Common use of Participation Right Clause in Contracts

Participation Right. (a) The Company shall not issue (an "Issuance") additional Equity Securities of the Company to any Person (other than (i) Equity Securities issued upon the exchange, exercise or conversion of other Equity Securities in accordance with the terms thereof, (ii) Equity Securities issued in connection with any stock split, stock dividend or recapitalization of the Company, as long as the same is fully proportionate for each class of affected security and entails equal treatment for all shares or units of such class, (iii) Equity Securities issued by the Company pursuant to the acquisition by the Company or its Subsidiaries of another Person or a material portion of the assets thereof, by merger, purchase of assets or otherwise, (iv) Equity Securities issued to employees, officers directors, or consultants of the Company or its Subsidiaries, (v) Equity Securities issued in connection with a Public Offering or (vi) Equity Securities issued to customers, venders, lenders, and other non-equity financing sources, lessors of equipment and other providers of goods or services to the Company or its Subsidiaries, each of which will not be subject to this Section 2.6), unless, prior to such Issuance, the Company notifies each Securityholder party hereto in writing of the Issuance and grants to each such Securityholder or, at such Securityholder's election, one of its Affiliates, the right (the "Right") to subscribe for and purchase such Securityholder's pro rata share (determined as provided below) of such additional Equity Securities so issued at the same price and upon the same terms and conditions as issued in the Issuance. Each Securityholder's pro rata share is equal to the ratio of (A) the number of shares of Common Stock owned by such Securityholder (including for these purposes all shares of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities) to (B) the total number of shares of the Company's outstanding Common Stock (including for these purposes all shares of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities) immediately prior to the issuance of the Equity Securities. (b) The Right may be exercised by each Securityholder party hereto or its Affiliates at any time by written notice to the Company received by the Company within 10 business days after receipt of notice from the Company of the Issuance, and the closing of the purchase and sale pursuant to the exercise of the Right shall occur at least 20 business days after the giving of the notice of the Issuance by the Company and prior to or concurrently with the closing of the Issuance. Notwithstanding the foregoing (i) the Right shall not apply to any Issuance, pro rata, to all holders of Common Stock and (ii) the Company shall not be required to offer or sell any Equity Security to any Securityholder who is not an "accredited investor" as defined in Regulation D of the rules and regulations promulgated by the SEC under the Exchange Act or who would cause the Company to be in violation of applicable federal securities laws by virtue of such offer or sale.

Participation Right. (a) The Company shall not issue (an "Issuance") additional Equity Securities of the Company after the date hereof to any Person (other than (i) Equity Securities issued upon the exchange, exercise or conversion of other Equity Securities in accordance with the terms thereof, (ii) Equity Securities issued in connection with any stock split, stock dividend or recapitalization of the Company, as long as the same is fully proportionate for each class of affected security and entails equal treatment for all shares or units of such class, (iii) Equity Securities issued by the Company pursuant to the acquisition by the Company or its Subsidiaries of another Person or a material portion of the assets thereof, by merger, purchase of assets or otherwiseotherwise in consideration for the assets and/or equity securities so acquired, (iv) Equity Securities issued to employees, officers officers, directors, or consultants of the Company or its Subsidiaries, (v) Equity Securities issued in connection with a Public Offering or Offering, (vi) Equity Securities issued to customers, venders, lenders, and other non-equity financing sources, lessors of equipment and other providers of goods or services to the Company or its SubsidiariesSubsidiaries or (vii) Equity Securities issued pursuant to the Anti-Dilution Agreement, each of which will not be subject to this Section 2.6), unless, prior to such Issuance, the Company notifies each Securityholder party hereto in writing of the Issuance and grants to each such Securityholder or, at such Securityholder's election, one of its Affiliates, the right (the "Right") to subscribe for and purchase such Securityholder's pro rata share (determined as provided below) of such additional Equity Securities so issued at the same price and upon the same terms and conditions as issued in the Issuance. Each Securityholder's pro rata share is equal to the ratio of (A) the number of shares of Common Stock owned by such Securityholder (including for these purposes all shares of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities) to (B) the total number of shares of the Company's outstanding Common Stock (including for these purposes all shares of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities) immediately prior to the issuance of the Equity Securities. (b) The Right may be exercised by each Securityholder party hereto or its Affiliates at any time by written notice to the Company received by the Company within 10 business days after receipt of notice from the Company of the Issuance, and the closing of the purchase and sale pursuant to the exercise of the Right shall occur at least 20 business days after the giving of the notice of the Issuance by the Company and prior to or concurrently with the closing of the Issuance. Notwithstanding the foregoing (i) the Right shall not apply to any Issuance, pro rataPRO RATA, to all holders of Common Stock and (ii) the Company shall not be required to offer or sell any Equity Security to any Securityholder who is not an "accredited investor" as defined in Regulation D of the rules and regulations promulgated by the SEC under the Exchange Act or who would cause the Company to be in violation of applicable federal securities laws by virtue of such offer or sale.

Participation Right. (a) The Company shall not issue (an "Issuance") additional Equity -------- Securities of the Company to any Person (other than (i) Equity Securities issued upon the exchange, exercise or conversion of other Equity Securities in accordance with the terms thereof, (ii) Equity Securities issued in connection with any stock split, stock dividend or recapitalization of the Company, as long as the same is fully proportionate for each class of affected security and entails equal treatment for all shares or units of such class, (iii) Equity Securities issued by the Company pursuant to the acquisition by the Company or its Subsidiaries of another Person or a material portion of the assets thereof, by merger, purchase of assets or otherwiseotherwise in consideration for the assets and/or equity securities so acquired, (iv) Equity Securities issued to employees, officers officers, directors, or consultants of the Company or its Subsidiaries, (v) Equity Securities issued in connection with a Public Offering or (vi) Equity Securities issued to customers, venders, lenders, and other non-equity financing sources, lessors of equipment and other providers of goods or services to the Company or its Subsidiaries, each of which will not be subject to this Section 2.6), unless, prior to such Issuance, the Company notifies each Securityholder party hereto in writing of the Issuance and grants to each such Securityholder or, at such Securityholder's election, one of its Affiliates, the right (the "Right") to subscribe for and ----- purchase such Securityholder's pro rata share (determined as provided below) of such additional Equity Securities so issued at the same price and upon the same terms and conditions as issued in the Issuance. Each Securityholder's pro rata share is equal to the ratio of (A) the number of shares of Common Stock owned by such Securityholder (including for these purposes all shares of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities) to (B) the total number of shares of the Company's outstanding Common Stock (including for these purposes all shares of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities) immediately prior to the issuance of the Equity Securities. (b) The Right may be exercised by each Securityholder party hereto or its Affiliates at any time by written notice to the Company received by the Company within 10 business days after receipt of notice from the Company of the Issuance, and the closing of the purchase and sale pursuant to the exercise of the Right shall occur at least 20 business days after the giving of the notice of the Issuance by the Company and prior to or concurrently with the closing of the Issuance. Notwithstanding the foregoing (i) the Right shall not apply to any Issuance, pro rata, to all holders of Common Stock and (ii) the Company shall --- ---- not be required to offer or sell any Equity Security to any Securityholder who is not an "accredited investor" as defined in Regulation D of the rules and regulations promulgated by the SEC under the Exchange Act or who would cause the Company to be in violation of applicable federal securities laws by virtue of such offer or sale.

Participation Right. (a) The Company shall not issue (an "Issuance") additional Equity -------- Securities of the Company after the date hereof to any Person (other than (i) Equity Securities issued upon the exchange, exercise or conversion of other Equity Securities in accordance with the terms thereof, (ii) Equity Securities issued in connection with any stock split, stock dividend or recapitalization of the Company, as long as the same is fully proportionate for each class of affected security and entails equal treatment for all shares or units of such class, (iii) Equity Securities issued by the Company pursuant to the acquisition by the Company or its Subsidiaries of another Person or a material portion of the assets thereof, by merger, purchase of assets or otherwiseotherwise in consideration for the assets and/or equity securities so acquired, (iv) Equity Securities issued to employees, officers officers, directors, or consultants of the Company or its Subsidiaries, (v) Equity Securities issued in connection with a Public Offering or Offering, (vi) Equity Securities issued to customers, venders, lenders, and other non-non- equity financing sources, lessors of equipment and other providers of goods or services to the Company or its SubsidiariesSubsidiaries or (vii) Equity Securities issued pursuant to the Anti-Dilution Agreement, each of which will not be subject to this Section 2.6), unless, prior to such Issuance, the Company notifies each Securityholder party hereto in writing of the Issuance and grants to each such Securityholder or, at such Securityholder's election, one of its Affiliates, the right (the "Right") to subscribe for and purchase such Securityholder's pro rata ----- share (determined as provided below) of such additional Equity Securities so issued at the same price and upon the same terms and conditions as issued in the Issuance. Each Securityholder's pro rata share is equal to the ratio of (A) the number of shares of Common Stock owned by such Securityholder (including for these purposes all shares of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities) to (B) the total number of shares of the Company's outstanding Common Stock (including for these purposes all shares of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities) immediately prior to the issuance of the Equity Securities. (b) The Right may be exercised by each Securityholder party hereto or its Affiliates at any time by written notice to the Company received by the Company within 10 business days after receipt of notice from the Company of the Issuance, and the closing of the purchase and sale pursuant to the exercise of the Right shall occur at least 20 business days after the giving of the notice of the Issuance by the Company and prior to or concurrently with the closing of the Issuance. Notwithstanding the foregoing (i) the Right shall not apply to any Issuance, pro rata, to all holders of Common Stock and (ii) the Company --- ---- shall not be required to offer or sell any Equity Security to any Securityholder who is not an "accredited investor" as defined in Regulation D of the rules and regulations promulgated by the SEC under the Exchange Act or who would cause the Company to be in violation of applicable federal securities laws by virtue of such offer or sale.

Participation Right. (a) The Company shall not issue (an "Issuance") additional Equity Securities of the Company to any Person (other than (i) Equity Securities issued upon the exchange, exercise or conversion of other Equity Securities in accordance with the terms thereof, (ii) Equity Securities issued in connection with any stock split, stock dividend or recapitalization of the Company, as long as the same is fully proportionate for each class of affected security and entails equal treatment for all shares or units of such class, (iii) Equity Securities issued by the Company pursuant to the acquisition by the Company or its Subsidiaries of another Person or a material portion of the assets thereof, by merger, purchase of assets or otherwiseotherwise in consideration for the assets and/or equity securities so acquired, (iv) Equity Securities issued to employees, officers officers, directors, or consultants of the Company or its Subsidiaries, (v) Equity Securities issued in connection with a Public Offering or (vi) Equity Securities issued to customers, venders, lenders, and other non-equity financing sources, lessors of equipment and other providers of goods or services to the Company or its Subsidiaries, each of which will not be subject to this Section 2.6), unless, prior to such Issuance, the Company notifies each Securityholder party hereto in writing of the Issuance and grants to each such Securityholder or, at such Securityholder's election, one of its Affiliates, the right (the "Right") to subscribe for and purchase such Securityholder's pro rata share (determined as provided below) of such additional Equity Securities so issued at the same price and upon the same terms and conditions as issued in the Issuance. Each Securityholder's pro rata share is equal to the ratio of (A) the number of shares of Common Stock owned by such Securityholder (including for these purposes all shares of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities) to (B) the total number of shares of the Company's outstanding Common Stock (including for these purposes all shares of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities) immediately prior to the issuance of the Equity Securities. (b) The Right may be exercised by each Securityholder party hereto or its Affiliates at any time by written notice to the Company received by the Company within 10 business days after receipt of notice from the Company of the Issuance, and the closing of the purchase and sale pursuant to the exercise of the Right shall occur at least 20 business days after the giving of the notice of the Issuance by the Company and prior to or concurrently with the closing of the Issuance. Notwithstanding the foregoing (i) the Right shall not apply to any Issuance, pro rata, to all holders of Common Stock and (ii) the Company shall not be required to offer or sell any Equity Security to any Securityholder who is not an "accredited investor" as defined in Regulation D of the rules and regulations promulgated by the SEC under the Exchange Act or who would cause the Company to be in violation of applicable federal securities laws by virtue of such offer or sale.

Participation Right. (ai) The If at any time after the date hereof, (x) the Company proposes to issue equity securities of any kind (the term “equity securities” shall not issue (an "Issuance"include for these purposes any warrants, options or other rights to acquire equity securities and debt securities convertible into equity securities) additional Equity Securities of the Company to any Person (other than the issuance of securities (i) Equity Securities issued upon the exchange, exercise or conversion of other Equity Securities in accordance with any convertible capital stock of the terms thereofCompany pursuant to the Company’s Certificate of Incorporation, (ii) Equity Securities issued pursuant to the acquisition of another Person by the Company, whether by purchase of stock, merger, consolidation, purchase of all or substantially all of the assets of such Person or otherwise, including issuances to management of such Person in connection therewith, (iii) in exchange for debt securities of the Company, (iv) in connection with any stock split, stock dividend or recapitalization of the Company, as long as the same is fully proportionate for each class of affected security and entails equal treatment for all shares or units of such classrecapitalization, (iiiv) Equity Securities issued pursuant to an underwritten public offering by the Company of shares of Common Stock pursuant to a registration under the acquisition by the Company or its Subsidiaries of another Person or a material portion of the assets thereof, by merger, purchase of assets or otherwiseSecurities Act, (ivvi) Equity Securities issued in connection with a joint venture or strategic relationship (in either case, so long as such issuance is not in connection with a capital raising transaction) or (vii) to officers, employees, officers directors, directors or consultants of the Company or its Subsidiaries, (v) Equity Securities issued Subsidiaries in connection with a Public Offering such Person’s employment or (vi) Equity Securities issued to customers, venders, lenders, and other non-equity financing sources, lessors of equipment and other providers of goods or services to consulting arrangements with the Company or its Subsidiaries) and (y) FHL participates in such issuance, each whether as an original offeree or by exercise of which will not be subject to this Section 2.6)preemptive right or otherwise, unlessthen, prior to such Issuance, the Company notifies each Securityholder party hereto in writing of the Issuance and grants as to each such Securityholder orSyndicate Stockholder, at such Securityholder's election, one of its Affiliates, the right (the "Right") to subscribe for and purchase such Securityholder's pro rata share (determined as provided below) of such additional Equity Securities so issued at the same price and upon the same terms and conditions as issued in the Issuance. Each Securityholder's pro rata share is equal to the ratio of FHL shall: (A) give written notice setting forth in reasonable detail (1) the number designation and all of shares the terms and provisions of Common Stock owned the securities proposed to be issued (the “Proposed Securities”), including, where applicable, the voting powers, preferences and relative participating, optional or other special rights, and the qualification, limitations or restrictions thereof and interest rate and maturity; (2) the price and other terms of the proposed sale of such securities; (3) the amount of such securities proposed to be issued; and (4) such other information as the Investors may reasonably request in order to evaluate the proposed issuance; and (B) offer to such Syndicate Stockholder the opportunity to participate in such issuance (either directly or through a private placement of such securities by such Securityholder (FHL Stockholders) in an amount of the Proposed Securities equal to its pro rata share, based on its aggregate equity ownership in the Company, including for these purposes of this calculation all shares of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities) to (B) the total number of shares of the Company's outstanding Common Stock (including for these purposes all shares of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities) immediately prior to the issuance of the Equity Securitieson a fully diluted basis. (bii) The Right may be exercised by each Securityholder party hereto or Each Syndicate Stockholder must exercise its Affiliates at any time by written notice to the Company received by the Company purchase rights hereunder within 10 ten (10) business days after receipt of such notice from FHL. To the Company extent that the Proposed Securities consist of two or more securities in units, the Syndicate Stockholders must purchase such units as a whole and will not be given the opportunity to purchase only one of the Issuance, and securities making up such unit. (iii) Upon the closing expiration of the offering period described above, FHL will be free to purchase and sale pursuant for its own account and/or sell or Transfer such Proposed Securities that the Syndicate Stockholders have not elected to the purchase. (iv) The election by a Syndicate Stockholder not to exercise of the Right shall occur at least 20 business days after the giving of the notice of the Issuance by the Company and prior to or concurrently with the closing of the Issuance. Notwithstanding the foregoing (i) the Right its participation rights under this Section 5 in any one instance shall not apply affect its right (other than in respect of a reduction in its percentage holdings) as to any Issuance, pro rata, to all holders of Common Stock and (ii) the Company shall not be required to offer or sell any Equity Security to any Securityholder who is not an "accredited investor" as defined in Regulation D of the rules and regulations promulgated by the SEC under the Exchange Act or who would cause the Company to be in violation of applicable federal securities laws by virtue subsequent proposed issuance. Any purchase of such offer or salesecurities by FHL without first giving the Syndicate Stockholders the rights described in this Section 5 shall be void and of no force and effect.

Participation Right. (a) The Company shall not issue (an "Issuance") additional Equity -------- Securities of the Company after the date hereof to any Person (other than (i) Equity Securities issued upon the exchange, exercise or conversion of other Equity Securities in accordance with the terms thereof, (ii) Equity Securities issued in connection with any stock split, stock dividend or recapitalization of the Company, as long as the same is fully proportionate for each class of affected security and entails equal treatment for all shares or units of such class, (iii) Equity Securities issued by the Company pursuant to the acquisition by the Company or its Subsidiaries of another Person or a material portion of the assets thereof, by merger, purchase of assets or otherwiseotherwise in consideration for the assets and/or equity securities so acquired, (iv) Equity Securities issued to employees, officers officers, directors, or consultants of the Company or its Subsidiaries, (v) Equity Securities issued in connection with a Public Offering or Offering, (vi) Equity Securities issued to customers, venders, lenders, and other non-equity financing sources, lessors of equipment and other providers of goods or services to the Company or its SubsidiariesSubsidiaries or (vii) Equity Securities issued pursuant to the Anti-Dilution Agreement, each of which will not be subject to this Section 2.6), unless, prior to such Issuance, the Company notifies each Securityholder party hereto in writing of the Issuance and grants to each such Securityholder or, at such Securityholder's election, one of its Affiliates, the right (the "Right") to subscribe for and purchase such ----- Securityholder's pro rata share (determined as provided below) of such additional Equity Securities so issued at the same price and upon the same terms and conditions as issued in the Issuance. Each Securityholder's pro rata share is equal to the ratio of (A) the number of shares of Common Stock owned by such Securityholder (including for these purposes all shares of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities) to (B) the total number of shares of the Company's outstanding Common Stock (including for these purposes all shares of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities) immediately prior to the issuance of the Equity Securities. (b) The Right may be exercised by each Securityholder party hereto or its Affiliates at any time by written notice to the Company received by the Company within 10 business days after receipt of notice from the Company of the Issuance, and the closing of the purchase and sale pursuant to the exercise of the Right shall occur at least 20 business days after the giving of the notice of the Issuance by the Company and prior to or concurrently with the closing of the Issuance. Notwithstanding the foregoing (i) the Right shall not apply to any Issuance, pro rata, to all holders of Common Stock and (ii) the Company shall --- ---- not be required to offer or sell any Equity Security to any Securityholder who is not an "accredited investor" as defined in Regulation D of the rules and regulations promulgated by the SEC under the Exchange Act or who would cause the Company to be in violation of applicable federal securities laws by virtue of such offer or sale.

Participation Right. (a) The So long as this Agreement shall remain in effect, unless (x) a Public Offering of Common Stock shall have occurred or (y) Vestar and its Affiliates, but not any other Permitted Transferee of any thereof, beneficially own on a fully diluted basis an aggregate number of shares of Common Stock less than one-third (1/3) of the number of shares of Common Stock beneficially owned on a fully diluted basis by Vestar on the date of its execution and delivery of this Agreement, the Company shall not issue nor permit any of its Subsidiaries to issue (an "IssuanceISSUANCE") additional Equity Securities shares of the Company Common Stock, Common Stock Equivalents or common stock or common stock equivalents of such Subsidiary to any Person Initial Investor or Original Equity Holder or any Affiliate of an Initial Investor or Original Equity Holder (but excluding any other than (iPermitted Transferee of any thereof) Equity Securities issued upon the exchange, exercise or conversion of other Equity Securities in accordance with the terms thereof, (ii) Equity Securities issued in connection with any stock split, stock dividend or recapitalization of the Company, as long as the same is fully proportionate for each class of affected security and entails equal treatment for all shares or units of such class, (iii) Equity Securities issued by the Company pursuant to the acquisition by the Company or its Subsidiaries of another Person or a material portion of the assets thereof, by merger, purchase of assets or otherwise, (iv) Equity Securities issued to employees, officers directors, or consultants of the Company or its Subsidiaries, (v) Equity Securities issued in connection with a Public Offering or (vi) Equity Securities issued to customers, venders, lenders, and other non-equity financing sources, lessors of equipment and other providers of goods or services to the Company or its Subsidiaries, each of which will not be subject to this Section 2.6), unless, prior to such Issuance, the Company notifies each Securityholder party hereto other Initial Investor or Original Equity Holder in writing of the proposed Issuance and grants to each such Securityholder other Initial Investor or Original Equity Holder or, at such Securityholderother Initial Investor's or Original Equity Holder's election, one of its Affiliates, Affiliates (but not any other Permitted Transferee thereof) the right (the "RightRIGHT") to subscribe for and purchase such Securityholder's pro rata share (determined as provided below) up to a portion of such additional Equity Securities shares of Common Stock or common stock or such additional shares or units of Common Stock Equivalents or common stock equivalents (collectively, "EQUITY INTERESTS") so issued at the same price and upon the same terms and conditions (including, in the event such Equity Interests are issued as a unit together with other securities, the purchase of such other securities) as issued in the Issuance. Each Securityholder's pro rata share is equal Issuance such that: (i) in the case of an Issuance in which shares of Common Stock or Common Stock Equivalents are to be issued, immediately after giving effect to the ratio Issuance and full exercise of the Right (Aincluding, for purposes of this calculation, the issuance of shares of Common Stock upon conversion, exchange or exercise of any Common Stock Equivalent issued in the Issuance or subject to the Right), the shares of Common Stock beneficially owned by each such other Initial Investor or Original Equity Holder and its Affiliates on a fully diluted basis (rounded to the nearest whole share) shall represent the same percentage of the aggregate number of shares of Common Stock outstanding on a fully diluted basis as was beneficially owned by such Securityholder Initial Investor or Original Equity Holder and its Affiliates immediately prior to the Issuance; and (including for these purposes all ii) in the case of an Issuance in which shares of such common stock or common stock equivalents of a Subsidiary are to be issued, each such other Initial Investor or Original Equity Holder and its Affiliates shall have the Right to acquire a percentage of such common stock or common stock equivalents to be issued in the Issuance equal to the percentage of shares of Common Stock issuable upon exercise, exchange on a fully diluted basis that was beneficially owned by such Initial Investor or conversion of other Original Equity Securities) to (B) the total number of shares of the Company's outstanding Common Stock (including for these purposes all shares of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities) Holder and its Affiliates immediately prior to the issuance of the Equity SecuritiesIssuance. (b) The Right may be exercised by each Securityholder party hereto such other Initial Investor or its Affiliates Original Equity Holder at any time by written notice to the Company received by the Company within 10 business days Business Days after receipt of the date on which such Initial Investor or Original Equity Holder receives notice from the Company of the proposed Issuance, and the closing of the purchase and sale pursuant to the exercise of the Right shall occur at least 20 business days 10 Business Days (but not later than 180 days) after the giving of the Company receives notice of the Issuance by exercise of the Company Right and prior to or concurrently with the closing of the Issuance. Notwithstanding the foregoing (i) foregoing, the Right shall not apply to (1) any Issuance, pro rataPRO RATA, to all holders of Common Stock, (2) any Issuance upon the conversion, exercise or exchange of any Common Stock and Equivalent outstanding on the Closing Date pursuant to the terms thereof, (ii3) any Issuance to a Management Investor pursuant to a stock option or other employee benefit plan of the Company shall not be required or one of its Subsidiaries or (4) any Issuance pursuant to offer or sell any Equity Security a bona fide underwritten public offering pursuant to any Securityholder who is not an "accredited investor" as defined in Regulation D of the rules and regulations promulgated by the SEC effective registration statement under the Exchange Act or who would cause the Company to be in violation of applicable federal securities laws by virtue of such offer or saleSecurities Act.

Participation Right. (a) The Company shall not issue (an "Issuance") additional -------- Equity Securities of the Company after the date hereof to any Person (other than (i) Equity Securities issued upon the exchange, exercise or conversion of other Equity Securities in accordance with the terms thereof, (ii) Equity Securities issued in connection with any stock split, stock dividend or recapitalization of the Company, as long as the same is fully proportionate for each class of affected security and entails equal treatment for all shares or units of such class, (iii) Equity Securities issued by the Company pursuant to the acquisition by the Company or its Subsidiaries of another Person or a material portion of the assets thereof, by merger, purchase of assets or otherwiseotherwise in consideration for the assets and/or equity securities so acquired, (iv) Equity Securities issued to employees, officers officers, directors, or consultants of the Company or its Subsidiaries, (v) Equity Securities issued in connection with a Public Offering or Offering, (vi) Equity Securities issued to customers, venders, lenders, and other non-equity financing sources, lessors of equipment and other providers of goods or services to the Company or its SubsidiariesSubsidiaries or (vii) Equity Securities issued pursuant to the Anti-Dilution Agreement, each of which will not be subject to this Section 2.6), unless, prior to such Issuance, the Company notifies each Securityholder party hereto in writing of the Issuance and grants to each such Securityholder or, at such Securityholder's election, one of its Affiliates, the right (the "Right") to subscribe for and purchase such ----- Securityholder's pro rata share (determined as provided below) of such additional Equity Securities so issued at the same price and upon the same terms and conditions as issued in the Issuance. Each Securityholder's pro rata share is equal to the ratio of (A) the number of shares of Common Stock owned by such Securityholder (including for these purposes all shares of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities) to (B) the total number of shares of the Company's outstanding Common Stock (including for these purposes all shares of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities) immediately prior to the issuance of the Equity Securities. (b) The Right may be exercised by each Securityholder party hereto or its Affiliates at any time by written notice to the Company received by the Company within 10 business days after receipt of notice from the Company of the Issuance, and the closing of the purchase and sale pursuant to the exercise of the Right shall occur at least 20 business days after the giving of the notice of the Issuance by the Company and prior to or concurrently with the closing of the Issuance. Notwithstanding the foregoing (i) the Right shall not apply to any Issuance, pro rata, to all holders of Common Stock and (ii) the --- ---- Company shall not be required to offer or sell any Equity Security to any Securityholder who is not an "accredited investor" as defined in Regulation D of the rules and regulations promulgated by the SEC under the Exchange Act or who would cause the Company to be in violation of applicable federal securities laws by virtue of such offer or sale.

Participation Right. (a) The So long as this Agreement shall remain in effect, unless (x) a Public Offering of Common Stock shall have occurred or (y) Vestar and its Affiliates, but not any other Permitted Transferee of any thereof, beneficially own on a fully diluted basis an aggregate number of shares of Common Stock less than one-third (1/3) of the number of shares of Common Stock beneficially owned on a fully diluted basis by Vestar on the date of its execution and delivery of this Agreement, the Company shall not issue nor permit any of its Subsidiaries to issue (an "IssuanceISSUANCE") additional Equity Securities shares of the Company Common Stock, Common Stock Equivalents or common stock or common stock equivalents of such Subsidiary to any Person Initial Investor or Original Equity Holder or any Affiliate of an Initial Investor or Original Equity Holder (but excluding any other than (iPermitted Transferee of any thereof) Equity Securities issued upon the exchange, exercise or conversion of other Equity Securities in accordance with the terms thereof, (ii) Equity Securities issued in connection with any stock split, stock dividend or recapitalization of the Company, as long as the same is fully proportionate for each class of affected security and entails equal treatment for all shares or units of such class, (iii) Equity Securities issued by the Company pursuant to the acquisition by the Company or its Subsidiaries of another Person or a material portion of the assets thereof, by merger, purchase of assets or otherwise, (iv) Equity Securities issued to employees, officers directors, or consultants of the Company or its Subsidiaries, (v) Equity Securities issued in connection with a Public Offering or (vi) Equity Securities issued to customers, venders, lenders, and other non-equity financing sources, lessors of equipment and other providers of goods or services to the Company or its Subsidiaries, each of which will not be subject to this Section 2.6), unless, prior to such Issuance, the Company notifies each Securityholder party hereto other Initial Investor or Original Equity Holder in writing of the proposed Issuance and grants to each such Securityholder other Initial Investor or Original Equity Holder or, at such Securityholderother Initial Investor's or Original Equity Holder's election, one of its Affiliates, Affiliates (but not any other Permitted Transferee thereof) the right (the "RightRIGHT") to subscribe for and purchase such Securityholder's pro rata share (determined as provided below) up to a portion of such additional Equity Securities shares of Common Stock or common stock or such additional shares or units of Common Stock Equivalents or common stock equivalents (collectively, "EQUITY INTERESTS") so issued at the same price and upon the same terms and conditions (including, in the event such Equity Interests are issued as a unit together with other securities, the purchase of such other securities) as issued in the Issuance. Each Securityholder's pro rata share is equal Issuance such that: (i) in the case of an Issuance in which shares of Common Stock or Common Stock Equivalents are to be issued, immediately after giving effect to the ratio Issuance and full exercise of the Right (Aincluding, for purposes of this calculation, the issuance of shares of Common Stock upon conversion, exchange or exercise of any Common Stock Equivalent issued in the Issuance or subject to the Right), the shares of Common Stock beneficially owned by each such other Initial Investor or Original Equity Holder and its Affiliates on a fully diluted basis (rounded to the nearest whole share) shall represent the same percentage of the aggregate number of shares of Common Stock outstanding on a fully diluted basis as was beneficially owned by such Securityholder Initial Investor or Original Equity Holder and its Affiliates immediately prior to the Issuance; and (including for these purposes all ii) in the case of an Issuance in which shares of such common stock or common stock equivalents of a Subsidiary are to be issued, each such other Initial Investor or Original Equity Holder and its Affiliates shall have the Right to acquire a percentage of such common stock or common stock equivalents to be issued in the Issuance equal to the percentage of shares of Common Stock issuable upon exercise, exchange on a fully diluted basis that was beneficially owned by such Initial Investor or conversion of other Original Equity Securities) to (B) the total number of shares of the Company's outstanding Common Stock (including for these purposes all shares of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities) Holder and its Affiliates immediately prior to the issuance of the Equity SecuritiesIssuance. (b) The Right may be exercised by each Securityholder party hereto such other Initial Investor or its Affiliates Original Equity Holder at any time by written notice to the Company received by the Company within 10 business days Business Days after receipt of the date on which such Initial Investor or Original Equity Holder receives notice from the Company of the proposed Issuance, and the closing of the purchase and sale pursuant to the exercise of the Right shall occur at least 20 business days 10 Business Days (but not later than 180 days) after the giving of the Company receives notice of the Issuance by exercise of the Company Right and prior to or concurrently with the closing of the Issuance. Notwithstanding the foregoing (i) foregoing, the Right shall not apply to (1) any Issuance, pro rataPRO RATA, to all holders of Common Stock, (2) any Issuance upon the conversion, exercise or exchange of any Common Stock and Equivalent outstanding on the Closing Date pursuant to the terms thereof, (ii3) any Issuance to a Management Purchaser pursuant to a stock option or other employee benefit plan of the Company shall not be required or one of its Subsidiaries or (4) any Issuance pursuant to offer or sell any Equity Security a bona fide underwritten public offering pursuant to any Securityholder who is not an "accredited investor" as defined in Regulation D of the rules and regulations promulgated by the SEC effective registration statement under the Exchange Act or who would cause the Company to be in violation of applicable federal securities laws by virtue of such offer or saleSecurities Act.

Participation Right. (a) The Company shall not issue (an "Issuance") additional Equity -------- Securities of the Company to any Person (other than (i) Equity Securities issued upon the exchange, exercise or conversion of other Equity Securities in accordance with the terms thereof, (ii) Equity Securities issued in connection with any stock split, stock dividend or recapitalization of the Company, as long as the same is fully proportionate for each class of affected security and entails equal treatment for all shares or units of such class, (iii) Equity Securities issued by the Company pursuant to the acquisition by the Company or its Subsidiaries of another Person or a material portion of the assets thereof, by merger, purchase of assets or otherwise, (iv) Equity Securities issued to employees, officers directors, or consultants of the Company or its Subsidiaries, (v) Equity Securities issued in connection with a Public Offering or (vi) Equity Securities issued to customers, venders, lenders, and other non-non- equity financing sources, lessors of equipment and other providers of goods or services to the Company or its Subsidiaries, each of which will not be subject to this Section 2.6), unless, prior to such Issuance, the Company notifies each Securityholder party hereto in writing of the Issuance and grants to each such Securityholder or, at such Securityholder's election, one of its Affiliates, the right (the "Right") to subscribe for and purchase such Securityholder's pro rata ----- share (determined as provided below) of such additional Equity Securities so issued at the same price and upon the same terms and conditions as issued in the Issuance. Each Securityholder's pro rata share is equal to the ratio of (A) the number of shares of Common Stock owned by such Securityholder (including for these purposes all shares of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities) to (B) the total number of shares of the Company's outstanding Common Stock (including for these purposes all shares of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities) immediately prior to the issuance of the Equity Securities. (b) The Right may be exercised by each Securityholder party hereto or its Affiliates at any time by written notice to the Company received by the Company within 10 business days after receipt of notice from the Company of the Issuance, and the closing of the purchase and sale pursuant to the exercise of the Right shall occur at least 20 business days after the giving of the notice of the Issuance by the Company and prior to or concurrently with the closing of the Issuance. Notwithstanding the foregoing (i) the Right shall not apply to any Issuance, pro rata, to all holders of Common Stock and (ii) the Company --- ---- shall not be required to offer or sell any Equity Security to any Securityholder who is not an "accredited investor" as defined in Regulation D of the rules and regulations promulgated by the SEC under the Exchange Act or who would cause the Company to be in violation of applicable federal securities laws by virtue of such offer or sale.

Participation Right. (a) The Company shall not issue (an "Issuance") additional Equity Securities of the Company after the date hereof to any Person (other than (i) Equity Securities issued upon the exchange, exercise or conversion of other Equity Securities in accordance with the terms thereof, (ii) Equity Securities issued in connection with any stock split, stock dividend or recapitalization of the Company, as long as the same is fully proportionate for each class of affected security and entails equal treatment for all shares or units of such class, (iii) Equity Securities issued by the Company pursuant to the acquisition by the Company or its Subsidiaries of another Person or a material portion of the assets thereof, by merger, purchase of assets or otherwiseotherwise in consideration for the assets and/or equity securities so acquired, (iv) Equity Securities issued to employees, officers officers, directors, or consultants of the Company or its Subsidiaries, (v) Equity Securities issued in connection with a Public Offering or Offering, (vi) Equity Securities issued to customers, venders, lenders, and other non-equity financing sources, lessors of equipment and other providers of goods or services to the Company or its SubsidiariesSubsidiaries or (vii) Equity Securities issued pursuant to the Anti-Dilution Agreement, each of which will not be subject to this Section 2.6), unless, prior to such Issuance, the Company notifies each Securityholder party hereto in writing of the Issuance and grants to each such Securityholder or, at such Securityholder's election, one of its Affiliates, the right (the "Right") to subscribe for and purchase such Securityholder's pro rata share (determined as provided below) of such additional Equity Securities so issued at the same price and upon the same terms and conditions as issued in the Issuance. Each Securityholder's pro rata share is equal to the ratio of (A) the number of shares of Common Stock owned by such Securityholder (including for these purposes all shares of Common Stock issuable upon exerciseex- ercise, exchange or conversion of other Equity Securities) to (B) the total number of shares of the Company's outstanding Common Stock (including for these purposes all shares of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities) immediately prior to the issuance of the Equity Securities. (b) The Right may be exercised by each Securityholder party hereto or its Affiliates at any time by written notice to the Company received by the Company within 10 business days after receipt of notice from the Company of the Issuance, and the closing of the purchase and sale pursuant to the exercise of the Right shall occur at least 20 business days after the giving of the notice of the Issuance by the Company and prior to or concurrently with the closing of the Issuance. Notwithstanding the foregoing (i) the Right shall not apply to any Issuance, pro rata, to all holders of Common Stock and (ii) the Company shall not be required to offer or sell any Equity Security to any Securityholder who is not an "accredited investor" as defined in Regulation D of the rules and regulations promulgated by the SEC under the Exchange Act or who would cause the Company to be in violation of applicable federal securities laws by virtue of such offer or sale.

Participation Right. (a) The Company shall not issue (an "“Issuance"”) additional Equity Securities of the Company after the date hereof to any Person (other than (i) Equity Securities issued upon the exchange, exercise or conversion of other Equity Securities in accordance with the terms thereof, (ii) Equity Securities issued in connection with any stock split, stock dividend or recapitalization of the Company, as long as the same is fully proportionate for each class of affected security and entails equal treatment for all shares or units of such class, (iii) Equity Securities issued by the Company pursuant to the acquisition by the Company or its Subsidiaries of another Person or a material portion of the assets thereof, by merger, purchase of assets or otherwiseotherwise in consideration for the assets and/or equity securities so acquired, (iv) Equity Securities issued to employees, officers officers, directors, or consultants of the Company or its Subsidiaries, (v) Equity Securities issued in connection with a Public Offering or Offering, (vi) Equity Securities issued to customers, venders, lenders, and other non-equity financing sources, lessors of equipment and other providers of goods or services to the Company or its SubsidiariesSubsidiaries or (vii) Equity Securities issued pursuant to the Anti-Dilution Agreement, each of which will not be subject to this Section 2.6), unless, prior to such Issuance, the Company notifies each Securityholder party hereto in writing of the Issuance and grants to each such Securityholder or, at such Securityholder's ’s election, one of its Affiliates, the right (the "“Right"”) to subscribe for and purchase such Securityholder's ’s pro rata share (determined as provided below) of such additional Equity Securities so issued at the same price and upon the same terms and conditions as issued in the Issuance. Each Securityholder's ’s pro rata share is equal to the ratio of (A) the number of shares of Common Stock owned by such Securityholder (including for these purposes all shares of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities) to (B) the total number of shares of the Company's ’s outstanding Common Stock (including for these purposes all shares of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities) immediately prior to the issuance of the Equity Securities. (b) The Right may be exercised by each Securityholder party hereto or its Affiliates at any time by written notice to the Company received by the Company within 10 business days after receipt of notice from the Company of the Issuance, and the closing of the purchase and sale pursuant to the exercise of the Right shall occur at least 20 business days after the giving of the notice of the Issuance by the Company and prior to or concurrently with the closing of the Issuance. Notwithstanding the foregoing (i) the Right shall not apply to any Issuance, pro rata, to all holders of Common Stock and (ii) the Company shall not be required to offer or sell any Equity Security to any Securityholder who is not an "“accredited investor" ” as defined in Regulation D of the rules and regulations promulgated by the SEC under the Exchange Act or who would cause the Company to be in violation of applicable federal securities laws by virtue of such offer or sale.

Participation Right. (aUpon receipt of a Transfer Notice pursuant to Section 2(b) The Company shall not issue (an "Issuance") additional Equity Securities hereof, each of the Company Major Stockholders shall also have the right, exercisable upon written notice to any Person the Transferring Stockholder within ten (other than (i10) Equity Securities issued upon days after receipt of the exchangeTransfer Notice, exercise to participate in the Transferring Stockholder’s sale of capital stock pursuant to the specified terms and conditions of such Purchase Offer. To the extent one or conversion more of other Equity Securities the Major Stockholders exercises such right of participation in accordance with the terms thereofand conditions set forth below, the number of shares of capital stock which the Transferring Stockholder may sell pursuant to such Purchase Offer shall be correspondingly reduced such that the aggregate number of shares covered by the Purchase Offer remains constant. The right of participation of each of the Major Stockholders shall be subject to the following terms and conditions: (A) Each of the Major Stockholders may sell all or any part of that number of shares of the Company equal to the product obtained by multiplying (i) the aggregate number of shares of Common Stock (including any Common Stock issuable upon conversion of Series A Preferred Stock) covered by the Purchase Offer by (ii) Equity Securities issued in connection with any stock split, stock dividend or recapitalization a fraction the numerator of which is the sum of the Companynumber of shares of Common Stock (on an as-converted basis, as long as but excluding any shares of Common Stock issuable to the same is fully proportionate for each class Major Stockholder upon the exercise of affected security and entails equal treatment for all shares outstanding options or units of such class, (iiiwarrants to purchase Common Stock) Equity Securities issued owned by the Company pursuant to Major Stockholder (collectively, the acquisition by “Major Stockholder Stock”) and the Company or its Subsidiaries denominator of another Person or a material portion which is the sum of (a) the assets thereof, by merger, purchase number of assets or otherwise, (iv) Equity Securities issued to employees, officers directors, or consultants shares of Major Stockholder Stock of the Company or its Subsidiaries, (v) Equity Securities issued in connection with a Public Offering or (vi) Equity Securities issued to customers, venders, lenders, and other non-equity financing sources, lessors of equipment and other providers of goods or services to the Company or its Subsidiaries, each of which will not be subject to this Section 2.6), unless, prior to such Issuance, the Company notifies each Securityholder party hereto in writing of the Issuance and grants to each such Securityholder or, at such Securityholder's election, one of its Affiliates, the right (the "Right") to subscribe for and purchase such Securityholder's pro rata share (determined as provided below) of such additional Equity Securities so issued at the same price and upon time owned by the same terms and conditions as issued in the Issuance. Each Securityholder's pro rata share is equal to the ratio of Major Stockholder plus (Ab) the number of shares of Common Stock of the Company owned by such Securityholder the Transferring Stockholder (including for these purposes all on an as-converted basis, but excluding any shares of Common Stock issuable to a Major Stockholder upon exercise, exchange the exercise of outstanding options or conversion of other Equity Securitieswarrants to purchase Common Stock) to plus (Bc) the total number of shares of the Company's outstanding Common Stock (including for these purposes all on an as-converted basis, but excluding any shares of Common Stock issuable to a Major Stockholder upon exercise, exchange the exercise of outstanding options or conversion warrants to purchase Common Stock) at that time owned by all other Major Stockholders participating in the right of other Equity Securities) immediately prior to the issuance of the Equity Securitiesparticipation set forth in this Section 3. (bB) The Right A Major Stockholder with one or more affiliated funds may be exercised apportion the number of shares such funds are entitled to sell pursuant to Section 3(a)(i)(A) above, among such funds in any manner the Major Stockholder may choose. (C) Each of the Major Stockholders may effect its participation in the sale by each Securityholder party hereto or its Affiliates at any time by written notice delivering to the Company received by the Company within 10 business days after receipt of notice from the Company of the Issuance, and the closing of Transferring Stockholder for transfer to the purchase and sale pursuant to the exercise of the Right shall occur at least 20 business days after the giving of the notice of the Issuance by the Company and prior to offeror one or concurrently with the closing of the Issuance. Notwithstanding the foregoing more certificates, properly endorsed for transfer, which represent: (i) the Right shall not apply to any Issuance, pro rata, to all holders number of shares of Common Stock and which the Major Stockholder elects to sell pursuant to this Section 3(a)(i); or (ii) that number of shares of Series A Preferred Stock which is at such time convertible into the Company shall not be required number of shares of Common Stock which the Major Stockholder elects to offer or sell any Equity Security pursuant to any Securityholder who is not an "accredited investor" as defined in Regulation D this Section 3(a)(i); provided, however, that if the purchase offeror objects to the delivery of the rules Series A Preferred Stock in lieu of Common Stock, the participating Major Stockholder or Major Stockholders may convert and regulations promulgated deliver Common Stock as provided in this Section 3(a)(i)(C) above. If so requested by the SEC purchase offeror, such participating Major Stockholder or Major Stockholders shall execute a purchase agreement, on terms reasonably satisfactory to such Major Stockholder or Major Stockholders, provided, however, that in no event shall the liability to such Major Stockholder under the Exchange Act or who would cause the Company to any such purchase agreement be in violation excess of applicable federal securities laws the proceeds received by virtue of such offer or Major Stockholder in such sale.

Participation Right. (a) The Company shall not issue (an "Issuance") additional -------- Equity Securities of the Company after the date hereof to any Person (other than (i) Equity Securities issued upon the exchange, exercise or conversion of other Equity Securities in accordance with the terms thereof, (ii) Equity Securities issued in connection with any stock split, stock dividend or recapitalization of the Company, as long as the same is fully proportionate for each class of affected security and entails equal treatment for all shares or units of such class, (iii) Equity Securities issued by the Company pursuant to the acquisition by the Company or its Subsidiaries of another Person or a material portion of the assets thereof, by merger, purchase of assets or otherwiseotherwise in consideration for the assets and/or equity securities so acquired, (iv) Equity Securities issued to employees, officers officers, directors, or consultants of the Company or its Subsidiaries, (v) Equity Securities issued in connection with a Public Offering or Offering, (vi) Equity Securities issued to customers, venders, lenders, and other non-non- equity financing sources, lessors of equipment and other providers of goods or services to the Company or its SubsidiariesSubsidiaries or (vii) Equity Securities issued pursuant to the Anti-Dilution Agreement, each of which will not be subject to this Section 2.6), unless, prior to such Issuance, the Company notifies each Securityholder party hereto in writing of the Issuance and grants to each such Securityholder or, at such Securityholder's election, one of its Affiliates, the right (the "Right") to subscribe for and purchase such Securityholder's pro rata ----- share (determined as provided below) of such additional Equity Securities so issued at the same price and upon the same terms and conditions as issued in the Issuance. Each Securityholder's pro rata share is equal to the ratio of (A) the number of shares of Common Stock owned by such Securityholder (including for these purposes all shares of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities) to (B) the total number of shares of the Company's outstanding Common Stock (including for these purposes all shares of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities) immediately prior to the issuance of the Equity Securities. (b) The Right may be exercised by each Securityholder party hereto or its Affiliates at any time by written notice to the Company received by the Company within 10 business days after receipt of notice from the Company of the Issuance, and the closing of the purchase and sale pursuant to the exercise of the Right shall occur at least 20 business days after the giving of the notice of the Issuance by the Company and prior to or concurrently with the closing of the Issuance. Notwithstanding the foregoing (i) the Right shall not apply to any Issuance, pro rata, to all holders of Common Stock and (ii) the Company shall --- ---- not be required to offer or sell any Equity Security to any Securityholder who is not an "accredited investor" as defined in Regulation D of the rules and regulations promulgated by the SEC under the Exchange Act or who would cause the Company to be in violation of applicable federal securities laws by virtue of such offer or sale.

Participation Right. (a) The Company shall not issue (an "Issuance") additional Equity -------- Securities of the Company to any Person (other than (i) Equity Securities issued upon the exchange, exercise or conversion of other Equity Securities in accordance with the terms thereof, (ii) Equity Securities issued in connection with any stock split, stock dividend or recapitalization of the Company, as long as the same is fully proportionate for each class of affected security and entails equal treatment for all shares or units of such class, (iii) Equity Securities issued by the Company pursuant to the acquisition by the Company or its Subsidiaries of another Person or a material portion of the assets thereof, by merger, purchase of assets or otherwiseotherwise in consideration for the assets and/or equity securities so acquired, (iv) Equity Securities issued to employees, officers officers, directors, or consultants of the Company or its SubsidiariesSubsidiari es, (v) Equity Securities issued in connection with a Public Offering or (vi) Equity Securities issued to customers, venders, lenders, and other non-equity financing sources, lessors of equipment and other providers of goods or services to the Company or its Subsidiaries, each of which will not be subject to this Section 2.6), unless, prior to such Issuance, the Company notifies each Securityholder party hereto in writing of the Issuance and grants to each such Securityholder or, at such Securityholder's election, one of its Affiliates, the right (the "Right") to subscribe for and ----- purchase such Securityholder's pro rata share (determined as provided below) of such additional Equity Securities so issued at the same price and upon the same terms and conditions as issued in the Issuance. Each Securityholder's pro rata share is equal to the ratio of (A) the number of shares of Common Stock owned by such Securityholder (including for these purposes all shares of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities) to (B) the total number of shares of the Company's outstanding Common Stock (including for these purposes all shares of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities) immediately prior to the issuance of the Equity Securities. (b) The Right may be exercised by each Securityholder party hereto or its Affiliates at any time by written notice to the Company received by the Company within 10 business days after receipt of notice from the Company of the Issuance, and the closing of the purchase and sale pursuant to the exercise of the Right shall occur at least 20 business days after the giving of the notice of the Issuance by the Company and prior to or concurrently with the closing of the Issuance. Notwithstanding the foregoing (i) the Right shall not apply to any Issuance, pro rata, to all holders of Common Stock and (ii) the Company shall --- ---- not be required to offer or sell any Equity Security to any Securityholder who is not an "accredited investor" as defined in Regulation D of the rules and regulations promulgated by the SEC under the Exchange Act or who would cause the Company to be in violation of applicable federal securities laws by virtue of such offer or sale.

Participation Right. (a) The Company shall not issue (an "Issuance") additional Equity Securities of the Company after the date hereof to any Person (other than (i) Equity Securities issued upon the exchange, exercise or conversion of other Equity Securities in accordance with the terms thereof, (ii) Equity Securities issued in connection with any stock split, stock dividend or recapitalization of the Company, as long as the same is fully proportionate for each class of affected security and entails equal treatment for all shares or units of such class, (iii) Equity Securities issued by the Company pursuant to the acquisition by the Company or its Subsidiaries of another Person or a material portion of the assets thereof, by merger, purchase of assets or otherwiseotherwise in consideration for the assets and/or equity securities so acquired, (iv) Equity Securities issued to employees, officers officers, directors, or consultants of the Company or its Subsidiaries, (v) Equity Securities issued in connection with a Public Offering or Offering, (vi) Equity Securities issued to customers, venders, lenders, and other non-equity financing sources, lessors of equipment and other providers of goods or services to the Company or its SubsidiariesSubsidiaries or (vii) Equity Securities issued pursuant to the Anti-Dilution Agreement, each of which will not be subject to this Section 2.6), unless, prior to such Issuance, the Company notifies each Securityholder party hereto in writing of the Issuance and grants to each such Securityholder or, at such Securityholder's election, one of its Affiliates, the right (the "Right") to subscribe for and purchase such Securityholder's pro rata share (determined as provided below) of such additional Equity Securities so issued at the same price and upon the same terms and conditions as issued in the Issuance. Each Securityholder's pro rata share is equal to the ratio of (A) the number of shares of Common Stock owned by such Securityholder (including for these purposes all shares of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities) to (B) the total number of shares of the Company's outstanding Common Stock (including for these purposes all shares of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities) immediately prior to the issuance of the Equity Securities. (b) . The Right may be exercised by each Securityholder party hereto or its Affiliates at any time by written notice to the Company received by the Company within 10 business days after receipt of notice from the Company of the Issuance, and the closing of the purchase and sale pursuant to the exercise of the Right shall occur at least 20 business days after the giving of the notice of the Issuance by the Company and prior to or concurrently with the closing of the Issuance. Notwithstanding the foregoing (i) the Right shall not apply to any Issuance, pro rata, to all holders of Common Stock and (ii) the Company shall not be required to offer or sell any Equity Security to any Securityholder who is not an "accredited investor" as defined in Regulation D of the rules and regulations promulgated by the SEC under the Exchange Act or who would cause the Company to be in violation of applicable federal securities laws by virtue of such offer or sale.

Participation Right. (a) The In the event of any Control Block Sale or other ------------------- similar sale, transfer or other disposition of Company shall not issue (Securities by a Cable Stockholder's Stockholder Group to an "Issuance") additional Equity Securities Unaffiliated Third Party, in which the members of the TCI Stockholder Group, the Cox Stockholder Group or the Comcast Stockholder Group are entitled to participate and sell Company to any Person Securities (other than (i) Equity Securities issued upon the exchange, exercise or conversion of other Equity Securities in accordance with the terms thereof, (ii) Equity Securities issued in connection with any stock split, stock dividend or recapitalization of the Company, as long as the same is fully proportionate for each class of affected security and entails equal treatment for all shares or units of such class, (iii) Equity Securities issued by to the Company (or its designee) or to another Stockholder Group) pursuant to the acquisition by Tag-Along Right set forth in the Stockholders Agreement or, in the event the Stockholders Agreement is no longer in effect, any similar provision enabling a non-controlling Stockholder to participate in any such transaction set forth in an agreement (such other agreement, a "Parties Agreement") relating to the securities of @Home to which TCI Sub, Comcast Sub and Cox Sub, or the members of their respective Stockholder Groups then owning Company Securities, are parties (such Control Block Sale or its Subsidiaries such other sale, transfer or disposition, a "Control Sale Transaction" which term shall not include (x) any Qualified Spin Off Transaction or (y) any transaction which the holders of another Person or Series C Preferred Stock elect to deem as a material portion liquidation of @Home pursuant to Section 3 of the assets thereofCertificate of Designation for the Series C Preferred Stock), by mergerthen each of TCI Sub, purchase on behalf of assets or otherwiseitself and the TCI Stockholder Group, (iv) Equity Securities issued Comcast Sub, on behalf of itself and the Comcast Stockholder Group, and Cox Sub, on behalf of itself and the Cox Stockholder Group, agree that, to employees, officers directors, or consultants the extent it is a member of the Company or its SubsidiariesControl Block Group, (v) Equity Securities issued in connection with a Public Offering or (vi) Equity Securities issued to customers, venders, lenders, and other non-equity financing sources, lessors of equipment and other providers of goods or services to the Company or its Subsidiaries, each of which it will not be subject to this Section 2.6), unless, prior to participate in such Issuance, the Company notifies Control Sale Transaction unless each Securityholder party hereto in writing of the Issuance and grants to each such Securityholder or, at such Securityholder's election, one of its Affiliates, Qualified Investor (as defined below) is provided with the right (the "Right") to subscribe for and purchase such Securityholder's participate with respect to its Subject Securities on a pro rata share (determined as provided below) of basis in such additional Equity Securities so issued at the same price and transaction upon the same terms and conditions as issued in the Issuance. Each Securityholder's pro rata share is equal to the ratio of (A) the number of shares of Common Stock owned by such Securityholder (including for these purposes all shares of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities) to (B) the total number of shares members of the Company's outstanding Common Stock (including for these purposes all shares of Common Stock issuable upon exerciseTCI Stockholder Group, exchange or conversion of other Equity Securities) immediately prior to the issuance of the Equity Securities. (b) The Right may be exercised by each Securityholder party hereto or its Affiliates at any time by written notice to the Company received by the Company within 10 business days after receipt of notice from the Company of the Issuance, Comcast Stockholder Group and the closing of the purchase and sale pursuant Cox Stockholder Group, as applicable, having Tag-Along Rights are entitled to the exercise of the Right shall occur at least 20 business days after the giving of the notice of the Issuance by the Company and prior to or concurrently with the closing of the Issuance. Notwithstanding the foregoing (i) the Right shall not apply to any Issuance, pro rata, to all holders of Common Stock and (ii) the Company shall not be required to offer or sell any Equity Security to any Securityholder who is not an "accredited investor" as defined in Regulation D of the rules and regulations promulgated by the SEC under the Exchange Act or who would cause the Company to be in violation of applicable federal securities laws by virtue of such offer or saleparticipate.