appraisal they may have under Delaware law, order to evaluate such non-cash consideration) and (iii) the proposed Transfer date, if the Approved Sale is structured as a sale known. The Dragging Stockholders will deliver or cause to be delivered to each other Stockholder copies of all transaction documents relating to the Required Sale promptly as the same become available. (c) Each Stockholder, upon receipt of a Required Sale Notice, shall be obligated to sell or substantially otherwise Transfer all Shares held by such Stockholder and participate in the Required Sale contemplated by the Sale Proposal, to vote, if required by this Agreement or otherwise, its Shares in favor of the Company’s consolidated assetsRequired Sale at any meeting of stockholders called to vote on or approve the Required Sale and/or to consent in writing to the Required Sale, to cause any designees of such Stockholder serving on the Stockholders will Company Board to vote in favor thereof. The Stockholders will cooperate of the Required Sale in a vote among the Approved Company Board called to vote on or approve the Required Sale and will take and/or to consent in writing to the Required Sale, to waive all necessary and desirable actions dissenters’ or appraisal or similar rights, if any, in connection with the consummation of Required Sale, to enter into agreements relating to the Approved Sale Required Sale, to agree (as are reasonably requested by to itself) to make to the Majority Onex Investors, including, but not limited to, entry into customary agreements and provision of customary proposed purchaser the same representations, warranties, covenants, indemnities and agreements as the Dragging Stockholders agree to make in connection with the Required Sale, and to take or cause to be taken all other actions as may be reasonably necessary to consummate the Required Sale; provided that (x) unless otherwise agreed, a Stockholder may not be required to make representations and warranties or provide indemnities as to any other Stockholders and indemnificationa Stockholder shall not be required to make any representations and warranties (but, providedsubject to clause (z) below, that no Stockholder shall be required to enter into substantively different agreements or provide substantively different several but not joint indemnities with respect to breaches of representations and warranties made by the Company or indemnification than its Subsidiaries) about the business of the Company or its Subsidiaries, (y) no such Stockholder shall be liable for the breach of any covenant by any other Stockholder and each Stockholder’s (z) notwithstanding anything in this Section 3.5(c) to the contrary, any liability relating to representations and warranties and covenants (and related indemnities) and other indemnification obligations thereunder regarding the business of the Company or its Subsidiaries assumed in connection with the Required Sale shall be several shared by all Stockholders based on their respective Sharing Percentages and limited to in any event shall not exceed the proceeds received by such Stockholder in connection with such Approved the Required Sale. (bd) The obligations Any expenses incurred for the benefit of the Stockholders with respect Company or all Stockholders, and any indemnities, holdbacks, escrows and similar items relating to the Approved Sale are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Required Sale, all of the Stockholders will receive the same form and per Share amount of consideration for their Shares as all other Stockholders, or if any Stockholders are given an option as to the form and amount of consideration to be received, all Stockholders must be given the same option (except that the Approved Sale may provide for payment in securities, or a combination of cash and securities, to all Stockholders that are accredited investors within the meaning of Regulation D under the Securities Act and in cash to Stockholders that are not accredited investors paid or may provide Stockholders established by the Company (other than those that are accredited investors with the option relate to receive securitiesrepresentations or indemnities concerning a Stockholder’s valid ownership of its Shares free and clear of all liens, claims and encumbrances or a combination of cash Stockholder’s authority, power and securitieslegal right to enter into and consummate a purchase or merger agreement or ancillary documentation) shall be paid or established by the Stockholders in accordance with their respective Sharing Percentages. (e) The Dragging Stockholders shall, in their sole discretion, decide whether or cash while Stockholders that are not accredited investors receive cash); to pursue, consummate, postpone or abandon any Required Sale and (ii) if the Approved Sale includes a sale to a Person that is an Onex Investor or an terms and conditions thereof. No Stockholder nor any Affiliate of an Onex Investorany such Stockholder shall have any liability to any other Stockholder or the Company arising from, the holders of a majority of the voting control of the Shares held by the Other Investors may request that an appraisal of the fair market value of the securities relating to be sold and/or received (based on the fair market value of the sale of all of the Company’s outstanding capital stock as if sold in an arms-length transaction) by the Other Investors or in connection with such Approved the pursuit, consummation, postponement, abandonment or terms and conditions of any Required Sale be made by an investment banking firm of national recognition mutually agreeable to such parties, and it shall be a condition except to the consummation extent such Stockholder shall have failed to comply with the provisions of such Approved Sale to an Onex Investor or an Affiliate of an Onex Investor that such Person pay as consideration to the Other Investors the fair market value as determined pursuant to such appraisal (if such appraisal results in a valuation greater than the valuation of the consideration proposed to be delivered in connection with such Approved Sale, the Company shall pay the costs of such appraisal, otherwise the requesting Stockholders shall pay such costs)this Section 3.5. (cf) If The provisions of this Section 3.5 shall terminate upon the proposed Approved Sale involves the receipt by Stockholders completion of securities for which Section 4(2) of the Securities Act or Rule 506 (or any similar rule then in effect) promulgated by the Securities and Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the Stockholders will, at the request of the Majority Onex Investors, and to the extent required to comply with Regulation D, appoint a purchaser representative (as such term is defined in Rule 501) reasonably acceptable to the Majority Onex Investors. If any Stockholder appoints a purchaser representative designated by the Majority Onex Investors, the Company will pay the fees of such purchaser representative, but if any Stockholder declines to appoint the purchaser representative designated by the Majority Onex Investors, such holder will appoint another purchaser representative (reasonably acceptable to the Majority Onex Investors), and such holder will be responsible for the fees of the purchaser representative so appointedan IPO.

Drag Along Right. (a) Subject to Section 5.2(b), if In the Majority Onex Investors approve a Sale event that the Board of Directors of the Company (the “Approved Sale”), the Stockholders will consent to and raise no objections to the Approved Sale and (i) if the Approved Sale is structured as a sale of Shares, the Stockholders will sell the types and classes of securities in the same relative proportions as do Onex Investors or Affiliates of Onex Investors on the same terms and conditions (except, with respect to persons who are not accredited investors, as permitted by Section 5.2(b)) as applicable to the Majority Onex Investors, (ii) if the Approved Sale is structured as a merger, consolidation or other reorganization, the Stockholders will vote in favor thereof and will not exercise any dissenters’ rights of appraisal they may have under Delaware law, and (iii) if the Approved Sale is structured as a sale of all or substantially all of the Company’s consolidated assets, the Stockholders will vote in favor thereof. The Stockholders will cooperate in the Approved Sale and will take all necessary and desirable actions in connection with the consummation of the Approved Sale as are reasonably requested by the Majority Onex Investors, including, but not limited to, entry into customary agreements and provision of customary representations, warranties and indemnification, provided, that no Stockholder shall be required to enter into substantively different agreements or provide substantively different representations and warranties or indemnification than any other Stockholder and each Stockholder’s obligations thereunder shall be several and limited to the proceeds received by such Stockholder in connection with such Approved Sale. (b) The obligations of the Stockholders with respect to the Approved Sale are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all of the Stockholders will receive the same form and per Share amount of consideration for their Shares as all other Stockholders, or if any Stockholders are given an option as to the form and amount of consideration to be received, all Stockholders must be given the same option (except that the Approved Sale may provide for payment in securities, or a combination of cash and securities, to all Stockholders that are accredited investors within the meaning of Regulation D under the Securities Act and in cash to Stockholders that are not accredited investors or may provide Stockholders that are accredited investors with the option to receive securities, or a combination of cash and securities, or cash while Stockholders that are not accredited investors receive cash); and (ii) if the Approved Sale includes a sale to a Person that is an Onex Investor or an Affiliate of an Onex Investor, the holders of a majority of the voting control Series D Preferred Stock (collectively, the “Selling Investors”) approve a Sale of the Shares Company in writing, specifying that this Section 4.3 shall apply to such transaction, then the Company and each holder of Company Securities hereby agree: (a) if such Sale of the Company requires stockholder approval, with respect to all Company Securities entitled to vote in respect of such Sale of the Company that such Stockholder owns or over which such Stockholder otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all such Company Securities in favor of, and to approve and adopt, such Sale of the Company (together with any related amendment to the Amended Articles required in order to implement such Sale of the Company) and to vote in opposition to any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the Company (unless approved in writing by the Selling Investors); (b) if such Sale of the Company is a Stock Sale, to sell the same proportion of Company Securities beneficially held by such Stockholder as is being sold by the Other Selling Investors may request that an appraisal to the Person to whom the Selling Investors propose to sell their Company Securities, and on the same terms and conditions as the Selling Investors; (c) to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the Company or the Selling Investors in order to carry out the terms and provisions of this Section 4.3, including without limitation executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of liens, claims and encumbrances) and any similar or related documents; (d) not to deposit, except as provided in this Agreement, any Company Securities of the Company owned by such party in a voting trust or subject any Company Securities to any arrangement or agreement with respect to the voting of such Company Securities, unless specifically requested to do so by the acquiror in connection with the Sale of the Company; (e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale of the Company; (f) if the consideration to be paid in exchange for the Company Securities pursuant to this Section 4.3 includes any securities and due receipt thereof by any Stockholder would require under applicable law (x) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (y) the provision to any Stockholder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act of 1933, as amended, the Company may cause to be paid to any such Stockholder in lieu thereof, against surrender of the Company Securities which would have otherwise been sold by such Stockholder, an amount in cash equal to the fair market value (as determined in good faith by the Company) of the securities to be sold and/or received (based on the fair market value which such Stockholder would otherwise receive as of the sale of all date of the Company’s outstanding capital stock as if sold issuance of such securities in an arms-length transactionexchange for the Company Securities; and (g) by in the Other Investors event that the Selling Investors, in connection with such Approved Sale be made by an investment banking firm of national recognition mutually agreeable the Company, appoint a stockholder representative (the “Stockholder Representative”) with respect to such parties, and it shall be a condition to matters affecting the Stockholders under the applicable definitive transaction agreements following consummation of such Approved Sale of the Company, (x) to an Onex Investor consent to (i) the appointment of such Stockholder Representative, (ii) the establishment of any applicable escrow, expense or an Affiliate similar fund in connection with any indemnification, expense reimbursement or similar obligations, and (iii) the payment of an Onex Investor that such Person pay as consideration to Stockholder’s pro rata portion (from the Other Investors the fair market value as determined pursuant applicable escrow or expense fund or otherwise) of any and all reasonable fees and expenses to such appraisal (if such appraisal results in a valuation greater than the valuation of the consideration proposed to be delivered Stockholder Representative in connection with such Approved Sale, Stockholder Representative’s services and duties in connection with such Sale of the Company shall pay and its related service as the costs of such appraisal, otherwise the requesting Stockholders shall pay such costs). (c) If the proposed Approved Sale involves the receipt by Stockholders of securities for which Section 4(2) representative of the Securities Act Stockholders, and (y) not to assert any claim or Rule 506 (commence any suit against the Stockholder Representative or any similar rule then in effect) promulgated by the Securities and Exchange Commission may be available other Stockholder with respect to such negotiation any action or transaction (including a merger, consolidation inaction taken or other reorganization), the Stockholders will, at the request of the Majority Onex Investors, and failed to the extent required to comply with Regulation D, appoint a purchaser representative (as such term is defined in Rule 501) reasonably acceptable to the Majority Onex Investors. If any Stockholder appoints a purchaser representative designated be taken by the Majority Onex InvestorsStockholder Representative in connection with its service as the Stockholder Representative, the Company will pay the fees of such purchaser representative, but if any Stockholder declines to appoint the purchaser representative designated by the Majority Onex Investors, such holder will appoint another purchaser representative (reasonably acceptable to the Majority Onex Investors), and such holder will be responsible for the fees of the purchaser representative so appointedabsent fraud or willful misconduct.

Drag Along Right. (a) Subject to Section 5.2(b), if In the Majority Onex Investors approve event that the Board and those Stockholders holding a Sale majority in interest of the outstanding capital stock of the Company vote to approve a Change in Control, then each Stockholder hereby agrees: (i) if such Change in Control requires stockholder approval, with respect to all Shares that such Stockholder owns or over which such Stockholder otherwise exercises voting power, to vote (i) all such Shares in favor of, and adopt, such Change in Control (together with any related amendment to the Certificate required in order to implement such Change in Control), and (ii) in opposition to any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Change in Control; (ii) if such Change in Control is to be effected by sale of Company capital stock to a third party (a “Approved Stock Sale”), the Stockholders will consent to and raise no objections to the Approved Sale and (i) if the Approved Sale is structured as a sale of Shares, the Stockholders will sell the types and classes same proportion of securities shares of capital stock of the Company beneficially held by such Stockholder as is being sold by all other holders of Company capital stock and, except as permitted in the same relative proportions as do Onex Investors or Affiliates of Onex Investors Section 4.7(b), on the same terms and conditions as holders of the same class or series of Company capital stock are so selling; (exceptiii) to execute and deliver all related documentation and take such other action in support of the Change in Control as shall reasonably be requested by the Company in order to carry out the terms and provisions of this Section 4.7, including, without limitation, executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, exchange agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents; (iv) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Shares owned by such Stockholder or its Affiliate in a voting trust or subject any Shares to any arrangement or agreement with respect to persons who are the voting of such Shares, unless specifically requested to do so by the acquirer in connection with the Change in Control; (v) not accredited investors, as permitted by Section 5.2(b)) as applicable to the Majority Onex Investors, (ii) if the Approved Sale is structured as a merger, consolidation assert or other reorganization, the Stockholders will vote in favor thereof and will not exercise any dissenters’ rights or rights of appraisal they may have under Delaware law, and applicable law at any time with respect to such Change in Control; and (iiivi) if the Approved Sale is structured consideration to be paid in exchange for the Shares in any Change in Control includes any securities and due receipt thereof by any Stockholder would require under applicable law (A) the registration or qualification of such securities or of any person as a sale broker or dealer or agent with respect to such securities, or (B) the provision to any Stockholder of all or substantially all any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D, as promulgated under the Securities Act, the Company may cause to be paid to any such Stockholder in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Stockholder, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Stockholder would otherwise receive as of the date of the issuance of such securities in exchange for such Stockholder’s consolidated assetsShares. (b) Notwithstanding the foregoing Section 4.7(a), the Stockholders no Stockholder will vote in favor thereof. The Stockholders will cooperate in the Approved Sale and will take all necessary and desirable actions be required to comply with such section in connection with the consummation of the Approved Sale as are reasonably requested by the Majority Onex Investors, including, but not limited to, entry into customary agreements and provision of customary representations, warranties and indemnification, provided, that no Stockholder shall be required to enter into substantively different agreements or provide substantively different any proposed Change in Control unless: (i) any representations and warranties or indemnification than any other Stockholder and each Stockholder’s obligations thereunder shall to be several and limited to the proceeds received made by such Stockholder in connection with such Approved Sale. proposed Change in Control are limited to representations and warranties related to authority, ownership and the ability to convey title to such Stockholder’s Shares, including, without limitation, representations and warranties that (bA) The the Stockholder holds all right, title and interest in and to the Shares such Stockholder purports to hold, free and clear of all liens and encumbrances, (B) the obligations of the Stockholder in connection with the proposed Change in Control have been duly authorized, if applicable, (C) the documents to be entered into by the Stockholder have been duly executed by the Stockholder and delivered to the acquirer and are enforceable against the Stockholder in accordance with their respective terms, and (D) neither the execution and delivery of documents to be entered into in connection with such proposed Change in Control, nor the performance of the Stockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (ii) the Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with such proposed Change in Control, other than the Company (except to the extent that funds may be paid in proportion to the amount of consideration to be received by such Stockholder out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Stockholder of any of identical representations, warranties and covenants provided by all Stockholders); (iii) the liability for indemnification, if any, of such Stockholder in such proposed Change in Control and for the inaccuracy of any representations and warranties made by the Company in connection with such proposed Change in Control, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Stockholder of any of identical representations, warranties and covenants provided by all Stockholders), and is pro rata in proportion to the amount of consideration paid to such Stockholder in connection with such proposed Change in Control (in accordance with the provisions of the Certificate); (iv) the Stockholder’s liability shall be limited to such Stockholder’s applicable share (determined based on the respective proceeds payable to each Stockholder in connection with such proposed Change in Control in accordance with the provisions of the Certificate) of a negotiated aggregate indemnification amount that applies equally to all Stockholders but that in no event exceeds the amount of consideration otherwise payable to such Stockholder in connection with such proposed Change in Control, except with respect to claims related to fraud, intentional misrepresentation or willful misconduct by such Stockholder, the Approved Sale are subject liability for which need not be limited as to the satisfaction of the following conditions: such Stockholder; (iv) upon the consummation of the Approved Salesuch proposed Change in Control, all (A) each holder of each class or series of the Stockholders Company’s capital stock will receive the same form and per Share amount of consideration for their Shares shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock, (B) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by other holders in respect of their shares of Preferred Stock of such same series, (C) each holder of the Common Stock will receive the same amount of consideration per share of such Common Stock as is received by other holders in respect of their shares of the Common Stock, and (D) the aggregate consideration receivable by all other Stockholdersholders of the Preferred Stock and Common Stock shall be allocated among the holders of the Preferred Stock and Common Stock on the basis of the relative liquidation preferences, if any, set forth in the Certificate in connection with a liquidation or a Change in Control, as applicable; and (vi) subject to the foregoing subsection (v), requiring the same form of consideration to be available to the holders of any single class or series of capital stock, if any Stockholders holders of any capital stock of the Company are given an option as to the form and amount of consideration to be receivedreceived as a result of such proposed Change in Control, all Stockholders must holders of such capital stock will be given the same option (except that the Approved Sale may provide for payment in securities, or a combination of cash and securities, to all Stockholders that are accredited investors within the meaning of Regulation D under the Securities Act and in cash to Stockholders that are not accredited investors or may provide Stockholders that are accredited investors with the option to receive securities, or a combination of cash and securities, or cash while Stockholders that are not accredited investors receive cash); and (ii) if the Approved Sale includes a sale to a Person that is an Onex Investor or an Affiliate of an Onex Investor, the holders of a majority of the voting control of the Shares held by the Other Investors may request that an appraisal of the fair market value of the securities to be sold and/or received (based on the fair market value of the sale of all of the Company’s outstanding capital stock as if sold in an arms-length transaction) by the Other Investors in connection with such Approved Sale be made by an investment banking firm of national recognition mutually agreeable to such parties, and it shall be a condition to the consummation of such Approved Sale to an Onex Investor or an Affiliate of an Onex Investor that such Person pay as consideration to the Other Investors the fair market value as determined pursuant to such appraisal (if such appraisal results in a valuation greater than the valuation of the consideration proposed to be delivered in connection with such Approved Sale, the Company shall pay the costs of such appraisal, otherwise the requesting Stockholders shall pay such costs)option. (c) If the proposed Approved Sale involves the receipt by Stockholders of securities for which Section 4(2) of the Securities Act or Rule 506 (or any similar rule then in effect) promulgated by the Securities and Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the Stockholders will, at the request of the Majority Onex Investors, and to the extent required to comply with Regulation D, appoint a purchaser representative (as such term is defined in Rule 501) reasonably acceptable to the Majority Onex Investors. If any Stockholder appoints a purchaser representative designated by the Majority Onex Investors, the Company will pay the fees of such purchaser representative, but if any Stockholder declines to appoint the purchaser representative designated by the Majority Onex Investors, such holder will appoint another purchaser representative (reasonably acceptable to the Majority Onex Investors), and such holder will be responsible for the fees of the purchaser representative so appointed.

Drag Along Right. (a) Subject to Section 5.2(b), if the Majority Onex Investors approve a Sale of the Company (the “Approved Sale”"APPROVED SALE"), the Stockholders will consent to and raise no objections to the Approved Sale and (i) if the Approved Sale is structured as a sale of Shares, the Stockholders will sell the types and classes of securities in the same relative proportions as do Onex Investors or Affiliates of Onex Ones Investors on the same terms and conditions (except, with respect to persons who are not accredited investors, as permitted approved by Section 5.2(b)) as applicable to the Majority Onex Investors, (ii) if the Approved Sale is structured as a merger, consolidation or other reorganization, the Stockholders will vote in favor thereof and will not exercise any dissenters’ ' rights of appraisal they may have under Delaware law, and (iii) if the Approved Sale is structured as a sale of all or substantially all of the Company’s 's consolidated assets, the Stockholders will vote in favor thereof. The Stockholders will use their best efforts to cooperate in the Approved Sale and will take all necessary and desirable actions in connection with the consummation of the Approved Sale as are reasonably requested by the Majority Onex Investors, including, but not limited to, entry into customary agreements and provision of customary representations, warranties and indemnification, provided, that no Stockholder shall be required to enter into substantively different agreements or provide substantively different representations and warranties or indemnification than any other Stockholder and each Stockholder’s 's obligations thereunder shall be several and limited to the proceeds received by such Stockholder in connection with such Approved Sale. (b) The obligations of the Stockholders with respect to the Approved Sale are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all of the Stockholders will receive the same form and per Share amount of consideration for their Shares as all other Stockholders, or if any Stockholders are given an option as to the form and amount of consideration to be received, all Stockholders must be given the same option (except that the Approved Sale may provide for payment in securities, or a combination of cash and securities, to all Stockholders that are accredited investors within the meaning of Regulation D under the Securities Act and in cash to Stockholders that are not accredited investors or may provide Stockholders that are accredited investors with the option to receive securities, or a combination of cash and securities, or cash while Stockholders that are not accredited investors receive cash); and (ii) if the Approved Sale includes a sale to a Person that is an Onex Investor or an Affiliate of an Onex Investor, the holders of a majority of the voting control of the Shares held by the Other Investors may request that an appraisal of the fair market value of the securities to be sold and/or received (based on the fair market value of the sale of all of the Company’s 's outstanding capital stock as if sold in an arms-length transactionstock, without regard to any control premium or liquidity or minority discount) by the Other Investors in connection with such Approved Sale be made by an investment banking firm of national recognition mutually agreeable to such parties, and it shall be a condition to the consummation of such Approved Sale to an Onex Investor or an Affiliate of an Onex Investor that such Person pay as consideration to the Other Investors the fair market value as determined pursuant to such appraisal (if such appraisal results in a valuation greater than the valuation of the consideration proposed to be delivered in connection with such Approved Sale, the Company shall pay the costs of such appraisal, otherwise the requesting Stockholders shall pay such costs). (c) If the proposed Approved Sale involves the receipt by Stockholders of securities for which Section 4(2) of the Securities Act of 1933 or Rule 506 (or any similar rule then in effect) promulgated by the Securities and Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the Stockholders will, at the request of the Majority Onex Investors, and to the extent required to comply with Regulation D, appoint a purchaser representative (as such term is defined in Rule 501) reasonably acceptable to the Majority Onex Investors. If any Stockholder appoints a purchaser representative designated by the Majority Onex Investors, the Company will pay the fees of such purchaser representative, but if any Stockholder declines to appoint the purchaser representative designated by the Majority Onex Investors, such holder will appoint another purchaser representative (reasonably acceptable to the Majority Onex Investors), and such holder will be responsible for the fees of the purchaser representative so appointed.

Drag Along Right. (a) Subject to Section 5.2(b), if In the Majority Onex Investors approve event that holders of more than two-thirds (2/3) of the then outstanding shares of Common Stock and a Sale majority of the members of the Board of Directors of the Company approve the sale of the Company and in connection therewith the Board determines in good faith and in a commercially reasonable manner that the sale is in the best interests of the Company and its stockholders (the an “Approved SaleTransfer”), the Stockholders will consent to and raise no objections to the Approved Sale Transfer of the Company and (i) if the Approved Sale Transfer of the Company is structured as a sale of Sharesstock, the Stockholders will agree to sell the types and classes all of securities their Capital Stock in the same relative proportions as do Onex Investors or Affiliates of Onex Investors Company on the same terms and conditions (except, approved by the Board of Directors with respect to persons who are not accredited investors, as permitted by Section 5.2(b)) as applicable to the Majority Onex Investorsall holders of Capital Stock, (ii) if the Approved Sale Transfer of the Company is structured as a merger, consolidation or other reorganization, the Stockholders will vote in favor thereof and will not exercise any dissenters’ rights of appraisal they it may have under Delaware lawthe laws of the State of Nevada, and (iii) if the Approved Sale Transfer of the Company is structured as a sale of all or substantially all of the assets of the Company’s consolidated assets, the Stockholders will vote in favor thereof. The Stockholders will use their reasonable best efforts to cooperate in the Approved Sale Transfer of the Company and will take all necessary and desirable actions in connection with the consummation of the Approved Sale Transfer of the Company as are reasonably requested by the Majority Onex InvestorsBoard of Directors, including, but not limited to, entry into customary agreements and the provision of reasonable and customary representations, representations and warranties and indemnification, in relation to the Stockholders’ Capital Stock in the Company; provided, however, that no Stockholder the Stockholders shall not be required to enter into substantively different agreements or incur any out-of-pocket expenses in connection with such Approved Transfer of the Company which are not reimbursed by the Company; and provided further that the Stockholders shall not be required to provide substantively different representations and more onerous representations, warranties or indemnification than any other Stockholder and each Stockholder’s obligations thereunder shall be several and limited to the proceeds received by such Stockholder in connection with such Approved Sale. (b) Not less than thirty (30) days prior to the date proposed for the closing of any Approved Transfer, the Company shall give written notice to the Stockholders, setting forth in reasonable detail the name or names of the purchaser, the terms and conditions of the Approved Transfer, including the purchase price, and the proposed closing date. (c) The obligations of the Stockholders with respect to the Approved Sale Transfer of the Company are also subject to the satisfaction of the following conditions: (i) condition that upon the consummation of the Approved SaleTransfer of the Company, all of the Stockholders holders of Capital Stock of the Company will have the right to receive the same form and per Share amount of consideration for their Shares shares of Capital Stock as all other Stockholders, or if any Stockholders are given an option as to the form and amount holders of consideration to be received, all Stockholders must be given the same option (except that the Approved Sale may provide for payment in securities, or a combination of cash and securities, to all Stockholders that are accredited investors within the meaning of Regulation D under the Securities Act and in cash to Stockholders that are not accredited investors or may provide Stockholders that are accredited investors with the option to receive securities, or a combination of cash and securities, or cash while Stockholders that are not accredited investors receive cash); and (ii) if the Approved Sale includes a sale to a Person that is an Onex Investor or an Affiliate of an Onex Investor, the holders of a majority of the voting control of the Shares held by the Other Investors may request that an appraisal of the fair market value of the securities to be sold and/or received (based on the fair market value of the sale of all of the Company’s outstanding capital stock as if sold in an arms-length transaction) by the Other Investors in connection with such Approved Sale be made by an investment banking firm of national recognition mutually agreeable to such parties, and it shall be a condition to the consummation of such Approved Sale to an Onex Investor or an Affiliate of an Onex Investor that such Person pay as consideration to the Other Investors the fair market value as determined pursuant to such appraisal (if such appraisal results in a valuation greater than the valuation of the consideration proposed to be delivered in connection with such Approved Sale, the Company shall pay the costs of such appraisal, otherwise the requesting Stockholders shall pay such costs)classes. (c) If the proposed Approved Sale involves the receipt by Stockholders of securities for which Section 4(2) of the Securities Act or Rule 506 (or any similar rule then in effect) promulgated by the Securities and Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the Stockholders will, at the request of the Majority Onex Investors, and to the extent required to comply with Regulation D, appoint a purchaser representative (as such term is defined in Rule 501) reasonably acceptable to the Majority Onex Investors. If any Stockholder appoints a purchaser representative designated by the Majority Onex Investors, the Company will pay the fees of such purchaser representative, but if any Stockholder declines to appoint the purchaser representative designated by the Majority Onex Investors, such holder will appoint another purchaser representative (reasonably acceptable to the Majority Onex Investors), and such holder will be responsible for the fees of the purchaser representative so appointed.

Drag Along Right. (a) Subject to Section 5.2(b)If, if after the Majority Onex Investors approve a Sale expiration of the Lock-Out Period, the Morgans Parties receive a ROFO Offer Notice from any DLJMB Party or DLJ UTH pursuant to which the DLJMB Parties or one or more DLJ UTHs desire to Transfer in a single transaction or series of related transactions more than an aggregate fifty-one percent (51%) Membership Interest in the Company in an arm’s-length transaction to a bona fide third party that is not an Affiliate of DLJMB (the an “Approved Sale”), the Stockholders will consent to ) and raise no objections to the Approved Sale and either (i) if the Approved Sale is structured as Morgans Parties elect not to submit a sale of SharesROFO Offer during the applicable ROFO Offer Period or (ii) the DLJMB Parties or such DLJ UTHs do not accept a ROFO Offer from the Morgans Parties, in each case subject to and in accordance with Section 9.4, the Stockholders will DLJMB Parties can require the Morgans Parties to sell the types and classes same ratable share of securities in their Membership Interests as is being sold by the same relative proportions as do Onex Investors or Affiliates of Onex Investors DLJMB Parties (based upon the total Membership Interests held by all DLJMB Parties at such time) on the same terms and conditions (except“Drag-Along Right”). If the consummation of the Approved Sale would result in the Transfer of 100% of the Membership Interests of the Company, with respect then DLJMB may in its sole discretion elect to persons who are cause the Company to structure the Approved Sale as a merger or consolidation or as a sale of the Company’s assets; provided that such structure would not accredited investors, have a disproportionate adverse effect on the after-tax amount of consideration the Morgans Parties (as permitted by Section 5.2(b)) as applicable compared to the Majority Onex Investors, (iiDLJMB Parties) if would receive as a result of the Approved Sale that complies with the requirements of this Section 9.5. If such Approved Sale is structured as a merger(x) merger or consolidation, consolidation or other reorganization, the Stockholders will vote in favor thereof and will then each Morgans Party shall not exercise have any dissenters’ rights, appraisal rights of appraisal they may have under Delaware law, and or similar rights in connection with such merger or consolidation or (iiiy) if the Approved Sale is structured as a sale of all assets, then each Morgans Party shall vote for or substantially all consent to any subsequent liquidation or other distribution of the Company’s consolidated assetsproceeds therefrom in accordance with Section 12.2(c). The Morgans Parties agree to consent to and raise no objections against an Approved Sale. In the event of the exercise by the DLJMB Parties of their Drag-Along Right pursuant to this Section 9.5, the Stockholders will vote in favor thereof. The Stockholders will cooperate in the Approved Sale and will Morgans Parties shall take all reasonably necessary and desirable actions approved by the DLJMB Parties in connection with the consummation of the Approved Sale as are reasonably requested by Sale, including the Majority Onex Investors, including, but not limited to, entry into customary execution of such agreements and provision of such instruments and other actions reasonably necessary to provide customary and reasonable representations, warranties warranties, indemnities, covenants, conditions and indemnification, other agreements relating to such Approved Sale and to otherwise effect the transaction; provided, however, that no Stockholder (A) the Morgans Parties shall not be required to give disproportionately greater or more onerous representations, warranties, indemnities or covenants than the DLJMB Parties or their Affiliates or to enter into substantively different agreements any covenants restricting the current or provide substantively different representations future scope or location of its business and warranties or indemnification than any other Stockholder (B) the applicable acquisition agreement shall include representations, warranties, indemnities, covenants and each Stockholder’s obligations thereunder shall be several and limited remedies for the benefit of the Morgans Parties to the proceeds received same extent (on a proportionate basis in accordance with each Member’s Interest being sold in such transaction) as those provided by such Stockholder in connection with the applicable buyer or its Affiliates for the benefit of the DLJMB Parties or their Affiliates. Upon the consummation of such Approved Sale. (b) The obligations of , the Stockholders with respect to the Approved Sale are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all of the Stockholders will Morgans Parties shall receive the same form and per Share amount of consideration for their Shares as all other StockholdersInterests or, or if any Stockholders are given an option is given as to the form and or amount of consideration to be receivedconsideration, all Stockholders must the Morgans Parties shall be given the same option (except that the Approved Sale may provide for payment in securities, or a combination of cash and securities, to all Stockholders that are accredited investors within the meaning of Regulation D under the Securities Act and in cash to Stockholders that are not accredited investors or may provide Stockholders that are accredited investors with the option to receive securities, or a combination of cash and securities, or cash while Stockholders that are not accredited investors receive cash); and (ii) if the Approved Sale includes a sale to a Person that is an Onex Investor or an Affiliate of an Onex Investor, the holders of a majority of the voting control of the Shares held by the Other Investors may request that an appraisal of the fair market value of the securities to be sold and/or received (based on the fair market value of the sale of all of the Company’s outstanding capital stock as if sold in an arms-length transaction) by the Other Investors in connection with such Approved Sale be made by an investment banking firm of national recognition mutually agreeable to such partiesoption, and it shall be a condition to the consummation of will receive such Approved Sale to an Onex Investor or an Affiliate of an Onex Investor that such Person pay as consideration to the Other Investors the fair market value as determined pursuant to such appraisal (if such appraisal results in a valuation greater than the valuation of the consideration proposed to be delivered in connection with such Approved Sale, the Company shall pay the costs of such appraisal, otherwise the requesting Stockholders shall pay such costs). (c) If the proposed Approved Sale involves the receipt by Stockholders of securities for which Section 4(2) of the Securities Act or Rule 506 (or any similar rule then in effect) promulgated by the Securities and Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the Stockholders will, at the request of same time as the Majority Onex Investors, and to the extent required to comply with Regulation D, appoint a purchaser representative (as such term is defined in Rule 501) reasonably acceptable to the Majority Onex Investors. If any Stockholder appoints a purchaser representative designated by the Majority Onex Investors, the Company will pay the fees of such purchaser representative, but if any Stockholder declines to appoint the purchaser representative designated by the Majority Onex Investors, such holder will appoint another purchaser representative (reasonably acceptable to the Majority Onex Investors), and such holder will be responsible for the fees of the purchaser representative so appointedDLJMB Parties or their Affiliates.

Drag Along Right. (a) Subject to Section 5.2(b)paragraph (b) below, if the Majority Onex Investors approve Board approves a Sale of the Company (the “"Approved Sale”"), the Stockholders will consent to and raise no objections to the Approved Sale of the Company and (i) if the Approved Sale of the Company is structured as a sale of Sharesstock, the Stockholders will agree to sell the types all of their Common Stock and classes of securities in the same relative proportions as do Onex Investors or Affiliates of Onex Investors rights to acquire Common Stock on the same terms and conditions (except, with respect to persons who are not accredited investors, as permitted approved by Section 5.2(b)) as applicable to the Majority Onex InvestorsBoard, (ii) if the Approved Sale of the Company is structured as a merger, consolidation or other reorganization, the Stockholders will vote in favor thereof (to the extent they are entitled to vote) and will not exercise any dissenters’ ' rights of appraisal they may have under Delaware law, and (iii) if the Approved Sale of the Company is structured as a sale of all or substantially all of the Company’s 's consolidated assets, the Stockholders will vote in favor thereofthereof (to the extent they are entitled to vote). The Stockholders will use their best efforts to cooperate in the Approved Sale of the Company and will take all necessary and desirable actions in connection with the consummation of the Approved Sale of the Company as are reasonably requested by the Majority Onex InvestorsBoard, including, but not limited to, entry into customary agreements and the provision of customary representations, representations and warranties or indemnifications; provided that the Stockholders shall not be required to incur any out-of-pocket expenses in connection with such Approved Sale of the Company which are not reimbursed by the Company; and indemnification, provided, provided further that no Stockholder shall be required to enter into substantively different agreements or provide substantively different representations and warranties or indemnification than any other Stockholder and that each Stockholder’s 's obligations thereunder shall be several and limited to the proceeds received by such Stockholder in connection with such Approved Sale. (b) The obligations of the Stockholders with respect to the Approved Sale of the Company are also subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved SaleSale of the Company, all of the Stockholders holders of each class of Common Stock will receive the same form and per Share amount of consideration for their Shares Common Stock as all other Stockholdersholders of the same class of Common Stock, or if any Stockholders are given an option as to the form and amount of consideration to be received, all Stockholders must holders of the same class of Common Stock will be given the same option option; (except that ii) the Approved Sale may provide for payment in securities, or a combination price per share of cash and securities, to all Stockholders that are accredited investors within the meaning of Regulation D under the Securities Act and Common Stock will be payable in cash to Stockholders that are not accredited investors or may provide Stockholders that are accredited investors publicly traded securities and will be on terms consistent with the option rights and preferences set forth in the Company's Certificate of Incorporation as is reasonably determined by the holders of at least a majority of the shares of Class D common voting as a separate class, the holders of at least a majority of the Class B Common voting as a separate class, and the holders of at least a majority of the shares of Class C Common voting as a separate class, and if such classes cannot agree, by an investment banking firm of national recognition mutually agreeable to receive securitiessuch parties, or a combination of cash and securities, or cash while Stockholders that are not accredited investors receive cash)whose determination shall be conclusive; and (iiiii) if the Approved Sale includes a sale is to a Person that is not an Onex Investor or an Affiliate of an Onex InvestorIndependent Third Party, the holders of a majority of the voting control of the Shares Common Stock held by the Other Investors Stockholders may request that an appraisal of the fair market value of the securities to be sold and/or received (based on the fair market value of the sale of all of the Company’s outstanding capital stock as if sold in an arms-length transaction) by the Other Investors Stockholders in connection with such Approved Sale be made by an investment banking firm of national recognition mutually agreeable to such parties, whose determination shall be binding upon the Company and the Other Stockholders, and it shall be a condition to the consummation of such Approved Sale to a Person that is not an Onex Investor or an Affiliate of an Onex Investor Independent Third Party that such Person pay as consideration to the Other Investors Stockholders the fair market value as determined pursuant to such appraisal (if such appraisal results in a valuation greater than the valuation of the consideration proposed to be delivered in connection with such Approved Sale, the Company shall pay the costs of such appraisal, otherwise the requesting Stockholders shall pay such costs). (c) If the proposed Approved Sale involves the receipt by Stockholders of securities Company enters into any negotiation or transaction for which Section 4(2) of the Securities Act or Rule 506 (or any similar rule then in effect) promulgated by the Securities and Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the Stockholders will, at the request of the Majority Onex InvestorsBoard, and to the extent required to comply with Regulation DRule 501, appoint a purchaser representative (as such term is defined in Rule 501) reasonably acceptable to the Majority Onex InvestorsBoard. If any Stockholder appoints a the purchaser representative designated by the Majority Onex InvestorsBoard, the Company will pay the fees of such purchaser representative, but if any Stockholder declines to appoint the purchaser representative designated by the Majority Onex InvestorsBoard, such holder will appoint another purchaser representative (reasonably acceptable to the Majority Onex InvestorsBoard), and such holder will be responsible for the fees of the purchaser representative so appointed. (e) The provisions of this Section 5.3 shall terminate automatically and be of no further force and effect upon the consummation of a Public Offering.

Drag Along Right. 13.3.1 Should the holders of more than fifty percent (a50%) Subject to Section 5.2(b), if the Majority Onex Investors approve a Sale of all Shares in the Company (collectively the “Approved SaleSelling Shareholder(s)”), the Stockholders will consent ) propose in good faith to and raise no objections to the Approved Sale and (i) if the Approved Sale is structured as a sale of Shares, the Stockholders will sell the types and classes of securities in the same relative proportions as do Onex Investors or Affiliates of Onex Investors on the same terms and conditions (except, with respect to persons who are not accredited investors, as permitted by Section 5.2(b)) as applicable to the Majority Onex Investors, (ii) if the Approved Sale is structured as a merger, consolidation or other reorganization, the Stockholders will vote in favor thereof and will not exercise any dissenters’ rights of appraisal they may have under Delaware law, and (iii) if the Approved Sale is structured as a sale of Transfer all or substantially all of the Company’s consolidated assets, the Stockholders will vote in favor thereof. The Stockholders will cooperate in the Approved Sale and will take all necessary and desirable actions in connection with the consummation of the Approved Sale as are reasonably requested by the Majority Onex Investors, including, but not limited to, entry into customary agreements and provision of customary representations, warranties and indemnification, provided, that no Stockholder shall be required to enter into substantively different agreements or provide substantively different representations and warranties or indemnification than any other Stockholder and each Stockholder’s obligations thereunder shall be several and limited to the proceeds received by such Stockholder in connection with such Approved Sale. (b) The obligations of the Stockholders with respect to the Approved Sale are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all of the Stockholders will receive the same form and per Share amount of consideration for their Shares as all other Stockholders, or if any Stockholders are given an option as to the form and amount of consideration to be received, all Stockholders must be given the same option (except that the Approved Sale may provide for payment in securities, or a combination of cash and securities, to all Stockholders that are accredited investors within the meaning of Regulation D under the Securities Act and in cash to Stockholders that are not accredited investors or may provide Stockholders that are accredited investors with the option to receive securities, or a combination of cash and securities, or cash while Stockholders that are not accredited investors receive cash); and (ii) if the Approved Sale includes a sale to a Person that is an Onex Investor or an Affiliate of an Onex Investor, the holders of a majority of the voting control of the Shares held by such Selling Shareholders or an Asset Sale to one or more bona fide arms-length third party purchaser(s) prior to the Other Investors may request that an appraisal sale of the fair market value Second Tranche Shares (the “Earn-In Period”) with a valuation of all Shares in the Company exceeding EUR 15,000,000 or valuation of the securities Asset Sale exceeding EUR 15,000,000, then all the other Shareholders shall be obligated to Transfer all of their Shares (or, if the third party purchaser wishes to execute an Asset Sale, the Selling Shareholders will have the right to require that the Company and the other Shareholders will cause such Asset Sale to be sold and/or received executed) to such third party purchaser(s) with the same price as agreed to by the Selling Shareholders (based on the fair market value “Drag-Along Right”). After the end of the Earn-In Period until the exercise of the Third Option, the Financier shall decide any Drag-Along Right sale, but the prior written consent to any proposed Drag-Along Right sale shall be required from the Founders should the valuation in a Drag-Along Right sale of all Shares in the Company or valuation of an Asset Sale be less than EUR 7,500,000. The Parties shall have an obligation to do all reasonable acts (including actions at the General Meetings and at the meetings of the Board) so as to safeguard the completion of the sale of all Shares or Asset Sale as efficiently as possible. The Parties hereby waive any redemption rights and commit to give consent under the Articles should the Selling Shareholders use their Drag-Along Right as set out above. 13.3.2 In case of a Drag-Along Right sale, the Parties agree that the definitive agreements to be entered into with the acquirer(s) shall contain terms and conditions, satisfactory to the Royalty Holders at their sole discretion, according to which the Company and the acquirer(s) unconditionally and irrevocable confirm that the Royalty Holder(s)’ Net Metals Royalty shall continue to bind the Company as well as the acquirer(s) as set out in this Agreement and the Royalty Holder(s) may also require the Pledge as set out in Section 9.8.1 above. 13.3.3 For the purposes of the Drag-Along Right, the “Minority Owner(s)” means a Party owning less than 50 % of all Shares in the Company and the “Majority Owner(s)” means a Party owning more than 50 % of all Shares in the Company’s outstanding capital stock as if sold in an arms-length transaction) by , however the Other Investors in connection with such Approved Sale be made by an investment banking firm of national recognition mutually agreeable to such parties, and it Founders’ ownership shall be a condition to calculated collectively. Accordingly, the consummation of such Approved Sale to an Onex Investor or an Affiliate of an Onex Investor that such Person pay as consideration to Founders shall be the Other Investors Majority Owners until the fair market value as determined pursuant to such appraisal (if such appraisal results in a valuation greater than the valuation sale of the consideration proposed Second Tranche Shares and thereafter the Financier shall be the Majority Owner. In case of Drag-Along Right sale, the Parties agree that the terms and conditions to be delivered given in connection with such Approved Salethe definitive agreements shall be the same in respect of all sellers, the Company shall pay the costs of such appraisal, otherwise the requesting Stockholders shall pay such costs). (c) If the proposed Approved Sale involves the receipt by Stockholders of securities for which Section 4(2) of the Securities Act or Rule 506 (or any similar rule then in effect) promulgated by the Securities and Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the Stockholders will, at the request of the Majority Onex Investors, and to the extent required to comply with Regulation D, appoint a purchaser representative (as such term is defined in Rule 501) reasonably acceptable to the Majority Onex Investors. If any Stockholder appoints a purchaser representative designated by the Majority Onex Investors, the Company will pay the fees of such purchaser representative, but if any Stockholder declines to appoint the purchaser representative designated by the Majority Onex Investors, such holder will appoint another purchaser representative (reasonably acceptable to the Majority Onex Investors), and such holder will be responsible for the fees of the purchaser representative so appointed.except that:

Drag Along Right. In the event that (a) Subject the Board of Directors, (b) holders of a majority of the then outstanding shares of Common Stock and Preferred Stock (voting together as a single class on an as-converted basis), (c) holders of a majority of the then outstanding shares of Common Stock held by the Founder Holders (voting as a separate class) and (d) solely if the holders of Series D Preferred Stock or Series E Preferred Stock have a separate approval right pursuant to Section 5.2(b6(b)(i) or 6(c)(i) of Article IV of the Restated Charter, holders of a majority of the then outstanding shares of Series D Preferred Stock or Series E Preferred Stock, as applicable (in each case, voting as a separate class on an as-converted basis) (collectively, the “Requisite Parties”), if approve (i) a transaction or series of related transactions in which an individual or entity or group of related individuals or entities acquires from the Majority Onex Investors approve a Sale stockholders of the Company shares representing more than 50% of the outstanding voting power of the Company (a “Stock Sale”) or (ii) a Deemed Liquidation Event (each, a “Sale of the “Approved SaleCompany”), each of the Stockholders will agrees: 6.1 to consent to to, vote for and raise no objections to the Approved Sale of the Company and any matter that could reasonably be expected to facilitate such Sale of the Company (iincluding without limitation any amendment to the Restated Charter), and to vote against any proposal for any financing, recapitalization, merger, sale of assets or other business combination (other than such Sale of the Company) that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the Company; 6.2 if the Approved Sale is structured as a sale of Shares, the Stockholders will sell the types and classes of securities in the same relative proportions as do Onex Investors or Affiliates of Onex Investors on the same terms and conditions (except, with respect to persons who are not accredited investors, as permitted by Section 5.2(b)) as applicable to the Majority Onex Investors, (ii) if the Approved Sale Company is structured as a merger, consolidation or other reorganizationasset sale, the Stockholders will vote to waive any dissenters rights, appraisal rights or similar rights in favor thereof and will not exercise any dissenters’ rights of appraisal they may have under Delaware law, and (iii) connection with such transaction; 6.3 if the Approved Sale of the Company is structured as a sale of all or substantially all Stock Sale, to sell such Stockholder’s shares of the Company’s consolidated assetsCompany on the terms and conditions approved by the Requisite Parties, provided that such terms do not provide that the Stockholders will vote in favor thereof. The Stockholders will cooperate Stockholder would receive less than the amount that would be distributed to such Stockholder in the Approved event the proceeds of the Sale and will of the Company were distributed in accordance with the Restated Charter then in effect; and 6.4 to take all necessary and desirable actions approved by the Requisite Parties in connection with the consummation of the Approved Sale as are reasonably requested by of the Majority Onex InvestorsCompany, including, but not limited to, entry into customary including the execution of such agreements and provision such instruments and other actions reasonably necessary to provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to the Sale of customary the Company; provided, that the liability for indemnification, if any, of each Stockholder in such Sale of the Company is several and not joint (except to the extent that funds may be paid out of an escrow established to cover breaches of representations, warranties and indemnificationcovenants of the Company as well as breach by any stockholder of any identical representations, warranties and covenants provided by all stockholders), is pro rata based on the consideration payable to each Stockholder in the Sale of the Company, and will not exceed the consideration payable to such Stockholder in the Sale of the Company, except, in each case, in the case of liability for fraud by such Stockholder; provided, that further, in no Stockholder shall event will Durable, Revolution Growth, D1, Lone Pine, any Fidelity Investor or any X. Xxxx Price Investor, or any of their respective Affiliates, be required to enter into substantively different agreements any non-competition, non-solicitation or provide substantively different representations and warranties similar agreement, or indemnification any release of claims other than any other Stockholder and each those arising solely in such Stockholder’s obligations thereunder shall be several and limited to the proceeds received by such Stockholder in connection with such Approved Sale. (b) The obligations capacity as a stockholder of the Stockholders with respect to the Approved Sale are subject to the satisfaction of the following conditions: (i) Company; provided, further, upon the consummation of the Approved Sale, all Sale of the Stockholders Company (i) each holder of each class or series of the Company’s stock will receive the same form and per Share amount of consideration for their Shares shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock, (ii) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by other holders in respect of their shares of such same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) the aggregate consideration receivable by all other Stockholdersholders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the amount of consideration the holders of Preferred Stock and Common Stock are entitled in a Deemed Liquidation Event (assuming for this purpose that the Sale of the Company is a Deemed Liquidation Event) in accordance with the Company’s Certificate of Incorporation in effect immediately prior to the Sale of the Company; provided, or further, that subject to the immediately preceding proviso, requiring the same form of consideration to be available to the holders of any capital stock, if any Stockholders holders of any single class or series of capital stock of the Company are given an option as to the form and amount of consideration to be receivedreceived as a result of the Sale of the Company, all Stockholders must holders of capital stock will be given the same option (except option; provided, however, that the Approved Sale may provide for payment nothing in securities, or a combination of cash and securities, to all Stockholders that are accredited investors within the meaning of Regulation D under the Securities Act and in cash to Stockholders that are not accredited investors or may provide Stockholders that are accredited investors with the option this proviso shall entitle any holder to receive securitiesany form of consideration that such holder would be ineligible to receive as a result of such holder’s failure to satisfy any condition, requirement or a combination limitation that is generally applicable to the Company’s stockholders; provided, that, with respect to any holder of cash Series H Preferred Stock, the per-share proceeds payable to such Stockholder in the Sale of the Company in respect of such Series H Preferred Stock will be at least the Original Series H Price (as defined in the Restated Charter) (as adjusted for stock splits, stock dividends and securitiessimilar recapitalization events), notwithstanding anything herein to the contrary; provided, further, that with respect to any holder of Series I Preferred Stock, the per-share proceeds payable to such Stockholder in the Sale of the Company in respect of such Series I Preferred Stock will be at least the Original Series I Price (as defined in the Restated Charter) (as adjusted for stock splits, stock dividends and similar recapitalization events), notwithstanding anything herein to the contrary; provided, further, that with respect to any holder of Series J Preferred Stock, the per-share proceeds payable to such Stockholder in the Sale of the Company in respect of such Series J Preferred Stock will be at least the Original Series J Price (as defined in the Restated Charter) (as adjusted for stock splits, stock dividends and similar recapitalization events), notwithstanding anything herein to the contrary. The provisions of this Section 6 shall terminate and be of no further force and effect immediately upon the closing of (i) the IPO or cash while Stockholders that are not accredited investors receive cash); and (ii) if a Deemed Liquidation Event; provided, that the Approved provisions of this Section 6 will continue after the closing of any Sale includes a sale to a Person that is an Onex Investor or an Affiliate of an Onex Investor, the holders of a majority of the voting control of the Shares held by the Other Investors may request that an appraisal of the fair market value of the securities to be sold and/or received (based on the fair market value of the sale of all of the Company’s outstanding capital stock as if sold in an arms-length transaction) by the Other Investors in connection with such Approved Sale be made by an investment banking firm of national recognition mutually agreeable to such parties, and it shall be a condition Company to the consummation extent necessary to enforce the provisions of such Approved Sale to an Onex Investor or an Affiliate of an Onex Investor that such Person pay as consideration to the Other Investors the fair market value as determined pursuant to such appraisal (if such appraisal results in a valuation greater than the valuation of the consideration proposed to be delivered in connection with such Approved Sale, the Company shall pay the costs of such appraisal, otherwise the requesting Stockholders shall pay such costs). (c) If the proposed Approved Sale involves the receipt by Stockholders of securities for which this Section 4(2) of the Securities Act or Rule 506 (or any similar rule then in effect) promulgated by the Securities and Exchange Commission may be available 6 with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the Stockholders will, at the request Sale of the Majority Onex Investors, and to the extent required to comply with Regulation D, appoint a purchaser representative (as such term is defined in Rule 501) reasonably acceptable to the Majority Onex Investors. If any Stockholder appoints a purchaser representative designated by the Majority Onex Investors, the Company will pay the fees of such purchaser representative, but if any Stockholder declines to appoint the purchaser representative designated by the Majority Onex Investors, such holder will appoint another purchaser representative (reasonably acceptable to the Majority Onex Investors), and such holder will be responsible for the fees of the purchaser representative so appointedCompany.

Drag Along Right. (a) Subject to Section 5.2(b)If, if after the Majority Onex Investors approve a Sale expiration of the Lock-Out Period, the Morgans Parties receive a ROFO Offer Notice from any DLJMB Party or DLJ UTH pursuant to which the DLJMB Parties or one or more DLJ UTHs desire to Transfer in a single transaction or series of related transactions more than an aggregate fifty-one percent (51%) Membership Interest in the Company in an arm’s-length transaction to a bona fide third party that is not an Affiliate of DLJMB (the an “Approved Sale”), the Stockholders will consent to ) and raise no objections to the Approved Sale and either (i) if the Approved Sale is structured as Morgans Parties elect not to submit a sale of SharesROFO Offer during the applicable ROFO Offer Period or (ii) the DLJMB Parties or such DLJ UTHs do not accept a ROFO Offer from the Morgans Parties, in each case subject to and in accordance with Section 9.4, the Stockholders will DLJMB Parties can require the Morgans Parties to sell the types and classes same ratable share of securities in their Membership Interests as is being sold by the same relative proportions as do Onex Investors or Affiliates of Onex Investors DLJMB Parties (based upon the total Membership Interests held by all DLJMB Parties at such time) on the same terms and conditions (except“Drag-Along Right”). If the consummation of the Approved Sale would result in the Transfer of 100% of the Membership Interests of the Company, with respect then DLJMB may in its sole discretion elect to persons who are cause the Company to structure the Approved Sale as a merger or consolidation or as a sale of the Company’s assets; provided that such structure would not accredited investors, have a disproportionate adverse effect on the after-tax amount of consideration the Morgans Parties (as permitted by Section 5.2(b)) as applicable compared to the Majority Onex Investors, (iiDLJMB Parties) if would receive as a result of the Approved Sale that complies with the requirements of this Section 9.5. If such Approved Sale is structured as a merger(x) merger or consolidation, consolidation or other reorganization, the Stockholders will vote in favor thereof and will then each Morgans Party shall not exercise have any dissenters’ rights, appraisal rights of appraisal they may have under Delaware law, and or similar rights in connection with such merger or consolidation or (iiiy) if the Approved Sale is structured as a sale of all assets, then each Morgans Party shall vote for or substantially all consent to any subsequent liquidation or other distribution of the Company’s consolidated assetsproceeds therefrom in accordance with Section 12.2(b). The Morgans Parties agree to consent to and raise no objections against an Approved Sale. In the event of the exercise by the DLJMB Parties of their Drag-Along Right pursuant to this Section 9.5, the Stockholders will vote in favor thereof. The Stockholders will cooperate in the Approved Sale and will Morgans Parties shall take all reasonably necessary and desirable actions approved by the DLJMB Parties in connection with the consummation of the Approved Sale as are reasonably requested by Sale, including the Majority Onex Investors, including, but not limited to, entry into customary execution of such agreements and provision of such instruments and other actions reasonably necessary to provide customary and reasonable representations, warranties warranties, indemnities, covenants, conditions and indemnification, other agreements relating to such Approved Sale and to otherwise effect the transaction; provided, however, that no Stockholder (A) the Morgans Parties shall not be required to give disproportionately greater or more onerous representations, warranties, indemnities or covenants than the DLJMB Parties or their Affiliates or to enter into substantively different agreements any covenants restricting the current or provide substantively different representations future scope or location of its business and warranties or indemnification than any other Stockholder (B) the applicable acquisition agreement shall include representations, warranties, indemnities, covenants and each Stockholder’s obligations thereunder shall be several and limited remedies for the benefit of the Morgans Parties to the proceeds received same extent (on a proportionate basis in accordance with each Member’s Interest being sold in such transaction) as those provided by such Stockholder in connection with the applicable buyer or its Affiliates for the benefit of the DLJMB Parties or their Affiliates. Upon the consummation of such Approved Sale. (b) The obligations of , the Stockholders with respect to the Approved Sale are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all of the Stockholders will Morgans Parties shall receive the same form and per Share amount of consideration for their Shares as all other StockholdersInterests or, or if any Stockholders are given an option is given as to the form and or amount of consideration to be receivedconsideration, all Stockholders must the Morgans Parties shall be given the same option (except that the Approved Sale may provide for payment in securities, or a combination of cash and securities, to all Stockholders that are accredited investors within the meaning of Regulation D under the Securities Act and in cash to Stockholders that are not accredited investors or may provide Stockholders that are accredited investors with the option to receive securities, or a combination of cash and securities, or cash while Stockholders that are not accredited investors receive cash); and (ii) if the Approved Sale includes a sale to a Person that is an Onex Investor or an Affiliate of an Onex Investor, the holders of a majority of the voting control of the Shares held by the Other Investors may request that an appraisal of the fair market value of the securities to be sold and/or received (based on the fair market value of the sale of all of the Company’s outstanding capital stock as if sold in an arms-length transaction) by the Other Investors in connection with such Approved Sale be made by an investment banking firm of national recognition mutually agreeable to such partiesoption, and it shall be a condition to the consummation of will receive such Approved Sale to an Onex Investor or an Affiliate of an Onex Investor that such Person pay as consideration to the Other Investors the fair market value as determined pursuant to such appraisal (if such appraisal results in a valuation greater than the valuation of the consideration proposed to be delivered in connection with such Approved Sale, the Company shall pay the costs of such appraisal, otherwise the requesting Stockholders shall pay such costs). (c) If the proposed Approved Sale involves the receipt by Stockholders of securities for which Section 4(2) of the Securities Act or Rule 506 (or any similar rule then in effect) promulgated by the Securities and Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the Stockholders will, at the request of same time as the Majority Onex Investors, and to the extent required to comply with Regulation D, appoint a purchaser representative (as such term is defined in Rule 501) reasonably acceptable to the Majority Onex Investors. If any Stockholder appoints a purchaser representative designated by the Majority Onex Investors, the Company will pay the fees of such purchaser representative, but if any Stockholder declines to appoint the purchaser representative designated by the Majority Onex Investors, such holder will appoint another purchaser representative (reasonably acceptable to the Majority Onex Investors), and such holder will be responsible for the fees of the purchaser representative so appointedDLJMB Parties or their Affiliates.