Common use of Participation Rights Clause in Contracts

Participation Rights. At least 30 days prior to any Transfer of Stockholder Shares by the Original Stockholder (other than a Public Sale or an Exempt Sale), the Original Stockholder shall deliver a written notice (the "Sale Notice") to the Company and the Investor, specifying in reasonable detail the identity of the prospective transferee(s), the number of shares to be transferred and the terms and conditions of the Transfer. The Investor may elect to participate in the contemplated Transfer at the same price per share (whether voting or non-voting stock) and on the same terms by delivering written notice to the Original Stockholder within 30 days after delivery of the Sale Notice. If the Investor has elected to participate in such Transfer, the Original Stockholder and the Investor shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Stockholder Shares equal to the product of (i) the quotient determined by dividing the percentage of Stockholder Shares owned by such Person by the aggregate percentage of Stockholder Shares owned by the Original Stockholder and the Investor and (ii) the number of Stockholder Shares to be sold in the contemplated Transfer. For example, if the Sale Notice contemplated a sale of 100 Stockholder Shares by the Original Stockholder, and if the Original Stockholder at such time owns 30% of all Stockholder Shares and if the Investor elects to participate and owns 20% of all Stockholder Shares, the Original Stockholder would be entitled to sell 60 shares (30% / 50% x 100 shares) and the Investor would be entitled to sell 40 shares (20% / 50% x 100 shares). The Original Stockholder shall use best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investor in any contemplated Transfer and to the inclusion of the Warrant and the Preferred Stock in the contemplated Transfer, and the Original Stockholder shall not transfer any of its Stockholder Shares to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Investor or the inclusion of the Warrant and/or the Preferred Stock. If any portion of the Warrant is included in any Transfer of Stockholder Shares under this subparagraph 4(b), the purchase price for the Warrant shall be equal to the full purchase price determined hereunder for the Stockholder Shares covered by the portion of the Warrant to be transferred.

Participation Rights. At least 30 days prior to any No HIG Stockholder may make a Transfer of Series C Preferred Stock pursuant to clause (a)(iv) of Section 2.1 unless such HIG Stockholder Shares by complies with the Original provisions of this Section 2.3. The transferring HIG Stockholder (other than a Public Sale or an Exempt Sale), the Original Stockholder “Transferring Stockholder”) shall deliver a written notice (the "Sale “Offer Notice"”) to the Company and the Investor, specifying to each Sankaty Stockholder that holds Series C Preferred Stock. The Offer Notice will disclose in reasonable detail the identity of the prospective transferee(s), the proposed number of shares of Series C Preferred Stock to be transferred and transferred, the proposed price, terms and conditions of the TransferTransfer and the identity of the transferee. The Investor Each of the Sankaty Stockholders holding Series C Preferred Stock may elect to participate in the contemplated Transfer at the same price per share (whether voting or non-voting stock) and on the same terms sale by delivering written notice to the Original Transferring Stockholder within 30 10 days after delivery receipt of the Sale Offer Notice. If the Investor has elected any of such Sankaty Stockholders elects to participate in such Transfersale (the “Participating Stockholders”), each of the Original Transferring Stockholder and the Investor shall Participating Stockholders will be entitled to sell in the contemplated Transfer, at the same price and on the same terms, sale a number of Stockholder Shares shares of Preferred Stock equal to the product of (i) the quotient determined by dividing fraction, the percentage numerator of Stockholder Shares owned which is the number of shares of Series C Preferred Stock held by such Person by Person, and the denominator of which is the aggregate percentage number of Stockholder Shares Series C Preferred Stock owned by the Original Transferring Stockholder and the Investor and Participating Stockholders, multiplied by (ii) the number of Stockholder Shares shares of Series C Preferred Stock to be sold by the Transferring Stockholder and the Participating Stockholders in the contemplated Transfersale. For example, if the Sale Notice contemplated As a sale of 100 Stockholder Shares condition to any Transfer by the Original Transferring Stockholder, and if the Original Transferring Stockholder at such time owns 30% of all Stockholder Shares and if the Investor elects to participate and owns 20% of all Stockholder Shares, the Original Stockholder would be entitled to sell 60 shares (30% / 50% x 100 shares) and the Investor would be entitled to sell 40 shares (20% / 50% x 100 shares). The Original Stockholder shall use best efforts to must obtain the agreement of the prospective transferee(s) to the participation of the Investor all Participating Stockholders in any contemplated Transfer sale and to the inclusion of the Warrant and the Preferred Stock in the contemplated Transfer, and the Original Stockholder shall will not transfer any of its Stockholder Shares Securities to any the prospective transferee transferee(s) if such the prospective transferee(s) declines to allow the participation of the Investor or Participating Stockholders on the inclusion of the Warrant and/or the Preferred Stock. If any portion of the Warrant is included in any Transfer of Stockholder Shares under this subparagraph 4(b), the purchase price for the Warrant shall be equal to the full purchase price determined hereunder for the Stockholder Shares covered by the portion of the Warrant to be transferredterms specified herein.

Participation Rights. At least 30 days prior (i) In the event that a Management Stockholder desires to Transfer any Transfer of Stockholder Shares by the Original Stockholder (other than (i) pursuant to a Public Sale or an Exempt Sale(ii) a Transfer pursuant to Section 3(c) or Section 4), and the Original Right of First Refusal is not exercised by the Company or its assigns with respect to all of the Offered Shares, then such Management Stockholder (hereinafter, the "Transferor") may Transfer such Stockholder Shares only pursuant to and in accordance with the terms of this Section 3(b)(i). Within 5 days of the expiration of the Right of First Refusal Election Period, the Transferor shall deliver a written notice (the "Sale Notice") to the Company Company, the TA Investors and such other Management Stockholders who at the Investortime of receipt of such Sale Notice beneficially own at least 2.5% of the outstanding Stockholder Shares (as reflected in the stock record books of the Company) (the "Principal Management Stockholders"), with such Sale Notice specifying in reasonable detail the identity of the prospective transferee(s), the number of shares Stockholder Shares to be transferred sold and the terms and conditions of the Transfer. The In the event that either a TA Investor or Principal Management Stockholder holds (x) the class of Stockholder Shares which are to be transferred, (y) securities convertible, exchangeable or exercisable for the class of Stockholder Shares which are to be transferred, or (z) securities into which the class of Stockholder Shares which are to be transferred are convertible, exchangeable or exercisable, then such TA Investor(s) and/or Principal Management Stockholder(s), as the case may be, may elect to participate in the contemplated Transfer at the same price per share (whether voting or non-voting stock) and on the same terms by delivering written notice of such election to the Original Stockholder Transferor within 30 15 days after delivery its receipt of the Sale Notice. If the any TA Investor or Principal Management Stockholder has elected to participate in such TransferTransfer (a "Participating Stockholder"), the Original Transferor and each Participating Stockholder and the Investor shall will be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Stockholder Shares of such class, or securities convertible, exchangeable or exercisable for Stockholder Shares of such class (or securities into which such class of Stockholder Shares are convertible, exchangeable or exercisable), equal to the product of (i) the quotient determined by dividing the percentage number of Stockholder Shares owned of such class and securities convertible, exchangeable or exercisable for Stockholder Shares of such class held by such Person Transferor or Participating Stockholder by the aggregate percentage number of Stockholder Shares of such class and securities convertible, exchangeable or exercisable for Stockholder Shares of such class owned by the Original Stockholder Transferor and the Investor all Participating Stockholders and (ii) the number of Stockholder Shares of such class and securities convertible, exchangeable or exercisable for Stockholder Shares of such class to be sold in the contemplated Transfer. For example; provided, if the Sale Notice contemplated a sale of 100 that Stockholder Shares which have not vested (and will not vest as a result of such transaction) or are subject to repurchase by the Original Stockholder, and if the Original Stockholder at such time owns 30% of all Company for less than fair market value shall not be counted as Stockholder Shares and if for purposes of the Investor elects to participate and owns 20% of all Stockholder Shares, the Original Stockholder would be entitled to sell 60 shares (30% / 50% x 100 shares) and the Investor would be entitled to sell 40 shares (20% / 50% x 100 shares)above calculation. The Original Stockholder Transferor shall use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investor in any contemplated Transfer and to the inclusion of the Warrant and the Preferred Stock in the contemplated Transfer, and the Original Stockholder shall not transfer any of its Stockholder Shares to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Investor or the inclusion of the Warrant and/or the Preferred Stock. If any portion of the Warrant is included in any Transfer of Stockholder Shares under this subparagraph 4(b), the purchase price for the Warrant shall be equal to the full purchase price determined hereunder for the Stockholder Shares covered by the portion of the Warrant to be transferred.Participating

Participation Rights. At least 30 40 days prior to any Transfer sale, transfer, assignment, pledge or other disposal (a "Transfer") of any Stockholder Shares by the Original Stockholder Investor or any of its Affiliates after which the Investor or such Affiliate would not have control of the Company (other than a Public Sale or an Exempt Saledistribution of such shares to the Investor's limited and general partners pursuant to the partnership agreement then in effect between such partners), or the Original Stockholder prospective transferee would have control of the Company, the Investor shall deliver a written notice (the "Sale Notice") to the Company and each of the Investorother Stockholders (the "Other Stockholders"), specifying in reasonable detail the class(es) of the Stockholder Shares to be transferred, the identity of the prospective transferee(s), the number of shares to be transferred ) and the terms and conditions of the Transfer. If the consideration to be paid in connection with such Transfer is other than cash, the Investor will provide the Other Stockholders with all material information in the Investor's possession regarding such non-cash consideration. The Investor Other Stockholders may elect to participate in the contemplated Transfer at the same price per share (whether voting or non-voting stock) and on the same terms by delivering written notice to the Original Stockholder Investor within 30 days after delivery of the Sale Notice. If the Investor has With respect to each class of Stockholder Shares to be Transferred, if any Other Stockholders have elected to participate in such Transfer, the Original Stockholder Investor or such Affiliate and the Investor such Other Stockholders shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Stockholder Shares of such class equal to the product of (i) the quotient determined by dividing (1) the percentage number of Stockholder Shares owned of such class held by such Person by (2) the aggregate percentage number of Stockholder Shares of such class owned by the Original Stockholder Investor or such Affiliate and the Investor Other Stockholders participating in such sale and (ii) the aggregate number of such class of Stockholder Shares to be sold in the contemplated Transfer. For examplepurposes of the preceding sentence, if the Sale Notice contemplated a sale of 100 Stockholder Shares by the Original Stockholder, and if the Original Stockholder at such time owns 30% of all Stockholder Shares and if held by any Permitted Transferee of any Other Stockholder shall be deemed held by such Other Stockholder himself. Any Stockholder Shares referred to in a Sale Notice which are not transferred by the Investor elects during the 90-day period immediately following the date on which such Sale Notice has been given to participate the Other Stockholders (at a price and owns 20% of all Stockholder Shares, the Original Stockholder would be entitled on terms no more favorable to sell 60 shares (30% / 50% x 100 shares) and the Investor would than specified in the Sale Notice) will be entitled subject to sell 40 shares (20% / 50% x 100 shares)the provisions of this paragraph 7 upon subsequent transfer. The Original Stockholder shall use best efforts to obtain restrictions on the agreement of the prospective transferee(s) to the participation of the Investor in any contemplated Transfer and to the inclusion of the Warrant and the Preferred Stock in the contemplated Transfer, and the Original Stockholder shall not transfer any of its Stockholder Shares to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Investor or the inclusion of the Warrant and/or the Preferred Stock. If any portion of the Warrant is included in any Transfer of Stockholder Shares set forth in this paragraph 7 will terminate (A) with respect to all Stockholder Shares upon the occurrence of a Public Offering and (B) with respect to any particular Stockholder Share, when such Stockholder Share has been (x) effectively registered under this subparagraph 4(b), the purchase price for Securities Act and disposed of in accordance with the Warrant shall be equal registration statement covering them or (y) sold to the full purchase price determined hereunder for public through a broker, dealer or market maker pursuant to Rule 144 (or any similar provision then in force) under the Securities Act. The provisions contained in this paragraph 7 shall supersede any restrictions on transfer or other contrary provisions contained in any other agreement, document or instrument to which any Other Stockholder Shares covered by the portion of the Warrant to be transferredis a party.

Participation Rights. At least 30 40 days prior to any Transfer sale, transfer, assignment, pledge or other disposal (a "Transfer") of any Stockholder Shares by any Stockholder which, together with its Affiliates and Permitted Transferees, holds at least 25% of the Original Common Stockholder Shares as of immediately prior to such Transfer (a "Significant Stockholder") (other than (i) pursuant to a Public Sale or an Exempt Sale(ii) a Transfer pursuant to Section 3(c) or Section 4), the Original transferring Significant Stockholder shall will deliver a written notice (the "Sale Notice") to the Company and the Investorother Stockholders (the "Other Stockholders"), specifying in reasonable detail the identity of the prospective transferee(s), the number of shares Stockholder Shares to be transferred sold and the terms and conditions of the Transfer. The Investor In the event that the Other Stockholders hold (x) the class of Stockholder Shares which are to be transferred, (y) securities convertible, exchangeable or exercisable for the class of Stockholder Shares which are to be transferred, or (z) securities into which the class of Stockholder Shares which are to be transferred are convertible, exchangeable or exercisable, they may elect to participate in the contemplated Transfer at the same price per share (whether voting or non-voting stock) and on the same terms by delivering written notice to the Original transferring Significant Stockholder within 30 15 days after delivery of the Sale Notice. If the Investor has any Other Stockholders have elected to participate in such TransferTransfer ("Participating Stockholders"), the Original transferring Significant Stockholder and the Investor shall each Participating Stockholder will be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Stockholder Shares of such class, or securities convertible, exchangeable or exercisable for Stockholder Shares of such class (or securities into which such class of Stockholder Shares are convertible, exchangeable or exercisable), equal to the product of (i) the quotient determined by dividing the percentage number of Stockholder Shares owned of such class and securities convertible, exchangeable or exercisable for Stockholder Shares of such class held by such Person by the aggregate percentage number of Stockholder Shares of such class and securities convertible, exchangeable or exercisable for Stockholder Shares of such class owned by the Original transferring Significant Stockholder and the Investor all Participating Stockholders and (ii) the number of Stockholder Shares of such class and securities convertible, exchangeable or exercisable for Stockholder Shares of such class to be sold in the contemplated Transfer. For example; provided that for purposes of this sentence, if the Sale Notice contemplated a sale of 100 (A) Stockholder Shares which have not vested (and will not vest as a result of such transaction) or are subject to repurchase by the Original Stockholder, Company for less than fair market value shall not be considered to be Stockholder Shares and if the Original Stockholder at such time owns 30% of (B) all Stockholder Shares and if the Investor elects to participate and owns 20% held by any Permitted Transferee of all any Other Stockholder Shares, the Original shall be deemed held by such Other Stockholder would be entitled to sell 60 shares (30% / 50% x 100 shares) and the Investor would be entitled to sell 40 shares (20% / 50% x 100 shares)himself or itself. The Original transferring Significant Stockholder shall use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investor Participating Stockholders in any contemplated Transfer and to the inclusion of the Warrant and the Preferred Stock in the contemplated Transfer, and the Original transferring Significant Stockholder shall not transfer Transfer any of its Stockholder Shares to any prospective transferee if such the prospective transferee(s) declines unless (1) the prospective transferee(s) agrees to allow the participation of the Investor Participating Stockholders or (2) the inclusion transferring Significant Stockholder agrees to purchase the number of such class of Stockholder Shares from any Participating Stockholders which the Warrant and/or the Preferred StockParticipating Stockholders would have been entitled to sell pursuant to this Section 3(a). If any portion of the Warrant is securities convertible, exchangeable or exercisable for Stockholder Shares are included in any Transfer of Stockholder Shares under this subparagraph 4(bSection 3(a), the purchase price for the Warrant such securities shall be equal to the full purchase price determined hereunder for the Stockholder Shares covered by the portion of the Warrant such securities to be transferred, adjusted by the aggregate exercise price for such shares. Each Stockholder transferring Stockholder Shares pursuant to this Section 3(a) shall pay his or its pro rata share (based on the number of Common Stockholder Shares to be sold) of the expenses incurred by the Stockholders in connection with such transfer and shall be obligated to join on a pro rata basis (based on the number of Common Stockholder Shares to be sold) in any indemnification or other obligations that the transferring Significant Stockholder agrees to provide in connection with such transfer (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).

Participation Rights. At least 30 days (i) In the event a Transferring Stockholder who is also a holder of Controlling Stockholder Shares delivers an Offer Notice in accordance with Section 2B and the Eligible Purchaser(s) do not elect to purchase all of the Transfer Shares specified in such Offer Notice, such Transferring Stockholder shall, prior to any Transfer by such Transferring Stockholder of Stockholder Transfer Shares by the Original Stockholder (other than a Public Sale or an Exempt Salepursuant to Section 2B(iv), the Original Stockholder shall deliver a written notice (the a "Tag-Along Sale Notice") to each other holder of Stockholder Shares (each an "Eligible Stockholder" and, collectively, the Company "Eligible Stockholders") and to the InvestorCompany; provided that a Tag-Along Sale Notice must be delivered only if the number of Transfer Shares, specifying when combined with the aggregate number of Stockholder Shares being concurrently sold by any Affiliate of the Transferring Stockholder or sold previously by such Transferring Stockholder or any Affiliate thereof pursuant to Section 2B(iv), exceeds ten percent (10%) of the aggregate number of shares of Common Stock (as such number shall be proportionately adjusted for all stock splits, stock dividends, share combinations and similar recapitalization transactions) issued to such Transferring Stockholder and its Affiliates pursuant to the Plan of Reorganization (any such excess Transfer Shares are referred to herein as the "Tag-Along Shares"). The Tag-Along Sale Notice shall disclose in reasonable detail the number of each class of Tag-Along Shares that such Transferring Stockholder proposes to Transfer pursuant to Section 2B(iv), the proposed material terms and conditions of the Transfer, including the proposed price per share for each class of Tag-Along Shares (which shall be payable in cash upon consummation of such Transfer or in installments of cash over time), the identity of the prospective transferee(s), the number of shares to be transferred and the terms and conditions of the Transfer. The Investor may elect to participate expenses which such Transferring Stockholder anticipates incurring in the contemplated Transfer at the same price per share (whether voting or non-voting stock) and on the same terms by delivering written notice to the Original Stockholder within 30 days after delivery of the Sale Notice. If the Investor has elected to participate in connection with such Transfer, the Original Stockholder and the Investor shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Stockholder Shares equal to the product of (i) the quotient determined by dividing the percentage of Stockholder Shares owned by such Person by the aggregate percentage of Stockholder Shares owned by the Original Stockholder and the Investor and (ii) the number of Stockholder Shares to be sold in the contemplated Transfer. For example, if the Sale Notice contemplated a sale of 100 Stockholder Shares by the Original Stockholder, and if the Original Stockholder at such time owns 30% of all Stockholder Shares and if the Investor elects to participate and owns 20% of all Stockholder Shares, the Original Stockholder would be entitled to sell 60 shares (30% / 50% x 100 shares) and the Investor would be entitled to sell 40 shares (20% / 50% x 100 shares). The Original Stockholder shall use best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investor in any contemplated Transfer and to the inclusion of the Warrant and the Preferred Stock in the contemplated Transfer, and the Original Stockholder shall not transfer any of its Stockholder Shares to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Investor or the inclusion of the Warrant and/or the Preferred Stock. If any portion of the Warrant is included in any Transfer of Stockholder Shares under this subparagraph 4(b), the purchase price for the Warrant shall be equal to the full purchase price determined hereunder for the Stockholder Shares covered by the portion of the Warrant to be transferred.

Participation Rights. At least 30 forty (40) days prior to any Transfer of Stockholder Shares by the Original Stockholder (other than pursuant to a Public Sale or a Transfer to the Company or an Investor Group pursuant to Section 5(c) above and specifically excluding the Warrants and any Exempt SaleTransfer), the Original Transferring Stockholder shall deliver a written notice (the "“Sale Notice"”) to the Company and each of the InvestorTag-Along Stockholders (as defined below), specifying in reasonable detail the class and number of Stockholder Shares to be transferred, the proposed terms, and conditions of the proposed Transfer and the identity of the prospective transferee(s) (which notice may be the same notice and given at the same time as the Offer Notice under Section 5(c) above where applicable). If neither the Company nor the Investor Groups have elected to purchase all of the Stockholder Shares specified in the Sale Notice, each member of each Investor Group, each Qualifying Executive and each Warrantholder which holds Stockholder Shares of the number class to be transferred or, in the case of any Warrantholder, holds Warrants exercisable for the class of shares to be transferred and (collectively, the terms and conditions of the Transfer. The Investor “Tag-Along Stockholders”), may elect to participate in the contemplated Transfer at the same price per share (whether voting or non-voting stock) and on the same terms by delivering written notice (the “Tag-Along Notice”) to the Original Transferring Stockholder and the Company within 30 35 days after delivery receipt by the Stockholders of the Sale Notice. If any Tag-Along Stockholder in addition to the Investor Transferring Stockholder has elected to participate in such Transfer, the Original Transferring Stockholder and the Investor each such electing Tag-Along Stockholder shall be entitled to sell in the contemplated Transfer, at the same price per share and on the same terms, a number of Stockholder Shares of such class equal to the product of (i) the quotient determined by dividing the percentage of Stockholder Shares owned of such class held by such Person (assuming the exercise of all Warrants) by the aggregate percentage of Stockholder Shares of such class owned by the Original Transferring Stockholder and the Investor Tag-Along Stockholders participating in such Transfer (assuming the exercise of all Warrants) and (ii) the number of Stockholder Shares of such class to be sold in the contemplated Transfer. For exampleNotwithstanding the foregoing, if in the Sale Notice contemplated a sale event that the Transferring Stockholder intends to Transfer more than one class of 100 Stockholder Shares by the Original Stockholder, and if the Original Stockholder at such time owns 30% of all Stockholder Shares and if the Investor elects to participate and owns 20% of all Stockholder Shares, the Original each Tag-Along Stockholder would participating in such Transfer shall be entitled required to sell 60 shares (30% / 50% x 100 shares) and the Investor would be entitled to sell 40 shares (20% / 50% x 100 shares). The Original Stockholder shall use best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investor in any contemplated Transfer and to the inclusion of the Warrant and the Preferred Stock in the contemplated Transfer, and the Original Stockholder shall not transfer any of its Stockholder Shares to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Investor or the inclusion of the Warrant and/or the Preferred Stock. If any Transfer a pro rata portion of the Warrant is included in any Transfer of Stockholder Shares under this subparagraph 4(b), the purchase price for the Warrant shall be equal of all such classes (to the full purchase price determined hereunder for the extent such Tag-Along Stockholder owns any shares of such other classes of Stockholder Shares covered by the portion of the Warrant to be transferred.or

Participation Rights. At least 30 days prior to any Transfer by -------------------- CHS of Stockholder Shares by the Original Stockholder (other than a Public Sale or an Exempt SaleExcluded Transfer), the Original Stockholder shall CHS will deliver a written notice (the "Sale ---- Notice") to the Company and the Investorother Stockholders, specifying in reasonable ------ detail the identity of the prospective transferee(s), the number of shares Stockholder Shares to be transferred sold and the terms and conditions of the Transfer. The Investor In the event that the other Stockholders hold the class of Stockholder Shares which are to be transferred, or securities convertible, exchangeable or exercisable for the class of Stockholder Shares which are to be transferred, they may elect to participate in the contemplated Transfer at the same price per share (whether voting or non-voting stock) and on the same terms by delivering written notice to the Original Stockholder CHS within 30 15 days after delivery of the Sale Notice. If the Investor has any other Stockholders have elected to participate in such TransferTransfer ("Participating Stockholders"), the Original CHS and -------------------------- each Participating Stockholder and the Investor shall will be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Stockholder Shares of such class, or securities convertible, exchangeable or exercisable for Stockholder Shares of such class, equal to the product of (i) the quotient determined by dividing the percentage of Stockholder Shares owned of such class and securities convertible, exchangeable or exercisable for Stockholder Shares of such class held by such Person by the aggregate percentage of Stockholder Shares of such class and securities convertible, exchangeable or exercisable for Stockholder Shares of such class owned by the Original Stockholder CHS and the Investor all Participating Stockholders and (ii) the number of Stockholder Shares of such class and securities convertible, exchangeable or exercisable for Stockholder Shares of such class to be sold in the contemplated Transfer. For example, if All fractional shares resulting from the Sale Notice contemplated a sale of 100 Stockholder Shares by calculation contained in the Original Stockholder, and if prior sentence will be rounded to the Original Stockholder at such time owns 30% of all Stockholder Shares and if the Investor elects to participate and owns 20% of all Stockholder Shares, the Original Stockholder would be entitled to sell 60 shares (30% / 50% x 100 shares) and the Investor would be entitled to sell 40 shares (20% / 50% x 100 shares)nearest whole share. The Original Stockholder CHS shall use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investor Participating Stockholders in any contemplated Transfer and to the inclusion of the Warrant and the Preferred Stock in the contemplated Transfer, and the Original Stockholder CHS shall not transfer Transfer any of its Stockholder Shares to any prospective transferee if such the prospective transferee(s) declines unless (A) the prospective transferee(s) agrees to allow the participation of the Investor Participating Stockholders or (B) CHS agrees to purchase the inclusion number of such class of Stockholder Shares from any Participating Stockholders which the Warrant and/or the Preferred StockParticipating Stockholders would have been entitled to sell pursuant to this Section 3(c). If any portion of the Warrant is securities convertible, ------------ exchangeable or exercisable for Stockholder Shares are included in any Transfer of Stockholder Shares under this subparagraph 4(bSection 3(c), the purchase price for the Warrant such securities shall be equal ------------ to the full purchase price determined hereunder for the Stockholder Shares covered by the portion of the Warrant such securities to be transferred, reduced by the aggregate exercise price for such shares. Each Stockholder transferring Stockholder Shares pursuant to this Section 3(c) shall pay his or its pro rata ------------ share (based on the number of Common Stockholder Shares to be sold) of the expenses incurred by the Stockholders in connection with such transfer and shall be obligated to join on a pro rata basis (based on the number of Common Stockholder Shares to be sold) in any indemnification or other obligations that CHS agrees to provide in connection with such transfer (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; provided that no holder shall be obligated in connection with such Transfer to agree to indemnify or hold harmless the transferees with respect to an amount in excess of the net proceeds paid to such holder in connection with such Transfer).

Participation Rights. At least 30 Not less than 20 days prior to any Transfer proposed transfer (including by merger, consolidation or otherwise) of Stockholder Shares Common Stock by the Original Stockholder (other than a Public Sale or an Exempt Sale)Greenwich, the Original Stockholder Greenwich shall deliver to the Other Stockholders and the Warrant Agent a written notice (the "Sale NoticeSALE NOTICE") to the Company and the Investor, specifying in reasonable detail the identity of the prospective proposed transferee(s), the number of shares to be transferred ) and the terms and conditions of the Transferproposed transfer. The Investor Any Other Stockholder may elect to participate in the contemplated Transfer at the same price per share (whether voting or non-voting stock) and on the same terms proposed transfer by delivering to Greenwich a written notice to of such election within the Original Stockholder within 30 days after 10 business day period following delivery of the Sale Notice. If the Investor has elected one or more Other Stockholders elect to participate in such Transfertransfer (the "PARTICIPATING STOCKHOLDERS"), the Original Greenwich and each such Participating Stockholder and the Investor shall will be entitled to sell in the contemplated Transfersuch proposed transfer, at the same price and on the same terms, a number of Stockholder Shares shares of Common Stock equal to the product of (i) the quotient determined by dividing the percentage of Stockholder Shares owned the Company's Common Stock then held by Greenwich or such Person Participating Stockholder, as the case may be, by the aggregate percentage of Stockholder Shares owned the Common Stock then held by the Original Stockholder Greenwich and the Investor and all Participating Stockholders, multiplied by (ii) the number of Stockholder Shares shares of Common Stock to be sold in the contemplated Transfersuch proposed transfer. For examplepurposes of this Section 9, if the Sale Notice contemplated a sale amount of 100 Common Stock held by each Participating Stockholder Shares who is an Employee Stockholder shall be deemed to include all shares of Common Stock acquirable pursuant to the exercise of Vested Options then held by the Original such Participating Stockholder, and if provided that such Employee Stockholder exercises such Vested Options prior to or in connection with such transfer. The Participating Stockholders shall pay a pro rata portion of the Original Stockholder at transaction expenses associated with such time owns 30% transfer. Notwithstanding the foregoing, this Section 9 shall not apply to (i) transfers by Greenwich of all Stockholder Shares and if the Investor elects up to participate and owns an aggregate of 20% of all Stockholder Sharesthe outstanding Common Stock, (ii) transfers by Greenwich to Affiliates of Greenwich, provided that each such Affiliate agrees in writing to be bound by the Original Stockholder would be entitled provisions of this Agreement binding Greenwich, (iii) transfers pursuant to sell 60 Rule 144 under the Securities Act (or any successor provision), (iv) transfers pursuant to Section 8, or (v) transfers pursuant to Section 10. "COMMON STOCK" for purposes of this Section 9 shall include the shares (30% / 50% x 100 sharesof Common Stock issuable upon the exercise of the SG Warrants provided that the SG Warrants are exercised prior to or at the closing of the Approved Sale. The parties hereto acknowledge that this Section 9 is for the benefit of the holder(s) of SG Warrants and the Investor would be entitled to sell 40 shares (20% / 50% x 100 shares)of Common Stock into which the SG Warrants are exercisable and their successors or assigns. The Original Stockholder shall use best efforts Company agrees to obtain the agreement of the prospective transferee(s) provide notice to the participation of the Investor Warrant Agent (as defined in any contemplated Transfer and to the inclusion of the Warrant and the Preferred Stock in the contemplated Transfer, and the Original Stockholder shall not transfer Agreement) of any of its Stockholder Shares Sale Notice delivered pursuant to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Investor or the inclusion of the Warrant and/or the Preferred Stock. If any portion of the Warrant is included in any Transfer of Stockholder Shares under this subparagraph 4(b), the purchase price for the Warrant shall be equal to the full purchase price determined hereunder for the Stockholder Shares covered by the portion of the Warrant to be transferredSection 9.

Participation Rights. At least 30 days prior to any Transfer For a period of Stockholder Shares by 24 months from the Original Stockholder (other than a Public Sale or an Exempt Sale)date of this Agreement, the Original Stockholder shall deliver a written notice (the "Sale Notice") Company hereby grants to the Company and the Investor, specifying in reasonable detail the identity of the prospective transferee(s), the number of shares to be transferred and the terms and conditions of the Transfer. The Investor may elect Buyer a right to participate in the contemplated Transfer purchase of any New Securities (as defined below) that the Company may, from time to time, propose to issue and sell in connection with any financing transaction, as follows. Not later than 5 Trading Days prior to the execution of any definitive documentation relating to the sale of any New Securities to any person or entity other than the Buyer or an Affiliate of the Buyer (a “New Person”), the Company shall deliver written notice to Buyer of its intent to enter into any such transaction, describing the New Person and the type of New Securities in reasonable detail, and attaching to such notice copies of such definitive documentation. The Buyer shall have 20 Trading Days after receipt of such notice to purchase up to 25% of such New Securities, at the same price per share (whether voting or non-voting stock) and on the same terms specified in such notice by delivering giving written notice to the Original Stockholder Company specifying the amount of New Securities to be purchased by the Buyer. In the event the Company has not sold such New Securities to the New Person within 30 days 10 Trading Days after delivery notice thereof to the Buyer, the Company shall not thereafter issue or sell any New Securities to any New Person without first again complying with this Section. “New Securities” shall mean any shares of Common Stock, preferred stock or any other equity securities of the Sale Notice. If Company or securities convertible or exchangeable for equity securities of the Investor has elected to participate in such TransferCompany, the Original Stockholder and the Investor provided, however, that New Securities shall be entitled to sell in the contemplated Transfernot include, at the same price and on the same terms, a number of Stockholder Shares equal to the product of (i) shares of Common Stock issuable upon conversion or exercise of any securities outstanding as of the quotient determined by dividing the percentage of Stockholder Shares owned by such Person by the aggregate percentage of Stockholder Shares owned by the Original Stockholder and the Investor and date hereof, (ii) shares, options or warrants for Common Stock granted to officers, directors and employees of the number Company pursuant to stock option plans approved by the Board of Stockholder Shares Directors of the Company, (iii) shares of Common Stock or securities convertible or exchangeable for Common Stock issued pursuant to be sold the acquisition of another company by consolidation, merger, or purchase of all or substantially all of the assets of such company or (iv) shares of Common Stock or securities convertible or exchangeable into shares of Common Stock issued in connection with a strategic transaction involving the Company and issued to an entity or an affiliate of such entity that is engaged in the contemplated Transfer. For example, if same or substantially related business as the Sale Notice contemplated a sale of 100 Stockholder Shares by the Original Stockholder, and if the Original Stockholder at such time owns 30% of all Stockholder Shares and if the Investor elects to participate and owns 20% of all Stockholder Shares, the Original Stockholder would be entitled to sell 60 shares (30% / 50% x 100 shares) and the Investor would be entitled to sell 40 shares (20% / 50% x 100 shares)Company. The Original Stockholder Buyer rights hereunder shall use best efforts to obtain not prohibit or limit the agreement of Company from selling any New Securities so long as the prospective transferee(s) Company makes the same offer to the participation of Buyer as provided herein. Otherwise the Investor in Company shall be prohibited from selling any contemplated Transfer and to the inclusion of the Warrant and the Preferred Stock in the contemplated Transfer, and the Original Stockholder shall not transfer any of its Stockholder Shares New Securities to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Investor or the inclusion of the Warrant and/or the Preferred Stock. If any portion of the Warrant is included in any Transfer of Stockholder Shares under this subparagraph 4(b), the purchase price for the Warrant shall be equal to the full purchase price determined hereunder for the Stockholder Shares covered by the portion of the Warrant to be transferredNew Person until it fully complies herewith.

Participation Rights. (a) At least 30 45 days prior to any Transfer of Stockholder Shares Equity Interests by the Original Stockholder any Subject Equityholder (other than a Public Sale Transfer to the Offerees pursuant to Section 1(b) or an Exempt Salea permitted transfer under Sections 3 or 4 hereof), the Original Stockholder Transferring Equityholder shall deliver a written notice (the "“Sale Notice"”) to the Company and the InvestorOfferees, specifying in reasonable detail the identity of the prospective transferee(s), the number amount of shares Equity Interests to be transferred and the terms and conditions of the TransferTransfer (which notice may be the same notice and given at the same time as the Offer Notice under Section 1(b)). The Investor Offerees may elect to convert shares of Series A Preferred Stock , shares of Series B Preferred Stock or shares of Series C Preferred Stock to shares of Common Stock (including via exercise of Series C Warrants for shares of Series C Preferred Stock with a subsequent conversion to shares of Common Stock pursuant to the Certificate of Incorporation) in a manner consistent with the optional conversion provisions of Section 3(f) of Article VI of the Certificate of Incorporation and participate in the contemplated Transfer at the same price per share (whether voting or non-voting stock) and on the same terms by delivering written notice to the Original Stockholder Transferring Equityholder within 30 days after delivery of the Sale Notice. If the Investor has any Offerees have elected to participate in such Transfer, the Original Stockholder Transferring Equityholder and the Investor such Offerees shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number an amount of Stockholder Shares Equity Interests equal to the product of (ix) the quotient determined by dividing the percentage Percentage Ownership of Stockholder Shares owned by such Person Equityholder by the aggregate percentage Percentage Ownership of Stockholder Shares owned by the Original Stockholder Transferring Equityholder and the Investor Offerees participating in such sale and (iiy) the number amount of Stockholder Shares Equity Interests to be sold in the contemplated Transfer. For exampleTransfer (determined as if all Series A Preferred Stock, if Series B Preferred Stock and Series C Preferred Stock (including the Sale Notice contemplated a sale shares of 100 Stockholder Shares by the Original Stockholder, and if the Original Stockholder at such time owns 30% Series C Preferred Stock issuable upon exercise of all Stockholder Shares and if the Investor elects to participate and owns 20% outstanding Series C Warrants) converted into Common Stock as set forth in Section 3(f) of all Stockholder Shares, the Original Stockholder would be entitled to sell 60 shares (30% / 50% x 100 shares) and the Investor would be entitled to sell 40 shares (20% / 50% x 100 shares). The Original Stockholder shall use best efforts to obtain the agreement Article VI of the prospective transferee(s) Certificate of Incorporation immediately prior to the participation of the Investor in any contemplated Transfer and to the inclusion of the Warrant and the Preferred Stock in the contemplated such Transfer, and the Original Stockholder shall not transfer any of its Stockholder Shares to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Investor or the inclusion of the Warrant and/or the Preferred Stock. If any portion of the Warrant is included in any Transfer of Stockholder Shares under this subparagraph 4(b), the purchase price for the Warrant shall be equal to the full purchase price determined hereunder for the Stockholder Shares covered by the portion of the Warrant to be transferred.

Participation Rights. At least 30 days prior In the event that the Non-Transferring Shareholders fail to purchase the Crossroads Securities specified in the Offer Notice, any Transfer of Stockholder Shares by the Original Stockholder (other than a Public Sale or an Exempt Sale), the Original Stockholder shall deliver a written notice (the "Sale Notice") to the Company and the Investor, specifying in reasonable detail the identity of the prospective transferee(s), the number of shares to be transferred and the terms and conditions of the Transfer. The Series E Investor Shareholder may elect to participate in the contemplated Transfer at the same price per share (whether voting or non-voting stock) and on the same terms Third Party Sale by delivering written notice to the Original Stockholder Transferring Shareholder within 30 15 days after delivery expiration of the Sale NoticeShareholder Election Period. If the a Series E Investor has elected Shareholder elects to participate in such TransferThird Party Sale, each of the Original Stockholder Transferring Shareholder and the Series E Investor shall Shareholder(s) will be entitled to sell in the contemplated TransferThird Party Sale, at the same price and on the same terms, a number of Stockholder Shares shares of Securities proposed to be sold equal to the product of (i) the quotient determined by dividing fraction, the percentage numerator of Stockholder Shares owned which is the number of shares of Securities (on a fully-diluted basis) held by such Person by Person, and the denominator of which is the aggregate percentage number of Stockholder Shares shares of Securities (on a fully-diluted basis) owned by the Original Stockholder Transferring Shareholder and the Series E Investor and Shareholder(s), MULTIPLIED BY (ii) the number of Stockholder Shares shares of Securities (on a fully-diluted basis) to be sold in the contemplated TransferThird Party Sale. For example, if the Sale Notice notice from the Transferring Shareholder contemplated a sale of 100 Stockholder Shares shares of Securities by the Original Stockholder, Transferring Shareholder and if the Original Stockholder Transferring Shareholder at such time owns 30% 300 shares of all Stockholder Shares Securities, and if the a Series E Investor Shareholder elects to participate in such sale and the Series E Investor Shareholder owns 20% 200 shares of all Stockholder SharesSecurities (on a fully-diluted basis), the Original Stockholder such Transferring Shareholder would be entitled to sell 60 shares (30% / 50% 300/500 x 100 shares) and the Series E Investor Shareholder would be entitled to sell 40 shares (20% / 50% 200/500 x 100 shares). The Original Stockholder shall Transferring Shareholder will use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the a Series E Investor Shareholder in any contemplated Transfer Third Party Sale and to the inclusion of the Warrant and the Preferred Stock in the contemplated Transfer, and the Original Stockholder shall will not transfer any of its Stockholder Shares Securities to any the prospective transferee transferee(s) if such the prospective transferee(s) declines to allow the participation of the Series E Investor or Shareholder(s) on the inclusion of the Warrant and/or the Preferred Stock. If any portion of the Warrant is included in any Transfer of Stockholder Shares under this subparagraph 4(b), the purchase price for the Warrant shall be equal to the full purchase price determined hereunder for the Stockholder Shares covered by the portion of the Warrant to be transferredterms specified herein.

Participation Rights. At least 30 Not less than 20 days prior to any Transfer proposed transfer (including by merger, consolidation or otherwise) of Stockholder Shares Common Stock by the Original Stockholder (other than a Public Sale or an Exempt Sale)Greenwich, the Original Stockholder Greenwich shall deliver to the Other Stockholders a written notice (the "Sale NoticeSALE NOTICE") to the Company and the Investor, specifying in reasonable detail the identity of the prospective proposed transferee(s), the number of shares to be transferred ) and the terms and conditions of the Transferproposed transfer. The Investor Any Other Stockholder may elect to participate in the contemplated Transfer at the same price per share (whether voting or non-voting stock) and on the same terms proposed transfer by delivering to Greenwich a written notice to of such election within the Original Stockholder within 30 days after 10 business day period following delivery of the Sale Notice. If the Investor has elected one or more Other Stockholders elect to participate in such Transfertransfer (the "PARTICIPATING STOCKHOLDERS"), the Original Greenwich and each such Participating Stockholder and the Investor shall will be entitled to sell in the contemplated Transfersuch proposed transfer, at the same price and on the same terms, a number of Stockholder Shares shares of Common Stock equal to the product of (i) the quotient determined by dividing the percentage of Stockholder Shares owned the Company's Common Stock then held by Greenwich or such Person Participating Stockholder, as the case may be, by the aggregate percentage of Stockholder Shares owned the Common Stock then held by the Original Stockholder Greenwich and the Investor and all Participating Stockholders, multiplied by (ii) the number of Stockholder Shares shares of Common Stock to be sold in the contemplated Transfersuch proposed transfer. For examplepurposes of this Section 9, if the Sale Notice contemplated a sale amount of 100 Common Stock held by each Participating Stockholder Shares who is an Employee Stockholder shall be deemed to include all shares of Common Stock acquirable pursuant to the exercise of Vested Options then held by the Original such Participating Stockholder, and if PROVIDED that such Employee Stockholder exercises such Vested Options prior to or in connection with such transfer. The Participating Stockholders shall pay a pro rata portion of the Original Stockholder at transaction expenses associated with such time owns 30% transfer. Notwithstanding the foregoing, this Section 9 shall not apply to (A) with respect to Other Stockholders other than Preference Holders, transfers by Greenwich of all Stockholder Shares and if the Investor elects up to participate and owns an aggregate of 20% of all Stockholder Shares, the Original Stockholder would be entitled to sell 60 shares (30% / 50% x 100 shares) and the Investor would be entitled to sell 40 shares (20% / 50% x 100 shares). The Original Stockholder shall use best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investor in any contemplated Transfer and to the inclusion of the Warrant and the Preferred Stock in the contemplated Transferoutstanding Common Stock, and (B) with respect to all Other Stockholders, (i) transfers by Greenwich to Affiliates of Greenwich, provided that each such Affiliate agrees in writing to be bound by the Original Stockholder shall not transfer provisions of this Agreement binding Greenwich, (ii) transfers pursuant to Rule 144 under the Securities Act (or any of its Stockholder Shares to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Investor or the inclusion of the Warrant and/or the Preferred Stock. If any portion of the Warrant is included in any Transfer of Stockholder Shares under this subparagraph 4(bsuccessor provision), the purchase price for the Warrant shall be equal (iii) transfers pursuant to the full purchase price determined hereunder for the Stockholder Shares covered by the portion of the Warrant Section 8, or (iv) transfers pursuant to be transferredSection 10.

Participation Rights. At least 30 40 days prior to any Transfer of any -------------------- Stockholder Shares by any Stockholder which, together with its Affiliates and Permitted Transferees, holds at least 10% of the Original Company's Common Stockholder Shares as of immediately prior to such Transfer (a "Significant Stockholder") ----------------------- (other than pursuant to (i) a Public Sale or an Exempt Sale(ii) a Transfer under Section 2(d) or Section 3), the Original transferring Significant Stockholder shall will deliver a written notice (the "Sale Notice") to the Company and the Investorother Stockholders (the "Other ----------- ----- Stockholders"), specifying in reasonable detail the identity of the prospective ------------ transferee(s), the number of shares Stockholder Shares to be transferred sold and the terms and conditions of the Transfer. The Investor In the event that the Other Stockholders hold shares of the class of Stockholder Shares to be transferred, they may elect to participate in the contemplated Transfer at the same price per share (whether voting or non-voting stock) and on the same terms by delivering written notice to the Original transferring Significant Stockholder within 30 15 days after delivery of the Sale Notice. If the Investor has any Other Stockholders have elected to participate in such TransferTransfer ("Participating Stockholders"), the Original transferring Significant Stockholder and the Investor shall -------------------------- each Participating Stockholder will be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Stockholder Shares of such class equal to the product of (i) the quotient determined by dividing the percentage number of Stockholder Shares owned of such class held by such Person by the aggregate percentage number of Stockholder Shares of such class owned by the Original transferring Significant Stockholder and the Investor all Participating Stockholders and (ii) the number of Stockholder Shares of such class to be sold in the contemplated Transfer. For example; provided that for purposes of the foregoing, if the Sale Notice contemplated a sale of 100 (A) Stockholder Shares which have not vested (and will not vest as a result of such transaction) or are subject to repurchase by the Original Stockholder, Company for less than fair market value shall not be considered to be Stockholder Shares and if the Original Stockholder at such time owns 30% of (B) all Stockholder Shares and held by any Permitted Transferee of any Other Stockholder shall be deemed held by such Other Stockholder himself or itself; provided further that if the Investor elects Significant Stockholder intends to participate Transfer a strip of two or more classes of Stockholder Shares and owns 20% any Other Stockholder (including his or its Permitted Transferees) holds all such classes of all Stockholder Shares, the Original such Other Stockholder would be entitled may only participate in such Transfer if such Other Stockholder participates with respect to sell 60 shares (30% / 50% x 100 shares) and the Investor would be entitled to sell 40 shares (20% / 50% x 100 shares)all such classes of Stockholder Shares. The Original transferring Significant Stockholder shall use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investor Participating Stockholders in any contemplated Transfer and to the inclusion of the Warrant and the Preferred Stock in the contemplated Transfer, and the Original transferring Significant Stockholder shall not transfer Transfer any of its Stockholder Shares to any prospective transferee if such the prospective transferee(s) declines unless (1) the prospective transferee(s) agrees to allow the participation of the Investor Participating Stockholders or (2) the inclusion transferring Significant Stockholder agrees to purchase the number of the Warrant and/or the Preferred Stock. If any portion of the Warrant is included in any Transfer such class of Stockholder Shares under from any Participating Stockholders which the Participating Stockholders would have been entitled to sell pursuant to this subparagraph 4(bSection 2(b), . Each Stockholder involved in any transaction pursuant to this Section 2(b) shall be required to bear its pro rata share (based upon the purchase price number of shares sold or the number of shares to be acquired pursuant to options or other rights) of the expenses incurred by the Stockholders in connection with such transaction to the extent such costs are incurred for the Warrant benefit of all such Stockholders and are not otherwise paid by the Company or the acquiring party and each Stockholder shall be equal obligated to join on a pro rata basis (based on the full purchase price determined hereunder for number of shares sold or the Stockholder Shares covered by the portion number of the Warrant shares to be transferredacquired pursuant to options or other rights) in any representations, warranties, indemnification provisions or other obligations (including without limitation any escrow arrangements) that the Significant Stockholder agrees to provide in connection with such 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).

Participation Rights. At least 30 40 days prior to any Transfer of -------------------- Stockholder Shares by the Original Stockholder (other than a Public Sale or an Exempt SaleTransfer or a Transfer pursuant to Section 3(b)) by the Liberty investors or by a Transferring Stockholder (in the event such Transferring Stockholder has not sold all of the Offered Shares to the Company or to the Eligible Stockholders as provided in Section 3(b)), then such Stockholder (the Original Stockholder "Selling Stockholder") shall deliver a written notice (the ------------------- "Sale Notice") to the Company and the Investorother holders of Stockholder Shares (the ----------- "Other Stockholders"), specifying in reasonable detail the identity of the ------------------ prospective transferee(s), the class and number of shares to be transferred and the terms and conditions of the TransferTransfer (which notice may be the same notice and given at the same time as the Offer Notice under Section 3(b)). The Investor Other Stockholders may elect to participate in the contemplated Transfer at the same price per share (whether voting or non-voting stock) and on the same terms by delivering written notice to the Original Selling Stockholder within 30 days after delivery of the Sale Notice. If the Investor has any Other Stockholders have elected to participate in such Transfer, the Original Selling Stockholder and the Investor such Other Stockholders shall each be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Stockholder Shares of a particular class equal to the product of (i) the quotient determined by dividing the percentage of such class of Stockholder Shares owned by such Person by the aggregate percentage of such class of Stockholder Shares owned by the Original Selling Stockholder and the Investor Other Stockholders participating in such sale and (ii) the number of the class of Stockholder Shares to be sold in the contemplated Transfer. For exampleexample (by way of illustration only), if the Sale Notice contemplated a ----------------------------------------- sale of 100 Stockholder Shares shares of Common Stock by the Original Selling Stockholder, and if the Original Selling Stockholder at such time owns 30% of all Stockholder Shares shares of Common Stock and if the Investor one Other Stockholder elects to participate and owns 20% of all Stockholder Shares, shares of Common Stock the Original Selling Stockholder would be entitled to sell 60 shares of Common Stock (30% / 5030%/50% x 100 shares) and the Investor Other Stockholder would be entitled to sell 40 shares of Common Stock (20% / 5020%/50% x 100 shares). The Original Each Selling Stockholder shall use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investor electing Other Stockholders in any contemplated Transfer and to the inclusion (in the case of the Warrant and Liberty Investors) of the Preferred Stock Warrants exercisable into Stockholder Shares in the contemplated Transfer, and the Original no Selling Stockholder shall not transfer any of its Stockholder Shares to any prospective transferee if such prospective transferee(s) transferee declines to allow the participation of the Investor Other Stockholders or the inclusion of the Warrant and/or Warrants on the Preferred Stockterms set forth in this Section 3(c). If any portion of the Warrant Warrants is included in any Transfer of Stockholder Shares under this subparagraph 4(bSection 3(c), the purchase price for the Warrant Warrants shall be equal to the full purchase price determined hereunder for the Stockholder Shares covered by the portion of the Warrant Warrants to be transferred, reduced by the aggregate exercise price for such shares. Each Stockholder selling Stockholder Shares pursuant to this Section 3(c) shall pay its pro rata share (based on the number of the class of Stockholder Shares to be sold) of the expenses incurred by the Stockholders in connection with such transfer and shall be obligated to join on a pro rata basis (based on the number of Stockholder Shares to be sold) in any indemnification or other obligations that the Selling Stockholder agrees to provide in connection with such transfer (other than any such obligations that relate specifically to a particular holder such as indemnification with respect to representations and warranties given by a holder regarding such holder's title to and ownership of Stockholder Shares); provided that no holder shall be obligated in connection with such Transfer to agree to indemnify or hold harmless the prospective transferees) with respect to an amount in excess of the net cash proceeds paid to such holder in connection with such Transfer.

Participation Rights. At least 30 days prior to any Transfer of Stockholder Shares by the Original Stockholder (other than pursuant to a Public Sale or an Exempt SaleSale of the Company), the Original holder of Stockholder Shares, or in the case of MDCP any Stockholder Shares or other shares of Common Stock, making such Transfer (the "Transferring Stockholder") shall deliver a written notice (the "Sale Notice") to the Company and the Investorother holders of Stockholder Shares of the same class or series as the shares of capital stock of the Company which the Transferring Stockholder proposes to transfer (the "Other Stockholders"), specifying in reasonable detail the identity of the prospective transferee(s), the class or series of Stockholder Shares to be transferred, the number of shares to be transferred and the terms and conditions of the Transfer. The Investor Other Stockholders may elect to participate in the contemplated Transfer at the same price per share (whether voting or non-voting stock) and on the same terms by delivering written notice to the Original Transferring Stockholder within 30 days after delivery of the Sale Notice. If the Investor has any Other Stockholders have elected to participate in such Transfer, the Original Transferring Stockholder and the Investor such Other Stock holders shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Stockholder Shares of such class or series equal to the product of (i) the quotient determined by dividing the percentage of Stockholder Shares of such class or series owned by such Person by the aggregate percentage of Stockholder Shares of such class or series owned by the Original Transferring Stockholder and the Investor Other Stockholders participating in such sale and (ii) the number of Stockholder Shares to be sold in the contemplated Transfer. For example, if the Sale Notice contemplated a sale of 100 Stockholder Shares of a certain class or series by the Original Transferring Stockholder, and if the Original Transferring Stockholder at such time owns 30% of all Stockholder Shares of such class or series and if the Investor one Other Stockholder elects to participate and owns 20% of all Stockholder SharesShares of such class or series, the Original Transferring Stockholder would be entitled to sell 60 such shares (30% / 50% x 100 shares) and the Investor Other Stockholder would be entitled to sell 40 such shares (20% / 50% x 100 shares). The Original Each Transferring Stockholder shall use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investor Other Stockholders in any contemplated Transfer and to the inclusion of the Warrant and the Preferred Stock in the contemplated Transfer, and the Original no Transferring Stockholder shall not transfer any of its Stockholder Shares to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Investor or Other Stockholders. Each Stockholder transferring Stockholder Shares pursuant to this paragraph 7E(ii) shall pay its pro rata share (based on the inclusion of the Warrant and/or the Preferred Stock. If any portion of the Warrant is included in any Transfer number of Stockholder Shares under this subparagraph 4(b), to be sold) of the purchase price for expenses incurred by the Warrant holders of Stockholder Shares in connection with such transfer and shall be equal obligated to join on a pro rata basis (based on the number of shares of capital stock to be sold) in any indemnification or other obligations that the Transferring Stockholder agrees to provide in connection with such transfer (other than any such obligations that relate specifically to a particular holder of Stockholder Shares such as indemnification with respect to representations and warranties given by a holder of Stockholder Shares regarding such holder's title to and ownership of Stockholder Shares; provided that no holder shall be obligated in connection with such Transfer to agree to indemnify or hold harmless the transferees with respect to an amount in excess of the net cash proceeds paid to such holder in connection with such Transfer). In the event any Transfer by MDCP of shares of capital stock of the Company gives any Person participation rights similar to those set forth in this paragraph 7E under any agreement entered into prior to the full purchase price determined hereunder for date hereof by and between the Stockholder Company, MDCP and such other Person, each Purchaser acknowledges and agrees that such participation rights shall reduce (pro-rata based upon the number of Stockholders Shares covered by held) the portion number of shares of capital stock of the Warrant Company otherwise to be transferred.Transferred by such Purchaser in accordance with the provisions of this paragraph 7E.

Participation Rights. (i) At least 30 days prior to any Transfer of shares of any class of Company Stock by any Spectrum Group Stockholder Shares by the Original Stockholder for value (other than pursuant to a Public Sale Spectrum Exempt Transfer or an Exempt Approved Sale), the Original Stockholder shall transferring member of the Spectrum Group Stockholders will deliver a written notice (the "“Sale Notice"”) to the Company and the InvestorInvestor Stockholders (excluding the Spectrum Group Stockholders), specifying in reasonable detail the identity of the prospective transferee(s), ) (the number of shares to be transferred “Proposed Purchaser”) and the terms and conditions of the Transfer. The Notwithstanding the restrictions contained in this Section 2, any or all of the Investor Stockholders (excluding for purposes hereof the Spectrum Group Stockholders) may elect to participate in the contemplated Transfer at the same price per share (whether voting or non-voting stock) and on the same terms by delivering written notice (a “Tag-Along Notice”) to the Original transferring Spectrum Group Stockholder within 30 10 days after delivery of the Sale Notice. If no Tag-Along Notice is received by such Spectrum Group Stockholder within such 10 day period, then such Investor Stockholders shall have no right to participate in the Transfer, and such Spectrum Group Stockholder shall have the right for a six-month period to transfer to the Proposed Purchaser up to the number of shares of Company Stock stated in the Sale Notice, on terms and conditions no move favorable to the Spectrum Group Stockholder than those stated in the Sale Notice. If any Investor has Stockholders (other than the Spectrum Group Stockholders) have elected to participate in such Transfer, each of the Original Stockholder transferring Spectrum Group Stockholders and the such participating Investor shall Stockholders will be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Stockholder Shares shares of such class of Company Stock equal to the product of (iA) the quotient determined by dividing the percentage number of Stockholder Shares shares of such class of Company Stock owned by such Person person (calculated on a Fully Diluted Basis) by the aggregate percentage number of Stockholder Shares shares of such class of Company Stock owned by the Original Stockholder transferring Spectrum Group Stockholders and the Investor Other Stockholders (each calculated on a Fully Diluted Basis) participating in such sale and (iiB) the number of Stockholder Shares shares of such class of Company Stock to be sold in the contemplated Transfer. Notwithstanding the foregoing, in the event that the transferring Spectrum Group Stockholder(s) intend to Transfer shares of more than one class of Company Stock, then such Investor Stockholders participating in such Transfer shall be required to sell in the contemplated Transfer a pro rata portion of shares of all such classes of Company Stock (to the extent such participating Investor Stockholders own any shares of such other classes of Company Stock), which portion shall be determined in the manner set forth immediately above. For exampleexample (by way of illustration only), if the Sale Notice contemplated a sale of 100 Stockholder Shares shares of Company Stock by the Original transferring Spectrum Group Stockholder, and if the Original transferring Spectrum Group Stockholder at such time owns 30% of all Stockholder Shares the Company Stock and if the only one Investor Stockholder elects to participate and owns 20% of all Stockholder Sharesthe Company Stock, the Original transferring Spectrum Group Stockholder would be entitled to sell 60 shares (30% / ÷ 50% x 100 shares) and the such Investor Stockholder would be entitled to sell 40 shares (20% / ÷ 50% x 100 shares). The Original Stockholder shall use best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investor in any contemplated Transfer and to the inclusion of the Warrant and the Preferred Stock in the contemplated Transfer, and the Original Stockholder shall not transfer any of its Stockholder Shares to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Investor or the inclusion of the Warrant and/or the Preferred Stock. If any portion of the Warrant is included in any Transfer of Stockholder Shares under this subparagraph 4(b), the purchase price for the Warrant shall be equal to the full purchase price determined hereunder for the Stockholder Shares covered by the portion of the Warrant to be transferred.

Participation Rights. At In the event of a Transfer of Securities by any Investor (the "Transferring Investor"), at least 30 days prior to any such Transfer of Stockholder Shares by the Original Stockholder (other than a Public Sale or an Exempt Sale), the Original Stockholder shall such Transferring Investor will deliver a written notice (the "Sale Notice") to the Company and the Investorother Stockholders (the "Other Stockholders") if such Transferring Investor is transferring Stockholder Shares or to the Partnership and the other Partners (the "Other Partners") if such Transferring Investor is transferring Partnership Securities, specifying in reasonable detail the identity of the prospective transferee(s), the number of shares Securities to be transferred sold and the terms and conditions of the Transfer. The Investor In the event that the Other Stockholders or Other Partners (as the case may be) hold the type of Securities which are to be transferred, they may elect to participate in the contemplated Transfer at the same price per share (whether voting or non-voting stock) and on the same terms by delivering written notice to the Original Stockholder such Transferring Investor within 30 days after delivery of the Sale Notice. If the Investor any Other Stockholder or Other Partner has elected to participate in such Transfer, the Original each of such Transferring Investor and each such Other Stockholder and the Investor shall or Other Partner will be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Stockholder Shares Securities equal to the product of (i) the quotient determined by dividing the percentage of Stockholder Shares owned such Securities held by such Person person or entity by the aggregate percentage of Stockholder Shares such Securities owned by the Original Stockholder such Transferring Investor and the Investor Other Stockholders and/or Other Partners participating in such sale and (ii) the number of Stockholder Shares such Securities to be sold in the contemplated Transfer. For example, if the Sale Notice contemplated a sale of 100 Stockholder Shares by the Original Stockholdera Transferring Investor, and if the Original Stockholder such Transferring Investor at such time owns 30% of all Stockholder Shares and if the Investor one Other Stockholder elects to participate and owns 20% of all Stockholder Shares, the Original Stockholder would be entitled to sell 60 shares (30% / 50% x 100 shares) and the A Transferring Investor would be entitled to sell 40 shares (20% / 50% x 100 shares). The Original Stockholder shall use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investor Other Stockholders and/or Other Partners in any contemplated Transfer and to the inclusion of the Warrant and the Preferred Stock in the contemplated Transfer, and notwithstanding any provision herein to the Original Stockholder shall contrary, in the event that the prospective transferees do not allow such participation, such Transferring Investor may not transfer any of its Stockholder Shares Securities to any prospective transferee if such the prospective transferee(s) declines to allow the participation of the Investor or the inclusion of the Warrant and/or the Preferred Stock. If any portion of the Warrant is included in any Transfer of Stockholder Shares under this subparagraph 4(b), the purchase price for the Warrant shall be equal to the full purchase price determined hereunder for the Stockholder Shares covered by the portion of the Warrant to be transferred.

Participation Rights. At least Not less than 30 days prior to any Transfer proposed transfer of Stockholder Shares Common Stock by the Original Stockholder KCSN Acquisition Company, L.P., a Delaware limited partnership (other than a Public Sale or an Exempt Sale"KCSN"), the Original or any Affiliate of KCSN (each, a "Stockholder"), such transferring Stockholder shall deliver to the holders of Warrants or Warrant Shares a written notice (the "Sale Notice") to the Company and the Investor, specifying in reasonable detail the identity of the prospective proposed transferee(s), the number of shares to be transferred ) and the terms and conditions of the Transferproposed transfer. The Investor Each holder of Warrant Shares may elect to participate in the contemplated Transfer at the same price per share (whether voting or non-voting stock) and on the same terms proposed transfer by delivering to the transferring Stockholder a written notice to of such election within the Original Stockholder within 30 days after 20-day period following delivery of the Sale Notice. If the Investor has elected any holders of Warrant Shares elect to participate in such Transfertransfer, the Original transferring Stockholder and the Investor shall each such participating holder of Warrant Shares will be entitled to sell in the contemplated Transfersuch proposed transfer, at the same price and on the same terms, a number of Stockholder Shares shares of Common Stock equal to the product of (i) the quotient determined by dividing the percentage of the Common Stock then held by the transferring Stockholder Shares owned by or such Person participating holder of Warrant Shares, as the case may be, by the aggregate percentage of Stockholder Shares owned the Common Stock then held by the Original transferring Stockholder and the Investor and all participating holders of Common Stock (including those participating outside of this Section 21), multiplied by (ii) the number of Stockholder Shares shares of Common Stock to be sold in the contemplated Transfersuch proposed transfer. For examplepurposes of this Section 21(a), if each participating holder of Common Stock shall be deemed to hold all shares of Common Stock acquirable pursuant to the Sale Notice contemplated a sale exercise of 100 Stockholder Shares options to purchase shares of Common Stock granted pursuant to the Company's 1997 Stock Option Plan ("Options") that are exercisable by the Original Stockholder, and if holder thereof on the Original Stockholder at date of determination or the conversion of the 8.0% Convertible Subordinated Notes (the "Notes") then held by such time owns 30% of all Stockholder Shares and if the Investor elects to participate and owns 20% of all Stockholder Shares, the Original Stockholder would be entitled to sell 60 shares (30% / 50% x 100 shares) and the Investor would be entitled to sell 40 shares (20% / 50% x 100 shares)holder. The Original Stockholder holders of Common Stock shall use best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investor in any contemplated Transfer and to the inclusion of the Warrant and the Preferred Stock in the contemplated Transfer, and the Original Stockholder shall not transfer any of its Stockholder Shares to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Investor or the inclusion of the Warrant and/or the Preferred Stock. If any pay a pro rata portion of the Warrant is included in any Transfer transaction expenses associated with such transfer. This Section 21(a) shall not apply to transfers to Affiliates of Stockholder Shares under this subparagraph 4(b), the purchase price for the Warrant KCSN (provided that such Affiliates shall continue to be equal to the full purchase price determined hereunder for the Stockholder Shares covered bound by the portion terms of the Warrant to be transferredStockholders Agreement).

Participation Rights. At (i) Except as otherwise specifically set forth in this Agreement, at least 30 thirty (30) days prior to any Transfer of Stockholder Shares shares of any class of Capital Stock by any member of the Original Stockholder Xxxx Group or the SXI Group (the "Transferring ------------ Shareholder") (other than a Public Sale Transfer among the members of the Xxxx Group or ----------- their Affiliates, among the members of the SXI Group or their Affiliates or to an Exempt Saleemployee or director of the Company or its Subsidiaries), the Original Stockholder shall Transferring Shareholder will deliver a written notice (the "Sale Notice") to the Company and ----------- the Investorother Shareholders (the "Other Shareholders"), specifying in reasonable ------------------ detail the identity of the prospective transferee(s), the number of shares to be transferred ) and the terms and conditions of the Transfer. The Investor Notwithstanding the restrictions contained in this Section 1, any or all of the Other Shareholders may elect to participate in the contemplated Transfer at the same price per share (whether voting or non-voting stock) and on the same terms by delivering written notice to the Original Stockholder Transferring Shareholder within 30 ten (10) days after delivery of the Sale Notice. If the Investor any Other Shareholder has elected to participate in such TransferTransfer (each such Other Shareholder, a "Participating Shareholder"), each of the Original Stockholder Transferring ------------------------- Shareholder and the Investor shall Participating Shareholders will be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Stockholder Shares shares of such class of Capital Stock equal to the product of (iA) the quotient determined by dividing the percentage number of Stockholder Shares shares of such class of Capital Stock owned by such Person Participating Shareholder by the aggregate percentage number of Stockholder Shares shares of such class of Capital Stock owned by the Original Stockholder Transferring Shareholder and the Investor all Participating Shareholders and (iiB) the number of Stockholder Shares shares of such class of Capital Stock to be sold in the contemplated Transfer. Notwithstanding the foregoing, in the event that the Transferring Shareholder intends to Transfer shares of more than one class of Capital Stock, the Participating Shareholders shall be required to sell in the contemplated Transfer a pro rata portion of shares of all such classes of Capital Stock (to the extent the Participating Shareholders own any shares of such other classes of Capital Stock), which portion shall be determined in the manner set forth in the immediately preceding sentence. For exampleexample (by way of illustration only), if the Sale ----------------------------------------- Notice contemplated a sale of 100 Stockholder Shares shares of Class A Common by the Original StockholderTransferring Shareholder, and if the Original Stockholder Transferring Shareholder at such time owns 30% of all Stockholder Shares the Class A Common and if the Investor one Participating Shareholder elects to participate and owns 20% of the Class A Common (and all Stockholder Sharesother Shareholders choose not to participate), then the Original Stockholder Transferring Shareholder would be entitled to sell 60 shares (30% / 50% x 100 shares) and the Investor Participating Shareholder would be entitled to sell 40 shares (20% / 50% x 100 shares). The Original Stockholder shall use best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investor in any contemplated Transfer and to the inclusion of the Warrant and the Preferred Stock in the contemplated Transfer, and the Original Stockholder shall not transfer any of its Stockholder Shares to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Investor or the inclusion of the Warrant and/or the Preferred Stock. If any portion of the Warrant is included in any Transfer of Stockholder Shares under this subparagraph 4(b), the purchase price for the Warrant shall be equal to the full purchase price determined hereunder for the Stockholder Shares covered by the portion of the Warrant to be transferred.

Participation Rights. At least 30 days prior to any Transfer of Stockholder Shares any Covered Securities by any Securityholder which, together with its Permitted Transferees, holds at least the Original Stockholder Threshold Amount of a class of Covered Securities as of immediately prior to such Transfer (a "Significant Securityholder") (other than (i) pursuant to a Public Sale or an Exempt Sale(ii) a Transfer pursuant to Section 3(c) or Section 5 hereof), the Original Stockholder shall transferring Significant Securityholder will deliver a written notice (the "Sale Notice") to the Company and the Investorother Securityholders (the "Other Securityholders"), specifying in reasonable detail the identity of the prospective transferee(s), the number of shares Covered Securities to be transferred sold and the terms and conditions of the Transfer. The Investor In the event that the Other Securityholders hold (x) the class of Covered Securities which are to be transferred, (y) securities convertible, exchangeable or exercisable for the class of Covered Securities which are to be transferred, or (z) securities into which the class of Covered Securities which are to be transferred are convertible, exchangeable or exercisable, they may elect to participate in the contemplated Transfer at the same price per share (whether voting or non-voting stock) and on the same terms by delivering written notice to the Original Stockholder transferring Significant Securityholder within 30 15 days after delivery of the Sale Notice. If the Investor has any Other Securityholders have elected to participate in such TransferTransfer ("Participating Securityholders"), the Original Stockholder transferring Significant Securityholder and the Investor shall each Participating Securityholder will be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Stockholder Shares Covered Securities of such class (other than Unvested Units (as such term is defined in the Executives' Equity Participation Agreements), or securities convertible, exchangeable or exercisable for Covered Securities of such class (or securities into which such class of Covered Securities are convertible, exchangeable or exercisable), equal to the product of (i) the quotient determined by dividing the percentage number of Stockholder Shares owned Covered Securities of such class (other than Unvested Units) and securities convertible, exchangeable or exercisable for Covered Securities of such class (or securities into which such class of Covered Securities are convertible, exchangeable or exercisable) held by such Person by the aggregate percentage number of Stockholder Shares Covered Securities of such class (other than Unvested Units) and securities convertible, exchangeable or exercisable for Covered Securities of such class (or securities into which such class of Covered Securities are convertible, exchangeable or exercisable) owned by the Original Stockholder transferring Significant Securityholder and the Investor all Participating Securityholders and (ii) the number of Stockholder Shares Covered Securities of such class and securities convertible, exchangeable or exercisable for Covered Securities of such class (or securities into which such class of Covered Securities are convertible, exchangeable or exercisable) to be sold in the contemplated Transfer. For example, if Subject to the Sale Notice contemplated a sale remaining provisions of 100 Stockholder Shares by the Original Stockholder, and if the Original Stockholder at such time owns 30% of all Stockholder Shares and if the Investor elects to participate and owns 20% of all Stockholder Sharesthis Section 3(a), the Original Stockholder would be entitled to sell 60 shares (30% / 50% x 100 shares) and the Investor would be entitled to sell 40 shares (20% / 50% x 100 shares). The Original Stockholder transferring Significant Securityholder shall use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investor Participating Securityholders in any contemplated Transfer and to the inclusion of the Warrant and the Preferred Stock in the contemplated Transfer, and the Original Stockholder transferring Significant Securityholder shall not transfer Transfer any of its Stockholder Shares Covered Securities of such class to any prospective transferee if such the prospective transferee(s) declines unless (1) the prospective transferee(s) agrees to allow the participation of the Investor Participating Securityholders or (2) the inclusion transferring Significant Securityholder agrees to purchase the number of such class of Covered Securities from any Participating Securityholders which the Warrant and/or the Preferred StockParticipating Securityholders would have been entitled to sell pursuant to this Section 3(a). If any portion securities convertible, exchangeable or exercisable for Covered Securities of the Warrant is such class (or securities into which such class of Covered Securities are convertible, exchangeable or exercisable) are included in any Transfer of Stockholder Shares under this subparagraph 4(bSection 3(a), the purchase price for the Warrant such securities shall be equal to the full purchase price determined hereunder for the Stockholder Shares Covered Securities covered by the portion of the Warrant such securities to be transferred, adjusted by the aggregate exercise price for such units. Notwithstanding the foregoing, in the event that a prospective transferee of CSC Securities, other than shares of Class A Stock, is not willing to agree to the participation of a Participating Securityholder in any such Transfer for the reason that such Participating Securityholder proposes to transfer Class B Stock and, pursuant to the terms of the CSC Charter, the proposed Transfer would result in holders of the Class B Stock losing any voting rights to which holders of the Class B Stock are then entitled, then (i) the transferring Significant Securityholder shall have no further obligation either to endeavor to include such Class B Stock in the proposed Transfer or to purchase such Class B Stock from such Participating Security holder, (iii) the transferring Significant Securityholder shall not be precluded from transferring any of its Covered Securities by reason of the exclusion of such Class B Stock from the proposed Transfer, and (iii) such shares of Class B Stock shall be disregarded for purposes of determining the number of Covered Securities that such Participating Securityholder may sell in the contemplated Transfer. Each Securityholder transferring Covered Securities pursuant to this Section 3(a) shall pay his or its pro rata share (based on the number of Covered Securities to be sold) of the expenses incurred by the Securityholders in connection with such transfer and shall be obligated to join on a pro rata basis (based on the number of Covered Securities to be sold) in any indemnification or other obligations that the transferring Significant Securityholder agrees to provide in connection with such transfer (other than any such obligations that relate specifically to a particular Securityholder, such as indemnification with respect to representations and warranties given by a Securityholder regarding such Securityholder's title to, ownership of Covered Securities and, for such Securityholders that are not individuals, authority to enter into such agreement); provided, however, that no Investor shall be required to make a representation or warranty that any other Investor is not required to make.

Participation Rights. At least 30 days prior to any Transfer of Stockholder Shares any Covered Securities by any Securityholder which, together with its Permitted Transferees, holds at least the Original Stockholder Threshold Amount of a class of Covered Securities as of immediately prior to such Transfer (a “Significant Securityholder”) (other than (i) pursuant to a Public Sale or an Exempt Sale(ii) a Transfer pursuant to Section 3(c) or Section 5 hereof), the Original Stockholder shall transferring Significant Securityholder will deliver a written notice (the "“Sale Notice"”) to the Company and the Investorother Securityholders (the “Other Securityholders”), specifying in reasonable detail the identity of the prospective transferee(s), the number of shares Covered Securities to be transferred sold and the terms and conditions of the Transfer. The Investor In the event that the Other Securityholders hold (x) the class of Covered Securities which are to be transferred, (y) securities convertible, exchangeable or exercisable for the class of Covered Securities which are to be transferred, or (z) securities into which the class of Covered Securities which are to be transferred are convertible, exchangeable or exercisable, they may elect to participate in the contemplated Transfer at the same price per share (whether voting or non-voting stock) and on the same terms by delivering written notice to the Original Stockholder transferring Significant Securityholder within 30 15 days after delivery of the Sale Notice. If the Investor has any Other Securityholders have elected to participate in such TransferTransfer (“Participating Securityholders”), the Original Stockholder transferring Significant Securityholder and the Investor shall each Participating Securityholder will be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Stockholder Shares Covered Securities of such class (other than Unvested Units (as such term is defined in the Executives’ Equity Participation Agreements), or securities convertible, exchangeable or exercisable for Covered Securities of such class (or securities into which such class of Covered Securities are convertible, exchangeable or exercisable), equal to the product of (i) the quotient determined by dividing the percentage number of Stockholder Shares owned Covered Securities of such class (other than Unvested Units) and securities convertible, exchangeable or exercisable for Covered Securities of such class (or securities into which such class of Covered Securities are convertible, exchangeable or exercisable) held by such Person by the aggregate percentage number of Stockholder Shares Covered Securities of such class (other than Unvested Units) and securities convertible, exchangeable or exercisable for Covered Securities of such class (or securities into which such class of Covered Securities are convertible, exchangeable or exercisable) owned by the Original Stockholder transferring Significant Securityholder and the Investor all Participating Securityholders and (ii) the number of Stockholder Shares Covered Securities of such class and securities convertible, exchangeable or exercisable for Covered Securities of such class (or securities into which such class of Covered Securities are convertible, exchangeable or exercisable) to be sold in the contemplated Transfer. For example, if Subject to the Sale Notice contemplated a sale remaining provisions of 100 Stockholder Shares by the Original Stockholder, and if the Original Stockholder at such time owns 30% of all Stockholder Shares and if the Investor elects to participate and owns 20% of all Stockholder Sharesthis Section 3(a), the Original Stockholder would be entitled to sell 60 shares (30% / 50% x 100 shares) and the Investor would be entitled to sell 40 shares (20% / 50% x 100 shares). The Original Stockholder transferring Significant Securityholder shall use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investor Participating Securityholders in any contemplated Transfer and to the inclusion of the Warrant and the Preferred Stock in the contemplated Transfer, and the Original Stockholder transferring Significant Securityholder shall not transfer Transfer any of its Stockholder Shares Covered Securities of such class to any prospective transferee if such the prospective transferee(s) declines unless (1) the prospective transferee(s) agrees to allow the participation of the Investor Participating Securityholders or (2) the inclusion transferring Significant Securityholder agrees to purchase the number of such class of Covered Securities from any Participating Securityholders which the Warrant and/or the Preferred StockParticipating Securityholders would have been entitled to sell pursuant to this Section 3(a). If any portion securities convertible, exchangeable or exercisable for Covered Securities of the Warrant is such class (or securities into which such class of Covered Securities are convertible, exchangeable or exercisable) are included in any Transfer of Stockholder Shares under this subparagraph 4(bSection 3(a), the purchase price for the Warrant such securities shall be equal to the full purchase price determined hereunder for the Stockholder Shares Covered Securities covered by the portion of the Warrant such securities to be transferred, adjusted by the aggregate exercise price for such units. Notwithstanding the foregoing, in the event that a prospective transferee of CSC Securities, other than shares of Class A Stock, is not willing to agree to the participation of a Participating Securityholder in any such Transfer for the reason that such Participating Securityholder proposes to transfer Class B Stock and, pursuant to the terms of the CSC Charter, the proposed Transfer would result in holders of the Class B Stock losing any voting rights to which holders of the Class B Stock are then entitled, then (i) the transferring Significant Securityholder shall have no further obligation either to endeavor to include such Class B Stock in the proposed Transfer or to purchase such Class B Stock from such Participating Security holder, (iii) the transferring Significant Securityholder shall not be precluded from transferring any of its Covered Securities by reason of the exclusion of such Class B Stock from the proposed Transfer, and (iii) such shares of Class B Stock shall be disregarded for purposes of determining the number of Covered Securities that such Participating Securityholder may sell in the contemplated Transfer. Each Securityholder transferring Covered Securities pursuant to this Section 3(a) shall pay his or its pro rata share (based on the number of Covered Securities to be sold) of the expenses incurred by the Securityholders in connection with such transfer and shall be obligated to join on a pro rata basis (based on the number of Covered Securities to be sold) in any indemnification or other obligations that the transferring Significant Securityholder agrees to provide in connection with such transfer (other than any such obligations that relate specifically to a particular Securityholder, such as indemnification with respect to representations and warranties given by a Securityholder regarding such Securityholder’s title to, ownership of Covered Securities and, for such Securityholders that are not individuals, authority to enter into such agreement); provided, however, that no Investor shall be required to make a representation or warranty that any other Investor is not required to make.

Participation Rights. No Sponsor Stockholder may make any Co-Sale Transfer or Series A Co-Sale Transfer of Securities pursuant to subclause (c)(iv) of Section 2.1 unless such Sponsor Shareholder complies with the provisions of this Section 2.2. At least 30 days prior to any Transfer of Stockholder Shares by such Co-Sale Transfer, the Original transferring Stockholder (other than a Public Sale or an Exempt Sale), the Original Stockholder shall "Transferring Stockholder") will deliver a written notice (the "Sale Offer Notice") to the Company and to each of the Investor, specifying other Stockholders. The Offer Notice will disclose in reasonable detail the identity proposed number of Securities to be transferred, the prospective transferee(sclass or classes of such Securities, the proposed price (including the Class B Price Per Share), the number of shares to be transferred and the terms and conditions of the TransferTransfer and the identity of the transferee. The Investor Each of the other Stockholders may elect to participate in the contemplated Transfer at the same price per share (whether voting or non-voting stock) and on the same terms sale by delivering written notice to the Original Transferring Stockholder within 30 days after delivery of the Sale Offer Notice. If the Investor has elected any of such other Stockholders elects to participate in such Transfersale (the "Participating Stockholders"), each of the Original Transferring Stockholder and the Investor shall Participating Stockholders will be entitled to sell in the contemplated Transfersale, at the same price and on the same termsClass B Price Per Share, a number of Stockholder Shares Eligible Securities that constitute, or are convertible into, the number of shares of Class B Common Stock equal to the product of (i) the quotient determined by dividing fraction, the percentage numerator of Stockholder Shares owned which is the sum of the number of Eligible Co-Sale Securities (on a fully-diluted basis) held by such Person by Person, and the denominator of which is the aggregate percentage number of Stockholder Shares Eligible Co-Sale Securities (on a fully-diluted basis) owned by the Original Transferring Stockholder and the Investor and Participating Stockholders, multiplied by (ii) the number of Stockholder Shares Eligible Co-Sale Securities (on a fully-diluted basis) to be sold in the contemplated Transfersale. For example, if the Sale Notice notice from the Transferring Stockholder contemplated a sale of 100 Stockholder Shares shares of Series A Preferred Stock by the Original Transferring Stockholder, and if the Original Transferring Stockholder at such time owns 30% 300 shares of all Stockholder Shares Series A Preferred Stock and each share of Series A Preferred Stock at such time is convertible into one share of Class B-1 Common Stock, and if the Investor one Participating Stockholder elects to participate in such sale and such Participating Stockholder owns 20% 100 shares of all Stockholder SharesClass A Common Stock which constitute Eligible Securities and each share of Class A Common Stock at such time is convertible into one share of Class B-1 Common Stock, the Original such Transferring Stockholder would be entitled to sell 60 75 shares of Series A Preferred Stock (30% / 50% convertible into 75 shares of Class B-1 Common Stock) (300/400 x 100 shares) and the Investor such Participating Stockholder would be entitled to sell 40 25 shares of Class A Common Stock (20% / 50% convertible into 25 shares of Class B-1 Common Stock) (100/400 x 100 shares). The Original Transferring Stockholder shall will use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investor Participating Stockholders in any contemplated Transfer sale and to the inclusion of the Warrant and the Preferred Stock in the contemplated Transfer, and the Original Stockholder shall will not transfer any of its Stockholder Shares Eligible Securities to any the prospective transferee transferee(s) if such the prospective transferee(s) declines to allow the participation of the Investor or Participating Stockholders on the inclusion terms specified herein. In addition, at least 30 days prior to any such Series A Co-Sale Transfer, the transferring Stockholder (the "Transferring Series A Stockholder") will deliver a written notice (the "Series A Offer Notice") to the Company and to each of the Warrant and/or the other holders of Series A Preferred Stock. The Series A Offer Notice will disclose in reasonable detail the proposed number of shares of Series A Preferred Stock to be transferred, the proposed price, terms and conditions of the Transfer and the identity of the transferee. Each of the other holders of Series A Preferred Stock may elect to participate in the contemplated sale by delivering written notice to the Transferring Series A Stockholder within 30 days after delivery of the Series A Offer Notice. If any portion of such other holders of Series A Preferred Stock elects to participate in such sale (the "Participating Series A Stockholders"), each of the Warrant is included Transferring Series A Stockholder and the Participating Series A Stockholders will be entitled to sell in any Transfer the contemplated sale a number of Stockholder Shares under this subparagraph 4(b), the purchase price for the Warrant shall be shares of Series A Preferred Stock equal to the full purchase price determined hereunder for product of (i) the Stockholder Shares covered fraction, the numerator of which is the sum of the number of shares of Series A Preferred Stock held by such Person, and the denominator of which is the aggregate number of shares of Series A Preferred Stock owned by the portion Transferring Series A Stockholder and the Participating Series A Stockholders, multiplied by (ii) the number of shares of Series A Preferred Stock to be sold in the contemplated sale. The Transferring Series A Stockholder will use its best efforts to obtain the agreement of the Warrant prospective transferee(s) to be transferredthe participation of the Participating Series A Stockholders in any contemplated sale and will not transfer any of its shares of Series A Preferred Stock to the prospective transferee(s) if the prospective transferee(s) declines to allow the participation of the Participating Series A Stockholders on the terms specified herein.