Common use of Drag-Along Rights Clause in Contracts

Drag-Along Rights. In the event that Investors (as defined in that certain Stockholders Agreement by and among the Company and the Investors named therein, dated as of June 20, 2007 (the “Stockholders Agreement”)) holding not less than a majority of the outstanding Shares (as defined in the Stockholders Agreement) held by all Investors (the “Selling Investors”) and the Board of Directors approve a Sale Event (as defined below) in writing, then the Optionee hereby agrees: (a) if such transaction requires stockholder approval, with respect to all Option Shares that such Optionee owns or over which such Optionee otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Option Shares in favor of, and adopt, such Sale Event (together with any related amendment to the Certificate required in order to implement such Sale Event) and to vote in opposition to any and all other proposals that could delay or impair the ability of the Company to consummate such Sale Event; (b) if such transaction is a Stock Sale (as defined below), sell the same proportion of shares of capital stock of the Company beneficially held by such Optionee as is being sold by the Selling Investors to the Person to whom the Selling Investors propose to sell their Shares, 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 Event as shall reasonably be requested by the Company or the Selling Investors in order to carry out the terms and provision of this Section 7, 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 impermissible liens, claims and encumbrances) and any similar or related documents; (d) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Option Shares of the Company owned by such party or Affiliate in a voting trust or subject any Option Shares to any arrangement or agreement with respect to the voting of such Option Shares, unless specifically requested to do so by the acquiror in connection with the Sale Event; (e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale Event; and (f) if the consideration to be paid in exchange for the Option Shares pursuant to this Section 7 includes any securities and due receipt thereof by any Optionee 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 Optionee 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, the Company may cause to be paid to any such Optionee in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Optionee, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Optionee would otherwise receive as of the date of the issuance of such securities in exchange for the Option Shares.

Drag-Along Rights. In (a) At any time, at the event that Investors (as defined written request of any Harvest Fund, the Optionee agrees to vote all of its Stock, at a special or annual meeting of stockholders or by written consent in that certain Stockholders Agreement by and among lieu of a meeting, in favor of and, if applicable, shall sell its pro rata portion of the amount of any type of securities of the Company and the Investors named thereinto be transferred in connection with, dated as of June 20, 2007 (the “Stockholders Agreement”)) holding not less than a majority "Sale of the outstanding Shares Business" (as defined in the Stockholders Agreement) held by all Investors (). In order to effect the “Selling Investors”) and the Board of Directors approve a Sale Event (as defined below) in writingforegoing covenant, then the Optionee hereby agrees: (a) if such transaction requires stockholder approval, grants to each Harvest Fund with respect to all Option Shares that such Optionee owns of Optionee's Stock an irrevocable proxy (which is deemed to be coupled with an interest) with respect to any stockholder vote or over which such Optionee otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Option Shares in favor of, and adopt, consent solely to effect such Sale Event (together with any related amendment to the Certificate required in order to implement such Sale Event) and to vote in opposition to any and all other proposals that could delay or impair the ability of the Company to consummate such Sale Event;Business in compliance with this Section 7. (b) if The Company and the Optionee each hereby agree to cooperate fully (including by waiving any other appraisal rights to which the Optionee may be entitled under applicable law and the Optionee does hereby waive all such appraisal rights) with the Harvest Fund and the purchaser in any such Sale of the Business and, to execute and deliver all documents (including purchase agreements) and instruments as the applicable Harvest Fund and such purchaser request to effect such Sale of the Business including, without limitation, the making of representations and warranties as to due incorporation, existence and good standing, power and authority of the Optionee, and ownership of Stock and the granting of all indemnifications and the execution of all agreements (including, without limitation, participating in any escrow arrangements to the extent of their respective pro rata portion) and similar arrangements which the applicable Harvest Funds is making or executing, provided that the indemnification obligation of the Optionee to proposed purchaser with respect to the breach of any representation or warranty concerning the Company shall be limited to the lesser of the pro rata portion of the obligation and the net proceeds to be received by the Optionee in connection with such Sale of the Business. The Harvest Funds agree that upon such Sale of the Business the Optionee shall receive its pro rata portion of the net proceeds (taking into account transaction is a Stock costs and expenses incurred by the Harvest Funds in connection with such Sale (as defined below)of the Business, sell the same proportion of shares of capital stock reasonable transaction costs and expenses incurred by each other stockholder of the Company beneficially held by in connection with such Optionee as is being sold by Sale of the Selling Investors to Business and the Person to whom the Selling Investors propose to sell their Shares, and, costs and expenses described in Section 7(c) below) and such sale shall be on the same terms and conditions as afforded to the Selling Investors;Harvest Funds. For purposes of Section 7(a) and 7(b) hereof, "pro rata portion" shall mean with respect to the Optionee and each type of equity securities to be transferred in such Sale of the Business a fraction, the numerator of which is the number of such equity securities held by the Optionee immediately prior to such Sale of the Business and the denominator of which is the total number of such equity securities outstanding immediately prior to such Sale of the Business. (c) to execute It is understood and deliver all related documentation and take such other action agreed that in support consideration of investment banking services provided by any Person (including the Sale Event as shall reasonably be requested by the Company Harvest Funds or the Selling Investors in order to carry out the terms and provision any of this Section 7, 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 impermissible liens, claims and encumbrancestheir respective Affiliates) and any similar or related documents; (d) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Option Shares of the Company owned by such party or Affiliate in a voting trust or subject any Option Shares to any arrangement or agreement with respect to the voting of such Option Shares, unless specifically requested to do so by the acquiror in connection with the Sale Event; (e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale Event; and (f) if the consideration to reasonable fee may be paid in exchange for the Option Shares pursuant an amount that is customary and equivalent to this Section 7 includes a fee arrangement negotiated on an "arms-length" basis; provided that, if any securities and due receipt thereof by any Optionee 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 fee is payable to any Optionee Harvest Fund or any of any information other than its Affiliates, such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under fee shall be consistent with the Securities Act, the Company may cause to be paid to any such Optionee in lieu thereof, against surrender terms of the Shares which would have otherwise been sold management agreement by such Optioneeand between Harvest Partners, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Optionee would otherwise receive as of the date of the issuance of such securities in exchange for the Option SharesInc. and Associated Materials Incorporated.

Drag-Along Rights. In the event that Investors (as defined in that certain Stockholders Agreement by and among If at any time the Company and or the Investors named therein, dated as owners of June 20, 2007 (the “Stockholders Agreement”)) holding not less than a majority of the outstanding Shares Company approves a sale of (as defined in the Stockholders Agreement) held by all Investors (the “Selling Investors”) and the Board of Directors approve a Sale Event (as defined below) in writing, then the Optionee hereby agrees: (a) if such transaction requires stockholder approval, with respect to all Option Shares that such Optionee owns or over which such Optionee otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicablei) all Option Shares in favor of, and adopt, such Sale Event (together with any related amendment to of the Certificate required in order to implement such Sale Event) and to vote in opposition to any and all other proposals that could delay or impair the ability stock of the Company to consummate such Sale Event; one or more independent third parties through one or more related transactions, (bii) if such transaction is a Stock Sale (as defined below), sell all or substantially all of the same proportion of shares of capital stock assets of the Company beneficially held by to one or more independent third parties through one or more related transactions, or (iii) any other transaction where control of the Company is transferred to one or more independent third parties, in each case including if structured as a merger, consolidation, joint venture or other similar transaction (each, an “Approved Sale”), the Recipient will consent to and raise no objections against the Approved Sale and shall waive any dissenters’ rights, appraisal rights or similar rights in connection with such Optionee Approved Sale. If the Approved Sale is structured as is being sold a sale of stock, then the Recipient will, if requested by the Selling Investors to the Person to whom the Selling Investors propose to Company, sell their Shares, andor otherwise transfer its Restricted Stock awarded hereunder (or any portion thereof if requested), on the same terms and conditions as approved by the Selling Investors; (c) to execute and deliver Company. The Recipient will promptly take all related documentation and take such other action reasonable actions deemed necessary or desirable, in support the reasonable judgment of the Sale Event as shall Company, in connection with and to facilitate the consummation of the Approved Sale, including the execution of all agreements and instruments reasonably be requested by the Company. The Company will use reasonable efforts to notify the Recipient in writing not less than ten (10) business days before the proposed consummation of an Approved Sale; provided, however, that the Recipient agrees not to, directly or indirectly, without the Selling Investors in order to carry out the terms and provision of this Section 7, 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 impermissible liens, claims and encumbrances) and any similar or related documents; (d) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Option Shares prior written consent of the Company owned by such party or Affiliate in a voting trust or subject any Option Shares Company, disclose to any arrangement or agreement with respect to the voting of such Option Shares, unless specifically requested to do so by the acquiror in connection with the Sale Event; (e) to refrain from exercising other person any dissenters’ rights or rights of appraisal under applicable law at any time with respect information related to such Sale Event; and (f) if the consideration to be paid in exchange for the Option Shares pursuant to this Section 7 includes any securities and due receipt thereof by any Optionee 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 Optionee of any information potential Approved Sale, other than such information disclosures to legal counsel in confidence or as a prudent issuer would generally furnish in an offering made solely otherwise necessary to “accredited investors” protect the Recipient’s rights under this Agreement or applicable law, or as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Optionee in lieu thereof, against surrender of the Shares which would have otherwise been sold required by such Optionee, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Optionee would otherwise receive as of the date of the issuance of such securities in exchange for the Option Shareslaw.

Drag-Along Rights. In If, at any time, prior to an initial public offering, the event that Investors (as defined in that certain Stockholders Agreement by and among the Company and the Investors named therein, dated as holders of June 20, 2007 (the “Stockholders Agreement”)) holding not less than at least a majority of the then-outstanding Shares (as defined in the Stockholders Agreement) held by all Investors (the “Selling Investors”) capital stock of Licensee and the Board of Directors of Licensee approve a Sale Event sale, in any one transaction or a series of related private transactions (as defined below) in writing, then the Optionee hereby agrees: (a) if such transaction requires stockholder approval, with respect to all Option Shares that such Optionee owns or over which such Optionee otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Option Shares in favor of, and adopt, such Sale Event (together with any related amendment to the Certificate required in order to implement such Sale Event) and to vote in opposition to any and all other proposals that could delay or impair the ability irrespective of the Company to consummate such Sale Event; (b) if such transaction is a Stock Sale (as defined belowhow structured), sell the same proportion of shares of capital stock of Licensee which, in the aggregate, represents more than fifty percent (50%) of the outstanding capital stock of Licensee on a fully-diluted basis (a “Sale of the Company”), then Licensee has the right to require APL to participate in such Sale of the Company beneficially held by such Optionee as is being sold by the Selling Investors with respect to the Person Shares (including any issued pursuant to whom Section 4.5(b)), on a pro rata basis for the Selling Investors propose to sell their Shares, and, same consideration per share and otherwise on the same terms and conditions as the Selling Investorsother shareholders who are disposing their shares of the same class. APL shall not be required to comply with the foregoing sentence in connection with any proposed Sale of the Company unless: (i) any representations and warranties to be made by APL in connection with such transaction are limited to those related to authority, ownership, and ability to convey title to the Shares; (cii) APL shall not be liable for the inaccuracy of any representation or warranty made by any other Person other than Licensee (except to execute the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and deliver all related documentation and take such other action in support covenants of the Sale Event Licensee as shall reasonably be requested well as breach by the Company or the Selling Investors in order to carry out the terms and provision any stockholder of this Section 7any identical representations, including without limitation executing and delivering instruments of conveyance and transferwarranties, and any purchase agreement, merger agreement, indemnity agreement, escrow 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 documentscovenants provided by all stockholders); (diii) liability shall be limited to APL’s applicable share of a negotiated aggregate indemnification amount that applies equally to all stockholders (not to deposit, and exceed the amount of consideration payable to cause their Affiliates not to deposit, except as provided in this Agreement, any Option Shares the stockholders); (iv) upon the consummation of the proposed Sale of the Company owned each holder of each class or series of capital stock will receive the same amount of consideration per share as is received by such party or Affiliate other holders in a voting trust or subject any Option Shares to any arrangement or agreement with respect to the voting of their shares of such Option Shares, unless specifically requested to do so by the acquiror in connection with the Sale Event; (e) to refrain from exercising any dissenters’ rights class or rights series of appraisal under applicable law at any time with respect to such Sale Eventcapital stock; and (fv) subject to clause (iv) above, if any holders of any capital stock of Licensee are given an option as to the form and amount of consideration to be paid in exchange for received as a result of the Option Shares pursuant to this Section 7 includes any securities and due receipt thereof by any Optionee would require under applicable law (x) proposed Sale of the registration or qualification Company, all holders of such securities class or series of any person as a broker or dealer or agent with respect to such securities or (y) capital stock will be given the provision to any Optionee 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, the Company may cause to be paid to any such Optionee in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Optionee, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Optionee would otherwise receive as of the date of the issuance of such securities in exchange for the Option Sharessame option.

Drag-Along Rights. In (a) If at any time (i) the event that Investors (as defined in that certain Stockholders Agreement by and among the Company and the Investors named therein, dated as holders of June 20, 2007 (the “Stockholders Agreement”)) holding not less than a majority of the issued and outstanding Class A Preferred Shares and (ii) the holders of a majority of the issued and outstanding Common Shares (as defined together with the holders described in immediately preceding clause (i), the Stockholders Agreement“Initiating Holders”), propose to effect (or to cause the Company to effect) held by a Sale Event, the Initiating Holders may deliver a notice (a “Sale Event Notice”) to all Investors of the other Security Holders stating that the Initiating Holders propose to effect (or to cause the Company to effect) such transaction (the “Selling InvestorsSale Event Notice Transaction”) ), and specifying the name and address of the proposed parties to such transaction and the Board consideration payable in connection therewith. Upon receipt of Directors approve a Sale Event Notice, each Security Holder shall be obligated to Transfer all Shares owned by it in such Sale Event (as defined or, in the case of such a Sale Event involving a sale of less than all of the outstanding Shares, a percentage of the Shares owned by it equal to the percentage of the Initiating Holders’ Shares being sold by the Initiating Holders), for a price and, subject to Section 3.8(c) below) , on other terms and conditions not less favorable to the Security Holder than to the Initiating Holders; provided, however, that the price may be different for each of the Company’s classes of stock to the extent that such difference is consistent with the liquidation preferences of such classes of stock set forth in writingthe Articles; provided further, then the Optionee hereby agrees: (a) if such transaction requires stockholder approvalhowever, that, with respect to all Option any Shares that for which a Security Holder holds unexercised stock options or other convertible security with an associated exercise price, the price per such Optionee owns or over which Share shall be reduced by the exercise price of such Optionee otherwise exercises voting powersecurity or, if required pursuant to vote (in personthe terms of such security, by proxy or by action by written consentsuch Security Holder shall pay the exercise price therefor prior to the closing of the Sale Event Notice Transaction, as applicable) all Option and shall transfer Common Shares in favor of, and adopt, such the Sale Event (together Notice Transaction; provided further, however, that no Security Holder shall be entitled to participate in any rollover or re-investment arrangement in connection with any related amendment to the Certificate required in order to implement such Sale Event) and . In addition to vote in opposition to any and selling its Shares, each Security Holder shall take all other proposals that could delay or impair the ability of necessary action to cause the Company to consummate such the proposed Sale Event;, including, to the extent necessary, voting all such Security Holder’s Shares in favor of such transaction. (b) The closing of any Sale Event for which the Initiating Holders have delivered a Sale Event Notice pursuant to this Section 3.8 shall be held at such time and place as the Initiating Holders shall reasonably specify. At such closing, the Security Holders shall deliver certificates representing the Shares to be sold, duly endorsed for transfer and accompanied by all requisite stock transfer taxes, if such transaction is a Stock Sale any, and the Shares to be transferred shall be free and clear of any liens, claims or encumbrances (as defined below), sell the same proportion of shares of capital stock other than restrictions imposed by this Agreement) and each of the Company beneficially held by Security Holders shall so represent and warrant. Each of the Security Holders shall further represent and warrant that it is the record and beneficial owner of such Optionee Shares free and clear of all liens, charges, security interests, encumbrances or other rights of third parties and join in such additional representations, warranties and related indemnities and other obligations relating to its ownership of the Shares as is being sold by the Selling Investors to the Person to whom the Selling Investors propose to sell their Shares, and, on the same terms shall be customary in transactions of a similar nature (including without limitation any withholding obligations and conditions as the Selling Investors;escrow arrangements). (c) to execute and deliver all related documentation and take such other action in support of the Sale Event as shall reasonably be requested by the Company or the Selling Investors in order to carry out the terms and provision of this Section 7, 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 impermissible liens, claims and encumbrances) and any similar or related documents; (d) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Option Shares of the Company owned by such party or Affiliate in a voting trust or subject any Option Shares to any arrangement or agreement with respect Notwithstanding anything herein to the voting of such Option Sharescontrary, unless specifically requested to do so by in the acquiror in connection with the Sale Event; (e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale Event; and (f) if event that the consideration to be paid in exchange for the Option Shares pursuant to this Section 7 3.8 includes any securities and due receipt thereof by any Optionee Security Holder would require under applicable law (xi) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (yii) the provision to any Optionee Security Holder 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 United States Securities Act of 1933, as amended (the “Securities Act”), the Company other Security Holders may cause to be paid to any such Optionee Security Holder in lieu thereof, against surrender of the Shares which would have otherwise been sold by such OptioneeSecurity Holder, an amount in cash equal to the fair value (as determined in good faith by the CompanyInitiating Holders) of the securities which such Optionee Security Holder would otherwise receive as of the date of the issuance of such securities in exchange for the Option Shares. (d) Each Security Holder, whether in its capacity as an Initiating Holder, Security Holder, officer or director of the Company, or otherwise, shall to the fullest extent permitted by law take or cause to be taken all such actions as may reasonably be requested by the Initiating Holders in order expeditiously to consummate each Sale Event and any related transactions, including, without limitation, executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments, furnishing information and copies of documents, filing applications, reports, returns, filings and other documents or instruments with governmental authorities, and otherwise cooperating with the Company and the Initiating Holders. Without limiting the generality of the foregoing, each Security Holder shall execute and deliver such agreements and instruments as may be reasonably specified by the Initiating Holders. (e) Each Security Holder hereby grants to the Initiating Holders (i) an irrevocable proxy, coupled with an interest, to vote all Shares owned by such Security Holder, and (ii) an irrevocable power of attorney, which is coupled with an interest, to take such other actions, in each case to the extent necessary to carry out the provisions of this Section 3.8 in the event of any breach by such Security Holder of its obligations hereunder. (f) Notwithstanding any provision of this Agreement, the purchase and sale of Shares pursuant to this Section 3.8 shall not be subject to the provisions of Sections 3.2, 3.3, 3.4, 3.5, 3.6 and 3.7 hereof.

Drag-Along Rights. In VI.4.1. Upon the event that Investors election by the Members (as defined in that certain Stockholders “Electing Members”) pursuant to Section 5.1.4 of this Agreement by and among to consummate a Sale of the Company and the Investors named therein, dated as of June 20, 2007 (the “Stockholders Agreement”)) holding not less than or a majority sale of the outstanding Shares Electing Members’ Interests of the Company (as defined in the Stockholders Agreement) held by all Investors (the collectively, a “Selling InvestorsSale Transaction”) and provided that the Board of Directors approve purchaser is a bona fide third-party and the price, terms and condition for the Sale Event (as defined below) in writingTransaction are identical for each Member, then the Optionee hereby agreesthen: (a) if Each Member shall take all necessary or desirable action within such transaction requires stockholder approvalperson’s control (including, with respect to all Option Shares without limitation, the removal and election of Managers and the execution of written consents in lieu of meetings) such that any proposal or resolution requested by such Optionee owns or over which such Optionee otherwise exercises voting power, to vote (Members in person, connection therewith shall be implemented by proxy or by action by written consent, as applicable) all Option Shares in favor of, and adopt, such Sale Event (together with any related amendment to the Certificate required in order to implement such Sale Event) and to vote in opposition to any and all other proposals that could delay or impair the ability of the Company to consummate such Sale EventCompany; (b) if If the Members are entitled to vote on any such transaction is a Stock Sale (as defined below)matter, sell whether by law, under the same proportion of shares of capital stock Company’s code or regulations or otherwise, all of the Company beneficially held by Interests over which such Optionee as is being sold by Member has voting control shall be voted in favor of the Selling Investors to the Person to whom the Selling Investors propose to sell their Shares, and, on the same terms and conditions as the Selling Investorsproposal or resolution in connection with such Sale Transaction; (c) Each Member will consent to execute and deliver raise no objections against such Sale Transaction; (d) If such Sale Transaction is structured as a sale of Interests, each Member shall sell the Interests held by him, her or it on the terms and conditions approved by the Board and the Electing Members; and, (e) Each Member will take all related documentation action necessary and take such other action desirable in support connection with the consummation of the Sale Event as shall reasonably be requested Transaction, including, without limitation, the waiver of all appraisal or dissenter’s rights available to any such Member under applicable law. VI.4.2. Each Member will bear its pro rata share (based upon the number of Interests held on a fully diluted basis) of the cost of any sale of Interests pursuant to a Sale Transaction to the extent such costs are incurred for the benefit of all Members and are not otherwise paid by the Company or the Selling Investors acquiring party. Costs incurred by Members on their own behalf will not be considered costs of the transaction hereunder. VI.4.3. Notwithstanding the foregoing, a Member (i) shall not be required to give disproportionately greater or more onerous representations, warranties, indemnities or covenants than the Electing Members; (ii) shall only make representations, warranties, indemnities and covenants severally and in order to carry out its capacity as a member concerning its valid ownership of interests of the terms and provision Company, free of this Section 7, including without limitation executing and delivering instruments of conveyance and transferall liens, and any purchase agreementits authority, merger agreement, indemnity agreement, escrow 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; (d) not to depositpower, and right to cause their Affiliates enter into and consummate such purchase and sale without violating any other agreements to which it is a party or its assets are bound; (iii) shall not be obligated to deposit, except as provided in this Agreement, bear more than its pro rata share of any Option Shares of expenses or any indemnification liability up to the Company owned net cash proceeds received by such party or Affiliate in a voting trust or subject any Option Shares to any arrangement or agreement with respect to the voting of such Option Shares, unless specifically requested to do so by the acquiror Member in connection with the Sale Event; sale and (eiv) to refrain from exercising shall provide any dissenters’ rights or rights of appraisal under applicable law at any time customary restrictive covenants required in connection with respect to such Sale Event; and (f) if the consideration to be paid in exchange for the Option Shares pursuant to this Section 7 includes any securities and due receipt thereof by any Optionee 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 Optionee 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, the Company may cause to be paid to any such Optionee in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Optionee, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Optionee would otherwise receive as of the date of the issuance of such securities in exchange for the Option SharesTransaction.

Drag-Along Rights. (a) In the event that Investors (as defined in that certain Stockholders Agreement by and among connection with a Sale of the Company and the Investors named therein, dated as of June 20, 2007 (the “Stockholders Agreement”)) holding not less than a majority of the outstanding Shares (as defined in the Stockholders Agreement) held approved by all Investors (the “Selling Investors”) and the Board of Directors approve a Sale Event of the Company, the Grantee shall (as defined belowif applicable) vote for, consent to, raise no objections against and take all actions necessary or desirable to the Company in writingconsummating such sale, then the Optionee hereby agrees: (a) including, if such transaction requires stockholder approvalsale is structured as a merger or consolidation, waiving any dissenters rights, appraisal rights or similar rights in connection with respect such merger or consolidation, or if such sale is structured as a sale of equity, agreeing to sell all Option Shares that such Optionee owns or over which such Optionee otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Option Shares in favor of, and adopt, such Sale Event (together with any related amendment to the Certificate required in order to implement such Sale Event) and to vote in opposition to any and all other proposals that could delay or impair the ability of the Company to consummate such Sale Event; (b) if such transaction is a Stock Sale (as defined below), sell the same proportion of shares of capital stock of the Company beneficially held by such Optionee as is being sold by the Selling Investors to the Person to whom the Selling Investors propose to sell their Shares, and, Grantee’s equity securities on the same terms and conditions approved by and applicable to the other shareholders of the Stock, as the Selling Investors;case may be. In order to effect the foregoing covenant, the Grantee hereby grants to the Company with respect to all of Grantee’s Stock an irrevocable proxy (which is deemed to be coupled with an interest) with respect to any stockholder vote or action by written consent solely to effect such Sale of the Company in compliance with this Section 8. (cb) The Company and the Grantee each hereby agree to cooperate fully (including by waiving any other appraisal rights to which the Grantee may be entitled under applicable law and the Grantee does hereby waive all such appraisal rights) with the purchaser in any such Sale of the Company and, to execute and deliver all related documentation and take such other action in support of the Sale Event as shall reasonably be requested by the Company or the Selling Investors in order to carry out the terms and provision of this Section 7, documents (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 impermissible liens, claims and encumbrancesagreements) and any similar or related documents; (d) not instruments as such purchaser reasonably requests to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Option Shares effect such Sale of the Company owned by such party or Affiliate including, without limitation, the making of representations and warranties as to due incorporation, existence and good standing, power and authority of the Grantee, and ownership of Stock and the granting of all indemnifications and the execution of all agreements (including, without limitation, participating in a voting trust or subject any Option Shares to any arrangement or agreement with respect escrow arrangements to the voting extent of such Option Shares, unless specifically requested to do so by their respective pro rata portion) and similar arrangements which the acquiror in connection with the Sale Event; (e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale Event; and (f) if the consideration to be paid in exchange for the Option Shares pursuant to this Section 7 includes any securities and due receipt thereof by any Optionee 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 Optionee 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, the Company may cause to be paid to any such Optionee in lieu thereof, against surrender shareholders of the Shares which would have otherwise been sold by such Optionee, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Optionee would otherwise receive as of the date of the issuance of such securities in exchange for the Option SharesStock are making or executing.

Drag-Along Rights. In (i) If at any time First Reserve (A) proposes to Transfer Interests in the event Company, other than any Transfer to a First Reserve Affiliate or other Affiliate of First Reserve or (B) desires to effect a Change in Control, First Reserve shall have the right (the "Drag-Along Right"), upon written notice to the other Members, to require that Investors each other Member join pro rata in such sale on the same terms (including with respect to representations, warranties and indemnification) as First Reserve, provided that any representations and warranties relating specifically to any Member shall only be made by that Member and any indemnification provided by the Members shall be based on the relative purchase price being received by each Member in the proposed sale, either on a several, not joint, basis or solely with recourse to an escrow established for the benefit of the proposed purchaser; provided, further, that the form of consideration to be received by First Reserve or any Managing Member in connection with the proposed sale may be different from that received by the Management Members so long as the value of the consideration to be received by First Reserve or any Managing Member is the same or less than what they would have received had they received the same form of consideration as the Management Members (as defined reasonably determined by the Managing Members in good faith). For purposes of this Section 12.1l(b), for each Member, "joining First Reserve in such sale" shall include voting its Interests consistently with First Reserve, transferring its Interests to a corporation organized in anticipation of such sale in exchange for capital stock of such corporation, executing and delivering agreements and documents that certain Stockholders Agreement are being executed and delivered by First Reserve and among providing such other cooperation as First Reserve may reasonably request. (ii) Any Change in Control may be structured as an auction and may be initiated by the delivery to the Company and the Investors named therein, dated as other Members of June 20, 2007 (the “Stockholders Agreement”)) holding not less than a majority written notice that First Reserve has elected to initiate an auction sale procedure. First Reserve shall be entitled to take all steps reasonably necessary to carry out an auction of the outstanding Shares Company, including, but not limited to, selecting an investment bank, providing confidential information (as defined in pursuant to confidentiality agreements), selecting the Stockholders Agreement) held by all Investors (winning bidder and negotiating the “Selling Investors”) requisite documentation. The Company and the Board of Directors approve a Sale Event (as defined below) in writing, then the Optionee hereby agrees: (a) if such transaction requires stockholder approval, each Member shall provide assistance with respect to all Option Shares that such Optionee owns or over which such Optionee otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, these actions as applicable) all Option Shares in favor of, and adopt, such Sale Event (together with any related amendment to the Certificate required in order to implement such Sale Event) and to vote in opposition to any and all other proposals that could delay or impair the ability of the Company to consummate such Sale Event;reasonably requested. (biii) if If First Reserve sells less than 100% of its Interests in the Company, joining "pro rata in such transaction sale" shall be based on relative Capital Contributions unless the Managing Members deem the provisions of Article XIII operative. (iv) If a Change in Control is structured as a Stock Sale (as defined below), sell the same proportion sale of shares of capital stock of the Company beneficially held by such Optionee as is being sold Interests by the Selling Investors to the Person to whom the Selling Investors propose to sell their SharesMembers, 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 rather than a distribution of the Sale Event as shall reasonably be requested by the Company or the Selling Investors in order to carry out the terms and provision of this Section 7, 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 impermissible liens, claims and encumbrances) and any similar or related documents; (d) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Option Shares of the Company owned by such party or Affiliate in a voting trust or subject any Option Shares to any arrangement or agreement with respect to the voting of such Option Shares, unless specifically requested to do so by the acquiror in connection with the Sale Event; (e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale Event; and (f) if the consideration to be paid in exchange for the Option Shares pursuant to this Section 7 includes any securities and due receipt thereof by any Optionee 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 Optionee 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, the Company may cause to be paid to any such Optionee in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Optionee, an amount in cash equal to the fair value (as determined in good faith proceeds by the Company) , the purchase agreement governing such Interest sale will have provisions therein that replicate, to the greatest extent possible, the economic result that would have been attained under Article XIII had the Change in Control been structured as a distribution of the securities which such Optionee would otherwise receive as of the date of the issuance of such securities in exchange for the Option Sharesproceeds.

Drag-Along Rights. In a) If, at any time following the event that Investors (as defined date hereof, the Lead Trivest Investor shall enter into an agreement to sell, in that certain Stockholders Agreement by and among a single transaction or a series of transactions, any of the Company and Securities at the Investors named therein, dated as time owned by (and/or purchasable by) the Lead Trivest Investor to any Person or group of June 20, 2007 Persons who is not a Trivest Affiliate or an Affiliate of the Company (the “Stockholders Agreement”)"Buyer") holding not less than (including, without limitation, a majority sale of the Company by merger, consolidation, sale of all or substantially all of its assets, sale of all of the outstanding Shares (as defined in the Stockholders Agreement) held by all Investors (the “Selling Investors”) and the Board of Directors approve a Sale Event (as defined below) in writingCommon Stock or otherwise), then the Optionee hereby agrees: Lead Trivest Investor may require each holder of Shareholder Stock to sell all of the Shareholder Stock owned by (aand/or purchasable by) if such transaction requires stockholder approval, with respect to all Option Shares that such Optionee owns or over which such Optionee otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Option Shares in favor of, and adopt, such Sale Event (together with any related amendment holders to the Certificate required in order to implement such Sale Event) Buyer contemporaneously with the sale by the Lead Trivest Investor and to vote in opposition to any and all other proposals that could delay or impair the ability of the Company to consummate such Sale Event; (b) if such transaction is a Stock Sale (as defined below), sell at the same proportion of shares of capital stock of the Company beneficially held by such Optionee as is being sold by the Selling Investors to the Person to whom the Selling Investors propose to sell their Shares, and, price per share and on the same terms and conditions as are applicable to the Selling Investors; Company Securities to be sold by the Lead Trivest Investor; provided, that if the Lead Trivest Investor is selling less than all of Company Securities owned by (cand/or purchasable by) to execute and deliver all related documentation and take such other action in support it, each holder of Shareholder Stock shall sell an Applicable Percentage of the Sale Event Shareholder Stock owned by (and/or purchasable by) such holder. Without limitation as to the foregoing, each holder of Shareholder Stock shall reasonably be requested consent to and raise no objections against such a sale. If such sale is structured as a merger or consolidation, each such holder shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation to the fullest extent permitted by law. b) If the Company or Lead Trivest Investor wishes to exercise the Selling Investors right granted pursuant to Section 5(a), the Lead Trivest Investor must give written notice to such effect to each holder of Shareholder Stock (a "DragAlong Notice") not less than 20 nor more than 60 days prior to the date upon which such sale is scheduled to close. Each DragAlong Notice shall (i) specify in order to carry out reasonable detail all of the terms and provision conditions upon which such sale is to occur (including a description of this Section 7, 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 impermissible liens, claims and encumbrances) and any similar or related documents; (d) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Option Shares of the Company owned by such party or Affiliate in a voting trust or subject any Option Shares to any arrangement or agreement with respect to the voting of such Option Shares, unless specifically requested to do so by the acquiror all consideration payable in connection with the Sale Event; sale) and (eii) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale Event; and (f) if the consideration to be paid in exchange for the Option Shares pursuant make explicit reference to this Section 7 includes any securities 5 and due receipt thereof by any Optionee would require under state that each such holder is obligated to sell its Shareholder Stock pursuant to such sale. c) If the Lead Trivest Investor exercises the right granted pursuant to Section 5(a), subject to the consummation of the sale of all Shareholder Stock to the Buyer and subject to compliance with the other applicable law (xterms of this Agreement, each holder of Shareholder Stock shall promptly take such actions and shall promptly execute such documents and instruments as shall be necessary and desirable to consummate the proposed sale. d) At the registration or qualification of such securities or closing of any person as such sale, each holder of Shareholder Stock shall deliver a broker certificate or dealer or agent certificates, registered in such holder's name, properly endorsed and with respect to such all required transfer stamps, if any, representing the securities or (y) the provision to any Optionee 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, the Company may cause to be paid to any such Optionee in lieu thereof, against surrender of the Shares which would have otherwise been being sold by such Optionee, an amount in cash equal to the fair value (as determined in good faith by the Company) holder against delivery of the securities which such Optionee would otherwise receive as applicable consideration from the Buyer. e) The provisions of this Section 5 shall terminate upon the date completion of the issuance of such securities in exchange for the Option Sharesa Qualified Public Offering.

Drag-Along Rights. In the event that Investors (as defined in that certain Stockholders Agreement by and among the Company and the Investors named therein, dated as of June 20, 2007 (the “Stockholders Agreement”)) holding not less than a majority of the outstanding Shares (as defined in the Stockholders Agreement) held by all Investors (the “Selling Investors”) and the Board of Directors approve a Sale Event (as defined below) in writing, then the Optionee hereby agrees: (a) if such transaction requires stockholder approvalIf, with respect to all Option Shares that such Optionee owns or over which such Optionee otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Option Shares in favor of, and adopt, such Sale Event (together with any related amendment prior to the Certificate required in order to implement such Sale Event) and to vote in opposition to any and all other proposals that could delay or impair the ability consummation of the Company IPO, the Board approves a sale of all or substantially all of the business conducted by Fortress to consummate such Sale Event;a Third Party (an “Approved Sale”), each Investor, each other Permitted Transferee of Initial Investor that holds Initial Class A Shares and each of their respective direct or indirect transferees of Initial Class A Shares, shall take all actions approved or requested by the Board in connection with the Approved Sale. (b) if such transaction is The obligations of a Stock Sale (as defined below), sell the same proportion holder of shares of capital stock of the Company beneficially held by such Optionee as is being sold by the Selling Investors to the Person to whom the Selling Investors propose to sell their Shares, 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 Event as shall reasonably be requested by the Company or the Selling Investors in order to carry out the terms and provision of this Section 7, 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 impermissible liens, claims and encumbrances) and any similar or related documents; (d) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Option Shares of the Company owned by such party or Affiliate in a voting trust or subject any Option Shares to any arrangement or agreement with respect to the voting of such Option Shares, unless specifically requested to do so by the acquiror in connection with the Sale Event; (e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale Event; and (f) if the consideration to be paid in exchange for the Option Initial Class A Shares pursuant to this Section 7 includes any securities and due receipt thereof by any Optionee would require under applicable law 5.1 are subject to the following conditions: (xi) upon consummation of the registration or qualification Approved Sale, such holder shall receive from the Approved Sale the same amount of such securities or of any person as a broker or dealer or agent consideration with respect to each of its, his or her Class A Shares that each Principal shall receive with respect to each of his FOG Units; (ii) if any Principal is given an option as to the form and amount of consideration to be received in respect of his FOG Units, each holder of Class A Shares will be given the same option and the requirement that all holders of Class A Shares and FOG Units receive the same amount of consideration per Class A Share and FOG Unit shall be satisfied without regard to the particular choices of particular holders among any such securities options; (iii) such holder shall not be obligated to make any out-of-pocket expenditure prior to the consummation of the Approved Sale (excluding modest expenditures for postage, copies, etc.) and such holder shall not be obligated to pay more than its, his or her pro rata share (ybased upon the amount of consideration received) of reasonable expenses incurred in connection with a consummated Approved Sale to the provision extent such costs are incurred for the benefit of such holder and are not otherwise paid by Fortress or the acquiring party, provided that such holder’s liability for such expenses shall be capped at the total purchase price received by such holder for its, his or her Class A Shares; and (iv) in the event that such holder is required to provide any Optionee representations or indemnities in connection with the Approved Sale (other than representations and indemnities concerning such holder’s valid ownership of its, his or her Class A Shares, free and clear of any information and all Liens, such holder’s authority, power and right to enter into and consummate such purchase or merger agreement without violating any other agreement and other representations and indemnities which are individual to such holder and that are also provided by the holders of FOG Units, as applicable to FOG Units), then such holder shall not be liable for more than its, his or her pro rata share (based upon the Class A Shares held and not the amount of consideration received) of any liability for misrepresentation or indemnity and such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under liability shall not exceed the Securities Act, the Company may cause to be paid to any such Optionee in lieu thereof, against surrender of the Shares which would have otherwise been sold total purchase price received by such Optioneeholder for its, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Optionee would otherwise receive as of the date of the issuance of such securities in exchange for the Option his or her Class A Shares.

Drag-Along Rights. In the event that Investors (as defined in that certain Stockholders Agreement by and among If the Company or its shareholders have received from a person or entity which is not an affiliate of the Company a bona fide written offer to purchase (a “Drag-Along Sale”) (i) 30% or more of the issued and outstanding shares of Stock or (ii) shares of the Investors named thereinCompany’s equity securities entitled to vote in the election of directors (“Company Voting Securities”) representing 30% or more of the voting power of all Company Voting Securities, dated as of June 20the Company shall have the right, 2007 but not the obligation (the “Stockholders Agreement”)) holding not less than a majority of the outstanding Shares (as defined in the Stockholders Agreement) held by all Investors (the “Selling InvestorsDrag-Along Right”) and to deliver a written notice (a “Drag Along Notice”) to Purchaser (or the Board of Directors approve Fiduciary with a Sale Event (as defined below) in writing, then the Optionee hereby agrees: (a) if such transaction requires stockholder approval, with respect copy to all Option Shares that such Optionee owns or over which such Optionee otherwise exercises voting power, to vote (in person, by proxy or by action by written consentPurchaser, as applicable) all Option Shares in favor ofstating that it or its shareholders proposes to effect such transaction, and adoptspecifying the percentage of the issued and outstanding shares of Stock or Company Voting Securities, as applicable, proposed to be subject to such Sale Event transaction, the name and address of the proposed parties to such transaction and the consideration payable in connection therewith. Purchaser (together with any related amendment or the Fiduciary, as applicable) agrees that, upon receipt of a Drag Along Notice, Purchaser (or the Fiduciary, as applicable) shall, at the option of the Company, sell at the same time as the other shareholders sell their shares, a corresponding percentage (based of the percentage of Stock or Company Voting Securities subject to such transaction, as applicable) of the number of Shares then held by Purchaser (or the Fiduciary, as applicable) upon terms and conditions which, in the aggregate, are no less favorable to Purchaser (or the Fiduciary, as applicable) than the terms and conditions applicable to the Certificate required sale of shares of Stock or Company Voting Securities by Company shareholders in order the Drag-Along Sale; and Purchaser (or the Fiduciary, as applicable) shall otherwise take all reasonable actions including, without limitation, entering into agreements similar to implement such Sale Event) and those to vote in opposition to any and all be entered into by other proposals that could delay or impair the ability of the Company shareholders, necessary to consummate such Sale Event; (b) if such transaction is a Stock the Drag-Along Sale (excluding any indemnification, contribution or similar obligations or agreements not specifically relating to a breach of any representation or warranty by Purchaser or the Fiduciary, as defined belowapplicable, as to Purchaser’s or the Fiduciary’s, as applicable, ownership of or ability to transfer the Shares subject to the Drag-Along Sale). The consideration shall be in the form of cash, sell equity or debt securities (whether or not publicly traded) or a combination thereof (but such consideration shall be in the same form and the same proportion as that applicable to the sale of shares of capital stock of the Stock or Company beneficially held by such Optionee Voting Securities, as is being sold applicable, by the Selling Investors other Company shareholders in the Drag-Along Sale). Purchaser (or the Fiduciary, as applicable) will use Purchaser’s (or the Fiduciary’s, as applicable) best commercial efforts to cooperate in any such transaction and will take all necessary and desirable actions in connection with the Person to whom the Selling Investors propose to sell their Shares, and, on the same terms and conditions Drag-Along Sale as the Selling Investors; (c) to execute and deliver all related documentation and take such other action in support of the Sale Event as shall are reasonably be requested by the Company or the Selling Investors Board, including, without limitation, the execution of an agreement to effect the foregoing in order form and substance reasonably satisfactory to carry out the terms and provision of this Section 7, 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 impermissible liens, claims and encumbrances) and any similar or related documents; (d) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Option Shares of the Company owned and the person or entity making the offer to purchase the Stock or Company Voting Securities, as applicable (excluding any indemnification, contribution or similar obligations or agreements not specifically relating to a breach of any representation or warranty by such party Purchaser or Affiliate in a voting trust the Fiduciary, as applicable, as to Purchaser’s or the Fiduciary’s as applicable, ownership of or ability to transfer the Shares subject any Option Shares to any arrangement or agreement with respect to the voting of such Option SharesDrag-Along Sale). The Company and its shareholders shall have no liability to Purchaser (and the Fiduciary, unless specifically requested to do so by the acquiror in connection with the Sale Event; (e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale Event; and (fas applicable) if the consideration transaction described in the Drag Along Notice fails to be paid in exchange occur for the Option any reason. Any Shares which are not sold pursuant to this Section 7 includes any securities 3 shall remain subject to all other terms and due receipt thereof by any Optionee 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 Optionee 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, the Company may cause to be paid to any such Optionee in lieu thereof, against surrender conditions of the Shares which would have otherwise been sold by such OptioneePlan and this Agreement, an amount in cash equal to including the fair value (as determined in good faith by continuation of the Company’s right to exercise the Drag-Along Right and Purchaser’s (or the Fiduciary’s, as applicable) of the securities which such Optionee would otherwise receive as of the date of the issuance of such securities in exchange for the Option Sharesrights under Section 4.

Drag-Along Rights. In the event that Investors (as defined in that certain Stockholders Agreement by and among the Company and the Investors named therein, dated as of June 20, 2007 (the “Stockholders Agreement”)) holding not less than a majority of the outstanding Shares (as defined in the Stockholders Agreement) held by all Investors (the “Selling Investors”) and the Board of Directors approve a Sale Event (as defined below) in writing, then the Optionee hereby agrees: (a) At any time a Member may propose a Drag Along Transaction with a person or group of persons who are not Members or the Permitted Transferees of any Member. If such proposed Drag Along Transaction has been approved pursuant to a Required Member Approval (any such approved Drag Along Transaction, an “Approved Sale”), then all Members shall consent to and raise no objections against the Approved Sale, and if such transaction requires stockholder approvalthe Approved Sale is structured as (i) a merger, with respect to share exchange or consolidation of the Company, or a Disposition of all Option Shares that such Optionee owns or over which such Optionee otherwise exercises voting powersubstantially all of the assets of the Company, to each Member shall vote (in person, by proxy or by action by written consent, as applicable) all Option Shares in favor ofof the Approved Sale and shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger, consolidation or asset sale, or (ii) a Disposition of all the Membership Interests, the Members shall agree to sell all their Membership Interests which are the subject of the Approved Sale, on the terms and conditions of such Approved Sale. The Members shall promptly take all necessary and desirable actions in connection with the consummation of the Approved Sale, including using their respective reasonable best efforts to obtain Board of Directors’ consent to the Approved Sale and the execution of such agreements and such instruments and other actions reasonably necessary to (x) provide customary representations, warranties, indemnities, and adopt, escrow arrangements relating to such Approved Sale Event (together subject to clause (c)(iv) below) and (y) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale as set forth in Section 8.8(b) below. The Members shall be permitted to sell their Membership Interests pursuant to an Approved Sale without complying with any related amendment to the Certificate required in order to implement such Sale Event) and to vote in opposition to any and all other proposals that could delay or impair the ability provisions of the Company to consummate such Sale Event;Article VIII of this Agreement. (b) if The Members that have initiated an Approved Sale pursuant to this Section 8.8 shall represent and warrant, severally and not jointly, to the other Members that no additional consideration or benefit has been or is to be paid or provided by such transaction is a Stock Sale prospective purchaser or any other person to such Member or its Affiliates, pursuant to or in connection with such Approved Sale, directly or indirectly (as defined belowwhether in the form of tangible or intangible assets, money, property, security or other benefits or opportunities), sell and that the Approved Sale is not made as part of or in connection with any other transaction pursuant to which such Member will receive any additional benefit or consideration, based on such Member’s ownership of Membership Interests. The foregoing provision shall not be deemed to prohibit a Drag Along Transaction to any person merely because such person has, is currently having or intends to have a business relationship with one or more Members. (c) The obligations of the Members pursuant to this Section 8.8 are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, each Member shall receive the same proportion of shares the aggregate consideration from such Approved Sale that such holder would have received if such aggregate consideration had been distributed by the Company pursuant to the rights and preferences set forth in Section 6.1(b) (without giving any effect to Section 6.1(c)) as in effect immediately prior to such Approved Sale (giving effect to applicable orders of capital stock priority), and if a Member receives consideration from such Approved Sale in a manner other than as contemplated by such rights and preferences or in excess of the Company beneficially held amount to which such Member is entitled in accordance with such rights and preferences (other than customary fees that may be earned by any Affiliate of a Member as a result of such Optionee Affiliate arranging financing or providing investment banking services in connection with an Approved Sale), then such Members shall take such action as is being sold by the Selling Investors necessary so that such consideration shall be immediately reallocated among and distributed to the Person to whom the Selling Investors propose to sell their Shares, and, on the same terms Members in accordance with such rights and conditions as the Selling Investorspreferences; (cii) subject to execute Section 8.8(c)(v) below, if any Members of a class are given an option as to the form and deliver amount of consideration to be received, all related documentation and take such other action in support Members will be given the same option; (iii) no Member shall be obligated to make any out-of-pocket expenditure prior to the consummation of the Approved Sale Event as (excluding modest expenditures for postage, copies, and the like) and no Member shall reasonably be requested obligated to pay any portion (or, if paid, shall be entitled to be reimbursed by the Company for that portion paid) that is more than its pro rata share (based upon the amount of consideration received) of reasonable expenses incurred in connection with a consummated Approved Sale, to the extent such costs are incurred for the benefit of all Members, and are not otherwise paid by the Company or the Selling Investors in order acquiring party (costs incurred by or on behalf of a Member for its sole benefit will not be considered costs of the transaction hereunder), provided, that a Member’s liability for such expenses shall be capped at the total consideration received by such Member for its Membership Interests; (iv) no Member shall be required to carry out provide any representations, warranties or indemnities (other than pursuant to an escrow of consideration proportionate to the terms and provision of amount receivable under this Section 78.8) in connection with the Approved Sale, including without limitation executing other than those required to be made pursuant to Section 8.8(b) to other Members and delivering instruments those representations, warranties and indemnities concerning each Member’s valid ownership of conveyance and transferMembership Interests, free of all Liens (excluding those arising under applicable securities laws), and each Member’s authority, power, and right to enter into and consummate such purchase or merger agreement without violating any purchase agreementother agreement to which such Member is a party or its assets are bound; and (v) if some or all of the consideration received in connection with the Approved Sale is other than cash, merger agreementthen such consideration shall be deemed to have a dollar value equal to the fair market value of such consideration as determined by the unanimous resolution of all directors of the Board of Directors; provided, indemnity agreementthat if the Board of Directors does not or is unable to make such a determination of fair market value, escrow agreementsuch determination of fair market value shall be made by an investment banking firm of recognized national standing selected by a majority of the directors of the Board of Directors, consentand such firm shall be engaged and paid by the Company. The determination of fair market value by such investment banking firm (or, waiverif such investment bank determines a range of fair market values, governmental filing, share certificates duly endorsed for transfer (free the mid-point of such range) shall be final and clear of impermissible liens, claims and encumbrances) and any similar or related documents;binding on all parties. (d) not Notwithstanding anything to deposit, and to cause their Affiliates not to deposit, except as provided the contrary in this AgreementSection 8.8, any Option Shares of if the Company owned by such party or Affiliate consideration proposed to be paid to the Members in a voting trust or subject any Option Shares to any arrangement or agreement an Approved Sale includes securities with respect to which no registration statement covering the voting of such Option Shares, unless specifically requested to do so by the acquiror in connection with the Sale Event; (e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale Event; and (f) if the consideration to be paid in exchange for the Option Shares pursuant to this Section 7 includes any securities and due receipt thereof by any Optionee would require under applicable law (x) the registration or qualification issuance 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 Optionee 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 has been declared effective under the Securities Act, then each Member who is not an accredited investor (as such term is defined in Rule 501 under the Company may cause Securities Act (without regard to be paid Rule 501(a)(4)) will, at the request and election of the Members which are pursuing an Approved Sale, either (i) appoint a purchaser representative (as such term is defined in Rule 501 under the Securities Act) reasonably acceptable to any such Optionee Members or (ii) agree to accept cash in lieu thereof, against surrender of the Shares which any securities such Member would have otherwise been sold by such Optionee, receive in an amount in cash equal to the fair market value (of such securities as determined in good faith the manner set forth in clause (c)(v) above. (e) The persons initiating an Approved Sale shall have the right to require the Company to cooperate fully with potential acquirors of the Company in a prospective Drag Along Transaction by taking all customary and other actions reasonably requested by such persons or such potential acquirors, including making the Company) of the securities which ’s properties, books and records, and other assets reasonably available for inspection by such Optionee would otherwise receive as of the date of the issuance of such securities in exchange potential acquirors and making its employees reasonably available for the Option Sharesinterviews.

Drag-Along Rights. In (a) Prior to the event that Investors consummation of a Qualified IPO, if the Board (as defined in that certain Stockholders Agreement by and among including the Company and the Investors named therein, dated as vote of June 20, 2007 at least one Investor Director) desires to accept a bona fide written offer (a “Purchase Offer”) from any Person or group of related Persons (other than an Affiliate of any Security Holder) (the “Stockholders AgreementAcquirer”)) holding not less than to effect a majority of Company Sale, then the outstanding Shares (as defined in Company will have the Stockholders Agreement) held by all Investors right (the “Selling InvestorsDrag-Along Right”) and the Board of Directors approve a Sale Event (), exercisable as defined set forth below) in writing, then the Optionee hereby agrees: (a) if such transaction requires stockholder approval, with respect to all Option Shares that such Optionee owns or over which such Optionee otherwise exercises voting power, to require all Security Holders of the Company to vote (in person, by proxy or by action by execute a written consent, as applicable) all Option Shares consent in favor of, and adoptexecute such other documents as may apply to all Security Holders, such Sale Event (together with any related amendment to the Certificate required in order to implement such Sale Event) and to vote in opposition to any and sale of all other proposals that could delay or impair the ability of the Company to consummate such Sale Event; (b) if such transaction is a Stock Sale (as defined below), sell the same proportion of shares of capital stock of the Company beneficially Securities then held by each such Optionee as is being sold by the Selling Investors to the Person to whom the Selling Investors propose to sell their Shares, and, Security Holder on the same terms and conditions as are set forth in the Selling Investors;Purchase Offer and to sell their Securities pursuant to such Purchase Offer. For the avoidance of doubt, nothing herein will limit the rights of the Majority Investors pursuant to Article VII. (b) If the Company (after action of the Board in accordance with Section 3.4(a)) elects to exercise its Drag-Along Right pursuant to this Section 3.4, the Company will deliver written notice of the Purchase Offer to each Security Holder of the Company, setting forth the identity of the Acquirer offering to purchase, the per share consideration and the estimated date of the closing of the Purchase Offer, as well as a copy of all documents providing for such transaction. It is understood and agreed that the proposed purchase price and proposed terms and conditions of any Purchase Offer may change in the course of negotiations and the Company will use reasonable efforts to keep the Security Holders apprised of such changes. For purposes of this Section 3.4, the consideration offered by the Acquirer will be deemed to include any escrow, holdback, earnout or other contingent payment, and any amount allocated to or payable under non-competition agreements to be entered into in connection with the consummation of the Purchase Offer, and any amount allocated to or payable under employment agreements with any Security Holder or Affiliate thereof to be entered into in connection with the consummation of the Purchase Offer in excess of 110% of the amount allocated to or payable under any employment agreements with any such Security Holder in existence as of the date of the Purchase Offer. If the Purchase Offer consists in whole or in part of consideration other than cash, the Company will provide such information, to the extent reasonably available to the Company, relating to such consideration as any Security Holder may reasonably request in order to evaluate such non-cash consideration, as well as information with regard to representations, warranties and indemnities to be made in connection with the Purchase Offer if the Security Holders will be required to sign any agreement containing such representations, warranties or indemnities. The Security Holders participating in such Purchase Offer will enter into agreements with the Acquirer containing terms and conditions relating to the Purchase Offer that are the same as the terms and conditions applicable to each other Security Holder in connection with the Purchase Offer and in accordance with the terms of the proposed transaction as set for in the notice with respect to such Purchase Offer; provided, however, that in no event will any Security Holder be required in connection with a Company Sale pursuant to this Section 3.4 to make any representations and warranties in connection therewith other than representations and warranties with respect to the due authorization, execution and delivery of any agreement entered into in connection with such Company Sale, its authority to enter into such agreement and consummate the transactions contemplated thereby without the consent or approval of any other Person, title to the Securities to be Transferred pursuant to such Company Sale and the absence of any Liens or other limitation or restriction on such Securities (including any restriction on the right to vote, sell or otherwise dispose of such Securities) or the Transfer thereof, although in connection with any such Purchase Offer a portion of the purchase price may be placed in escrow to serve as the sole source of indemnification with respect to other representations, warranties, covenants and indemnitees so long as each Security Holder bears only its Pro Rata Allotment thereof. (c) Each Security Holder will deliver to the Company in escrow not less than five Business Days before the proposed date of the consummation of the Purchase Offer, the duly endorsed certificate(s) (or notice to the Company that such certificate(s) have been lost, stolen or destroyed, along with an executed agreement reasonably acceptable in form and substance to the Company to indemnify the Company from any loss incurred by the Company in connection with such certificate(s)) or other instruments representing the Securities owned by such Security Holder and sold pursuant to the Purchase Offer. If any Security Holder fails to deliver such certificate(s) or instruments (or the notice as described above) to the Company, the Company will cause the books and records of the Company to show that such Securities are subject to the provisions of this Section 3.4 and may be Transferred only to the Acquirer upon payment of the purchase price without interest and upon surrender of such certificate(s) or instruments (or the notice described above) for Transfer by such Security Holder to the Company. In addition, each Security Holder will, if requested by the Company, execute and deliver all related documentation such instruments of conveyance and transfer and take such other action action, including voting such Security Holder’s applicable Securities (or executing a written consent with respect to such Securities) in support favor of consummation of the Sale Event Purchase Offer, waiving all appraisal rights available to such Security Holder under applicable Law, and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as shall reasonably be requested by the Company or the Selling Investors Acquirer may reasonably require in order to carry out the terms and provision provisions of this Section 73.4. (d) Within ten Business Days after the giving of the notice contemplated by Section 3.4(b), including without limitation executing the Company will notify the Security Holders of the date set for the consummation of the Transfer of Securities contemplated by the Purchase Offer to the Acquirer (the “Drag-Along Closing Date”). The Drag-Along Closing Date will occur as promptly as practicable after the date the Company gives notice thereof. On the Drag-Along Closing Date, in addition to any other terms of Transfer provided in the notice contemplated by Section 3.4(b), the Company will deliver, to the extent received pursuant to Section 3.4(c), on behalf of each Security Holder, to the Acquirer (i) the certificates representing the shares of Securities to be Transferred which, upon delivery to the Acquirer, will vest in the Acquirer good and delivering instruments of conveyance and transfervalid title to the shares to be Transferred, and any purchase agreement, merger agreement, indemnity agreement, escrow 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; (d) not to deposit, and to cause their Affiliates not to depositall Liens, except as provided in those created by this AgreementSecurity Holders Agreement and (ii) stock powers duly endorsed, any Option Shares against delivery by the Acquirer of all of the consideration, net of all expenses allocated pro rata amongst the Security Holders, to be received by each such Security Holder. Upon notice of the consummation of the Transfers to the Acquirer, the Secretary of the Company owned by will also cause such party or Affiliate in a voting trust or subject any Option Shares to any arrangement or agreement with respect to the voting of such Option Shares, unless specifically requested to do so by the acquiror in connection with the Sale Event; (e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale Event; and (f) if the consideration Transfers to be paid in exchange for reflected on the Option Shares books of the Company. Promptly after completion of a Company Sale pursuant to this Section 7 includes any securities and due receipt thereof by any Optionee 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 Optionee 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 Act3.4, the Company may cause will notify the Security Holders of such completion and will remit to be paid each such Security Holder the total sales price attributable to any the Securities of such Optionee in lieu thereofSecurity Holder sold pursuant to the Purchase Offer available for distribution pursuant to Section 3.5, against surrender less such Security Holder’s pro rata portion of the Shares which would have otherwise been sold by expenses incurred in connection with such Optionee, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Optionee would otherwise receive as of the date of the issuance of such securities in exchange for the Option SharesCompany Sale.

Drag-Along Rights. In If, upon the event that Investors (as defined in that certain Stockholders Agreement by and among approval of the Company and Board of Directors of the Investors named thereinCompany, dated as the holders of June 20, 2007 (the “Stockholders Agreement”)) holding not less than shares equal to a majority of the issued and outstanding Shares Common Stock, determined on an as converted basis (as defined in i.e., assuming the Stockholders Agreement) held by conversion of all Investors (the “Selling Investors”) and the Board of Directors approve a Sale Event (as defined below) in writing, then the Optionee hereby agrees: (a) if such transaction requires stockholder approval, with respect to all Option Shares that such Optionee owns or over which such Optionee otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Option Shares in favor of, and adopt, such Sale Event (together with any related amendment to the Certificate required in order to implement such Sale Event) and to vote in opposition to any and all other proposals that could delay or impair the ability of the Company to consummate such Sale Event; (b) if such transaction is a Stock Sale (as defined below), sell the same proportion of shares of capital stock which can be converted into Common Stock at the time of the Company beneficially determination, into Common Stock), elect to effect a sale of all of their shares of capital stock (the “Subject Shares”), the Optionee shall sell all Option Shares held by him or her on the terms and conditions approved by such Optionee as is other selling stockholders; provided, however, that the Option Shares being sold by the Selling Investors to Optionee are sold for the Person to whom the Selling Investors propose to sell their Shares, and, on same price and upon the same terms and conditions in all material respects as those applicable to the Selling Investors; (c) to execute and deliver all related documentation and take Subject Shares being sold by such other selling stockholders, adjusting for the conversion of all shares of capital stock which can be converted into Common Stock. The Optionee will take all action necessary and desirable in support connection with the consummation of the Sale Event as shall reasonably be requested sale of the Option Shares in connection with a sale of the Subject Shares, including, without limitation, execution and delivery of agreements relating to such sale of Subject Shares and the Option Shares. The Optionee will bear its pro rata share of the cost of any sale of Subject Shares or other equity securities pursuant to a sale of Subject Shares and the Option Shares to the extent such costs are incurred for the benefit generally of all stockholders of the Company and are not otherwise paid by the Company or the Selling Investors in order acquiring party. Costs incurred by stockholders of Company on their own behalf will not be considered costs of the transaction hereunder. The Company shall have no duty or obligation to carry out disclose to the terms and provision of this Section 7, including without limitation executing and delivering instruments of conveyance and transferOptionee, and any purchase agreement, merger agreement, indemnity agreement, escrow 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; (d) not the Optionee shall have no right to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreementbe advised of, any Option Shares of material information regarding the Company owned by such party or Affiliate in a voting trust any of its subsidiaries or subject affiliates, at any Option Shares to any arrangement time prior to, upon or agreement with respect to the voting of such Option Shares, unless specifically requested to do so by the acquiror in connection with the Sale Event; (e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale Event; and (f) if the consideration to be paid in exchange for the Option Shares pursuant to this Section 7 includes any securities and due receipt thereof by any Optionee 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 Optionee 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, the Company may cause to be paid to any such Optionee in lieu thereof, against surrender exercise of the Shares which would have otherwise been sold by such Optionee, an amount in cash equal to the fair value (as determined in good faith rights hereunder by the Company) of the securities which such Optionee would otherwise receive as of the date of the issuance of such securities in exchange for the Option Shares.

Drag-Along Rights. In ( a) If, at any time following the event that Investors (as defined date hereof, the Lead Trivest Investor shall enter into an agreement to sell, in that certain Stockholders Agreement by and among a single transaction or a series of transactions, any of the Company and Securities at the Investors named therein, dated as time owned by (and/or purchasable by) the Lead Trivest Investor to any Person or group of June 20, 2007 Persons who is not a Trivest Affiliate or an Affiliate of the Company (the “Stockholders Agreement”)"Buyer") holding not less than (including, without limitation, a majority sale of the Company by merger, consolidation, sale of all or substantially all of its assets, sale of all of the outstanding Shares (as defined in the Stockholders Agreement) held by all Investors (the “Selling Investors”) and the Board of Directors approve a Sale Event (as defined below) in writingCommon Stock or otherwise), then the Optionee hereby agrees: Lead Trivest Investor may require each holder of Shareholder Stock to sell all of the Shareholder Stock owned by (aand/or purchasable by) if such transaction requires stockholder approval, with respect to all Option Shares that such Optionee owns or over which such Optionee otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Option Shares in favor of, and adopt, such Sale Event (together with any related amendment holders to the Certificate required in order to implement such Sale Event) Buyer contemporaneously with the sale by the Lead Trivest Investor and to vote in opposition to any and all other proposals that could delay or impair the ability of the Company to consummate such Sale Event; (b) if such transaction is a Stock Sale (as defined below), sell at the same proportion of shares of capital stock of the Company beneficially held by such Optionee as is being sold by the Selling Investors to the Person to whom the Selling Investors propose to sell their Shares, and, price per share and on the same terms and conditions as are applicable to the Selling Investors; Company Securities to be sold by the Lead Trivest Investor; provided, that if the Lead Trivest Investor is selling less than all of Company Securities owned by (cand/or purchasable by) to execute and deliver all related documentation and take such other action in support it, each holder of Shareholder Stock shall sell an Applicable Percentage of the Sale Event Shareholder Stock owned by (and/or purchasable by) such holder. Without limitation as to the foregoing, each holder of Shareholder Stock shall reasonably be requested consent to and raise no objections against such a sale. If such sale is structured as a merger or consolidation, each such holder shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation to the fullest extent permitted by law. ( b) If the Company or Lead Trivest Investor wishes to exercise the Selling Investors right granted pursuant to Section 5(a), the Lead Trivest Investor must give written notice to such effect to each holder of Shareholder Stock (a "Drag Along Notice") not less than 20 nor more than 60 days prior to the date upon which such sale is scheduled to close. Each Drag Along Notice shall (i) specify in order to carry out reasonable detail all of the terms and provision conditions upon which such sale is to occur (including a description of this Section 7, 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 impermissible liens, claims and encumbrances) and any similar or related documents; (d) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Option Shares of the Company owned by such party or Affiliate in a voting trust or subject any Option Shares to any arrangement or agreement with respect to the voting of such Option Shares, unless specifically requested to do so by the acquiror all consideration payable in connection with the Sale Event; sale) and (eii) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale Event; and (f) if the consideration to be paid in exchange for the Option Shares pursuant make explicit reference to this Section 7 includes any securities 5 and due receipt thereof by any Optionee would require under state that each such holder is obligated to sell its Shareholder Stock pursuant to such sale. ( c) If the Lead Trivest Investor exercises the right granted pursuant to Section 5(a), subject to the consummation of the sale of all Shareholder Stock to the Buyer and subject to compliance with the other applicable law (xterms of this Agreement, each holder of Shareholder Stock shall promptly take such actions and shall promptly execute such documents and instruments as shall be necessary and desirable to consummate the proposed sale. ( d) At the registration or qualification of such securities or closing of any person as such sale, each holder of Shareholder Stock shall deliver a broker certificate or dealer or agent certificates, registered in such holder's name, properly endorsed and with respect to such all required transfer stamps, if any, representing the securities or (y) the provision to any Optionee 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, the Company may cause to be paid to any such Optionee in lieu thereof, against surrender of the Shares which would have otherwise been being sold by such Optionee, an amount in cash equal to the fair value (as determined in good faith by the Company) holder against delivery of the securities which such Optionee would otherwise receive as applicable consideration from the Buyer. ( e) The provisions of this Section 5 shall terminate upon the date completion of the issuance of such securities in exchange for the Option Sharesa Qualified Public Offering.

Drag-Along Rights. In the event that Investors (as defined in that certain Stockholders Agreement by and among the Company and the Investors named therein, dated as of June 20, 2007 (the “Stockholders Agreement”)) holding not less than a majority of the outstanding Shares (as defined in the Stockholders Agreement) held by all Investors Preferred Majority (the “Selling Investors”) ), and the Board of Directors approve a Sale Event (as defined below) in writing, then the Optionee each Stockholder hereby agrees: (a) if such transaction requires stockholder approval, with respect to all Option Shares that such Optionee Stockholder owns or over which such Optionee Stockholder otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Option Shares in favor of, and adopt, such Sale Event (together with any related amendment to the Certificate Charter required in order to implement such Sale Event) and to vote in opposition to any and all other proposals that could delay or impair the ability of the Company to consummate such Sale Event; (b) if such transaction is a Stock Sale (as defined below), sell the same proportion of shares of capital stock of the Company beneficially held by such Optionee Stockholder as is being sold by the Selling Investors to the Person to whom the Selling Investors propose to sell their Shares, and, on the same terms and conditions as the Selling Investors; provided, however, that the consideration from such Stock Sale be allocated in accordance with Article IV, Section A.4 of the Charter; (c) to execute and deliver all related documentation and take such other action in support of the Sale Event as shall reasonably be requested by the Company or the Selling Investors in order to carry out the terms and provision of this Section 75, 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 impermissible liens, claims and encumbrances) and any similar or related documents; (d) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Option Shares of the Company owned by such party or Affiliate in a voting trust or subject any Option Shares to any arrangement or agreement with respect to the voting of such Option Shares, unless specifically requested to do so by the acquiror acquirer in connection with the Sale Event; (e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale Event; and (f) if the consideration to be paid in exchange for the Option Shares pursuant to this Section 7 5 includes any securities and due receipt thereof by any Optionee 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 Optionee 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, the Company may cause to be paid to any such Optionee Stockholder in lieu thereof, against surrender of the Shares which would have otherwise been sold by such OptioneeStockholder, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Optionee Stockholder would otherwise receive as of the date of the issuance of such securities in exchange for the Option Shares.

Drag-Along Rights. In 2.1 If prior to the event that Investors (as defined in that certain Stockholders Agreement by and among the Company and the Investors named therein, dated as closing of June 20, 2007 (the “Stockholders Agreement”)) holding not less than a majority of the outstanding Shares Qualified IPO (as defined in the Stockholders Agreement) held by Restated Articles), holders of 85% of the aggregate number of the Company’s outstanding shares of capital stock (assuming conversion of all Investors Preference Shares of the Company into Ordinary Shares), voting together as a single class (collectively, the “Selling InvestorsApproving Members”) and the Board of Directors approve a Sale Event (as defined below) in writing), then the Optionee hereby agrees: (a) if such transaction requires stockholder approval, with respect to all Option Shares that such Optionee owns or over which such Optionee otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Option Shares in favor of, otherwise consent in writing to, and/or otherwise agree in writing to sell or transfer all of their shares in any Sale Transaction (as defined in the Restated Articles), then the Company shall promptly notify each of the remaining members of the Company, including the Management Holding Companies and adoptthe Management Shareholder, if applicable (the “Remaining Members”) in writing of such vote, consent and/or agreement and the material terms and conditions of such Sale Event (together Transaction, whereupon each Remaining Member shall, in accordance with any related amendment to instructions received from the Certificate required in order to implement such Sale Event) and to Company, vote in opposition to any and all other proposals that could delay or impair the ability of its voting securities of the Company to consummate in favor of, otherwise consent in writing to, and/or otherwise sell or transfer all of its shares in such Sale Event; Transaction (b) if such transaction is a Stock Sale (as defined below)including without limitation tendering original share certificates for transfer, sell signing and delivering share transfer certificates, share sale or exchange agreements, and certificates of indemnity relating to any shares in the same proportion of shares of capital stock of the Company beneficially held by in the event that such Optionee Remaining Member has lost or misplaced the relevant share certificate, in each case as is being sold by the Selling Investors to the Person to whom the Selling Investors propose to sell their Shares, and, applicable) on the same terms and conditions as the Selling Investors; (c) were agreed to execute and deliver all related documentation and take such other action in support of the Sale Event as shall reasonably be requested by the Company or Approving Members and the Selling Investors in order to carry out the Board of Directors; provided, however, that such terms and provision of this Section 7conditions, 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 impermissible liens, claims and encumbrances) and any similar or related documents; (d) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Option Shares of the Company owned by such party or Affiliate in a voting trust or subject any Option Shares to any arrangement or agreement with respect to the price paid or received per share, may differ as between the Ordinary Shares and Preference A Shares and different series of Preference Shares, if any (including without limitation, in order to reflect the Liquidation Preferences (as set forth in the Restated Articles) and participation rights of the Preference Shares as set forth in Restated Articles). 2.2 In furtherance of Section 2.1 above, the Company is hereby expressly authorized by each Remaining Member to take any and all of the following actions on such Remaining Member’s behalf (without receipt of any further consent by such Remaining Member): (i) vote all of the voting securities of such Option SharesRemaining Member in favor of any such Sale Transaction; (ii) otherwise consent on such Remaining Member’s behalf to such Sale Transaction; (iii) sell all of such Remaining Member’s shares in such Sale Transaction, unless specifically requested in accordance with the terms and conditions hereof; and (iv) act as the Remaining Member’s attorney-in-fact in relation to do so by any such Sale Transaction and have the acquiror full authority to sign and deliver, on behalf of such Remaining Member, share transfer certificates, share sale or exchange agreements and certificates of indemnity relating to any shares in the capital of the Company in the event that such Remaining Member has lost or misplaced the relevant share certificate, in each case as applicable. 2.3 Notwithstanding Sections 2.1 and 2.2, the Remaining Members shall not be obligated to vote, consent and/or sell their shares in connection with any such Sale Transaction to the Sale Event; (e) to refrain from exercising any dissenters’ rights or rights extent that all of appraisal under applicable law at any time the Approving Members do not also do so with respect to such Sale Event; and (f) if the consideration to be paid in exchange for the Option Shares pursuant to this Section 7 includes any securities and due receipt thereof by any Optionee 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 Optionee 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, the Company may cause to be paid to any such Optionee in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Optionee, an amount in cash equal to the fair value (as determined in good faith by all the Company) of the securities which such Optionee would otherwise receive as of the date of the issuance of such securities in exchange for the Option Shares’s shares held by them.

Drag-Along Rights. In the event that Investors (as defined in that certain Stockholders Agreement by and among the Company and the Investors named therein, dated as of June 20, 2007 (the “Stockholders Agreement”)) holding not less than a majority of the outstanding Shares (as defined in the Stockholders Agreement) held by all Investors (the “Selling Investors”) and the Board of Directors approve a Sale Event (as defined below) in writing, then the Optionee hereby agrees: (a) if such transaction requires stockholder approvalAt any time that the Board (including at least one (1) Eos Manager, with respect to all Option Shares that such Optionee owns or over which such Optionee otherwise exercises voting power, to vote (except in person, by proxy or by action by written consent, as applicablethe case of a Qualified Sale) all Option Shares in favor of, and adopt, such shall approve the Sale Event (together with any related amendment to the Certificate required in order to implement such Sale Event) and to vote in opposition to any and all other proposals that could delay or impair the ability of the Company to consummate such one or more Persons (an “Approved Sale”), each Equity Owner and the Company shall consent to and raise no objections against the Approved Sale Event; (b) other than as permitted pursuant to Section 6.3), and if such transaction Approved Sale is structured as: (i) a Stock Sale merger or consolidation of the Company or a sale of all or substantially all of the Company’s assets, each Equity Owner shall, and hereby does, waive any dissenter’s rights, appraisal rights or similar rights in connection with such merger or consolidation; or (as defined belowii) a sale of Equity Securities (whether directly or indirectly through the sale of an Equity Owner), each Equity Owner shall, and hereby does, agree to sell their Equity Securities (whether directly or indirectly through the same proportion sale of an Equity Owner) on the terms and conditions approved by the Board, and in each such instance shall waive any claims any Equity Owner may have against the Board in connection with such Approved Sale. Each Equity Owner (in its capacity as an Equity Owner and, if applicable, an officer) and the Company shall take all necessary and desirable actions in connection with the consummation of the Approved Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide the representations, warranties, indemnities (jointly and severally with respect to any escrow amounts and on a several basis thereafter), covenants, conditions, escrow agreements and other provisions and agreements relating to such Approved Sale and (B) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale as set forth below; provided that any Approved Sale shall be structured such that the applicable Eos Member and the applicable Highland Member may sell in such Approved Sale, in lieu of Units held by such Members, a number of shares of capital stock in such Member (or stock, units or other equity interest of any Person that owns such Member) representing an indirect interest in the Company that represents an equivalent ownership interest as the number of Units to be included in the Approved Sale. The Members shall not be required to comply with, and shall have no rights under, Sections 9.1 through 9.4 in connection with any Approved Sale. (b) The Company shall provide the Equity Owners with written notice of any Approved Sale at least ten (10) days prior to the consummation thereof setting forth in reasonable detail the terms (including price, time and form of payment) of any Approved Sale. Each Equity Owner shall receive the same portion of the aggregate consideration from such Approved Sale that such Equity Owner would have received if such aggregate consideration (in the case of a Company beneficially held by such Optionee as is being sold Asset Sale, after payment or provision for all liabilities) had been distributed by the Selling Investors Company pursuant to the Person to whom the Selling Investors propose to sell their Shares, and, on the same terms and conditions as the Selling Investors;Section 4.1(c). (c) Each Equity Owner and the Company hereby grants an irrevocable proxy and power of attorney to any nominee of the Board (the “Board Nominee”) to take all reasonable actions and execute and deliver all related documentation documents deemed reasonably necessary and take appropriate by such other action in support Person to effectuate the consummation of any Approved Sale. The proxies and powers granted by the Equity Owners hereunder are coupled with an interest and are given to secure the performance of the Sale Event as Equity Owners’ obligations hereunder. Such proxies and powers shall reasonably be requested by irrevocable for the Company or the Selling Investors in order to carry out the terms and provision term of this Section 7Agreement and shall survive the death, including without limitation executing incompetency, disability or bankruptcy of any Equity Owner or Permitted Transferee thereof. The Equity Owners hereby agree to indemnify, defend and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, hold the Board Nominee harmless (severally in accordance with their pro rata share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents; (d) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Option Shares of the Company owned by such party or Affiliate consideration received in a voting trust or subject any Option Shares to any arrangement or agreement with respect to the voting of such Option Shares, unless specifically requested to do so by the acquiror in connection with the Sale Event; (e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale Event; and (f) if the consideration to be paid in exchange for the Option Shares pursuant to this Section 7 includes any securities and due receipt thereof by any Optionee 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 Optionee 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, the Company may cause to be paid to any such Optionee in lieu thereofApproved Sale (and not jointly and severally)) against all liability, against surrender loss or damage, together with all reasonable costs and expenses (including reasonable legal fees and expenses), relating to or arising from its exercise of the Shares which would have otherwise been sold by such Optionee, an amount in cash equal to the fair value (as determined in good faith by the Company) proxy and power of the securities which such Optionee would otherwise receive as of the date of the issuance of such securities in exchange for the Option Sharesattorney granted hereby absent gross negligence or fraud.

Drag-Along Rights. In If the event that Investors (as defined in that certain Stockholders Agreement by and among the Company Realization Sale Notice has been given pursuant to Section 7.2 and the Investors named thereinRealization Sale Rightholders do not elect to exercise their rights under Section 7.3, dated as of June 20, 2007 the Phase Two Group shall accept the Realization Sale Transaction offered by the Realization Sale Purchaser and shall send written notice (the “Stockholders Agreement”"Drag-Along Notice") to the other Shareholders (the "Drag-Along Sellers")) holding , with a copy to the Company, notifying them that they will be required to sell all (but not less than a majority all) of the outstanding Shares (as defined their Equity Securities in the Stockholders AgreementRealization Sale Transaction. Upon receipt of a Drag-Along Notice, each Drag-Along Seller receiving such notice shall be obligated to (i) held by sell all Investors (of its Equity Securities in the “Selling Investors”) and the Board of Directors approve Realization Sale Transaction at a Sale Event (as defined below) in writing, then the Optionee hereby agrees: (a) if such transaction requires stockholder approval, with respect to all Option Shares that such Optionee owns or over which such Optionee otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Option Shares in favor of, and adopt, such Sale Event (together with any related amendment to the Certificate required in order to implement such Sale Event) and to vote in opposition to any and all other proposals that could delay or impair the ability of the Company to consummate such Sale Event; (b) if such transaction is a Stock Sale (as defined below), sell the same proportion of shares of capital stock of the Company beneficially held by such Optionee as is being sold by the Selling Investors to the Person to whom the Selling Investors propose to sell their Shares, 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 Event as shall reasonably be requested by the Company or the Selling Investors in order to carry out the terms and provision of this Section 7, 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, price per share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents; (d) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Option Shares of the Company owned by such party or Affiliate in a voting trust or subject any Option Shares to any arrangement or agreement with respect to the voting of such Option Shares, unless specifically requested to do so by the acquiror in connection with the Sale Event; (e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale Event; and (f) if the consideration to be paid in exchange for the Option Shares pursuant to this Section 7 includes any securities and due receipt thereof by any Optionee 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 Optionee 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, the Company may cause to be paid to any such Optionee in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Optionee, an amount in cash equal to the fair value Realization Sale Price and upon the Realization Sale Terms (including payment of its pro rata share of all costs associated with such transaction) and (ii) otherwise take all necessary action in its capacity as determined a shareholder to cause the consummation of such Realization Sale Transaction, including voting its Equity Securities in good faith by the Company) favor of such Realization Sale Transaction and not exercising any appraisal rights in connection therewith. The obligations of the securities which such Optionee would otherwise receive as of the date of the issuance Drag-Along Sellers in respect of such securities Realization Sale Transaction are subject to the condition that no Drag-Along Seller shall be obligated under the terms of any agreement respecting such Realization Sale Transaction to indemnify any Person in exchange for an amount greater than the Option Sharesproceeds to be received by such Drag-Along Seller in such Realization Sale Transaction.

Drag-Along Rights. (A) If a sale of the Project is authorized under Section 9.2, the Initiating Member may require that the Responding Member to join with the Initiating Member in selling 100% of the Membership Interests in the Company in lieu of transferring the Project. Any such sale of Membership Interests (i) must yield to each Member the same consideration (adjusted to take into account the varying economic rights and claims of Members) and (ii) may not create any liability on the part of the Manager, any Member or any Indemnified Person of the Manager or a Member, except to the extent otherwise agreed by the person who is liable. The consideration received by any Member in connection with any such sale shall be allocated among the Members in the same proportions that such consideration would have been distributed to the Members pursuant to Section 6.2 if the consideration had been paid to the Company and the Company had distributed the consideration as Net Proceeds. (B) The Initiating Member may invoke this Section 9.3 by delivering to the Responding Member, not later than 10 days before the proposed closing, a notice so stating and all documents that the Responding Member will be required to execute in connection with the transfer of its Membership Interest. Such documents shall not impose obligations or liabilities on the Responding Member or any Indemnified Affiliate of the Responding Member other than a representation and warranty that the Responding Member owns the Membership Interest transferred by the Responding Member, that such Membership Interest is not subject to any lien, security interest or adverse claim (except in favor of a Lender of the Company in connection with the Development Financing or a Refinancing Loan) and that the Responding Member has taken any corporate action necessary to authorize the transfer of such Membership Interest. So long as such documents comply with the requirements of this Section 9.3(B), the Responding Member shall, within 10 days after its receipt of such documents, execute such documents and return such documents to the Initiating Member or to such processing service as the Initiating Member may direct. If the Responding Member fails to timely return the documents presented to it, the Initiating Member may execute the documents on behalf of the Responding Member so long as such documents comply with the requirements of this Section 9.3(B), and each Member hereby appoints each other Member, when acting as the Initiating Member, as the attorney-in-fact of such Member for such purpose, which appointment is coupled with an interest and is irrevocable. In any event, whether or not transfer documents are executed by the Responding Member or by the Initiating Member on behalf of the Responding Member, upon consummation of the related closing with the third-party purchaser identified in the Third-Party Offering Notice, each Membership Interest will be deemed transferred by the Member that is the holder thereof to such third-party purchaser (in the case of the Responding Member, with only the representations or warranties as provided above and no other recourse to the Responding Member), and such third-party purchaser shall thereafter be the owner of all Membership Interests with all rights, benefits and obligations appurtenant thereto, and the Members will have only the right to receive a payment in respect of their respective Membership Interests in an amount as provided in this Section 9.3. (C) The Initiating Member shall have the same period to complete a sale of Membership Interests that would be allowed by Section 9.2 for completion of the sale of the Project that was authorized for the related Third-Party Offer. Promptly after a sale of Membership Interests is consummated (and in any event not later than three business days after consummation of such sale of the Membership Interests), the Initiating Member shall give the Responding Member notice, specifying the date of the closing, and shall deliver or cause the applicable third-party purchaser to deliver to the Responding Member the proceeds allocable to the Membership Interest of the Responding Member. In the event that Investors the Initiating Member does not complete a sale of Membership Interests within the period allowed by this Section 9.3(C), (as defined in that certain Stockholders Agreement i) any documents submitted by the Responding Member pursuant to Section 9.3(B) will be null and among void and of no force or effect and (ii) the Initiating Member may not subsequently consummate such sale of Membership Interests without first repeating the process required by Sections 9.2 and 9.3(B). (D) There shall be no liability on the part of any Initiating Member to the Manager, the Responding Member or the Company and if any proposed sale of Membership Interests is not consummated for whatever reason, including a default by the Investors named thereinthird-party purchaser or the Responding Member or failure of conditions precedent to such sale of Membership Interests. The Initiating Member, dated as in its discretion, may determine whether to complete a sale of June 20, 2007 (the “Stockholders Agreement”)) holding not less than a majority of the outstanding Shares (as defined in the Stockholders Agreement) held by all Investors (the “Selling Investors”) and the Board of Directors approve a Sale Event (as defined below) in writing, then the Optionee hereby agrees:Membership Interests. (aE) if such transaction requires stockholder approval, with respect to all Option Shares that such Optionee owns or over which such Optionee otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Option Shares in favor of, and adopt, such Sale Event (together In connection with any related amendment to the Certificate required in order to implement such Sale Event) and to vote in opposition to any and all other proposals that could delay or impair the ability of the Company to consummate such Sale Event; (b) if such transaction is a Stock Sale (as defined below), sell the same proportion of shares of capital stock of the Company beneficially held by such Optionee as is being sold by the Selling Investors to the Person to whom the Selling Investors propose to sell their Shares, 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 Event as shall reasonably be requested by the Company or the Selling Investors in order to carry out the terms and provision of this Section 7, 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 impermissible liens, claims and encumbrances) and any similar or related documents; (d) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Option Shares of the Company owned by such party or Affiliate in a voting trust or subject any Option Shares to any arrangement or agreement with respect to the voting of such Option Shares, unless specifically requested to do so by the acquiror in connection with the Sale Event; (e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale Event; and (f) if the consideration to be paid in exchange for the Option Shares pursuant to this Section 7 includes any securities and due receipt thereof by any Optionee 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 Optionee 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 Act9.3, the Company Initiating Member will be responsible for securing any consents, approvals or other actions necessary to comply with Section 7.1(C) and for taking any actions that may cause be necessary to be paid to any such Optionee in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Optionee, an amount in cash equal to the fair value (as determined in good faith by the Company) of the comply with applicable securities which such Optionee would otherwise receive as of the date of the issuance of such securities in exchange for the Option Shareslaws.

Drag-Along Rights. In the event that Investors (as defined in that certain Stockholders Agreement by and among the Company and the Investors named therein, dated as of June 20, 2007 (the “Stockholders Agreement”)) holding not less than a majority of the outstanding Shares (as defined in the Stockholders Agreement) held by all Investors (the “Selling Investors”) and the Board of Directors approve a Sale Event (as defined below) in writing, then the Optionee hereby agrees: (a) if such transaction requires stockholder approvalIf (i) the Board and (ii) one or more Members that hold, with respect in the aggregate, at least a Percentage Interest equal to all Option Shares that such Optionee owns majority of voting interests of the Voting Units (on an as-converted basis) in the Company (the Members in clause (ii), the “Approving Holders”), approve an IPO or over which such Optionee otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Option Shares in favor of, and adopt, such Sale a Deemed Liquidation Event (together with such sale, an “Approved Sale”), each Member shall consent to and raise no objections against such IPO or Approved Sale (including refraining from exercising any related amendment to the Certificate required in order to implement such Sale Eventrights of appraisal) and shall take all reasonably necessary actions in his, her or its capacity as a Member in connection with the consummation of such IPO or Approved Sale. If an Approved Sale is structured as a sale of Units, each Member shall agree to vote in opposition sell all of his, her or its Units and rights to any acquire Units which are subject to such Approved Sale on the terms and all other proposals that could delay or impair conditions approved by the ability of the Company to consummate such Sale Event;Approving Holders. (b) The obligations of the Members with respect to any Approved Sale are subject to the following conditions: (i) if the Approved Sale involves the distribution of cash and non-cash consideration, such transaction is a Stock Sale (as defined below), sell consideration will be allocated among the then- outstanding classes so that each class will receive the same proportion ratio of shares cash and non-cash consideration; (ii) all Members will receive consideration in the priority and amounts consistent with this Agreement; and (iii) if any Members are given an option as to the form and amount of capital stock consideration to be received, all Members of the Company beneficially held by such Optionee as is being sold same class will be given the same option, on a pro rata basis; provided, that, notwithstanding the foregoing, all distributions made by the Selling Investors to the Person to whom the Selling Investors propose to sell their Shares, and, on the same terms and conditions as the Selling Investors;Company in connection with any Approved Sale must be made in accordance with Section 4.3(b). (c) Provided that such Approved Sale is consummated, each Member transferring Units in an Approved Sale shall be obligated to execute and deliver all related documentation and take such other action in support pay his, her or its pro rata share (based on the value of the Sale Event as shall reasonably proceeds to be requested received from the sale of the Units) of the expenses incurred by the Company or sellers in connection with such Transfer and shall be obligated to join, on a pro rata basis (based on the Selling Investors in order to carry out the terms and provision of this Section 7, 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 impermissible liens, claims and encumbrances) and any similar or related documents; (d) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Option Shares value of the Company owned proceeds to be received from the sale of the Units by such party Member) in any indemnification or Affiliate other obligations that the Approving Holders agree to provide in connection with such Approved Sale (other than any such obligations that relate specifically to a voting trust or subject any Option Shares to any arrangement or agreement holder of such Units, such as indemnification with respect to the voting representations and warranties given by a Member regarding such Member’s title to and ownership of such Option SharesUnits; provided, unless specifically requested to do so by the acquiror in connection with the Sale Event; (e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale Event; and (f) if the consideration to be paid in exchange for the Option Shares pursuant to this Section 7 includes any securities and due receipt thereof by any Optionee 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 Optionee of any information however, that 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, the Company may cause to be paid to any such Optionee obligations that relate specifically to a Member, such Member shall not be liable for more than its pro rata share in lieu thereof, against surrender of any indemnification and such liability shall be several and not joint with any other Person and shall not exceed the Shares which would have otherwise been sold total purchase price received by such Optionee, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Optionee would otherwise receive as of the date of the issuance of such securities in exchange Member for the Option Sharesits Units).

Drag-Along Rights. In (a) If any Shareholder receives from a third party (the event “Third Party”) acting as principal and dealing at arm’s length with the Transferring Shareholder, a bona fide written offer (the “Third Party Offer”) to purchase all (but not less than all) of the Shares and Convertible Securities (which transaction may include, without limitation, an offer pursuant to a merger, amalgamation, arrangement, capital reorganization, consolidation or similar transaction), and the Third Party Offer is accepted by either (i) Shareholders holding at least 50% of the votes attached to the outstanding Shares and Convertible Securities held by parties to this Agreement (including votes that Investors attach to securities issuable upon exercise of Convertible Securities) so long as the Third Party Offer is a Qualifying Offer (as defined in that certain Stockholders Agreement by and among the Company and the hereinafter), or (ii) an Investors named therein, dated as of June 20, 2007 Majority (the “Stockholders AgreementAccepting Shareholders”), the Accepting Shareholders shall be entitled to obtain from the Third Party an offer (a “Drag-Along Offer”) holding not less than a majority to purchase all of the outstanding Shares (as defined in and Convertible Securities of the Stockholders Agreement) Corporation held by all Investors the Shareholders other than the Accepting Shareholders (the “Selling InvestorsForced Shareholders”) and the Board of Directors approve a Sale Event (as defined below) in writing, then the Optionee hereby agrees: (a) if such transaction requires stockholder approval, with respect to all Option Shares that such Optionee owns or over which such Optionee otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Option Shares in favor of, and adopt, such Sale Event (together with any related amendment to the Certificate required in order to implement such Sale Event) and to vote in opposition to any and all other proposals that could delay or impair the ability of the Company to consummate such Sale Event; (b) if such transaction is a Stock Sale (as defined below), sell the same proportion of shares of capital stock of the Company beneficially held by such Optionee as is being sold by the Selling Investors to the Person to whom the Selling Investors propose to sell their Shares, and, on the same terms and conditions as contained in the Selling Investors;Third Party Offer, subject to the provisions of Section 6.4(b). Notwithstanding the foregoing, Xxxxxxxx shall not be required to accept a Drag Along Offer prior to the date one year from the date of this Agreement. If the consideration to be received by the Forced Shareholders in the Drag-Along Offer includes consideration other than cash or cash equivalents, the Drag-Along Offer shall, if necessary, include a valuation prepared in accordance with Section 6.5. The Drag-Along Offer shall be irrevocable. For the purposes of this Agreement, a “Qualifying Offer” means a Third Party Offer: (i) received within two years from the date hereof, and (ii) pursuant to which the holders of the Class 1 Shares purchased by the Investors pursuant to the Subscription Agreement would be entitled to receive aggregate proceeds, payable in cash, equal to not less than $2,000 for each Class 1 Share held by such Persons. (b) The Drag-Along Offer shall: (i) not provide a Collateral Benefit to any Shareholder or any Affiliate or Related Party thereof (other than, to the extent that proceeds are distributed in accordance with the Articles of Amendment, in the case of any holder of Class 1 Shares, the right of such holder to receive the TR Value) (ii) require each of the Shareholders to provide such representations, warranties and indemnities as are customary and reasonably requested by the Third Party; and (iii) provide that each such Shareholder’s liability for representations, warranties and indemnities provided to the Third Party shall be, in any event, limited to such Shareholder’s pro rata share of the proceeds received from the transaction. (c) The Forced Shareholders shall be obliged to accept the Drag-Along Offer (or otherwise take all necessary action to cause the Corporation to consummate the proposed transaction, as applicable) within 3 Business Days of receipt or such other period agreeable to the Accepting Shareholders. The acceptance of the Drag-Along Offer shall be made in writing and a copy of the acceptance (or of the accepted Drag-Along Offer) shall be delivered to the Accepting Shareholders within such 3 Business Day period. (d) If any of the Forced Shareholders do not deliver an acceptance of the Drag-Along Offer within the 3 Business Day period referred to above, the Secretary of the Corporation (the “Drag-Along Offer Attorney”) shall be entitled to, and the Shareholders acknowledge, agree and authorize the Drag-Along Offer Attorney to, accept the Drag-Along Offer on behalf of such Forced Shareholders and to deliver the acceptance to the Third Party and, for such purpose, each of the Forced Shareholders hereby appoints the Drag-Along Offer Attorney as its attorney, on the terms set forth in Section 11.2, with full power of substitution, in the name of the Forced Shareholder to accept the Drag-Along Offer and to execute and deliver all related documentation documents and take instruments to give effect to such other action in support acceptance and to establish a binding contract of purchase and sale between the Forced Shareholder and the Third Party with respect to all of the Sale Event as shall reasonably be requested Shares and other securities held by the Company or Forced Shareholder and to execute and deliver all deeds, transfers, assignments and assurances necessary to effectively Transfer such Shares to the Selling Investors Third Party. Each of the Shareholders agrees that it will perform the agreement resulting from acceptance of the Drag-Along Offer in order to carry out the accordance with its terms and provision will ratify and confirm all that the Drag-Along Offer Attorney may do or cause to be done pursuant to the foregoing. Notwithstanding that certificates or instruments evidencing the Shares or Convertible Securities may not have been delivered by any Forced Shareholder to the Third Party, upon completion of this Section 7, including without limitation executing the Third Party’s obligations under the Third Party Offer: (i) the purchase of Shares or Convertible Securities from the Forced Shareholder shall be deemed to have been fully completed and delivering instruments the records 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 impermissible liens, claims and encumbrances) and any similar or related documentsthe Corporation may be amended accordingly; (dii) not to depositall right, title, benefit and interest, both at law and in equity, in and to cause their Affiliates not the Shares or Convertible Securities shall be conclusively deemed to deposithave been transferred and assigned to and become vested in the Third Party; and (iii) all right, except as provided in this Agreementtitle, any Option Shares of the Company owned by such party or Affiliate in a voting trust or subject any Option Shares to any arrangement or agreement with respect to the voting benefit and interest of such Option Forced Shareholder and of any other Person (other than the Third Party) having an interest in such Shares, unless specifically requested to do so by the acquiror legal or equitable, in connection with the Sale Event;any capacity whatsoever shall cease. (e) The purchase and sale of Shares and Convertible Securities in accordance with the provisions of the Drag-Along Offer shall be completed at the same time and on the same terms as the completion of the purchase and sale of Shares and Convertible Securities and/or other securities between the Accepting Shareholders and the Third Party in accordance with the Third Party Offer and as part of the same closing within 60 Business Days after expiry of the 3 Business Day period referred to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale Event; andin Section 6.4(c). (f) if In the consideration to be paid event that a Drag-Along Offer is made in exchange for connection with a Third Party Offer and the Option Shares pursuant to this Section 7 includes any securities held by the Accepting Shareholders and due receipt thereof by any Optionee 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 Optionee of any information other Forced Shareholders constitute less 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, the Company may cause to be paid to any such Optionee in lieu thereof, against surrender all of the Shares which would have otherwise been sold by such Optioneeof the Corporation, an amount in cash equal the Corporation agrees to take all steps necessary to facilitate the fair value (as determined in good faith Third Party’s compulsory acquisition pursuant to Part XVII of the CBCA, if applicable, of all Shares of the Corporation not already purchased by the Company) of the securities which such Optionee would otherwise receive as of the date of the issuance of such securities in exchange for the Option SharesThird Party.

Drag-Along Rights. In (a) If (i) the event that Investors (as defined in that certain Stockholders Agreement by and among the Company and the Investors named therein, dated as holders of June 20, 2007 (the “Stockholders Agreement”)) holding not less than a majority of the total issued and outstanding Ordinary Shares of the Company (excluding any Shares issued or issuable pursuant to the ESOP or other incentive programs of the Company) and (ii) the holders of at least 75% of the total issued and outstanding Preference Shares (voting as defined a single class on an as-converted basis) ((i) and (ii), collectively, the “Dragging Shareholders”) have jointly approved a Trade Sale at a per share price of no less than US$5.8151888791 (subject to any appropriate adjustments for any share dividends, any share subdivision, combination or other similar recapitalization with respect to the Shares) (such approved Trade Sale, a “Drag-Along Event”), the Dragging Shareholders shall have the option, but not the obligation, to issue a written notice to the other Shareholders, and: (i) in the Stockholders Agreementcase of Drag-Along Event that is a sale of Shares to one or more purchasers (a “Drag-Along Sale”), each Shareholder shall sell all its Shares (or in the case of a sale of less than all of the Shares, its Pro Rata Share of the Shares to be sold) to the prospective purchaser or purchasers on the terms and conditions approved by the Dragging Shareholders, and for such purpose each of the other Shareholders shall, within 15 days after receipt of the notice specified above, deliver to the Company the endorsed share certificates and corresponding instruments of transfer, undated and executed in blank, representing all of the Shares held by such Shareholder, and the relevant letter of authority to the Company to dispose of the Shares as appropriate; (ii) in the case of a Drag-Along Event that is (1) a sale of all Investors or substantially all of the Group Companies’ assets or an exclusive licensing of all or substantially all of the Group Companies’ intellectual property or (2) a merger or consolidation or other transaction effecting a sale of the Company or a Controlling interest in the Company, including without limitation by way of a scheme or arrangement or similar business combination (any of (1) and (2), a “Sale Transaction”), each other Shareholder shall (x) vote its Shares in favor of such Sale Transaction in the terms approved by the Board, in any vote of the Shareholders on such matter, (y) cause its designated Director(s) on the Board (as applicable) to vote in favor of the Sale Transaction and (z) otherwise take all actions necessary or appropriate to facilitate such Sale Transaction; and (iii) each Shareholder shall waive all rights of appraisal that it, he or she may have under applicable law with respect to the Drag-Along Event. (b) The Shareholders selling their Shares in a Drag-Along Sale other than the Dragging Shareholders (together, the “Selling InvestorsDrag-Along Shareholders”) shall agree to make or agree to the same customary representations, warranties, covenants, indemnities and agreements as the Dragging Shareholders so long as they are made severally and not jointly, and the Board liabilities thereunder are borne on a pro rata basis based on the consideration to be received by each such Shareholder and in any event shall not exceed such Shareholder’s net proceeds from the Drag-Along Sale. Any representation relating specifically to a Dragging Shareholder or Drag-Along Shareholder shall be made only by such relevant Shareholder and any indemnity given with respect to such representation shall be given only by such relevant Shareholder. Each Dragging Shareholder and Drag-Along Shareholder shall be responsible for funding its pro rata share of Directors approve (i) any escrow arrangements(if any) in connection with the Drag-Along Sale and, subject to the foregoing sentence, for its proportionate share of any withdrawals therefrom, and (ii) any fees, commissions, adjustments to purchase price, expenses and costs in connection with the Drag-Along Sale. No Shareholder or Affiliate of any Shareholder shall have any liability to any other Shareholder or the Company arising from, relating to or in connection with the pursuit, consummation, postponement, abandonment or terms and conditions of any proposed Transfer pursuant to this Section 3.6, except to the extent such Shareholder shall have failed to comply with the provisions of this Section 3.6. (c) Solely for purposes of Section 3.6(a)(ii) and in order to secure the performance of each Drag-Along Shareholder’s obligations under Section 3.6(a)(ii), each Drag-Along Shareholder hereby irrevocably appoints each other Shareholder that qualifies as a Sale Event Drag-Along Proxy Holder (as defined below) in writing, then as the Optionee hereby agrees: attorney-in-fact and proxy of such Drag-Along Shareholder (awith full power of substitution) if such transaction requires stockholder approval, to vote or provide a written consent with respect to all Option its Shares that as described in this Section 3.6(c) if, and only in the event that, such Optionee owns or over which such Optionee otherwise exercises voting power, Drag-Along Shareholder fails to vote or provide a written consent with respect to its Shares in accordance with the terms of Section 3.6(a)(ii) (in personeach such Shareholder, by proxy a “Breaching Drag-Along Shareholder”) within three (3) days of a request for such vote or by action by written consent. Upon such failure, as applicablethe Dragging Shareholders shall have and are hereby irrevocably granted a proxy to vote or provide a written consent with respect to each such Breaching Drag-Along Shareholder’s Shares for the purposes of taking the actions required by Section 3.6(a)(ii) all Option Shares (the Dragging Shareholders in favor ofsuch capacity, the “Drag-Along Proxy Holder”). Each Shareholder intends this proxy to be, and adoptit shall be, irrevocable and coupled with an interest, and each Drag-Along Shareholder will take such Sale Event (together further action and execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revoke any proxy previously granted by it with any related amendment respect to the Certificate required matters set forth in order Section 3.6(a)(ii) with respect to implement such Sale Event) and to vote in opposition to any and all other proposals that could delay or impair the ability of the Company to consummate such Sale Event; (b) if such transaction is a Stock Sale (as defined below), sell the same proportion of shares of capital stock of the Company beneficially held Shares owned by such Optionee as is being sold by the Selling Investors to the Person to whom the Selling Investors propose to sell their Shares, 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 Event as shall reasonably be requested by the Company or the Selling Investors in order to carry out the terms and provision of this Section 7, 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 impermissible liens, claims and encumbrances) and any similar or related documents;Shareholder. (d) For the avoidance of doubt, Sections 3.4 and 3.5 shall not to deposit, and to cause their Affiliates not to deposit, except as provided apply in this Agreement, any Option Shares the event of the Company owned by such party or Affiliate in a voting trust or subject any Option Shares to any arrangement or agreement with respect to the voting of such Option Shares, unless specifically requested to do so by the acquiror in connection with the Sale Drag-Along Event;. (e) to refrain from exercising any dissenters’ rights or rights Notwithstanding the provisions provided in this Section 3, the prior written approval of appraisal under applicable law at any time with respect to such Sale Event; and (f) Bitauto is required if the consideration Trade Sale is to be paid in exchange for the Option Shares pursuant to this Section 7 includes any securities and due receipt thereof by any Optionee 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 Optionee 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 ActCompany Restricted Person, the Company may cause prior written approval of Tencent is required if the Trade Sale is to be paid a Tencent Restricted Person, the prior written approval of JD is required if the Trade Sale is to any such Optionee in lieu thereof, against surrender a JD Restricted Person and the prior written approval of Baidu is required after the Shares which would have otherwise been sold by such Optionee, an amount in cash equal Baidu Closing if the Trade Sale is to the fair value (as determined in good faith by the Company) of the securities which such Optionee would otherwise receive as of the date of the issuance of such securities in exchange for the Option Sharesa Baidu Restricted Person.

Drag-Along Rights. In the event that Investors (as defined in that certain Stockholders Agreement by and among the Company and the Investors named therein, dated as of June 20, 2007 (the “Stockholders Agreement”)) holding not less than a majority of the outstanding Shares (as defined in the Stockholders Agreement) held by all Investors (the “Selling Investors”) and the Board of Directors approve a Sale Event (as defined below) in writing, then the Optionee hereby agrees: (a) At any time a Member may propose a Drag Along Transaction with a person or group of persons who are not Members or the Permitted Transferees of any Member. If such proposed Drag Along Transaction has been approved pursuant to a Required Member Approval (any such approved Drag Along Transaction, an "Approved Sale"), then all Members shall consent to and raise no objections against the Approved Sale, and if such transaction requires stockholder approvalthe Approved Sale is structured as (i) a merger, with respect to share exchange or consolidation of the Company, or a Disposition of all Option Shares that such Optionee owns or over which such Optionee otherwise exercises voting powersubstantially all of the assets of the Company, to each Member shall vote (in person, by proxy or by action by written consent, as applicable) all Option Shares in favor ofof the Approved Sale and shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger, consolidation or asset sale, or (ii) a Disposition of all the Membership Interests, the Members shall agree to sell all their Membership Interests which are the subject of the Approved Sale, on the terms and conditions of such Approved Sale. The Members shall promptly take all necessary and desirable actions in connection with the consummation of the Approved Sale, including using their respective reasonable best efforts to obtain Board of Directors' consent to the Approved Sale and the execution of such agreements and such instruments and other actions reasonably necessary to (x) provide customary representations, warranties, indemnities, and adopt, escrow arrangements relating to such Approved Sale Event (together subject to clause (c)(iv) below) and (y) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale as set forth in Section 8.8(b) below. The Members shall be permitted to sell their Membership Interests pursuant to an Approved Sale without complying with any related amendment to the Certificate required in order to implement such Sale Event) and to vote in opposition to any and all other proposals that could delay or impair the ability provisions of the Company to consummate such Sale Event;Article VIII of this Agreement. (b) if The Members that have initiated an Approved Sale pursuant to this Section 8.8 shall represent and warrant, severally and not jointly, to the other Members that no additional consideration or benefit has been or is to be paid or provided by such transaction is a Stock Sale prospective purchaser or any other person to such Member or its Affiliates, pursuant to or in connection with such Approved Sale, directly or indirectly (as defined belowwhether in the form of tangible or intangible assets, money, property, security or other benefits or opportunities), sell and that the Approved Sale is not made as part of or in connection with any other transaction pursuant to which such Member will receive any additional benefit or consideration, based on such Member's ownership of Membership Interests. The foregoing provision shall not be deemed to prohibit a Drag Along Transaction to any person merely because such person has, is currently having or intends to have a business relationship with one or more Members. (c) The obligations of the Members pursuant to this Section 8.8 are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, each Member shall receive the same proportion of shares the aggregate consideration from such Approved Sale that such holder would have received if such aggregate consideration had been distributed by the Company pursuant to the rights and preferences set forth in Section 6.1(b) (without giving any effect to Section 6.1(c)) as in effect immediately prior to such Approved Sale (giving effect to applicable orders of capital stock priority), and if a Member receives consideration from such Approved Sale in a manner other than as contemplated by such rights and preferences or in excess of the Company beneficially held amount to which such Member is entitled in accordance with such rights and preferences (other than customary fees that may be earned by any Affiliate of a Member as a result of such Optionee Affiliate arranging financing or providing investment banking services in connection with an Approved Sale), then such Members shall take such action as is being sold by the Selling Investors necessary so that such consideration shall be immediately reallocated among and distributed to the Person to whom the Selling Investors propose to sell their Shares, and, on the same terms Members in accordance with such rights and conditions as the Selling Investorspreferences; (cii) subject to execute Section 8.8(c)(v) below, if any Members of a class are given an option as to the form and deliver amount of consideration to be received, all related documentation and take such other action in support Members will be given the same option; (iii) no Member shall be obligated to make any out-of-pocket expenditure prior to the consummation of the Approved Sale Event as (excluding modest expenditures for postage, copies, and the like) and no Member shall reasonably be requested obligated to pay any portion (or, if paid, shall be entitled to be reimbursed by the Company for that portion paid) that is more than its pro rata share (based upon the amount of consideration received) of reasonable expenses incurred in connection with a consummated Approved Sale, to the extent such costs are incurred for the benefit of all Members, and are not otherwise paid by the Company or the Selling Investors in order acquiring party (costs incurred by or on behalf of a Member for its sole benefit will not be considered costs of the transaction hereunder), provided, that a Member's liability for such expenses shall be capped at the total consideration received by such Member for its Membership Interests; (iv) no Member shall be required to carry out provide any representations, warranties or indemnities (other than pursuant to an escrow of consideration proportionate to the terms and provision of amount receivable under this Section 78.8) in connection with the Approved Sale, including without limitation executing other than those required to be made pursuant to Section 8.8(b) to other Members and delivering instruments those representations, warranties and indemnities concerning each Member's valid ownership of conveyance and transferMembership Interests, free of all Liens (excluding those arising under applicable securities laws), and each Member's authority, power, and right to enter into and consummate such purchase or merger agreement without violating any purchase agreementother agreement to which such Member is a party or its assets are bound; and (v) if some or all of the consideration received in connection with the Approved Sale is other than cash, merger agreementthen such consideration shall be deemed to have a dollar value equal to the fair market value of such consideration as determined by the unanimous resolution of all directors of the Board of Directors; provided, indemnity agreementthat if the Board of Directors does not or is unable to make such a determination of fair market value, escrow agreementsuch determination of fair market value shall be made by an investment banking firm of recognized national standing selected by a majority of the directors of the Board of Directors, consentand such firm shall be engaged and paid by the Company. The determination of fair market value by such investment banking firm (or, waiverif such investment bank determines a range of fair market values, governmental filing, share certificates duly endorsed for transfer (free the mid-point of such range) shall be final and clear of impermissible liens, claims and encumbrances) and any similar or related documents;binding on all parties. (d) not Notwithstanding anything to deposit, and to cause their Affiliates not to deposit, except as provided the contrary in this AgreementSection 8.8, any Option Shares of if the Company owned by such party or Affiliate consideration proposed to be paid to the Members in a voting trust or subject any Option Shares to any arrangement or agreement an Approved Sale includes securities with respect to which no registration statement covering the voting of such Option Shares, unless specifically requested to do so by the acquiror in connection with the Sale Event; (e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale Event; and (f) if the consideration to be paid in exchange for the Option Shares pursuant to this Section 7 includes any securities and due receipt thereof by any Optionee would require under applicable law (x) the registration or qualification issuance 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 Optionee 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 has been declared effective under the Securities Act, then each Member who is not an accredited investor (as such term is defined in Rule 501 under the Company may cause Securities Act (without regard to be paid Rule 501(a)(4)) will, at the request and election of the Members which are pursuing an Approved Sale, either (i) appoint a purchaser representative (as such term is defined in Rule 501 under the Securities Act) reasonably acceptable to any such Optionee Members or (ii) agree to accept cash in lieu thereof, against surrender of the Shares which any securities such Member would have otherwise been sold by such Optionee, receive in an amount in cash equal to the fair market value (of such securities as determined in good faith the manner set forth in clause (c)(v) above. (e) The persons initiating an Approved Sale shall have the right to require the Company to cooperate fully with potential acquirors of the Company in a prospective Drag Along Transaction by taking all customary and other actions reasonably requested by such persons or such potential acquirors, including making the Company) of the securities which 's properties, books and records, and other assets reasonably available for inspection by such Optionee would otherwise receive as of the date of the issuance of such securities in exchange potential acquirors and making its employees reasonably available for the Option Sharesinterviews.

Drag-Along Rights. In (a) If, at any time the event that Investors (as defined in that certain Stockholders Agreement by and among Company, with the Company and the Investors named therein, dated as prior approval of June 20, 2007 (the “Stockholders Agreement”)) holding not less than a majority of the outstanding Shares (as defined in the Stockholders Agreement) held by all Investors (the “Selling Investors”) and the Board of Directors approve Managers, enters into an agreement with respect to a Sale Event (as defined below) liquidity event and the proposed purchaser desires to purchase all of the Units then issued and outstanding in writingconnection therewith, then the Optionee hereby agrees: (a) if Company shall have the right to require each Member to participate in such transaction requires stockholder approvalTransfer and sell all of his, with respect to all Option Shares that such Optionee owns her or over which such Optionee otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Option Shares in favor of, and adopt, such Sale Event (together with any related amendment its Common Units to the Certificate required in order to implement such Sale Event) and to vote in opposition to any and all other proposals that could delay or impair the ability of the Company to consummate such Sale Event; (b) if such transaction is a Stock Sale (as defined below), sell the same proportion of shares of capital stock of the Company beneficially held by such Optionee as is being sold by the Selling Investors to the Person to whom the Selling Investors propose to sell their Shares, and, proposed purchaser on the same terms and conditions as have been approved by the Selling Investors;Board of Managers, including, without limitation, the price per Common Unit. At least ten (10) days prior to the date of any such proposed Transfer, the Company, shall provide all of the Members with a notice of the proposed Transfer, stating the intent of the Board of Managers to make such Transfer, the kind and amount of consideration to be paid for the Units and the name of the proposed purchaser (the “Buyout Notice”). (b) All Members shall take all such reasonable actions as may be necessary or appropriate to effect the transactions contemplated by this Section 15.1 and the purpose and intent hereof. (c) Each Member hereby irrevocably and severally appoints and constitutes each Manager as such Member’s true and lawful attorney in fact, with full power and authority, on such Member’s behalf and in such Member’s name, to execute execute, acknowledge, swear to, and deliver all related documentation such documents and take filings, including, without limitation, consents, and assignments, that such other action attorney in support fact, in its sole and absolute discretion deems necessary to accurately effectuate the exercise of any options and the Transfer of the Sale Event as shall reasonably Member’s Units, and to otherwise reflect a Transfer of such Member’s Units pursuant to Section 15.1(a). This power of attorney is a special power coupled with an interest and is irrevocable, and may be requested exercised by the Company attorney described herein at any time that is appropriate or necessary to consummate the Selling Investors transaction contemplated in order to carry out the terms and provision Buyout Notice. Such power of this Section 7, including without limitation executing and delivering instruments attorney shall survive the death or legal disability of conveyance and transfer, a Member and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear resulting Transfer of impermissible liens, claims and encumbrances) and any similar or related documents;such Member’s Units. (d) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Option Shares of the Company owned by such party or Affiliate in a voting trust or subject any Option Shares to any arrangement or agreement with respect to the voting of such Option Shares, unless specifically requested to do so by the acquiror in In connection with the Sale Event; (e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale Event; and (f) if the consideration to be paid in exchange for the Option Shares Transfer pursuant to this Section 7 includes 15.1: (i) PLC shall not be required to make any securities representations or warranties in connection therewith other than with respect to title and due receipt thereof ownership to the Units being conveyed by any Optionee would require under applicable law PLC and its authority with respect thereto; (ii) PLC’s indemnification obligations shall be limited to the lesser of (x) the registration or qualification amount of consideration received by PLC in such securities or of any person as a broker or dealer or agent with respect to such securities or Transfer and (y) the provision to PLC’s pro rata portion of such indemnification obligation; (iii) PLC shall only be responsible for any Optionee of any information other than such information as indemnification obligation on a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Optionee in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Optionee, an amount in cash equal to the fair value several (as determined in and not joint and several) basis; (iv) unless PLC has violated its obligations or good faith by and fair dealing, PLC’s indemnification obligations shall be limited to representations and warranties it makes regarding ownership of its equity in the Company; and (v) of the securities which PLC shall not be required to enter into or be bound by any restrictive covenants (including non-competition and non-solicitation provisions) in connection with such Optionee would otherwise receive as of the date of the issuance of such securities in exchange for the Option SharesTransfer pursuant to this Section 15.1.

Drag-Along Rights. In the event that Investors (as defined in that certain Stockholders Agreement by and among the Board of Directors of the Company and the Investors named therein, dated as holders of June 20, 2007 (the “Stockholders Agreement”)) holding not less than a majority of the outstanding Stockholder Shares (the "REQUISITE HOLDERS"), approve an Acquisition or Asset Transfer, as defined in the Company's Restated Certificate of Incorporation, as in effect on the date hereof (an "APPROVED Sale"), whether by means of a merger, consolidation, or sale of stock or assets, or otherwise (each, a "SALE OF THE COMPANY"), all Stockholders Agreementshall consent to and raise no objections against the Approved Sale, and if the Approved Sale is structured as (i) held a merger or consolidation of the Company, or a sale of all or substantially all of the Company's assets, each Stockholder shall waive any dissenters' rights, appraisal rights or similar rights in connection with such merger, consolidation or asset sale or (ii) a sale of the stock of the Company, each Stockholder shall agree to sell his or its Stockholder Shares on the terms and conditions approved by all Investors (the “Selling Investors”) and the Board of Directors approve a Sale Event (as defined below) in writing, then the Optionee hereby agreesRequisite Holders; provided that: (ai) if such transaction requires stockholder approval, with respect terms do not provide that the Stockholders would receive less than the amount that would be distributed to all Option Shares that such Optionee owns or over which such Optionee otherwise exercises voting power, to vote (Stockholders in person, by proxy or by action by written consent, as applicable) all Option Shares in favor of, and adopt, such the event the proceeds of the Sale Event (together with any related amendment to the Certificate required in order to implement such Sale Event) and to vote in opposition to any and all other proposals that could delay or impair the ability of the Company to consummate such Sale Eventwere distributed in accordance with the Company's Restated Certification of Incorporation; (bii) if such transaction any Stockholder is a Stock given an option as to the form and amount of consideration to be received, all Stockholders will be given the same option; and (iii) no Stockholder shall be obligated to make any out-of-pocket expenditure prior to the consummation of the Approved Sale (as defined belowexcluding modest expenditures for its or his own postage, copies, etc. and the fees and expenses of its or his own counsel retained by it), sell and no Stockholder shall be obligated to pay more than its, her or his pro rata share (based upon the same proportion number of shares of capital stock of the Company beneficially held by such Optionee as is being sold by the Selling Investors Stockholder) of reasonable expenses incurred in connection with such Approved Sale to the Person to whom extent such costs are incurred for the Selling Investors propose to sell their Shares, and, on the same terms benefit of all Stockholders and conditions as the Selling Investors; (c) to execute and deliver all related documentation and take such other action in support of the Sale Event as shall reasonably be requested are not otherwise paid by the Company or the Selling Investors in order to carry out the terms and provision acquiring party (costs incurred by or on behalf of this Section 7, 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 a Stockholder for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar its or related documents; (d) his sole benefit will not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Option Shares be considered costs of the Company owned by such party or Affiliate in a voting trust or subject any Option Shares to any arrangement or agreement with respect to the voting of such Option Shares, unless specifically requested to do so by the acquiror in connection with the Sale Event; (e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale Event; and (f) if the consideration to be paid in exchange for the Option Shares pursuant to this Section 7 includes any securities and due receipt thereof by any Optionee 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 Optionee 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, the Company may cause to be paid to any such Optionee in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Optionee, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Optionee would otherwise receive as of the date of the issuance of such securities in exchange for the Option Sharestransaction hereunder).

Drag-Along Rights. In (a) If the event that Investors (as defined in that certain Stockholders Agreement by Board and among the Investor approves of a Sale of the Company (the "Approved Sale"), each holder of Stockholder Shares will consent to and ------------- raise no objections against the Approved Sale of the Company or the process pursuant to which the Approved Sale was arranged and waive any dissenter's rights, appraisal rights and other similar rights; provided that such waivers -------- will be effective only if all of the holders of Common Stock receive the same form and amount of consideration per share of Common Stock, or if any holders of Common Stock are given an option as to the form and amount of consideration to be received, all holders be given the same option. Such holder will take all necessary and desirable actions as directed by the Board and the Investors named therein, dated as holders of June 20, 2007 (the “Stockholders Agreement”)) holding not less than a majority of the Common Stock then outstanding Shares (in connection with the consummation of any Approved Sale of the Company, including the execution and delivery of all documents and instruments as defined in the Stockholders Agreement) Company may reasonably request to effect the Approved Sale and voting all shares of capital stock held by all Investors (the “Selling Investors”) and the Board of Directors approve a Sale Event (as defined below) in writing, then the Optionee hereby agrees: (a) if such transaction requires stockholder approval, with respect to all Option Shares that such Optionee owns or over which such Optionee otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Option Shares them in favor of, and adopt, such Sale Event (together with any related amendment to the Certificate required in order to implement such Sale Event) and to vote in opposition to any and all other proposals that could delay or impair the ability of the Company Approved Sale; provided, however, that no holder shall be -------- ------- required to consummate incur indemnification obligations in excess of the net proceeds received by such Sale Event;holder in such Approved Sale. (b) if such transaction is a Stock Sale (as defined below)In connection with an Approved Sale, sell the Investor may require each holder of Stockholder Shares to sell, or cause to be sold, the same proportion proportionate number of shares of capital stock of Stockholder Shares owned by each such holder as are proposed to be sold or transferred by Investor for the Company beneficially held by such Optionee as is being sold by the Selling Investors to the Person to whom the Selling Investors propose to sell their Shares, and, same consideration per share and otherwise on the same terms and conditions obtained by Investor in the Approved Sale. On the closing date of the sale of such Stockholder Shares under this Section 4, the consideration then due such holder of Stockholder Shares shall be paid to such holder against delivery of a certificate or certificates, as the Selling Investors;case may be, representing the Stockholder Shares sold by such holder duly endorsed for transfer. (c) to execute and deliver all related documentation and take Each holder of Stockholder Shares will bear such other action in support holder's pro rata share (based upon the number of shares sold) of the reasonable costs of any sale of Stockholder Shares pursuant to an Approved Sale Event as shall reasonably be requested to the extent such costs are incurred for the benefit of all selling Stockholders and are not otherwise paid by the Company or the Selling Investors in order to carry out acquiring party. Costs incurred by any holder of Stockholder Shares on such holder's own behalf will not be considered costs of the terms and provision of this Section 7, 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 impermissible liens, claims and encumbrances) and any similar or related documents;transaction hereunder. (d) not The provisions of this Section 4 shall terminate immediately prior to depositthe closing of any Qualified Public Offering or, and to cause their Affiliates not to depositif earlier, except as provided in this Agreement, any Option Shares upon consummation of a Sale of the Company owned by such party or Affiliate in a voting trust or subject any Option Shares to any arrangement or agreement with respect to the voting of such Option Shares, unless specifically requested to do so by the acquiror in connection with the Sale Event; (e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale Event; and (f) if the consideration to be paid in exchange for the Option Shares pursuant to this Section 7 includes any securities and due receipt thereof by any Optionee 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 Optionee 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, the Company may cause to be paid to any such Optionee in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Optionee, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Optionee would otherwise receive as of the date of the issuance of such securities in exchange for the Option Shares.

Drag-Along Rights. In (i) At any time after the event that Investors fifth (as defined 5th) anniversary of the Effective Date and prior to the consummation of a Qualified IPO, the holders of at least 66.7% in that certain Stockholders Agreement by voting power of all issued and among outstanding Shares of the Company voting as a single class on a fully diluted and the Investors named therein, dated as of June 20, 2007 as-converted basis (the “Stockholders AgreementDrag Holders”) may approve a consolidation, amalgamation, scheme of arrangement or merger of the Company with or into any other Person (the “Offeror”) or other reorganization in which the shareholders of the Company immediately prior to such consolidation, amalgamation, merger, scheme of arrangement or reorganization own less than fifty percent (50%) of the Company’s voting power in the aggregate immediately after such consolidation, merger, amalgamation, scheme of arrangement or reorganization, any transaction or series of related transactions in which in excess of fifty percent (50%) of the Company’s voting power is transferred to the Offeror, or sale, transfer, lease or other disposition of all or substantially all of the assets of the Group Companies to the Offeror (an “Approved Sale”) that would qualify as a Deemed Liquidation Event pursuant to Article 8.2(B) of the Third Restated and Amended Articles of Association of the Company), where (i) holding the Company is valued at not less than a majority of the outstanding Shares (as defined US$1,000,000,000 in the Stockholders Agreement) held by all Investors (the “Selling Investors”) and the Board of Directors approve a Sale Event (as defined below) in writing, then the Optionee hereby agrees: (a) if such transaction requires stockholder approval, with respect to all Option Shares that such Optionee owns or over which such Optionee otherwise exercises voting power, to vote and (in person, by proxy or by action by written consent, as applicableii) all Option Shares in favor of, and adopt, such Sale Event (together with any related amendment to the Certificate required in order to implement such Sale Event) and to vote in opposition to any and all other proposals that could delay or impair the ability of the Company to consummate such Sale Event; (b) if such transaction is a Stock Sale (as defined below), sell the same proportion of shares of capital stock of the Company beneficially held by such Optionee as is being sold by the Selling Investors to the Person to whom the Selling Investors propose to sell their Shares, and, on the same terms and conditions shall apply in respect of the sale of any Share by a Shareholder in the Approved Sale as apply to the sale of Shares by the Drag Holders; provided, however, that such terms and conditions, including with respect to price paid or received per Share of the Company, may differ as between different classes of Shares of the Company in accordance with their relative liquidation preferences as set forth in the Memorandum and Articles and provided further that some Shareholders may be given the right or opportunity to exchange or roll a portion of their Shares of the Company for equity securities of the acquirer or an Affiliate thereof in the Approved Sale but in such event there shall, subject to applicable law, be no obligation to afford such right or opportunity to all of the Shareholders. In the case of a proposed Approved Sale, at the request of the Drag Holders, the Company shall promptly deliver a written notice (the “Drag Notice”) to notify each of the other Shareholders of the approval thereof and the material terms and conditions of such proposed Approved Sale, whereupon each such Shareholder shall, in accordance with instructions received from the Company at the direction of the Drag Holders, take all necessary actions in connection with the consummation of such Approved Sale as reasonably requested by the Drag Holders, including, but not limited to: (1) Execute and deliver any share transfer or other agreements prepared in connection with such Approved Sale, and the delivery, at the closing of such Approved Sale involving a sale of shares, of all certificates representing shares held or controlled by such Shareholder, accompanied by a duly executed share transfer form, or affidavits and indemnity undertakings with respect to lost certificates. (2) Sell, at the same time as the Selling InvestorsDrag Holders sell to the Offeror, in the Approved Sale, all of its Shares of the Company or the same percentage of its Shares of the Company as the Drag Holders sell; (3) Vote all of its Shares of the Company (a) in favor of such Approved Sale, (b) against any other consolidation, recapitalization, amalgamation, merger, sale of securities, sale of assets, business combination, or transaction that would interfere with, delay, restrict, or otherwise adversely affect such Approved Sale, and (c) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the definitive agreement(s) related to such Approved Sale or that could result in any of the conditions to the closing obligations under such agreement(s) not being fulfilled, and, in connection therewith, to be present (in person or by proxy) at all relevant meetings of the shareholders of the Company (or adjournments thereof) or to approve and execute all relevant written consents in lieu of a meeting. (4) Not exercise any dissenters’ or appraisal rights under applicable law with respect to such Approved Sale. (ii) In the event that any Shareholder fails for any reason to take any of the foregoing actions under this Section 11.13 following the Drag Notice, such Shareholder hereby grants an irrevocable power of attorney and proxy to the Drag Holders approving the Approved Sale to take all necessary actions and execute and deliver all related documentation and take documents deemed by such other action in support of the Sale Event as shall Drag Holders to be reasonably be requested by the Company or the Selling Investors in order necessary to carry out effectuate the terms and provision of this Section 7, 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 impermissible liens, claims and encumbrances) and any similar or related documents; (d) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Option Shares of the Company owned by such party or Affiliate in a voting trust or subject any Option Shares to any arrangement or agreement with respect to the voting of such Option Shares, unless specifically requested to do so by the acquiror in connection with the Sale Event; (e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale Event; and (f) if the consideration to be paid in exchange for the Option Shares pursuant to this Section 7 includes any securities and due receipt thereof by any Optionee 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 Optionee 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, the Company may cause to be paid to any such Optionee in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Optionee, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Optionee would otherwise receive as of the date of the issuance of such securities in exchange for the Option Shareshereof.

Drag-Along Rights. In (a) If, at any time after the event that Investors (as defined in that certain Stockholders Agreement by and among date hereof, the Company and the Investors named thereinproposes, dated as in any transaction or series of June 20related transactions, 2007 (the “Stockholders Agreement”)) holding not less than to consummate a transaction that is, or would result in, a Designated Event approved by a majority of the outstanding Shares (as defined Board in the Stockholders Agreement) held by all Investors (the “Selling Investors”) and the Board of Directors approve a Sale Event (as defined below) in writingcompliance with Section 4.05 hereof, then the Optionee hereby agrees:Company shall have the right (but not the obligation) to require the Stockholders to (in each case, to the extent applicable): (a1) if such transaction requires stockholder approval, with respect to sell all Option Shares that such Optionee owns or over which such Optionee otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Option Shares in favor of, and adopt, such Sale Event (together with any related amendment to the Certificate required in order to implement such Sale Event) and to vote in opposition of their Securities to any and all other proposals that could delay or impair the ability of the Company to consummate such Sale Event; (b) if such transaction is a Stock Sale (as defined below), sell applicable purchaser at the same proportion of shares of capital stock of the Company beneficially held by such Optionee as is being sold by the Selling Investors to the Person to whom the Selling Investors propose to sell their Shares, and, price per share and on the same terms and conditions (including, without limitation, time of payment and form of consideration) as to be paid to the other Stockholders; (2) vote all of their Securities in favor of the transactions constituting such Designated Event; (3) waive their appraisal or dissenters’ rights with respect to such Designated Event; (4) make the Stockholder’s Representations, in each case in the form made by the other Stockholders (it being understood, that no Stockholder shall be required to make any representations or warranties in connection with the Designated Event other than the Stockholder’s Representations); (5) deliver at the closing of such Designated Event, certificates evidencing the Securities owned by such Stockholder, duly endorsed in blank or accompanied by written instruments of transfer in form and substance reasonably satisfactory to the Company; and (6) subject to the other provisions hereof, execute such other documents as the Selling Investors;Company may reasonably request in order to consummate the Designated Event at the time specified by the Company. (b) The Company shall exercise its rights pursuant to this Section 4.02 by delivering to the Stockholders written notice specifying (i) the material terms of the Designated Event (including, without limitation, to the extent applicable, the identity of any applicable purchaser, the price per share to be paid, and the expected closing date of the proposed Designated Event) and (ii) any actions the Company desires the Stockholder to take pursuant to Section 4.02(a). (c) to execute and deliver all related documentation and take such other action No Stockholder shall (x) be liable in support respect of any indemnification in connection with any Designated Event contemplated by this Section 4.02 (i) in excess of its Pro Rata Portion of the Sale consideration received, (ii) in excess of the consideration received by such Stockholder therefrom, (iii) for the breach of any representations or warranties made by any other Stockholder or (iv) other than on a several (and not a joint and several) basis with other Stockholders or (y) be required to participate in any hold-back, escrow, contingent consideration or other similar items relating to such Designated Event as shall reasonably in excess of such Stockholder’s pro rata participation therein (based on proceeds to be requested by the Company or the Selling Investors in order to carry out the terms and provision of this Section 7, 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 impermissible liens, claims and encumbrances) and any similar or related documents;received). (d) Notwithstanding anything herein to the contrary, neither the Board nor the Company shall have any obligation to any Stockholder as a result of any decision by the Board or the Company to accept or consummate, or not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreementaccept or consummate, any Option Shares of Designated Event (it being understood that any and all such decisions shall be made by the Company owned by such party or Affiliate upon receiving the requisite Board Approval in a voting trust or subject any Option Shares to any arrangement or agreement with respect to the voting of such Option Shares, unless specifically requested to do so by the acquiror in connection with the Sale Event; (e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale Event; and (f) if the consideration to be paid in exchange for the Option Shares pursuant to this Section 7 includes any securities and due receipt thereof by any Optionee 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 Optionee 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, the Company may cause to be paid to any such Optionee in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Optionee, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Optionee would otherwise receive as of the date of the issuance of such securities in exchange for the Option Sharesits sole discretion).

Drag-Along Rights. (a) In the event that Investors (as defined in that certain Stockholders Agreement by and among connection with a Sale of the Company and the Investors named therein, dated as of June 20, 2007 (the “Stockholders Agreement”)) holding not less than a majority of the outstanding Shares (as defined in the Stockholders Agreement) held approved by all Investors (the “Selling Investors”) and the Board of Directors approve a Sale Event of the Company, the Grantee shall (as defined belowif applicable) vote for, consent to, raise no objections against and take all actions necessary or desirable to the Company in writingconsummating such sale, then the Optionee hereby agrees: (a) including, if such transaction requires stockholder approvalsale is structured as a merger or consolidation, waiving any dissenters rights, appraisal rights or similar rights in connection with respect such merger or consolidation, or if such sale is structured as a sale of equity, agreeing to sell all Option Shares that such Optionee owns or over which such Optionee otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Option Shares in favor of, and adopt, such Sale Event (together with any related amendment to the Certificate required in order to implement such Sale Event) and to vote in opposition to any and all other proposals that could delay or impair the ability of the Company to consummate such Sale Event; (b) if such transaction is a Stock Sale (as defined below), sell the same proportion of shares of capital stock of the Company beneficially held by such Optionee as is being sold by the Selling Investors to the Person to whom the Selling Investors propose to sell their Shares, and, Grantee’s equity securities on the same terms and conditions approved by and applicable to the other shareholders of the Stock, as the Selling Investors;case may be. In order to effect the foregoing covenant, the Grantee hereby grants to the Company with respect to all of Grantee’s Stock an irrevocable proxy (which is deemed to be coupled with an interest) with respect to any stockholder vote or action by written consent solely to effect such Sale of the Company in compliance with this Section 8. The rights and obligations under this Section 8 shall expire upon an IPO. (cb) The Company and the Grantee each hereby agree to cooperate fully (including by waiving any other appraisal rights to which the Grantee may be entitled under applicable law and the Grantee does hereby waive all such appraisal rights) with the purchaser in any such Sale of the Company and, to execute and deliver all related documentation and take such other action in support of the Sale Event as shall reasonably be requested by the Company or the Selling Investors in order to carry out the terms and provision of this Section 7, documents (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 impermissible liens, claims and encumbrancesagreements) and any similar or related documents; (d) not instruments as such purchaser reasonably requests to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Option Shares effect such Sale of the Company owned by such party or Affiliate including, without limitation, the making of representations and warranties as to due incorporation, existence and good standing, power and authority of the Grantee, and ownership of Stock and the granting of all indemnifications and the execution of all agreements (including, without limitation, participating in a voting trust or subject any Option Shares to any arrangement or agreement with respect escrow arrangements to the voting extent of such Option Shares, unless specifically requested to do so by their respective pro rata portion) and similar arrangements which the acquiror in connection with the Sale Event; (e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale Event; and (f) if the consideration to be paid in exchange for the Option Shares pursuant to this Section 7 includes any securities and due receipt thereof by any Optionee 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 Optionee 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, the Company may cause to be paid to any such Optionee in lieu thereof, against surrender shareholders of the Shares which would have otherwise been sold by such Optionee, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Optionee would otherwise receive as of the date of the issuance of such securities in exchange for the Option SharesStock are making or executing.

Drag-Along Rights. (a) In the event that Investors of an Approved Sale to an Independent Third Party, the Corporation shall deliver twenty (20) days' prior written notice thereof to each Stockholder. Each holder of Stockholder Shares shall vote for, consent to and raise no objections to, bring a claim against or contest such Approved Sale. If the Approved Sale is structured as defined (i) a merger or consolidation, each holder of Stockholder Shares shall waive any dissenters rights, appraisal rights or similar rights in that certain Stockholders Agreement connection with such merger or consolidation; or (ii) a sale of stock, each holder of Stockholder Shares shall (A) agree to sell all of his Stockholder Shares and rights to acquire Stockholder Shares on the terms and conditions approved by and among the Company Board and the Investors named therein, dated as holders of June 20, 2007 (the “Stockholders Agreement”)) holding not less than a majority of the Stockholder Shares then outstanding Shares so long as such terms and conditions are as least as favorable as for all Stockholders and (B) execute such purchase agreement and other documents as defined in executed by the Stockholders Agreement) held by all Investors (the “Selling Investors”) and the Board holders of Directors approve a Sale Event (as defined below) in writing, then the Optionee hereby agrees: (a) if such transaction requires stockholder approval, with respect to all Option Shares that such Optionee owns or over which such Optionee otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Option Shares in favor of, and adopt, such Sale Event (together with any related amendment to the Certificate required in order to implement such Sale Event) and to vote in opposition to any and all other proposals that could delay or impair the ability majority of the Company to consummate Stockholder Shares. Each holder of Stockholder Shares shall take such other necessary or desirable actions in connection with the consummation of the Approved Sale Event;as reasonably requested by the Corporation. (b) if such transaction is a Stock Sale (as defined below), sell the same proportion of shares of capital stock The obligations of the Company beneficially held by such Optionee as is being sold by the Selling Investors to the Person to whom the Selling Investors propose to sell their Shares, 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 holders of the Sale Event as shall reasonably be requested by the Company or the Selling Investors in order to carry out the terms and provision of this Section 7, 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 impermissible liens, claims and encumbrances) and any similar or related documents; (d) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Option Stockholder Shares of the Company owned by such party or Affiliate in a voting trust or subject any Option Shares to any arrangement or agreement with respect to the voting Approved Sale of the Corporation are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, each holder of Stockholder Shares shall receive for his Stockholder Shares the same form of consideration and the same amount of consideration as the holders of Stockholder Shares receive for each of their Stockholder Shares; (ii) if any holders of a class of Common Stock are given an option as to the form and amount of consideration to be received, each holder of such Option Shares, unless specifically requested class of Common Stock shall be given the same option; and (iii) each holder of then currently exercisable rights to do so acquire shares of a class of Common Stock shall be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale or (B) receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the acquiror same amount of consideration per share of a class of Common Stock received by holders of such class of Common Stock in connection with the Approved Sale Event; less the exercise price per share of such class of Common Stock of such rights to acquire such class of Common Stock by (e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale Event; and (f) if the consideration to be paid in exchange for the Option Shares pursuant to this Section 7 includes any securities and due receipt thereof by any Optionee would require under applicable law (x2) the registration or qualification number of shares of such securities or class of any person as a broker or dealer or agent with respect to such securities or (y) the provision to any Optionee 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, the Company may cause to be paid to any such Optionee in lieu thereof, against surrender of the Shares which would have otherwise been sold Common Stock represented by such Optionee, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Optionee would otherwise receive as of the date of the issuance of such securities in exchange for the Option Sharesrights.

Drag-Along Rights. (i) Each of the Stockholders agrees to hold all Shares registered in its name or beneficially owned by it as of the date hereof and any and all Shares legally or beneficially acquired by it after the date hereof subject to, and to vote such Shares in accordance with, the provisions of this Section 6. Each of the Stockholders further agrees that such Stockholder has not and shall not enter into any agreement (other than an amendment of this Agreement pursuant to Section 11.2 hereof) which conflicts with the provisions of this Section 6. (ii) In the event that Investors there shall be authorized an Approved Transaction (as such term is defined in that certain Stockholders Agreement by Section 6.2 below), each Common Stockholder and among the Company and the Investors named therein, dated as of June 20, 2007 (the “Stockholders Agreement”)) holding not less than a majority of the outstanding Shares (as defined in the Stockholders Agreement) held by all Investors (the “Selling Investors”) and the Board of Directors approve a Sale Event (as defined below) in writing, then the Optionee hereby agrees: each Preferred Stockholder shall (a) if vote all of its shares of Common Stock and Preferred Stock, as the case may be, in favor of such Approved Transaction, to the extent a vote of the Common Stockholders and/or Preferred Stockholders (voting either as a single class or as separate classes) is required for the consummation of the transaction requires stockholder approvaland (b) transfer all of its shares of Common Stock and Preferred Stock, as the case may be, to the purchaser or purchasers in such Approved Transaction upon the terms and conditions of such Approved Transaction. (iii) In negotiating an Approved Transaction, the Company shall provide (A) that the only representations, warranties and covenants which each Stockholder shall be required to make in connection with any Transfer are representations and warranties with respect to all Option Shares its own ownership of its Shares, its ability to convey title thereto free and clear of liens, encumbrances or adverse claims (if applicable), its due organization (if applicable), its due authorization, execution and delivery of definitive purchase agreements (if applicable), and enforceability of such purchase agreement against it, (B) that the liability of the Stockholders with respect to any representation and warranty made in connection with any Transfer is the several liability of such Optionee owns Stockholders (and not joint with any other person) and (C) none of the Stockholders shall be required to provide any indemnification to anyone in connection with the transaction (other than indemnification for damages resulting from the breach of any representations or over which warranties made by such Optionee otherwise exercises voting powerStockholders); provided, however, that the foregoing shall not limit the obligations of the Stockholders under, and such Stockholders hereby expressly agree to be bound by and subject to, any escrow or other holdback arrangement (on a pro rata basis based on the amount of consideration to be received by each such Stockholder in such transaction) provided for in the transaction documents for such transaction so long as the liability of such Stockholder under such escrow or other holdback arrangement does not exceed the amount of proceeds received by such Stockholder in such Approved Transaction. (iv) Each Stockholder hereby grants to the Chief Executive Officer of the Company or other person appointed by the Board an irrevocable proxy, coupled with an interest, to vote (in person, by proxy or by action by written consent, as applicable) all Option such Shares in favor ofaccordance with this Section 6, and adopthereby appoints the Chief Executive Officer or such other appointee, such Sale Event (together its attorney in fact, with any related amendment full power and authority to the Certificate required in order to implement such Sale Event) and to vote in opposition to take any and all other proposals actions on such Stockholder's behalf as may be necessary to approve and consummate transactions approved pursuant to this provision in the event that could delay such party fails or impair refuses to vote or sell its Shares as required by this Section 6. At the ability closing of any Approved Transaction, each of the Company parties to consummate such Sale Event; this Agreement shall (bA) if such transaction is a Stock Sale (as defined below), sell the same proportion of shares of capital stock of the Company beneficially held by such Optionee as is being sold by the Selling Investors to the Person to whom the Selling Investors propose to sell their Shares, and, on the same terms and conditions as the Selling Investors; (c) to execute and deliver all related documentation such instruments of conveyance and transfer and take such other action in support of the Sale Event as shall reasonably be requested by the Company or the Selling Investors in order to carry out the terms and provision of this Section 7actions, 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 impermissible liens, claims and encumbrances) and any similar agreement or related documents; , which the Company may reasonably request to consummate the Approved Transaction and (dB) not to depositdeliver, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Option Shares against receipt of the Company owned by consideration payable in such transaction, certificates representing the Shares which such party holds of record or Affiliate beneficially, with all endorsements necessary for transfer. In the event that any Stockholder fails or refuses to comply with the provisions of this Section 6, the Company and the purchaser in a voting trust such transaction, at their option, may elect to proceed with such transaction notwithstanding such failure or subject any Option Shares refusal and, in such event and upon tender of the specified consideration to any arrangement or agreement such party, the rights of any such party with respect to the voting Shares of such Option Shares, unless specifically requested to do so by the acquiror in connection with the Sale Event; (e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale Event; and (f) if the consideration to be paid in exchange for the Option Shares pursuant to this Section 7 includes any securities and due receipt thereof by any Optionee 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 Optionee 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, the Company may cause to be paid to any such Optionee in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Optionee, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Optionee would otherwise receive as of the date of the issuance of such securities in exchange for the Option Sharesparty shall cease.

Drag-Along Rights. In the event that Investors (as defined in that certain Stockholders Agreement by and among the Company and the Investors named therein, dated as of June 20, 2007 (the “Stockholders Agreement”)) holding not less than a majority of the outstanding Shares (as defined in the Stockholders Agreement) held by all Investors (the “Selling Investors”) and the Board of Directors approve a Sale Event (as defined below) in writing, then the Optionee hereby agrees: (a) if such transaction requires stockholder approval, with respect to all Option Shares that such Optionee owns or over which such Optionee otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Option Shares in favor of, and adopt, such Sale Event (together with any related amendment to If the Certificate required in order to implement such Sale Event) and to vote in opposition to any and all other proposals that could delay or impair the ability Board approves a sale of the Company or substantially all of its assets to consummate a Third Party (an "Approved Sale"), whether by way of merger, consolidation, sale of interests or assets, or otherwise (which decision, for avoidance of doubt, shall constitute a "Major Decision"), all Stockholders shall consent to and raise no objections against the Approved Sale, and if the Approved Sale is structured as (i) a merger or consolidation of the Company, or a sale of all or substantially all of the Company's assets, each Stockholder shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger, consolidation or asset sale, or (ii) a sale of Company Securities, the Stockholders shall agree to sell their Company Securities on the terms and conditions approved by the Board in accordance with the terms hereof. The Stockholders shall take all necessary and desirable actions approved by the Board in connection with the consummation of the Approved Sale, including the execution of such agreements and such instruments and other actions reasonably necessary (i) to provide the representations, warranties, indemnities, covenants, conditions, escrow agreements and other provisions and agreements relating to such Approved Sale, to the extent reasonably customary in similar transactions, and (ii) to effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale Event;as set forth below. (b) if such transaction is a Stock The obligations of the Stockholders pursuant to this Section 5.2 are subject to the following conditions: (i) upon consummation of the Approved Sale, each Stockholder shall receive from the Approved Sale (as defined below), sell the same proportion amount of shares consideration with respect to each of capital stock its Company Securities that all other holders of the such Company beneficially held by Security shall receive with respect to such Optionee as is being sold by the Selling Investors to the Person to whom the Selling Investors propose to sell their Shares, and, on the same terms and conditions as the Selling InvestorsCompany Security; (cii) if any holder of a Company Security is given an option as to execute the form and deliver amount of consideration to be received, all related documentation and take such other action in support Stockholders will be given the same option; (iii) no Stockholder shall be obligated to make any out-of-pocket expenditure prior to the consummation of the Approved Sale Event as (excluding modest expenditures for postage, copies, etc.) and no Stockholder shall reasonably be requested obligated to pay more than his or its pro rata share (based upon the amount of consideration received) of reasonable expenses incurred in connection with a consummated Approved Sale to the extent such costs are incurred for the benefit of all Stockholders and are not otherwise paid by the Company or the Selling Investors acquiring party, provided that a Stockholder's liability for such expenses shall be capped at the total purchase price received by such Stockholder for his or its Company Securities; and (iv) in order the event that the Stockholders are required to carry out provide any representations or indemnities in connection with the terms Approved Sale (other than representations and provision indemnities concerning each Stockholder's valid ownership of this Section 7his or its Company Securities, 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 impermissible liensany and all Liens, claims each Stockholder's authority, power and encumbrances) right to enter into and consummate such purchase or merger agreement without violating any similar other agreement and other representations and indemnities which are individual to each Stockholder), then no Stockholder shall be liable for more than his or related documents; its pro rata share (d) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Option Shares of based upon the Company owned Securities held and not the amount of consideration received) of any liability for misrepresentation or indemnity and such liability shall not exceed the total purchase price received by such party Stockholder for his or Affiliate in a voting trust or subject any Option Shares to any arrangement or agreement with respect to the voting of such Option Shares, unless specifically requested to do so by the acquiror in connection with the Sale Event; (e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale Event; and (f) if the consideration to be paid in exchange for the Option Shares pursuant to this Section 7 includes any securities and due receipt thereof by any Optionee 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 Optionee 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, the its Company may cause to be paid to any such Optionee in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Optionee, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Optionee would otherwise receive as of the date of the issuance of such securities in exchange for the Option SharesSecurities.

Drag-Along Rights. In If, at any time, prior to an initial public offering, the event that Investors (as defined in that certain Stockholders Agreement by and among the Company and the Investors named therein, dated as holders of June 20, 2007 (the “Stockholders Agreement”)) holding not less than at least a majority of the then-outstanding Shares (as defined in the Stockholders Agreement) held by all Investors (the “Selling Investors”) capital stock of Licensee and the Board of Directors of Licensee approve a Sale Event sale, in any one transaction or a series of related private transactions (as defined below) in writing, then the Optionee hereby agrees: (a) if such transaction requires stockholder approval, with respect to all Option Shares that such Optionee owns or over which such Optionee otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Option Shares in favor of, and adopt, such Sale Event (together with any related amendment to the Certificate required in order to implement such Sale Event) and to vote in opposition to any and all other proposals that could delay or impair the ability irrespective of the Company to consummate such Sale Event; (b) if such transaction is a Stock Sale (as defined belowhow structured), sell the same proportion of shares of capital stock of Licensee which, in the aggregate, represents more than fifty percent (50%) of the outstanding capital stock of Licensee on a fully-diluted basis (a “Sale of the Company”), then Licensee has the right to require APL to participate in such Sale of the Company beneficially held by such Optionee as is being sold by the Selling Investors with respect to the Person Shares (including any issued pursuant to whom Section 4.5(b)), on a pro rata basis for the Selling Investors propose to sell their Shares, and, same consideration per share and otherwise on the same terms and conditions as the Selling Investorsother shareholders who are disposing their shares of the same class. APL shall not be required to comply with the foregoing sentence in connection with any proposed Sale of the Company unless: (i) any representations and warranties to be made by APL in connection with such transaction are limited to those related to authority, ownership, and ability to convey title to the Shares; (cii) APL shall not be liable for the inaccuracy of any representation or warranty made by any other Person other than Licensee (except to execute the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and deliver all related documentation and take such other action in support covenants of the Sale Event Licensee as shall reasonably be requested well as breach by the Company or the Selling Investors in order to carry out the terms and provision any stockholder of this Section 7any identical representations, including without limitation executing and delivering instruments of conveyance and transferwarranties, and any purchase agreement, merger agreement, indemnity agreement, escrow 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 documentscovenants provided by all stockholders); (diii) liability shall be limited to APL’s applicable share of a negotiated aggregate indemnification amount that applies equally to all stockholders (not to deposit, and exceed the amount of consideration payable to cause their Affiliates not to deposit, except as provided in this Agreement, any Option Shares the stockholders); (iv) upon the consummation of the proposed Sale of the Company owned each holder of each class or series of capital stock will receive the same amount of consideration per share as is received by such party or Affiliate other holders in a voting trust or subject any Option Shares to any arrangement or agreement with respect to the voting of their shares of such Option Shares, unless specifically requested to do so by the acquiror in connection with the Sale Event; (e) to refrain from exercising any dissenters’ rights class or rights series of appraisal under applicable law at any time with respect to such Sale Eventcapital stock; and (fv) subject to clause (iv) above, if any holders of any capital stock of Licensee are given an option as to the form and amount of consideration to be paid in exchange for received as a result of the Option Shares pursuant to this Section 7 includes any securities and due receipt thereof by any Optionee would require under applicable law (x) proposed Sale of the registration or qualification Company, all holders of such securities or of any person as a broker or dealer or agent with respect to such securities or (y) capital stock will be given the provision to any Optionee 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, the Company may cause to be paid to any such Optionee in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Optionee, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Optionee would otherwise receive as of the date of the issuance of such securities in exchange for the Option Sharessame option.

Drag-Along Rights. In If (i) the event that Investors Company’s board of directors and (as defined in that certain Stockholders Agreement by and among the Company and the Investors named therein, dated as of June 20, 2007 (the “Stockholders Agreement”)ii) holding not less than a majority of the outstanding Shares (as defined in the Stockholders Agreement) held by all Investors (the “Selling Investors”) and the Board of Directors both Founders approve a Sale Event (as defined below) in writing, then the Optionee hereby agrees: (a) if such transaction requires stockholder approval, with respect to all Option Shares that such Optionee owns or over which such Optionee otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Option Shares in favor of, and adopt, such Sale Event (together with any related amendment to the Certificate required in order to implement such Sale Event) and to vote in opposition to any and all other proposals that could delay or impair the ability Change of the Company to consummate such Sale Event; (b) if such transaction is a Stock Sale Control Transaction (as defined below), each of the Investors and the Existing Stockholders agree (i) to vote all Shares held by such Investor or Existing Stockholder in favor of such Change of Control Transaction, (ii) to sell the same proportion of shares of or exchange all Shares and any other capital stock of the Company beneficially then held by such Optionee as is being sold by the Selling Investors Investor or Existing Stockholder pursuant to the Person to whom the Selling Investors propose to sell their Shares, and, on the same terms and conditions as the Selling Investors; of such Change of Control Transaction, (ciii) to execute and deliver all related documentation and take such other action in support of the Sale Event Change of Control Transaction as shall be reasonably be requested by the Company or the Selling Investors holding a majority of the Shares held by all Investors in order to carry out the terms and provision of this Section 73.1, 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 impermissible liens, claims and encumbrances) and any similar or related documents; (div) not to deposit, and to cause their Affiliates affiliates not to deposit, except as provided in this Agreement, any Option Shares of the Company owned by such party or Affiliate affiliate in a voting trust or subject any Option Shares to any arrangement or agreement with respect to the voting of such Option Shares, unless specifically requested to do so by the acquiror in connection with the Sale Event; Change of Control Transaction, and (ev) to refrain from exercising (and each Investor or Existing Stockholder hereby waives) any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale EventChange of Control Transaction, subject to the following conditions: (a) no Investor or Existing Stockholder shall be required to make any representation, covenant or warranty in connection with the Change of Control Transaction, other than as to (i) such Investor’s or Existing Stockholder’s ownership and authority to sell, free of liens, claims and encumbrances, the capital stock of the Company proposed to be sold by such Investor or Existing Stockholder, respectively, (ii) the obligations of the Investor or Existing Stockholder in connection with the Change of Control Transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Investor or Existing Stockholder have been duly executed by the Investor or Existing Stockholder, as applicable, and delivered to the acquirer and are enforceable against the Investor or Existing Stockholder, as applicable, in accordance with their respective terms, and (iv) neither the execution and delivery of documents to be entered into in connection with the Change of Control Transaction, nor the performance of the Investor’s or Existing Stockholder’s obligations thereunder, will cause a breach or violation of (I) the terms of any charter document or material agreement of an Investor or Existing Stockholder or (II) judgment, order or decree of any court or governmental agency to which such Investor or Existing Stockholder is subject; provided, that such Investor or Existing Stockholder shall be entitled to make appropriate disclosures to the extent necessary to make any such representations or warranties accurate; (b) no Investor or Existing Stockholder shall be liable for the inaccuracy of any representation or warranty made by any other party in connection with the Change of Control Transaction, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders); (c) the liability for indemnification, if any, of such Investor or Existing Stockholder in the Change of Control Transaction and for the inaccuracy of any representations and warranties made by the Company or its stockholders in connection with such Change of Control Transaction, is several and not joint with any other Investor or Existing Stockholder (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); (d) liability shall be limited to such Investor’s or Existing Stockholder’s applicable share (determined based on the respective proceeds payable to each Investor and Existing Stockholder in connection with such Change of Control Transaction in accordance with the provisions of the amended and restated certificate of incorporation) of a negotiated aggregate indemnification amount that applies equally to all Investors and Existing Stockholders but that in no event exceeds such Investor’s or Existing Stockholder’s pro rata share of an escrow or other holdback; provided, that with respect to claims related to fraud by any Investor or Existing Stockholder, liability with respect thereto need not be limited as to such Investor or Existing Stockholder; (e) upon the consummation of the Change of Control Transaction (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock, (ii) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by other holders in respect of their shares of such same series, (iii) each 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 holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a Deemed Liquidation Transaction (assuming for this purpose that the Change of Control Transaction is a Deemed Liquidation Transaction) in accordance with the amended and restated certificate of incorporation in effect immediately prior to the Change of Control Transaction; and (f) if each class and series of capital stock of the Company will be entitled to receive the same form of consideration (and be subject to be paid in exchange for the Option Shares pursuant to this Section 7 includes any securities same indemnity and due receipt thereof by any Optionee would require under applicable law (xescrow provisions) the registration or qualification as a result of such securities or Change of any person as a broker or dealer or agent with respect to such securities or (y) the provision to any Optionee 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, the Company may cause to be paid to any such Optionee in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Optionee, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Optionee would otherwise receive as of the date of the issuance of such securities in exchange for the Option SharesControl Transaction.

Drag-Along Rights. (a) In the event that Investors (as defined in that certain Stockholders Agreement by of an Approved Sale, each holder of Management Stock will consent to and among raise no objections against the Company and the Investors named therein, dated as of June 20, 2007 (the “Stockholders Agreement”)) holding not less than a majority of the outstanding Shares (as defined in the Stockholders Agreement) held by all Investors (the “Selling Investors”) and the Board of Directors approve a Approved Sale Event (as defined below) in writing, then the Optionee hereby agrees: (a) if such transaction requires stockholder approval, with respect to all Option Shares that such Optionee owns or over which such Optionee otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Option Shares in favor of, and adopt, such Sale Event (together with any related amendment to the Certificate required in order to implement such Sale Event) and to vote in opposition to any and all other proposals that could delay or impair the ability of the Company or the process pursuant to consummate which the Approved Sale was arranged and waive any dissenter's rights and other similar rights. Such holder will take all necessary and desirable actions as directed by the Board and Madison Dearborn Capital Partners, L.P. ("MDCP") in connection with the consummation of any Approved Sale of the Company, including the execution and delivery of all documents and instruments by such Sale Event;holder as the Company may reasonably request to effect the Approved Sale, including, without limitation, representations, warranties and indemnities; provided, however, that no holder shall be required to incur indemnification obligations in excess of the net proceeds received by such holder. (b) if such transaction is a In connection with an Approved Sale, MDCP may require each holder of Management Stock Sale (as defined below)to sell, sell or cause to be sold, the same proportion proportionate number of shares of capital stock of Management Stock owned by each such holder as are proposed to be sold or transferred by MDCP for the Company beneficially held by such Optionee as is being sold by the Selling Investors to the Person to whom the Selling Investors propose to sell their Shares, and, same consideration per share and otherwise on the same terms and conditions obtained by MDCP in the Approved Sale. On the closing date of the sale of such Management Stock under this paragraph 6, the consideration then due such holder of Management Stock shall be paid in full to such holder against delivery of a certificate or certificates, as the Selling Investors;case may be, representing the Management Stock sold by such holder duly endorsed for transfer. (c) to execute and deliver all related documentation and take Each holder of Management Stock will bear such other action in support holder's pro rata share (based upon the number of shares sold) of the reasonable costs of any sale of Management Stock pursuant to an Approved Sale Event as shall reasonably be requested to the extent such costs are incurred for the benefit of all selling stockholders of the Company and are not otherwise paid by the Company or the Selling Investors in order to carry out acquiring party. Costs incurred by any holder of Management Stock on such holder's own behalf will not be considered costs of the terms and provision of this Section 7, 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 impermissible liens, claims and encumbrances) and any similar or related documents;transaction hereunder. (d) not to deposit, and to cause their Affiliates not to deposit, except as provided in The provisions of this Agreement, any Option Shares of the Company owned by such party or Affiliate in a voting trust or subject any Option Shares to any arrangement or agreement with respect paragraph 6 shall terminate immediately prior to the voting of such Option Shares, unless specifically requested to do so by the acquiror in connection with the Sale Event; (e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale Event; and (f) if the consideration to be paid in exchange for the Option Shares pursuant to this Section 7 includes any securities and due receipt thereof by any Optionee would require under applicable law (x) the registration or qualification of such securities or closing of any person as a broker or dealer or agent with respect to such securities or (y) the provision to any Optionee 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, the Company may cause to be paid to any such Optionee in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Optionee, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Optionee would otherwise receive as of the date of the issuance of such securities in exchange for the Option SharesQualified Public Offering.

Drag-Along Rights. In If at any time the event that Investors Stockholders propose to sell all of the Shares held by them, the Stockholders may give written notice (as defined in that certain Stockholders Agreement by and among the Company "WRITTEN NOTICE") thereof to the Executive. The Written Notice shall specify the buyer or buyers and the Investors named thereintime, dated as of June 20date, 2007 (place, sale price for the “Stockholders Agreement”)) holding not less than a majority of the outstanding Shares (as defined in the Stockholders Agreement) held by all Investors (the “Selling Investors”) and the Board of Directors approve a Sale Event Company, liquidation analysis (as defined below) in writing, then the Optionee hereby agrees: (a) if such transaction requires stockholder approval, with respect to all Option Shares that such Optionee owns or over and payment terms at and upon which such Optionee otherwise exercises voting powersale shall take place. Upon the giving of the Written Notice, the Executive shall be obligated to vote (in person, by proxy or by action by written consent, as applicable) all Option Shares in favor of, and adopt, such Sale Event (together with any related amendment sell to the Certificate required buyer or buyers specified in order to implement such Sale Event) and to vote in opposition to any and the Written Notice all other proposals that could delay or impair the ability of the Company to consummate such Sale Event; (b) if such transaction is a Stock Sale (as defined below), sell the same proportion of shares of capital stock of owned or controlled by him (including convertible securities, options, and other rights to acquire shares) at the Company beneficially held by such Optionee price per share determined as is being sold by set forth in the Selling Investors to the Person to whom the Selling Investors propose to sell their Shares, and, liquidation analysis and otherwise on the same terms and conditions as those upon which the Selling Investors; (c) Stockholders are selling their shares to execute and deliver all related documentation and take such other action in support buyer or buyers. Upon the receipt of the Sale Event as Written Notice, the Executive shall reasonably cause to be requested surrendered to the Corporation, for delivery to the buyer or buyers upon the closing of such sale by the Company Stockholders against receipt of appropriate payment therefor, a certificate or the Selling Investors certificates evidencing ownership of Executive's shares of capital stock, duly endorsed in order to carry out the terms and provision blank with all requisite transfer stamps affixed, if any. For purposes of this Section 71(c), 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 impermissible liens, claims and encumbrances) and any similar or related documents; (d) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Option Shares the "LIQUIDATION ANALYSIS" shall be a determination of the Company owned by such party or Affiliate in a voting trust or subject any Option Shares price per share payable to any arrangement or agreement with respect to each stockholder if the voting of such Option Shares, unless specifically requested to do so Corporation was sold for the aggregate purchase price proposed by the acquiror in connection with buyer or buyers and the Sale Event; (e) proceeds from such sale were utilized to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale Event; and (f) if the consideration to be paid in exchange for the Option Shares pursuant to this Section 7 includes any securities and due receipt thereof by any Optionee would require under applicable law pay (x) all creditors of the registration or qualification Corporation, including trade payables and the costs of such securities or of any person as a broker or dealer or agent with respect to such securities or the sale and (y) the provision to any Optionee 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 Actthereafter, the Company may cause remaining proceeds were distributed to be paid to any such Optionee in lieu thereof, against surrender the stockholders of the Shares which would have otherwise been sold by such Optionee, an amount Corporation as described in cash equal to the fair value (as determined in good faith by the Company) Amended and Restated Certificate of Incorporation. For purposes of the securities liquidation analysis, (i) if a holder of Preferred Stock would receive more consideration by converting his or its shares of Preferred Stock into shares of Common Stock, then such holder will be presumed to have converted such shares and (ii) if a holder holds a right to acquire shares of capital stock which are then exercisable and if such Optionee holder would otherwise receive as of the date of the issuance more consideration upon exercise of such securities in exchange for right than the Option Sharesexercise price, then such holder will be presumed to have exercised such right and paid such exercise price.

Drag-Along Rights. (i) Each of the Stockholders agrees to hold all Shares registered in its name or beneficially owned by it as of the date hereof and any and all Shares legally or beneficially acquired by it after the date hereof subject to, and to vote such Shares in accordance with, the provisions of this Section 6. Each of the Stockholders further agrees that such Stockholder has not and shall not enter into any Agreement (other than an amendment of this Agreement pursuant to Section 11.2 hereof) which conflicts with the provisions of this Section 6. (ii) In the event that Investors there shall be authorized an Approved Transaction (as such term is defined in that certain Stockholders Agreement by Section 6.2 below), each Common Stockholder and among the Company and the Investors named therein, dated as of June 20, 2007 (the “Stockholders Agreement”)) holding not less than a majority of the outstanding Shares (as defined in the Stockholders Agreement) held by all Investors (the “Selling Investors”) and the Board of Directors approve a Sale Event (as defined below) in writing, then the Optionee hereby agrees: each Preferred Stockholder shall (a) if vote all of its shares of Common Stock and Preferred Stock, as the case may be, in favor of such transaction requires stockholder approval, with respect to all Option Shares that such Optionee owns or over which such Optionee otherwise exercises voting powerApproved Transaction, to the extent a vote (in person, by proxy or by action by written consent, as applicable) all Option Shares in favor of, and adopt, such Sale Event (together with any related amendment to the Certificate required in order to implement such Sale Event) and to vote in opposition to any and all other proposals that could delay or impair the ability of the Company to consummate such Sale Event; Common Stockholders and/or Preferred Stockholders (voting either as a single class or as separate classes) is required for the consummation of the transaction and (b) if such transaction Approved Transaction is a Stock Sale Transaction (as such term is defined in Section 6.3 below), sell the same proportion Transfer all of its shares of capital stock Common Stock and Preferred Stock, as the case may be, to the purchaser or purchasers in such Sale Transaction upon the terms and conditions of such Sale Transaction. (iii) In negotiating a Sale Transaction, the Company shall provide (A) that the only representations, warranties and covenants which the Stockholders shall be required to make in connection with any Transfer are representations and warranties with respect to its own ownership of its Shares and, its ability to convey title thereto free and clear of liens, encumbrances or adverse claims (if applicable), its due organization (if applicable), its due authorization, execution and delivery of definitive purchase agreements (if applicable), enforceability of such purchase agreement against it, (B) that the liability of the Stockholders with respect to any representation and warranty made in connection with any Transfer is the several liability of such Stockholders (and not joint with any other person) and (C) none of the Stockholders shall be required to provide any indemnification to anyone in connection with the transaction (other than indemnification for damages resulting from the breach of any representations or warranties made by such Stockholders); provided, however, that the foregoing shall not limit the obligations of the Stockholders, and such Stockholders hereby expressly agree to be bound by and subject to, any escrow or other holdback arrangement (on a pro rata basis on the number of Common Stock Equivalents sold by such Stockholders in such transaction) provided for in the transaction documents for such transaction. (iv) Each Stockholder hereby grants to the Chief Executive Officer of the Company beneficially held by such Optionee as is being sold or other person appointed by the Selling Investors Board an irrevocable proxy, coupled with an interest, to vote such Shares in accordance with this Section 6, and hereby appoints the Person Chief Executive Officer or such other appointee, its attorney in fact, with full power and authority to whom take any and all actions on such Stockholder's behalf as may be necessary to approve and consummate transactions approved pursuant to this provision in the Selling Investors propose event that such party fails or refuses to vote or sell their Sharesits Shares as required by this Section 6. At the closing of any Sale Transaction, and, on each of the same terms and conditions as the Selling Investors; parties to this Agreement shall (cA) to execute and deliver all related documentation such instruments of conveyance and transfer and take such other action in support of the Sale Event as shall reasonably be requested by the Company or the Selling Investors in order to carry out the terms and provision of this Section 7actions, 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 impermissible liens, claims and encumbrances) and any similar agreement or related documents; , which the Company may reasonably request to consummate the Sale Transaction and (dB) not to depositdeliver, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Option Shares against receipt of the Company owned by consideration payable in such transaction, certificates representing the Shares which such party holds of record or Affiliate beneficially, with all endorsements necessary for transfer. In the event that any Stockholder fails or refuses to comply with the provisions of this Section 6, the Company and the purchaser in a voting trust such transaction, at their option, may elect to proceed with such transaction notwithstanding such failure or subject any Option Shares refusal and, in such event and upon tender of the specified consideration to any arrangement or agreement such party, the rights of any such party with respect to the voting Shares of such Option Shares, unless specifically requested to do so by the acquiror in connection with the Sale Event; (e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale Event; and (f) if the consideration to be paid in exchange for the Option Shares pursuant to this Section 7 includes any securities and due receipt thereof by any Optionee 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 Optionee 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, the Company may cause to be paid to any such Optionee in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Optionee, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Optionee would otherwise receive as of the date of the issuance of such securities in exchange for the Option Sharesparty shall cease.

Drag-Along Rights. In If the event that Investors Shareholders have received from any person a bona fide written offer (as defined in that certain Stockholders Agreement by and among the Company and the Investors named thereinthis section, dated as of June 20, 2007 (the a “Stockholders AgreementDrag-Along Offer”)) holding not less than a majority to purchase all of the outstanding Shares (as defined in the Stockholders Agreement) Securities held by all Investors the Shareholders and Shareholders (in this section, the “Selling InvestorsShareholders”) and holding Securities representing 66 2/3% of the Board of Directors approve voting rights attached to then outstanding Securities has approved such Drag-Along Offer (in writing or at a Sale Event (as defined below) in writingmeeting duly called for such purpose), then the Optionee Selling Shareholders will have the right to require the other Shareholders (in this section, the “Other Shareholders”) to accept the Drag-Along Offer and to sell all his Securities to the Third Party. If any of the Other Shareholders do not accept the Drag-Along Offer within 15 days of receipt of the Drag-Along Offer, the Selling Shareholders will be entitled to accept the Drag-Along Offer on behalf of such Other Shareholder and to deliver such acceptance to the acquirer and, for such purpose, each of the Other Shareholders hereby agrees: (a) if such transaction requires stockholder approvalappoints the Selling Shareholders as its attorney, with respect to all Option Shares that such Optionee owns or over which such Optionee otherwise exercises voting powerfull power of substitution, to vote (in person, by proxy or by action by written consent, as applicable) all Option Shares in favor of, and adopt, such Sale Event (together with any related amendment to the Certificate required in order to implement such Sale Event) and to vote in opposition to any and all other proposals that could delay or impair the ability name of the Company Other Shareholders to consummate such Sale Event; (b) if such transaction is a Stock Sale (as defined below), sell accept the same proportion of shares of capital stock of the Company beneficially held by such Optionee as is being sold by the Selling Investors to the Person to whom the Selling Investors propose to sell their Shares, and, on the same terms Drag-Along Offer and conditions as the Selling Investors; (c) to execute and deliver all related documentation documents and take instruments to give effect to such other action in support of the Sale Event as shall reasonably be requested by the Company or the Selling Investors in order to carry out the terms and provision of this Section 7, 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 impermissible liens, claims and encumbrances) and any similar or related documents; (d) not to deposit, acceptance and to cause their Affiliates not to deposit, except as provided in this Agreement, any Option Shares establish a binding contract of purchase and sale between the Company owned by such party or Affiliate in a voting trust or subject any Option Shares to any arrangement or agreement Other Shareholders and the acquirer with respect to all of the voting of such Option Shares, unless specifically requested to do so Shares owned by the acquiror Other Shareholders. Such appointment, being coupled with an interest, is irrevocable by the Other Shareholders and will not be revoked by the insolvency, bankruptcy, death, incapacity, dissolution, liquidation or other termination of the existence of the Other Shareholders. The Other Shareholders agree that they will perform the agreement resulting from acceptance of the Drag-Along Offer in connection accordance with its terms and will ratify and confirm all that the Sale Event; (e) to refrain from exercising any dissenters’ rights Selling Shareholders may do or rights of appraisal under applicable law at any time with respect to such Sale Event; and (f) if the consideration to be paid in exchange for the Option Shares pursuant to this Section 7 includes any securities and due receipt thereof by any Optionee 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 Optionee 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, the Company may cause to be paid to any such Optionee in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Optionee, an amount in cash equal done pursuant to the fair value (as determined in good faith by the Company) of the securities which such Optionee would otherwise receive as of the date of the issuance of such securities in exchange for the Option Sharesforegoing.

Drag-Along Rights. In (a) If at any time during the event that Investors term of this Agreement, the Board proposes to sell the Corporation by causing the Stockholders to Transfer all or substantially all of the shares of Common Stock or Preferred Stock to any person (as defined other than any Stockholder or Affiliate of a Stockholder) (a “Drag-Along Sale”), then the Corporation may cause to be included in that certain such Drag-Along Sale all of the shares of Common Stock or Preferred Stock held by each of the Stockholders Agreement by and among the Company and the Investors named therein, dated as of June 20, 2007 (the “Stockholders AgreementDrag-Along Stockholders”)) holding not less than a majority of and shall provide notice at least 20 days prior to the outstanding Shares (as defined in the Stockholders Agreement) held by all Investors date proposed for such Drag-Along Sale (the “Selling InvestorsDrag-Along Notice”) to such Drag-Along Stockholders stating the terms and conditions of such Drag-Along Sale (including the kind and amount of consideration to be paid for such shares of Common Stock or Preferred Stock (which consideration may include cash, Marketable Securities and any other consideration that each Stockholder is not prohibited from holding pursuant to applicable Law) and the Board of Directors approve a Sale Event (as defined below) in writing, then the Optionee hereby agrees: (a) if such transaction requires stockholder approval, with respect to all Option Shares that such Optionee owns or over which such Optionee otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Option Shares in favor of, and adopt, such Sale Event (together with any related amendment to the Certificate required in order to implement such Sale Event) and to vote in opposition to any and all other proposals that could delay or impair the ability name of the Company to consummate such Sale Event;proposed purchaser). (b) if such transaction is a Stock Sale (as defined belowSubject to Section 5.03(c), sell in the same proportion event the Corporation provides the Drag-Along Notice in accordance with this Section 5.03, each Drag-Along Stockholder shall (i) be obligated to Transfer to the proposed purchaser its shares of Common Stock or Preferred Stock on the terms and conditions approved by the Board and set forth in the Drag-Along Notice (provided that the aggregate purchase price for all shares of Common Stock or Preferred Stock shall be allocated among the Stockholders assuming the Corporation makes a liquidating distribution of such aggregate purchase price to the holders of such shares of Common Stock or Preferred Stock pursuant to Article IV of the Corporation’s certificate of incorporation, except that (A) each holder of Senior Convertible Preferred Stock shall receive an amount per share of Senior Convertible Preferred Stock equal to the greater of (1) the amount required to be distributed to such holder pursuant to Section 2(b) of Exhibit A or Section 2(b) of Exhibit B, as applicable, of the Corporation’s certificate of incorporation and (2) the amount that would be distributed to such holder had such holder converted its Senior Convertible Preferred Stock into shares of Common Stock immediately prior to such hypothetical distribution; (B) each holder of Junior Convertible Preferred Stock shall receive an amount per share of Junior Convertible Preferred Stock equal to the greater of (1) the amount required to be distributed to such holder pursuant to Section 2(b) of Exhibit C of the Corporation’s certificate of incorporation and (2) the amount that would be distributed to such holder had such holder converted its Junior Convertible Preferred Stock into shares of Common Stock immediately prior to such hypothetical distribution; (C) each holder of shares of capital stock Common Stock shall receive an amount per share of Common Stock equal to the amount such Stockholder would receive pursuant to Article IV of the Company beneficially held by such Optionee as is being Corporation’s certificate of incorporation; provided further that all shares of Common Stock or Preferred Stock shall otherwise be sold by the Selling Investors to the Person to whom the Selling Investors propose to sell their Shares, and, on the same economic terms and conditions as the Selling Investors; conditions); and (cii) to execute and deliver all related documentation such instruments of conveyance and transfer and take such other action in support of actions as the Sale Event as shall reasonably be requested by the Company Corporation or the Selling Investors proposed purchaser may reasonably require in order to carry out the terms and provision of this Section 7, including without limitation executing and delivering 5.03. The instruments of conveyance and transfer, transfer for a Drag-Along Sale shall not include any non-compete provision or any representations and warranties of any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free Drag-Along Stockholder except such representations and clear warranties as are ordinarily given by a seller of impermissible liens, claims and encumbrances) and any similar or related documents; (d) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Option Shares of the Company owned by such party or Affiliate in a voting trust or subject any Option Shares to any arrangement or agreement with respect to the voting of such Option Shares, unless specifically requested to do so by the acquiror in connection with the Sale Event; (e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time securities with respect to such Sale Eventseller’s authority to sell, enforceability of agreements against such seller, such seller’s good title in such securities and good title in such securities to be acquired by the purchaser at the closing of such sale; and provided, however, that all representations and warranties, covenants, indemnities and agreements either (fi) if shall be made by the Drag-Along Stockholders, severally and not jointly or (ii) any liability thereunder shall be borne by each Drag-Along Stockholder on a pro rata basis based on the relative aggregate purchase price of the shares of Common Stock or Preferred Stock being sold by it. This Section 5.03(c) shall not prohibit a portion of the consideration to be paid in exchange received for the Option Shares pursuant to this Section 7 includes any securities and due receipt thereof by any Optionee would require under applicable law (x) the registration shares of Common Stock 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 Optionee of any information other than such information as a prudent issuer would generally furnish Preferred Stock being held in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause escrow to be paid applied to any such Optionee satisfy claims by the purchaser. Such instruments shall provide that a Drag-Along Stockholder’s liability in lieu thereof, against surrender connection with a Drag-Along Sale shall not exceed the aggregate value of the Shares which would have otherwise been sold by such Optionee, an amount in cash equal to the fair value (as determined in good faith consideration received by the Company) Drag-Along Stockholder for its shares of the securities which such Optionee would otherwise receive as of the date of the issuance of such securities in exchange for the Option SharesCommon Stock or Preferred Stock.

Drag-Along Rights. In the event that Investors (as defined in that certain Stockholders Agreement by and among the Company and the Investors named therein, dated as of June 20, 2007 (the “Stockholders Agreement”)) holding not less than a majority of the outstanding Shares (as defined in the Stockholders Agreement) held by all Investors (the “Selling Investors”) and the Board of Directors approve Majority Interest has a determined to consummate a Sale Event (as defined below) in writinga bona fide arms length transaction, then each Restricted Stockholder shall be obligated to and shall upon the Optionee hereby agrees: written request of a Majority Interest: (ai) if such transaction requires stockholder approvalsell, transfer and deliver, or cause to be sold, transferred and delivered, to the third-party buyer a pro rata portion of, his, her or its Shares (including those Shares Transferred to and held by his, her or its Permitted Transferees) at the same price (with respect to all Option like Shares that such Optionee owns and as appropriately adjusted to reflect any differences in the rights, preferences and privileges of Shares of different classes, series or over which such Optionee otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Option Shares in favor of, and adopt, such Sale Event (together with any related amendment to the Certificate required in order to implement such Sale Eventtypes) and to vote in opposition to any and all other proposals that could delay or impair the ability of the Company to consummate such Sale Event; (b) if such transaction is a Stock Sale (as defined below), sell the same proportion of shares of capital stock of the Company beneficially held by such Optionee as is being sold by the Selling Investors to the Person to whom the Selling Investors propose to sell their Shares, and, on substantially the same terms applicable to the Investors; and conditions as the Selling Investors; (cii) to execute and deliver all related documentation such instruments of conveyance and transfer and take such other action action, including voting such Shares in support favor of the any such Sale Event proposed by a Majority Interest and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as shall reasonably be requested by the Company such Investors or the Selling Investors third-party buyer may reasonably require in order to carry out the terms and provision provisions of this Section 75.1 (the "Drag-Along Right"). Notwithstanding the foregoing, including without limitation executing no Restricted Stockholder shall be required in connection with any such transaction to make any representation, warranty or covenant other than a representation and delivering instruments warranty as to such Restricted Stockholder's power and authority to effect such Transfer and as to such Restricted Stockholder's good title to the Shares to be Transferred to the third-party buyer, provided that each Restricted Stockholder, by electing to participate in such proposed Transfer, agrees to be obligated to indemnify the third-party buyer upon the same terms and conditions as are applicable to the indemnification, if any, given by the Investors in connection with such proposed Transfer so long as all indemnification obligations are shared in proportion to the consideration paid to each transferor and that the maximum liability 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 Restricted Stockholder under such indemnification shall not exceed the amount of impermissible liens, claims and encumbrances) and any similar or related documents; (d) not to deposit, and to cause their Affiliates not to deposit, except as provided proceeds it receives in connection with such transaction. For purposes of this Agreement, any Option Shares a "Sale Event" shall mean, regardless of form thereof, consummation of (i) the dissolution or liquidation of the Company, (ii) the sale of all or substantially all of the assets of the Company owned by on a consolidated basis to an unrelated person or entity, (iii) a merger, reorganization or consolidation in which the outstanding shares of Stock are converted into or exchanged for securities of the successor entity and the holders of the Company's outstanding voting power immediately prior to such party or Affiliate in transaction do not own a majority of the outstanding voting trust or subject any Option Shares to any arrangement or agreement with respect to power of the voting successor entity immediately upon completion of such Option Sharestransaction, unless specifically requested (iv) the sale of all or a majority of the outstanding capital stock of the Company to do so by an unrelated person or entity or (v) any other transaction in which the acquiror in connection with owners of the Sale Event; (e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect Company's outstanding voting power immediately prior to such Sale Event; and (f) if the consideration to be paid in exchange for the Option Shares pursuant to this Section 7 includes any securities and due receipt thereof by any Optionee would require under applicable law (x) the registration or qualification of such securities or of any person as transaction do not own at least a broker or dealer or agent with respect to such securities or (y) the provision to any Optionee 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, the Company may cause to be paid to any such Optionee in lieu thereof, against surrender majority of the Shares which would have otherwise been sold by such Optionee, an amount in cash equal to the fair value (as determined in good faith by the Company) outstanding voting power of the securities which such Optionee would otherwise receive as successor entity immediately upon completion of the date of the issuance of such securities in exchange for the Option Sharestransaction.

Drag-Along Rights. In (a) If any Shareholder receives from a third party (the event “Third Party”) acting as principal and dealing at arm’s length with the Transferring Shareholder, a bona fide written offer (the “Third Party Offer”) to purchase all (but not less than all) of the Shares and Convertible Securities (which transaction may include, without limitation, an offer pursuant to a merger, amalgamation, arrangement, capital reorganization, consolidation or similar transaction), and the Third Party Offer is accepted by either (i) Shareholders holding at least 50% of the votes attached to the outstanding Shares and Convertible Securities held by parties to this Agreement (including votes that Investors attach to securities issuable upon exercise of Convertible Securities) so long as the Third Party Offer is a Qualifying Offer (as defined in that certain Stockholders Agreement by and among the Company and the hereinafter), or (ii) an Investors named therein, dated as of June 20, 2007 Majority (the “Stockholders AgreementAccepting Shareholders”), the Accepting Shareholders shall be entitled to obtain from the Third Party an offer (a “Drag-Along Offer”) holding not less than a majority to purchase all of the outstanding Shares (as defined in and Convertible Securities of the Stockholders Agreement) Corporation held by all Investors the Shareholders other than the Accepting Shareholders (the “Selling InvestorsForced Shareholders”) and the Board of Directors approve a Sale Event (as defined below) in writing, then the Optionee hereby agrees: (a) if such transaction requires stockholder approval, with respect to all Option Shares that such Optionee owns or over which such Optionee otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Option Shares in favor of, and adopt, such Sale Event (together with any related amendment to the Certificate required in order to implement such Sale Event) and to vote in opposition to any and all other proposals that could delay or impair the ability of the Company to consummate such Sale Event; (b) if such transaction is a Stock Sale (as defined below), sell the same proportion of shares of capital stock of the Company beneficially held by such Optionee as is being sold by the Selling Investors to the Person to whom the Selling Investors propose to sell their Shares, and, on the same terms and conditions as contained in the Selling Investors; (c) Third Party Offer, subject to execute and deliver all related documentation and take such other action in support the provisions of Section 6.4(b). Notwithstanding the Sale Event as foregoing, Mxxxxxxx shall reasonably not be requested by required to accept a Drag Along Offer prior to the Company or date one year from the Selling Investors in order to carry out the terms and provision date of this Section 7, 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 impermissible liens, claims and encumbrances) and any similar or related documents; (d) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Option Shares of the Company owned by such party or Affiliate in a voting trust or subject any Option Shares to any arrangement or agreement with respect to the voting of such Option Shares, unless specifically requested to do so by the acquiror in connection with the Sale Event; (e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale Event; and (f) if . If the consideration to be paid received by the Forced Shareholders in exchange for the Option Shares Drag-Along Offer includes consideration other than cash or cash equivalents, the Drag-Along Offer shall, if necessary, include a valuation prepared in accordance with Section 6.5. The Drag-Along Offer shall be irrevocable. For the purposes of this Agreement, a “Qualifying Offer” means a Third Party Offer: (i) received within two years from the date hereof, and (ii) pursuant to this Section 7 includes any securities and due receipt thereof by any Optionee would require under applicable law (x) which 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 Optionee 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, the Company may cause to be paid to any such Optionee in lieu thereof, against surrender holders of the Class 1 Shares which purchased by the Investors pursuant to the Subscription Agreement would have otherwise been sold be entitled to receive aggregate proceeds, payable in cash, equal to not less than $2,000 for each Class 1 Share held by such Optionee, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Optionee would otherwise receive as of the date of the issuance of such securities in exchange for the Option SharesPersons.

Drag-Along Rights. In (a) If the event that Investors (as defined in that certain Stockholders Agreement by and among the Company Manager and the Investors named therein, dated as holders of June 20, 2007 in excess of fifty percent (50%) of the combined amount of then-outstanding Class A Common Units and Class A Preferred Units (the “Stockholders AgreementRequired Holders”)) holding not less than , approve a transaction involving a sale of all or substantially all of the assets of the Company or the sale by Members of a majority of the outstanding Shares Units, on a fully-diluted basis, to any Person (as defined in the Stockholders Agreement) held whether by all Investors (the “Selling Investors”) and the Board of Directors approve a Sale Event (as defined belowmerger, consolidation, sale or otherwise) in writinga transaction in which all Members would receive the same form and amount of consideration per Unit, then the Optionee hereby agrees: after giving effect to any applicable preferences in this Agreement (aan “Approved Sale”), each Member shall consent to, vote for, and raise no objections against, and waive dissenters and appraisal rights (if any) if such transaction requires stockholder approval, with respect to all Option Shares that such Optionee owns or over which such Optionee otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Option Shares in favor ofthe Approved Sale, and adoptif the Approved Sale is structured as a sale of Units in the Company, each Member agrees to sell and will be permitted under this Agreement to sell all of such Sale Event (together Member’s Units on the terms and conditions approved by the Manager and the Required Holders. Each Member hereby agrees to take all necessary and desirable actions in connection with any related amendment to the Certificate required in order to implement such Sale Event) and to vote in opposition to any and all other proposals that could delay or impair the ability consummation of the Company to consummate such Sale Event;an Approved Sale. (b) The obligations of the Members with respect to any Approved Sale are subject to the following conditions: (i) if the Approved Sale involves the distribution of cash and non-cash consideration, such transaction is a Stock Sale (as defined below), sell consideration will be allocated among the then-outstanding Classes so that each Class will receive the same proportion ratio of shares cash and non-cash consideration; (ii) all Members will receive consideration in the priority and amounts consistent with the this Agreement; and (iii) if any Members are given an option as to the form and amount of capital stock consideration to be received, all Members will be given the same option, on a pro rata basis (based on the value of the Company beneficially held proceeds to be received from the sale of the Units by such Optionee as is being sold by the Selling Investors to the Person to whom the Selling Investors propose to sell their Shares, and, on the same terms and conditions as the Selling Investors;Member). (c) Provided that such Approved Sale is consummated, each Member transferring Units in an Approved Sale shall be obligated to execute and deliver all related documentation and take such other action in support pay his, her or its pro rata share (based on the value of the Sale Event as shall reasonably proceeds to be requested received from the sale of the Units by such holder and determined on a Fully Diluted Basis) of the expenses incurred by the Company or sellers in connection with such Transfer and shall be obligated to join, on a pro rata basis (based on the Selling Investors in order to carry out the terms and provision of this Section 7, 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 impermissible liens, claims and encumbrances) and any similar or related documents; (d) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Option Shares value of the Company owned proceeds to be received from the sale of the Units by such party Member and as determined on a Fully Diluted Basis) in any indemnification or Affiliate other obligations that the Required Holders agree to provide in connection with such Approved Sale (other than any such obligations that relate specifically to a voting trust or subject any Option Shares to any arrangement or agreement holder of such Units, such as indemnification with respect to the voting representations and warranties given by a Member regarding such Member’s title to and ownership of Units; provided, however, that other than any such obligations that relate specifically to a holder of such Option SharesUnits, unless specifically requested to do so by such Member shall not be liable for more than its pro rata share in any indemnification and such liability shall be several and not joint with any other Person and shall not exceed the acquiror in connection with the Sale Event; (e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale Event; and (f) if the consideration to be paid in exchange for the Option Shares pursuant to this Section 7 includes any securities and due receipt thereof by any Optionee 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 Optionee 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, the Company may cause to be paid to any such Optionee in lieu thereof, against surrender of the Shares which would have otherwise been sold total purchase price received by such Optionee, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Optionee would otherwise receive as of the date of the issuance of such securities in exchange Member for the Option Sharesits Units).

Drag-Along Rights. In the event that Investors (as defined a) If any Principal Stockholder, acting singly or in that certain Stockholders Agreement by and among the Company and the Investors named thereincombination with any other Principal Stockholder (collectively, dated as of June 20, 2007 (the “Stockholders Agreement”)) holding not less than a majority of the outstanding Shares (as defined in the Stockholders Agreement) held by all Investors (the “Selling InvestorsPrincipal Stockholders”), proposes to enter into a transaction or series of related transactions (collectively, the “Drag Along Transaction”) and pursuant to which the Board of Directors approve Selling Principal Stockholders shall transfer to any transferee a Sale Event (as defined below) in writingControlling Interest, then the Optionee hereby agrees: (a) if such transaction requires stockholder approvalSelling Principal Stockholders may require the Purchaser to sell, with respect or cause to all Option Shares that such Optionee owns be sold, and the Purchaser shall be obligated to sell or over cause to be sold, which such Optionee otherwise exercises voting powerobligation shall be enforceable by the Company, to vote (the proposed transferee in person, the Drag Along Transaction any or all Shares owned by proxy or by action by written consent, as applicable) all Option Shares in favor of, and adopt, such Sale Event (together with any related amendment to the Certificate required in order to implement such Sale Event) and to vote in opposition to any and all other proposals that could delay or impair the ability of the Company to consummate such Sale Event; (b) if such transaction is a Stock Sale (as defined below), sell Purchaser for the same proportion of shares of capital stock of the Company beneficially held by such Optionee as is being sold relative consideration received by the Selling Investors to Principal Stockholders in the Person to whom the Selling Investors propose to sell their Shares, and, Drag Along Transaction and otherwise on the same terms and conditions as obtained by the Selling Investors;Principal Stockholders in the Drag Along Transaction. The Selling Principal Stockholders shall provide a written notice of such sale to the Purchaser not less than 10 calendar days prior to the closing of such sale. (cb) At the closing of any sale of Common Stock contemplated in Section 5.4(a), the Purchaser agrees to execute and deliver take all related documentation and take such other action actions in support connection with the consummation of the Sale Event proposed Transfer as shall may reasonably be requested by the Company or the Selling Investors in order to carry out the terms and provision of this Section 7Principal Stockholders, including without limitation executing and delivering instruments the delivery of conveyance and a certificate or certificates representing the Purchaser’s Shares, duly endorsed in blank or otherwise in suitable form for transfer, against payment in full of the purchase price therefor. The Purchaser agrees to take all reasonable and necessary action to cause the consummation of any purchase agreementTransfers to which Section 5.4(a) applies, merger agreementincluding voting its Common Stock (whether at an annual or special meeting of the Company, indemnity agreement, escrow agreement, whether by written consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar proxy or related documents; (d) not to depositotherwise, and whether or not at an adjourned meeting) in favor of such Transfer and not exercising any appraisal rights in connection therewith. The Company shall take all actions necessary within its control to cause their Affiliates not to deposit, except as provided in this Agreement, any Option Shares of the Company owned by such party or Affiliate in a voting trust or subject any Option Shares cooperate with and give effect to any arrangement or agreement with respect Transfers to the voting of such Option Shares, unless specifically requested to do so by the acquiror in connection with the Sale Event; (ewhich Section 5.4(a) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale Event; and (f) if the consideration to be paid in exchange for the Option Shares pursuant to this Section 7 includes any securities and due receipt thereof by any Optionee 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 Optionee 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, the Company may cause to be paid to any such Optionee in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Optionee, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Optionee would otherwise receive as of the date of the issuance of such securities in exchange for the Option Sharesapplies.

Drag-Along Rights. In the event that Investors (as defined in that certain Stockholders Agreement by and among the Company and the Investors named therein, dated as of June 20, 2007 (the “Stockholders Agreement”)) holding not less than a majority of the outstanding Shares (as defined in the Stockholders Agreement) held by all Investors (the “Selling Investors”) and the Board of Directors approve a Sale Event (as defined below) in writing, then the Optionee hereby agrees: (a) At any time, if such transaction requires stockholder approvalthe Sponsor receives a written offer, with respect in good faith and at arm’s-length, from a Third Party for a Drag-Along Transaction that it desires to all Option Shares that such Optionee owns or over which such Optionee otherwise exercises voting poweraccept, to vote (in person, by proxy or by action by written consent, as applicable) all Option Shares in favor of, and adopt, such Sale Event (together with any related amendment to the Certificate required in order to implement such Sale Event) and to vote in opposition to any and it may require all other proposals that could delay or impair the ability holders of the Company Membership Interests to consummate such Sale Event;sell their Membership Interests in accordance with this Section 7.3. (b) if Any such transaction is a Stock Sale (as defined below), sell Drag-Along Transaction shall not require the same proportion consent or approval of shares any holders of capital stock of Membership Interests other than the Company beneficially held by such Optionee as is being sold by the Selling Investors Sponsor. Notwithstanding anything to the Person to whom the Selling Investors propose to sell their Shares, 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 Event as shall reasonably be requested by the Company or the Selling Investors in order to carry out the terms and provision of this Section 7, 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 impermissible liens, claims and encumbrances) and any similar or related documents; (d) not to deposit, and to cause their Affiliates not to deposit, except as provided contrary in this Agreement, any Option Shares such Drag-Along Transaction may be structured as a merger, conversion, Unit exchange or sale or consolidation of the Company, or a sale of all or substantially all of the assets of the Company, in each case in the sole discretion of the Sponsor and without consent or approval of the Board or any other Member. The holders of Membership Interests shall promptly take all necessary and desirable actions in connection with the consummation of the Drag-Along Transaction reasonably requested by the Sponsor or any of its Affiliates, including the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide customary representations, warranties, indemnities, and escrow/holdback arrangements relating to such Drag-Along Transaction (subject to Sections 7.3(c)(iv) and 7.3(c)(v)), in each case to the extent that each other holder of Membership Interests is similarly obligated except as otherwise provided for herein, and (B) effectuate the allocation and distribution of the aggregate consideration upon the Drag-Along Transaction as set forth in Section 7.3(c). Each such holder of Membership Interests grants the Sponsor a power of attorney in accordance with Section 12.5(b) to execute or cause to be executed on such holder’s behalf any and all such agreements, instruments, certificates, filings or papers required or reasonably necessary to facilitate a Drag-Along Transaction. The holders of Membership Interests shall be permitted to sell their Membership Interests pursuant to any Drag-Along Transaction without complying with any other provisions of this Article 7. (c) The obligations of the holders of Membership Interests pursuant to this Section 7.3 are subject to the following terms and conditions: (i) upon the consummation of a Drag-Along Transaction, then, subject to Section 6.1(d), each holder of Membership Interests shall receive the same proportion of the aggregate consideration from such Drag-Along Transaction that such holder would have received if such aggregate consideration had been distributed by the Company owned in complete liquidation pursuant to the rights and preferences set forth in Section 6.1(c) as in effect immediately prior to such Drag-Along Transaction; (ii) the Company shall bear the reasonable, documented costs incurred in connection with any Drag-Along Transaction (costs incurred by or on behalf of any holder of Membership Interests for such holder’s sole benefit will not be considered costs of the transaction hereunder) unless otherwise agreed by the Company and the acquiror, in which case no holder of Membership Interests shall be obligated to make any out-of-pocket expenditure prior to the consummation of the Drag-Along Transaction (excluding modest expenditures for postage, copies, and the like) and no holder of Membership Interests shall be obligated to pay any portion (or, if paid, shall be entitled to be reimbursed by the Company for that portion paid) that is more than its pro rata share (based upon the amount of consideration received by such holder in the Drag-Along Transaction) of reasonable expenses incurred in connection with a consummated Drag-Along Transaction; (iii) no holder of Membership Interests shall be required to provide any representations, warranties or indemnities in connection with the Drag-Along Transaction, other than (A) representations, warranties or indemnities for which the sole recourse is to consideration in escrow or holdback and (B) customary (including with respect to qualifications) several (and not joint) representations, warranties and indemnities for concerning (1) such holder’s valid title to and ownership of Membership Interests, free of all liens, claims and encumbrances (excluding those arising under applicable securities laws), (2) such holder’s authority, power and right to enter into and consummate such Drag-Along Transaction, (3) the absence of any violation, default or acceleration of any agreement to which such holder is subject or by which its assets are bound as a result of the Drag-Along Transaction, and (4) the absence of, or compliance with, any governmental or third party consents, approvals, filings or Affiliate notifications required to be obtained or made by such holder in a voting trust or subject any Option Shares connection with the Drag-Along Transaction (and then only to any arrangement or agreement the extent that each other holder of Membership Interests is similarly obligated to provide similar representations, warranties and indemnities with respect to the voting Membership Interests held by such holder of Membership Interests); (iv) consideration placed in escrow or holdback shall be allocated among holders of Membership Interests such that if the Person making the offer with respect to the Drag-Along Transaction ultimately is entitled to some or all of such Option Sharesescrow or holdback amounts, unless specifically requested then the net ultimate proceeds received by such holders shall still comply with the intent of Section 7.3(c)(i) as if the ultimate resolution of such escrow or holdback had been known at the closing of the Drag-Along Transaction, and the holders of the Membership Interests that received such consideration at the consummation of the Drag-Along Transaction shall, no later than 20 Business Days following the determination that such Person is entitled to do so by such escrow or holdback amounts, make such payments to each other as are required to give effect to this Section 7.3(c)(iv); and (v) if some or all of the acquiror consideration received in connection with the Sale Event;Drag-Along Transaction is other than cash, then such consideration shall be deemed to have a dollar value equal to the fair market value of such consideration as determined by the Board. (ed) Notwithstanding anything to refrain from exercising any dissenters’ rights or rights the contrary in this Section 7.3, if the consideration proposed to be paid to the holders of appraisal under applicable law at any time Membership Interests in a Drag-Along Transaction includes securities with respect to such Sale Event; and (f) if which no registration statement covering the consideration to be paid in exchange for the Option Shares pursuant to this Section 7 includes any securities and due receipt thereof by any Optionee would require under applicable law (x) the registration or qualification issuance 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 Optionee 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 has been declared effective under the Securities Act, then each of the Company holders of Membership Interests that is not then an Accredited Investor may cause be required at the request and election of the holders of Membership Interests that are pursuing a Drag-Along Transaction, to be paid (i) at the cost of the Company, appoint a purchaser representative (as such term is defined in Rule 501 under the Securities Act) reasonably acceptable to any such Optionee requesting holders or (ii) accept cash in lieu thereof, against surrender of the Shares which any securities such non-Accredited Investor would have otherwise been sold by such Optionee, receive in an amount in cash equal to the fair market value (of such securities as determined in good faith the manner set forth in Section 7.3(c)(v). (e) The Sponsor, when proposing a Drag-Along Transaction, shall have the right in connection with such a prospective transaction (or in connection with the investigation or consideration of any such prospective transaction) to require the Company to cooperate fully with potential acquirers in such prospective transaction by taking all customary and other actions reasonably requested by such holders or such potential acquirers, including making the Company’s properties, books and records, and other assets reasonably available for inspection by such potential acquirers, establishing a physical or electronic data room including materials customarily made available to potential acquirers in connection with such processes and making its employees reasonably available for presentations, interviews and other diligence activities, in each case subject to reasonable and customary confidentiality provisions. In addition, the Sponsor proposing a Drag-Along Transaction shall be entitled to take all steps reasonably necessary to carry out an auction of the Company, including selecting an investment bank, providing confidential information (pursuant to confidentiality agreements), selecting the winning bidder and negotiating the requisite documentation. The Company shall provide assistance with respect to these actions as reasonably requested by the Company) Sponsor. Notwithstanding anything to the contrary in this Agreement, no consent or approval of the securities which such Optionee would otherwise receive as of Board shall be required in connection with any action taken by the date of the issuance of such securities Company in exchange for the Option Sharescompliance with this Section 7.3(e).

Drag-Along Rights. In (a) Subject to Sections 4.02(g), 4.02(h), 4.02(i) and 4.03, if Equinix (the event “Drag-Along Seller”) proposes to Transfer, in a single transaction or a series of transactions, all of its Shares to a Third Party (the “Drag-Along Sale”), the Drag-Along Seller may at its option (the “Drag-Along Rights”) require RW FIP, and RW FIP shall: (i) Transfer all, but not less than all, of its Company Securities to such Third Party (the “Drag-Along Transferee”) (and not exercise any dissenters’ or appraisal rights that Investors otherwise may be available to any such Shareholder under applicable law) and (as defined in that certain Stockholders Agreement by and among ii) if applicable, provide written notice to the Company and to the Investors named therein, dated as of June 20, 2007 Drag-Along Seller (the “Stockholders AgreementDerivative Company Securities Exercise Notice”), pursuant to which RW FIP shall irrevocably commit and agree (A) holding not less than a majority of the outstanding Shares (as defined in the Stockholders Agreement) held by to pay any and all Investors amounts necessary to exercise, convert or exchange any securities convertible into or exchangeable for Common Stock and any options, warrants or other rights to acquire Common Stock (the “Selling InvestorsDerivative Company Securities”) into Shares and to deliver any notices or documents as are required to effect any such exercise, conversion or exchange, (B) to surrender any such Derivative Company Securities for termination without any consideration for such termination or (C) to irrevocably cancel and terminate any right to acquire Common Stock or to convert any security into Common Stock (including, without limitation, the Board termination of Directors approve any right applicable to any debt security to convert such security in whole or in part into Common Stock), in each case in order to effect the action set forth in clauses (A)-(C), as applicable, concurrently with the Drag-Along Sale (a Sale Event “Derivative Company Securities Exercise”). If such Shareholder holds any Derivative Company Security and fails to deliver a Derivative Company Securities Exercise Notice no later than the fifth Business Day prior to the proposed Drag-Along Sale, then, subject to the last sentence of this Section 4.02, (as defined belowx) in writing, then the Optionee hereby agrees: (a) if such transaction requires stockholder approval, Shareholder shall be deemed to have elected to irrevocably terminate and cancel its right to acquire Shares or to convert any security into Common Stock and shall cease to have any right to effect a Derivative Company Securities Exercise with respect to any of its Derivative Company Securities, (y) the Third Party purchaser shall not be required to purchase any Shares issuable upon any Derivative Company Securities Exercise by such Shareholder, and (z) upon the consummation of the Drag-Along Sale, all Option Shares that such Optionee owns Derivative Company Securities (or, if applicable, the right applicable to any debt security to convert such security in whole or over which such Optionee otherwise exercises voting power, to vote (in person, by proxy or by part into Common Stock) shall terminate automatically and without any further action by written consentany Person. If the Drag-Along Sale is not consummated with respect to any Shares acquired upon the Derivative Company Securities Exercise, as applicablethen (I) all Option Shares in favor ofany Derivative Company Securities Exercise Notice delivered pursuant to the first sentence of this Section 4.02(a) shall be deemed to be rescinded and shall have no force and effect, and adopt, (II) the right of such Sale Event (together Shareholder to effect Derivative Company Securities Exercises in accordance with the terms of its Derivative Company Securities and the terms hereof shall be automatically restored without any related amendment to the Certificate required in order to implement such Sale Event) and to vote in opposition to further action by any and all other proposals that could delay or impair the ability of the Company to consummate such Sale Event;Person. (b) If the Drag-Along Seller elects to exercise its Drag-Along Rights, the Drag-Along Seller shall provide notice of such Drag-Along Sale to RW FIP, the Management ALOG Shareholders and ALOG (a “Drag-Along Sale Notice”) not later than 15 Business Days prior to the proposed Drag-Along Sale; provided that, if either the Management Roll Up Option or the Zion Roll Up Option is exercised and the Roll Up is not consummated prior to the proposed Drag-Along Sale, the Drag-Along Seller shall, at its option, either (i) delay the closing of such transaction Drag-Along Sale until the Roll Up has been consummated, or (ii) otherwise provide that the Management ALOG Shareholders shall Transfer their Company Securities as provided by this Section 4.02 at a subsequent closing. The Drag-Along Sale Notice shall identify the purchaser in the Drag-Along Sale, the consideration for which a Transfer is a Stock Sale proposed to be made (as defined below), sell determined on a Common Equivalents basis) (the same proportion of shares of capital stock of the Company beneficially held by such Optionee as is being sold by the Selling Investors to the Person to whom the Selling Investors propose to sell their Shares, and, on the same “Drag-Along Sale Price”) and all other material terms and conditions of the Drag-Along Sale. RW FIP and, from and after the Roll Up, each Management ALOG Shareholder, shall be required to participate in the Drag-Along Sale on the terms and conditions set forth in the Drag-Along Sale Notice and to tender its Company Securities as set forth below; provided, that, in any Drag Along Sale, the Selling Investors;price per Share for the Shares Transferred by any Management ALOG Shareholder shall be equal to the greater of (i) the Drag Along Sale Price and (ii) 50% of the Common Stock Purchase Price (the “Management Minimum Price”). (c) RW FIP and the Management ALOG Shareholders hereby grant to execute the Drag-Along Seller any and deliver all related documentation and take such other action in support necessary powers to, pursuant to the terms of article 684 of the Brazilian Civil Code, execute any and all instruments to effect the Transfer of the Company Securities subject to the Drag-Along Sale Event as shall reasonably be on the terms set forth in the Drag-Along Sale Notice. RW FIP and each Management ALOG Shareholder, if requested by the Drag-Along Seller, not later than five Business Days prior to the proposed Drag-Along Sale, shall deliver to a representative of the Drag-Along Seller designated in the Drag-Along Sale Notice wire transfer or other instructions for payment of the consideration for the Company or the Selling Investors Securities being Transferred in order to carry out the terms and provision of this Section 7, 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 impermissible liens, claims and encumbrances) and any similar or related documents;such Drag-Along Sale. (d) not The Drag-Along Seller shall have a period of 120 days from the date of delivery of the Drag-Along Sale Notice to depositconsummate the Drag-Along Sale on the terms and conditions set forth in such Drag-Along Sale Notice; provided that, (i) if such Drag-Along Sale is subject to regulatory approval, such 120-day period shall be extended until the expiration of five Business Days after all such approvals have been received, and to cause their Affiliates (ii) if the Zion Roll Up Option has been exercised but the Roll Up has not to depositbeen consummated, except as provided in this Agreement, any Option Shares until immediately after the consummation of the Company owned Roll Up, but in neither case shall such period extend more than 180 days following the date of delivery of the Drag-Along Sale Notice. If the Drag-Along Sale shall not have been consummated during such period, the Drag-Along Seller shall return to RW FIP and the Management ALOG Shareholders the limited power-of-attorney that such Shareholder or Management ALOG Shareholder delivered for Transfer pursuant hereto, together with any other documents in the possession of the Drag-Along Seller executed by such party Shareholder or Affiliate in a voting trust or subject any Option Shares to any arrangement or agreement with respect to the voting of such Option Shares, unless specifically requested to do so by the acquiror Management ALOG Shareholder in connection with the Sale Event; (e) to refrain from exercising any dissenters’ rights proposed Drag-Along Sale, all the restrictions on Transfer contained in this Agreement or rights of appraisal under otherwise applicable law at any such time with respect to such Company Securities owned by such Shareholder or Management ALOG Shareholder shall again be in full force and effect and the parties shall take the actions contemplated by Section 6.01(c)(ii) with respect to any Company Securities owned by the Management ALOG Shareholders. (e) Promptly after the consummation of the Drag-Along Sale Event; andpursuant to this Section 4.02, the Drag-Along Seller shall (i) notify RW FIP and the Management ALOG Shareholders thereof, (ii) remit to each such of RW FIP and the Management ALOG Shareholders the total consideration for the Company Securities of such Shareholder or Management ALOG Shareholder Transferred pursuant thereto less such Shareholder’s or Management ALOG Shareholder’s pro rata share of any escrows, holdbacks or adjustments in purchase price and any transaction expenses as determined in accordance with Section 4.03, with the cash portion of the purchase price paid by wire transfer of immediately available funds in accordance with the wire transfer instructions in the applicable Drag-Along Response Notices and (iii) furnish such other evidence of the completion and the date of completion of such transfer and the terms thereof as may be reasonably requested by the Shareholder or Management ALOG Shareholder. The Drag-Along Seller shall promptly remit to RW FIP and the Management ALOG Shareholders any additional consideration payable upon the release of any escrows, holdbacks or adjustments in purchase price. (f) Notwithstanding anything contained in this Section 4.02, there shall be no liability on the part of the Drag-Along Seller to RW FIP or any Management ALOG Shareholder (other than the obligation to return any documents received by the Drag-Along Seller) or any other Person if the consideration to be paid in exchange for the Option Shares Transfer of Company Securities pursuant to this Section 7 includes 4.02 is not consummated for whatever reason, regardless of whether the Drag-Along Seller has delivered a Drag-Along Sale Notice. Whether to effect a Transfer of Company Securities pursuant to this Section 4.02 by the Drag-Along Seller is in the sole and absolute discretion of the Drag-Along Seller. (g) The provisions of this Section 4.02 shall not apply to any securities and due receipt thereof proposed Transfer of Company Securities by any Optionee would require under applicable law the Drag-Along Seller in a Public Offering. (xh) the registration or qualification of such securities or of any person as a broker or dealer or agent Equinix’s Drag-Along Rights with respect to such securities or RW FIP pursuant to this Section 4.02 shall terminate upon the earlier of (yi) the provision IPO, (ii) the consummation of a Fundamental Transaction and (iii) May 1, 2016. (i) From and after May 1, 2016, if Equinix and RW FIP propose to Transfer, in a single transaction or series of transactions, any or all of their Shares to a Third Party, by mutual agreement, they may cause the Company to exercise the Zion Roll Up Option and may exercise the Drag-Along Rights set forth in this Section 4.02 with respect to any Optionee or all 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, the Company may cause to be paid to any such Optionee in lieu thereof, against surrender Securities owned by the Management ALOG Shareholders. The Drag-Along Rights of the Shares which would have otherwise been sold by such Optionee, an amount in cash equal Equinix and RW FIP with respect to the fair value Management ALOG Shareholders shall terminate upon the earlier of (as determined in good faith by i) the CompanyIPO and (ii) the consummation of the securities which such Optionee would otherwise receive as of the date of the issuance of such securities in exchange for the Option Sharesa Fundamental Transaction.

Drag-Along Rights. In the event that Investors the Manager determines, in his sole and absolute discretion, that there should be a Transfer of all of the Interests of the Company or all or substantially all of its assets, (as defined in that certain Stockholders Agreement by collectively, an “Approved Transfer of the Company”), then all Principals shall automatically consent to and among raise no objections to the Approved Transfer of the Company and (i) if the Investors named therein, dated as of June 20, 2007 (the “Stockholders Agreement”)) holding not less than a majority Approved Transfer of the outstanding Shares Company is structured as a sale of Interests, the Principals shall agree to sell all of their Interest(s) on the terms and conditions approved by the Manager, (ii) if the Approved Transfer of the Company is structured as defined a merger, consolidation or other reorganization, the Principals shall vote in favor thereof (to the extent they are entitled to vote) and shall not exercise any dissenters’ rights of appraisal they may have under any applicable law, and (iii) if the Approved Transfer of the Company is structured as a sale of all or substantially all of the assets of the Company, the Principals shall vote in favor thereof (to the extent they are entitled to vote) and shall not exercise any dissenters’ rights of appraisal they may have under applicable law. Each Principal shall use his or her best efforts to cooperate in the Stockholders Agreement) held by all Investors (Approved Transfer of the “Selling Investors”) Company and the Board of Directors approve a Sale Event (as defined below) in writing, then the Optionee hereby agrees: (a) if such transaction requires stockholder approval, with respect to all Option Shares that such Optionee owns or over which such Optionee otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Option Shares in favor of, and adopt, such Sale Event (together with any related amendment to the Certificate required in order to implement such Sale Event) and to vote in opposition to shall take any and all other proposals that could delay or impair necessary and desirable actions in connection with the ability consummation of the Approved Transfer of the Company to consummate such Sale Event; (b) if such transaction is a Stock Sale (as defined below), sell the same proportion of shares of capital stock of the Company beneficially held by such Optionee as is being sold by the Selling Investors to the Person to whom the Selling Investors propose to sell their Shares, 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 Event as shall are reasonably be requested by the Company or Manager, including, but not limited to, the Selling Investors in order to carry out the terms and provision of this Section 7, including without limitation executing reasonable and delivering instruments customary representations and warranties. The obligations 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 impermissible liens, claims and encumbrances) and any similar or related documents; (d) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Option Shares of the Company owned by such party or Affiliate in a voting trust or subject any Option Shares to any arrangement or agreement each Principal with respect to the voting Approved Transfer of such Option Sharesthe Company are also subject to the satisfaction of the following conditions, unless specifically requested to do so being that upon the consummation of the Approved Transfer of the Company, (a) all of the Principals shall receive the same form of consideration for the Interests and (b) the consideration received for the Approved Transfer of the Company, net of any applicable expenses that shall be borne by all of the acquiror Principals, pro rata, in connection accordance with the Sale Event; their respective Percentage Interests, shall be remitted (eor distributed, if applicable) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time the Principals, pro rata, in accordance with respect to such Sale Event; and (f) if the consideration to be paid in exchange for the Option Shares pursuant to this Section 7 includes any securities and due receipt thereof by any Optionee 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 Optionee 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, the Company may cause to be paid to any such Optionee in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Optionee, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Optionee would otherwise receive as of the date of the issuance of such securities in exchange for the Option Sharestheir respective Percentage Interests.

Drag-Along Rights. In If, at any time, prior to an initial public offering, the event that Investors (as defined in that certain Stockholders Agreement by and among the Company and the Investors named therein, dated as holders of June 20, 2007 (the “Stockholders Agreement”)) holding not less than at least a majority of the then-outstanding Shares (as defined in the Stockholders Agreement) held by all Investors (the “Selling Investors”) capital stock of Licensee and the Board of Directors of Licensee approve a Sale Event sale, in any one transaction or a series of related private transactions (as defined below) in writing, then the Optionee hereby agrees: (a) if such transaction requires stockholder approval, with respect to all Option Shares that such Optionee owns or over which such Optionee otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Option Shares in favor of, and adopt, such Sale Event (together with any related amendment to the Certificate required in order to implement such Sale Event) and to vote in opposition to any and all other proposals that could delay or impair the ability irrespective of the Company to consummate such Sale Event; (b) if such transaction is a Stock Sale (as defined belowhow structured), sell the same proportion of shares of capital stock of Licensee which, in the aggregate, represents more than fifty percent (50%) of the outstanding capital stock of Licensee on a fully-diluted basis (a “Sale of the Company”), then Licensee has the right to require APL to participate in such Sale of the Company beneficially held by such Optionee as is being sold by the Selling Investors with respect to the Person Shares (including any issued pursuant to whom Section 4.5(b)), on a pro rata basis for the Selling Investors propose to sell their Shares, and, same consideration per share and otherwise on the same terms and conditions as the Selling Investorsother shareholders who are disposing their shares of the same class. APL shall not be required to comply with the foregoing sentence in connection with any proposed Sale of the Company unless: (i) any representations and warranties to be made by APL in connection with such transaction are limited to those related to authority, ownership, and ability to convey title to the Shares; (cii) APL shall not be liable for the inaccuracy of any representation or warranty made by any other Person other than Licensee (except to execute the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and deliver all related documentation and take such other action in support covenants of the Sale Event Licensee as shall reasonably be requested well as breach by the Company or the Selling Investors in order to carry out the terms and provision any stockholder of this Section 7any identical representations, including without limitation executing and delivering instruments of conveyance and transferwarranties, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, covenants provided by all stockholders); SAMPLE (iii) liability shall be limited to APL’s applicable share certificates duly endorsed for transfer of a negotiated aggregate indemnification amount that applies equally to all stockholders (free and clear not to exceed the amount of impermissible liens, claims and encumbrances) and any similar or related documentsconsideration payable to the stockholders); (div) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Option Shares upon the consummation of the proposed Sale of the Company owned each holder of each class or series of capital stock will receive the same amount of consideration per share as is received by such party or Affiliate other holders in a voting trust or subject any Option Shares to any arrangement or agreement with respect to the voting of their shares of such Option Shares, unless specifically requested to do so by the acquiror in connection with the Sale Event; (e) to refrain from exercising any dissenters’ rights class or rights series of appraisal under applicable law at any time with respect to such Sale Eventcapital stock; and (fv) subject to clause (iv) above, if any holders of any capital stock of Licensee are given an option as to the form and amount of consideration to be paid in exchange for received as a result of the Option Shares pursuant to this Section 7 includes any securities and due receipt thereof by any Optionee would require under applicable law (x) proposed Sale of the registration or qualification Company, all holders of such securities or of any person as a broker or dealer or agent with respect to such securities or (y) capital stock will be given the provision to any Optionee 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, the Company may cause to be paid to any such Optionee in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Optionee, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Optionee would otherwise receive as of the date of the issuance of such securities in exchange for the Option Sharessame option.

Drag-Along Rights. In the event that Investors (as defined in that certain Stockholders Agreement by and among the Company and the Investors named therein, dated as holders of June 20, 2007 at least 50% of shares of Common Stock then issued (the “Stockholders Agreement”)) holding not less than a majority of the outstanding Shares (as defined in the Stockholders Agreement) held by all Investors (the “Selling InvestorsElecting Holders”) and the Board of Directors approve a Sale Event (as defined below) Change in Control in writing, specifying that this Section 9(a) shall apply to such transaction, then the Optionee hereby agrees: Participant agrees (ai) if such transaction requires stockholder approval, with respect to all Option Shares that such Optionee the Participant owns or over which such Optionee the Participant otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Option Shares in favor of, and adopt, such Sale Event Change in Control (together with any related amendment or restatement to the Company’s Certificate of Incorporation required in order to implement such Sale EventChange in Control) and to vote in opposition to any and all other proposals that could delay or impair the ability of the Company to consummate such Sale Event; Change in Control, (bii) if such transaction is a Stock Sale (as defined below), to sell the same proportion of shares of capital stock of the Company Option Shares beneficially held by such Optionee the Participant as is being sold by the Selling Investors Electing Holders to the Person to whom the Selling Investors Electing Holders propose to sell their Shares, and, shares of Common Stock on the same terms and conditions as the Selling Investors; other stockholders of the Company, (ciii) to execute and deliver all related documentation and take such other action in support of the Sale Event Change in Control as shall reasonably be requested by the Company or the Selling Investors Electing Holders in order to carry out the terms and provision of this Section 79(a), 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 impermissible liens, claims and encumbrances) and any similar or related documents; (div) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, deposit any Option Shares of the Company owned by such party or Affiliate the Participant in a voting trust or subject any Option Shares to any arrangement or agreement with respect to the voting of such Option Shares, unless specifically requested to do so by the acquiror acquirer in connection with the Sale Event; Change in Control, (ev) to refrain from (A) exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale Event; and Change in Control or (fB) asserting any claim or commencing any suit challenging the Change in Control, alleging a breach of any fiduciary duty of the Electing Holders or any affiliate or associate thereof (including, without limitation, aiding and abetting breach of fiduciary duty) in connection with the evaluation, negotiation or entry into the Change in Control or the consummation of the transactions contemplated thereby and (vi) if the consideration to be paid in exchange for the Option Shares pursuant to this Section 7 9(a) includes any securities and due receipt thereof by any Optionee the Participant 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 Optionee the Participant 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, the Company may cause to be paid to any such Optionee the Participant in lieu thereof, against surrender of the Option Shares which would have otherwise been sold by such Optioneethe Participant, an amount in cash equal to the fair value (as determined in good faith by the CompanyBoard) of the securities which such Optionee the Participant would otherwise receive as of the date of the issuance of such securities in exchange for the Option Shares; provided that (y) the Participant shall not liable for the breach of any representation, warranty or covenant made by any other Person in connection with the Change in Control (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants) and (z) subject to Section 9(a)(iv) above, upon the consummation of the Change in Control, the Participant will receive the same amount of consideration per Option Share as is received by other holders in respect of their shares of Common Stock.

Drag-Along Rights. In (a) Subject to the event that Investors (next paragraph, if Blackstone or Holdings elects to consummate, or to cause the Company to consummate, a transaction constituting a Change of Control, Blackstone or Holdings, as defined in that certain Stockholders Agreement by and among applicable, shall notify the Company and the Investors named thereinother Securityholders in writing of that election, dated as the other Securityholders will consent to and raise no objections to the proposed transaction, and the Securityholders and the Company will take all other actions reasonably necessary or desirable to cause the consummation of June 20, 2007 such transaction on the terms proposed by Blackstone or Holdings (the a “Stockholders AgreementDrag Along Sale”). Without limiting the foregoing, (i) holding not less than if the proposed Drag Along Sale is structured as a majority sale of assets or a merger or consolidation, or otherwise requires Securityholders approval, the outstanding Shares (as defined in the Stockholders Agreement) held by all Investors (the “Selling Investors”) Securityholders and the Board of Directors approve a Sale Event (as defined below) in writing, then the Optionee hereby agrees: (a) if such transaction requires stockholder approval, Company will vote or cause to be voted all Securities that they hold or with respect to all Option Shares that such Optionee owns or over which such Optionee otherwise exercises Securityholder has the power to direct the voting power, and which are entitled to vote (in person, by proxy or by action by written consent, as applicable) all Option Shares on such transaction in favor ofof such transaction and will waive any appraisal rights which they may have in connection therewith, and adopt(ii) if the proposed Drag Along Sale is structured as or involves a sale or redemption of Securities, such Sale Event (together with any related amendment the Securityholders will agree to the Certificate required in order to implement such Sale Event) and to vote in opposition to any and all other proposals that could delay or impair the ability sell their pro-rata share of the Company to consummate Securities being sold in such Drag Along Sale Event;on the terms and conditions approved by Blackstone or Holdings, and the Securityholders will execute any merger, asset purchase, security purchase, recapitalization or other sale agreement approved by Blackstone in connection with such Change of Control. (b) The obligations of the Securityholders with respect to the Drag Along Sale are subject to the satisfaction of the following conditions: (i) upon the consummation of the Drag Along Sale, all of the holders of a particular class or series of Securities (if such transaction any consideration is a Stock Sale (as defined below), sell to be received by any of them) shall receive the same proportion form and amount of shares consideration per share, unit or amount of capital stock Securities, or if any holders of a particular class or series of Securities are given an option as to the form and amount of consideration to be received, all holders of such class or series will be given the same option and (ii) if consideration is to be received by holders of Securities, all holders of then currently exercisable rights to acquire a particular class or series of Securities will be given an opportunity to either (A) exercise such rights prior to the consummation of the Company beneficially held Drag Along Sale and participate in such sale as holders of such Securities or (B) upon the consummation of the Drag Along Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share, unit or amount of Securities received by the holders of such type and class of Securities in connection with the Drag Along Sale less the exercise price per share, unit or amount of such rights to acquire such Securities by (2) the number of shares, units or aggregate amount of Securities represented by such Optionee as is being sold by the Selling Investors to the Person to whom the Selling Investors propose to sell their Shares, and, on the same terms and conditions as the Selling Investors;rights. (c) to execute and deliver all related documentation and take such other action in support Each Securityholder will bear its or his pro-rata share (based upon the relative amount of proceeds received for the Securities sold) of the reasonable costs of any sale of Securities pursuant to a Drag Along Sale Event as shall reasonably be requested to the extent such costs are incurred for the benefit of all Securityholders and are not otherwise paid by the Company or the Selling Investors in order acquiring party. Costs incurred by or on behalf of a Securityholder for its or his sole benefit will not be considered costs of the transaction hereunder. In the event that any transaction that Blackstone elects to carry out the terms and provision of consummate or cause to be consummated pursuant to this Section 74.1 is not consummated for any reason, including without limitation executing the Company will reimburse Blackstone for all actual and delivering instruments reasonable expenses paid or incurred by Blackstone in connection therewith. No Securityholder shall be required to make any representation, warranty, covenant or indemnity that pertains specifically to any other Securityholder, nor shall any Securityholder be required to enter into any non-competition agreement in connection with such Change 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 impermissible liens, claims and encumbrances) and any similar or related documents;Control transaction. (d) not to deposit, and to cause their Affiliates not to deposit, except as provided Notwithstanding any provision in this AgreementAgreement to the contrary, any Option Shares of Blackstone and its Affiliates shall be entitled to be paid customary and reasonable fees by Holdings, the Company owned or any Subsidiary for any investment banking services provided by such party or Affiliate in a voting trust or subject any Option Shares to any arrangement or agreement with respect to the voting of such Option Shares, unless specifically requested to do so by the acquiror it in connection with the Sale Event;a Change of Control. (e) to refrain from exercising any dissenters’ rights or rights The provisions of appraisal under applicable law at any time with respect to such Sale Event; and (f) if the consideration to be paid in exchange for the Option Shares pursuant to this Section 7 includes any securities and due receipt thereof by any Optionee would require under applicable law (x) 4.1 shall remain in effect following 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 Optionee 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, the Company may cause to be paid to any such Optionee in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Optionee, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Optionee would otherwise receive as of the date of the issuance of such securities in exchange for the Option Sharesfirst Public Offering.

Drag-Along Rights. In the event that Investors (as defined in that certain Stockholders Agreement by and among the Company and the Investors named therein, dated as of June 20, 2007 a) If (the “Stockholders Agreement”)i) holding not less than a majority of the members of the Board of Directors of the Company approve a Sale of the Company (as defined below) and (ii) the holders of at least seventy-five percent (75%) in interest of the outstanding Shares shares of Series A Preferred Stock (the “Requisite Holders”) propose to effect (or to cause the Company to effect) a Sale of the Company, the Company shall, at the request of the Requisite Holders, deliver a notice (a “Sale Event Notice”) to all of the Stockholders stating that the Requisite Holders propose to effect (or to cause the Company to effect) such transaction (an “Approved Sale”), and specifying the name and address of the proposed parties to such transaction and the consideration payable in connection therewith. Upon receipt of a Sale Event Notice, each Stockholder shall be obligated, if applicable, to Transfer all shares of Stock owned by it in the Approved Sale at such price and on such terms as specified in the Sale Event Notice; provided, however, that the price and consideration paid shall be different for Common Stock and any series or class of preferred stock to the extent that such difference is consistent with the liquidation preferences of the Common Stock and such series or class of preferred stock, as the case may be, set forth in the Company’s certificate of incorporation as if such Approved Sale were a Deemed Liquidation Event (as defined in the Stockholders Agreement) held by all Investors (the “Selling Investors”) Company’s certificate of incorporation, as amended); and the Board of Directors approve a Sale Event (as defined below) in writingprovided, then the Optionee hereby agrees: (a) if such transaction requires stockholder approvalfurther, however, that, with respect to any shares of Stock for which a Stockholder holds unexercised stock options, the price per such share shall be reduced by the exercise price of such options or, if required pursuant to the terms of such options, such Stockholder shall pay the exercise price therefor prior to the closing of the Approved Sale, and shall transfer shares of Common Stock in the Approved Sale. (b) The closing of any Approved Sale shall be held at such time and place as the Company shall reasonably specify. At such closing, the Stockholders shall deliver, if applicable, certificates representing the shares of Stock to be sold, duly endorsed for transfer and accompanied by all Option Shares requisite stock transfer taxes, if any, and the shares of Stock to be transferred shall be free and clear of any liens, claims or encumbrances (other than restrictions imposed by this Agreement) and each of the Stockholders shall so represent and warrant. (c) Each Stockholder involved in any transaction pursuant to this Section 6 shall be required to bear its pro rata share (based upon the number of shares of Stock sold or the number of shares of Stock to be acquired pursuant to options or other rights, calculated on an as converted to Common Stock basis) of the expenses incurred by the Stockholders in connection with such transaction to the extent such costs are incurred for the benefit of all such Stockholders and are not otherwise paid by the Company or the acquiring party; and each Stockholder shall be obligated to join on a pro rata basis (based on the number of shares sold or the number of shares to be acquired pursuant to options or other rights, calculated on an as converted to Common Stock basis) in any representations, warranties, indemnification provisions or other obligations relating to its ownership of the Stock as shall be customary in transactions of a similar nature (including without limitation any escrow arrangements) that the Requisite Holders agree to provide in connection with such Optionee owns transaction (other than any such obligations that relate specifically to a particular Stockholder such as indemnification with respect to representations and warranties given by a Stockholder regarding such Stockholder’s title to and ownership of Stockholder shares of Stock, which shall be given by such Stockholder). Each Stockholder shall further represent and warrant that he, she or over which it is the record and beneficial owner of such Optionee otherwise exercises shares of Stock. No Stockholder shall be obligated in connection with such transaction to agree to indemnify or hold harmless the transferees with respect to an amount in excess of the consideration received by such Stockholder in connection with such transaction. Costs incurred by any such Stockholder on its own behalf shall not be considered costs of the transaction hereunder. (d) Each Stockholder, whether in its capacity as a Stockholder, officer, founder or director of the Company, or otherwise, shall to the fullest extent permitted by law take or cause to be taken all such actions as may reasonably be requested by the Company in order expeditiously to consummate each Approved Sale and any related transactions, including, without limitation, voting powerfor the approval of a Approved Sale; being present, to vote in person or by proxy, as a holder of shares of voting securities, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings; voting (in person, by proxy or by action by written consent, as applicable) all Option Shares shares of the capital stock of the Company as to which it has beneficial ownership in favor of, of such Approved Sale and adopt, such Sale Event (together with any related amendment to the Certificate required in order to implement such Sale Event) and to vote in opposition to of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale Event; (b) if such transaction is a Stock Sale (as defined below)Approved Sale; and raising no objection against the Approved Sale, sell waiving any dissenters’ or appraisal rights in respect thereof; executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments; furnishing information and copies of documents; filing applications, reports, returns, filings and other documents or instruments with governmental authorities; and otherwise cooperating with the same proportion of shares of capital stock Company and the Requisite Holders. Without limiting the generality of the Company beneficially held by such Optionee as is being sold by the Selling Investors to the Person to whom the Selling Investors propose to sell their Sharesforegoing, and, on the same terms and conditions as the Selling Investors; (c) to each Stockholder shall execute and deliver all related documentation such agreements and take such other action in support of the Sale Event instruments as shall may be reasonably be requested specified by the Company or the Selling Investors in order to carry out the terms and provision of this Section 7, 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 impermissible liens, claims and encumbrances) and any similar or related documents; (d) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Option Shares of the Company owned by such party or Affiliate in a voting trust or subject any Option Shares to any arrangement or agreement with respect to the voting of such Option Shares, unless specifically requested to do so by the acquiror in connection with the Sale Event;Requisite Holders. (e) to refrain from exercising Notwithstanding any dissenters’ rights or rights provision of appraisal under applicable law at any time with respect to such Sale Event; and (f) if this Agreement, the consideration to be paid in exchange for the Option Shares purchase and sale of shares of Stock pursuant to this Section 7 includes any securities and due receipt thereof by any Optionee 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 Optionee 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, the Company may cause to 6 shall not be paid to any such Optionee in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Optionee, an amount in cash equal subject to the fair value (as determined in good faith by the Company) provisions of the securities which such Optionee would otherwise receive as of the date of the issuance of such securities in exchange for the Option SharesSections 3 and 4 hereof.

Drag-Along Rights. In the event that Investors (as defined in that certain Stockholders Agreement by and among i) the Company and the Investors named therein, dated as holders of June 20, 2007 (the “Stockholders Agreement”)) holding not less than a majority of the outstanding Shares (as defined in the Stockholders Agreement) held by all Investors Majority Interest (the “Selling Investors”) and (ii) the Board of Directors approve approves in writing a Sale Event (as defined below) meeting the requirements set forth in writingSection 5.2, then each Stockholder hereby agrees to the following (provided, however, that in the event the Majority Interest includes any Investors or their majority-controlled or controlling Affiliates that will be the buyer(s) pursuant to such Sale Event (the “Buyer Investors”), then the Optionee hereby agrees:approval of Investors holding a majority of the outstanding shares of Preferred Stock not held by the Buyer Investors and their Affiliates shall also be required): (a) if such transaction requires stockholder approval, with respect to all Option Shares that such Optionee Stockholder owns or over which such Optionee Stockholder otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Option Shares in favor of, and adopt, such Sale Event (together with any related amendment to the Certificate Charter required in order to implement such Sale Event) and to vote in opposition to any and all other proposals that could delay or impair the ability of the Company to consummate such Sale Event; (b) if such transaction is a Stock Sale (as defined below), sell the same proportion of shares of capital stock of the Company beneficially held by such Optionee Stockholder as is being sold by the Selling Investors to the Person to whom the Selling Investors propose to sell their Shares, 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 Event as shall reasonably be requested by the Company or the Selling Investors in order to carry out the terms and provision of this Section 7Article V, 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 impermissible liens, claims and encumbrances) and any similar or related documents; (d) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Option Shares of the Company owned by such party or Affiliate in a voting trust or subject any Option Shares to any arrangement or agreement with respect to the voting of such Option Shares, unless specifically requested to do so by the acquiror in connection with the Sale Event; (e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale Event; and (f) if the consideration to be paid in exchange for the Option Shares pursuant to this Section 7 Article V includes any securities and due receipt thereof by any Optionee 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 Optionee 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, the Company may cause to be paid to any such Optionee Stockholder in lieu thereof, against surrender of the Shares which would have otherwise been sold by such OptioneeStockholder, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Optionee Stockholder would otherwise receive as of the date of the issuance of such securities in exchange for the Option Shares.

Drag-Along Rights. In If at any time prior to an Initial Public Equity Offering, any Investor or Investors and/or any of their re- spective Affiliates determines to sell all of the event that Capital Stock of the Company owned by them to a Person other than an Investor or an Affiliate of an Investor in a transaction resulting in a Warrant Change of Control, the transferring Investor or Investors (as defined in whether directly or through an Affiliate) shall have the right to require the Holders of Subject Equity to sell such Subject Equity to such transferee; provided that certain Stockholders Agreement by and among the Company and the Investors named therein, dated as of June 20, 2007 (the “Stockholders Agreement”)) holding not less than a majority of the outstanding Shares (as defined in the Stockholders Agreement) held by all Investors (the “Selling Investors”) and the Board of Directors approve a Sale Event (as defined below) in writing, then the Optionee hereby agrees: (a) if such transaction requires stockholder approvalthe consideration to be received by the Holders of Subject Equity shall be the same type of consideration received by the Investors and their Affiliates and, with respect to all Option Shares that such Optionee owns in any event, shall be cash or over which such Optionee otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Option Shares in favor offreely transferable marketable securities, and adopt, such Sale Event (together with any related amendment to the Certificate required in order to implement such Sale Event) and to vote in opposition to any and all other proposals that could delay or impair the ability of the Company to consummate such Sale Event; (b) if after giving effect to such transaction is a transaction, the Investors and their Affiliates shall not own, directly or indirectly, any Capital Stock Sale (as defined below), sell or rights to purchase Capital Stock of the Company. Any Warrants and/or Registrable Securities purchased from the Holders thereof pursuant to this Section 3.3 shall be paid for at the same proportion price per share of shares of capital stock of the Company beneficially held by such Optionee as is being sold by the Selling Investors to the Person to whom the Selling Investors propose to sell their Shares, and, on Common Stock and upon the same terms and conditions as of such proposed transfer of Common Stock by the Selling Investors; (c) Investors and their Affiliates. Notwithstanding the foregoing, shares of Convertible Preferred Stock being transferred by an Investor or its Affiliates shall be entitled to execute and deliver all related documentation and take such other action receive the Fair Market Value of consideration, up to but not in support excess of the Sale Event as aggregate liquidation preference of, plus accrued and unpaid dividends on, such shares of Convertible Preferred Stock prior to any payment of consideration in respect of that Subject Equity which the holder thereof is obligated to sell. In the event that the Fair Market Value of consideration that is paid in respect of any shares of Convertible Preferred Stock being transferred by an Investor or its Affiliates is in excess of its aggregate liquidation preference plus accrued and unpaid dividends, such shares of Convertible Preferred Stock shall reasonably be requested by the Company or the Selling Investors in order to carry out the terms and provision deemed for all purposes of this Section 7, 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 impermissible liens, claims and encumbrances) and any similar or related documents; (d) not provision to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Option Shares of the Company owned by such party or Affiliate in a voting trust or subject any Option Shares to any arrangement or agreement with respect to the voting of such Option Shares, unless specifically requested to do so by the acquiror in connection with the Sale Event; (e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect have been converted into Common Stock immediately prior to such Sale Event; and (f) if the consideration transfer. The price per Warrant to be paid in exchange for by the Option Shares pursuant to this Section 7 includes any securities and due receipt thereof by any Optionee would require under applicable law (x) proposed purchaser shall be less the registration or qualification exercise price of such Warrant per share. If the Subject Equity to be purchased includes securities or of any person as a broker or dealer or agent with respect to such securities or (y) the provision to any Optionee 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 ActCommon Stock, the Company may cause price to be paid to any for such Optionee in lieu thereof, against surrender of securities shall be the Shares which would have otherwise been sold by such Optionee, an amount in cash equal to the fair value (as determined in good faith same price per share or other denomination paid by the Company) of proposed purchaser for like securities purchased from the Investors and their Affiliates or, if like securities which such Optionee would otherwise receive as of are not purchased from the date of Investors and their Affiliates, the issuance Fair Market Value of such securities in exchange for the Option Sharessecurities.