Common use of Required Actions Clause in Contracts

Required Actions. In connection with any Approved Drag-Along Sale, each holder of Shares, Options, Warrants or Convertible Securities will: (a) cast all votes to which such holder is entitled in respect of the Shares (or other securities), whether at any annual or special meeting, by written consent or otherwise, in such manner as may be requested by the Drag-Along Initiating Sellers to approve any sale, recapitalization, merger, consolidation, amalgamation, reorganization or any other transaction or series of transactions involving the Corporation or its subsidiaries (or all or a substantial portion of their respective assets or of the Shares, Options, Warrants or Convertible Securities) in connection with, or in furtherance of, the exercise by any Investors of their rights under this Section 4.3; and (b) waive all dissenter’s rights, appraisal rights and similar rights applicable to any such transactions. If the Approved Drag-Along Sale is structured as a sale of shares, each holder of Common Shares will agree to sell, and will sell, all of its Common Shares and rights to acquire Common Shares on the terms and conditions so approved by the Drag-Along Initiating Sellers; and, if and to the extent requested by the Drag-Along Initiating Sellers, the holders of Options, Warrants or Convertible Securities will Sell such securities as contemplated by Section 4.4.4. In furtherance of the foregoing, (a) each holder of Shares, Options, Warrants and Convertible Securities will take all actions (including executing the applicable purchase agreement and other documents) reasonably requested by the Drag-Along Initiating Sellers in connection with the consummation of the Approved Drag-Along Sale and (b) each holder of Shares, Options, Warrants or Convertible Securities will make such representations and warranties, provide such indemnities and enter into such other obligations (in each case subject to Section 4.4.2 below) as the Drag-Along Initiating Sellers may specify (but only to the extent the Drag-Along Initiating Sellers are similarly obligated) in connection with such Approved Drag-Along Sale. Each holder of Shares will also take such actions as may be required to cause the members of the Board (or members of the board of any subsidiary of the corporation) to approve and take all actions necessary to permit consummation of an Approved Drag-Along Sale to be effected in accordance with this Section 4.3, however structured (including replacing such members, if necessary).

Required Actions. In connection with any If the Approved Drag-Along SaleSale is structured as (i) a merger or consolidation, each holder of Shares, Options, Warrants Stockholder Shares shall vote its Stockholder Shares to approve such merger or Convertible Securities will: (a) cast all votes to which such holder is entitled in respect of the Shares (or other securities)consolidation, whether at any annual or special meeting, by written consent or otherwise, in such manner at a stockholders meeting (as may be requested by the Drag-Along Initiating Sellers to approve any saleDragging Holder(s)), recapitalization, merger, consolidation, amalgamation, reorganization or any other transaction or series of transactions involving the Corporation or its subsidiaries (or all or a substantial portion of their respective assets or of the Shares, Options, Warrants or Convertible Securities) in connection with, or in furtherance of, the exercise by any Investors of their rights under this Section 4.3; and (b) waive all dissenter’s rights, appraisal rights and similar rights applicable to any in connection with such transactions. If the Approved Drag-Along Sale is structured as merger or consolidation, (ii) a sale of sharesstock, each holder of Common Stockholder Shares will shall agree to sell, and will shall sell, all of its Common Stockholder Shares and rights to acquire Common Stockholder Shares on the terms and conditions so approved approved, or (iii) a sale of assets, each holder of Stockholder Shares shall vote its Stockholder Shares to approve such sale and any subsequent liquidation of the Company or other distribution of the proceeds therefrom, whether by the Drag-Along Initiating Sellers; and, if and to the extent written consent or at a stockholders meeting (as requested by the Drag-Along Initiating Sellers, the holders of Options, Warrants or Convertible Securities will Sell such securities as contemplated by Section 4.4.4Dragging Holder(s)). In furtherance of the foregoing, (a) each holder of Stockholder Shares will take, with respect to such holder’s Stockholder Shares, Options, Warrants and Convertible Securities will take all necessary or desirable actions (including executing the applicable purchase agreement and other documents) reasonably requested by the Drag-Along Initiating Sellers Dragging Holder(s) in connection with the consummation of the Approved Drag-Along Sale of the Company and (b) each holder of Stockholder Shares will make the same representations, warranties, indemnities and agreements as each other holder (subject to Sections 3B(1) and (2) below), including without limitation, voting to approve such transaction and executing the applicable purchase agreement. In any Approved Sale, (1) each holder of Stockholder Shares shall be obligated to make representations and warranties as to such holder’s title to and ownership of Stockholder Shares, Optionsauthorization, Warrants or Convertible Securities will make execution and delivery of relevant documents by such representations holder of Stockholder Shares, enforceability of relevant agreements against such holder of Stockholder Shares and warrantiesother matters relating to such holder of Stockholder Shares, provide such indemnities and to enter into covenants in respect of a Transfer of such other obligations (in each case subject to Section 4.4.2 below) as the Drag-Along Initiating Sellers may specify (but only to the extent the Drag-Along Initiating Sellers are similarly obligated) holder’s Stockholder Shares in connection with such Approved Drag-Along Sale. Each Sale and to enter into indemnification obligations with respect to the foregoing, in each case to the extent that each other holder of Stockholder Shares will also take such actions as may is similarly obligated; provided that no holder of Stockholder Shares shall be required obligated to cause enter into indemnification obligations with respect to any representations, warranties or covenants in the members nature of those described in this clause (1) to the extent relating to or in respect of any other holder of Stockholder Shares or any other holder’s Stockholder Shares, and (2) in no event shall any holder of Stockholder Shares be liable in respect of any indemnity obligations pursuant to any Approved Sale in an aggregate amount in excess of the Board (or members total consideration payable to such holder of the board of any subsidiary of the corporation) to approve and take all actions necessary to permit consummation of an Stockholder Shares in such Approved Drag-Along Sale to be effected in accordance with this Section 4.3, however structured (including replacing such members, if necessary)Sale.

Required Actions. In connection with any If the Approved Drag-Along SaleSale is structured as (i) a merger or consolidation, each holder of Shares, Options, Warrants Stockholder Shares shall vote its Stockholder Shares to approve such merger or Convertible Securities will: (a) cast all votes to which such holder is entitled in respect of the Shares (or other securities)consolidation, whether at any annual or special meeting, by written consent or otherwise, in such manner at a stockholders meeting (as may be requested by the Drag-Along Initiating Sellers to approve any saleMajority XX Xxxxxx), recapitalization, merger, consolidation, amalgamation, reorganization or any other transaction or series of transactions involving the Corporation or its subsidiaries (or all or a substantial portion of their respective assets or of the Shares, Options, Warrants or Convertible Securities) in connection with, or in furtherance of, the exercise by any Investors of their rights under this Section 4.3; and (b) waive all dissenter’s rights, appraisal rights and similar rights applicable to any in connection with such transactions. If the Approved Drag-Along Sale is structured as merger or consolidation, (ii) a sale of sharesstock, each holder of Common Stockholder Shares will shall agree to sell, and will shall sell, all of its Common Stockholder Shares and rights to acquire Common Stockholder Shares on the terms and conditions so approved approved, or (iii) a sale of assets, each holder of Stockholder Shares shall vote its Stockholder Shares to approve such sale and any subsequent liquidation of the Company or other distribution of the proceeds therefrom, whether by the Drag-Along Initiating Sellers; and, if and to the extent written consent or at a stockholders meeting (as requested by the Drag-Along Initiating Sellers, the holders of Options, Warrants or Convertible Securities will Sell such securities as contemplated by Section 4.4.4Majority XX Xxxxxx). In furtherance of the foregoing, (a) each holder of Stockholder Shares will take, with respect to such holder’s Stockholder Shares, Options, Warrants and Convertible Securities will take all necessary or desirable actions (including executing the applicable purchase agreement and other documents) reasonably requested by the Drag-Along Initiating Sellers holders of a majority of the WS Shares in connection with the consummation of the Approved Drag-Along Sale of the Company and (b) each holder of Stockholder Shares will make the same representations, warranties, indemnities and agreements as each other holder (subject to Sections 3C(ii) below), including without limitation, voting to approve such transaction and executing the applicable purchase agreement, except that (1) each holder of Stockholder Shares may be obligated to make representations and warranties as to such Stockholder’s title to and ownership of Stockholder Shares, Optionsauthorization, Warrants or Convertible Securities will make execution and delivery of relevant documents by such representations Stockholder, enforceability of relevant agreements against such Stockholder and warrantiesother matters relating to such Stockholder, provide such indemnities and to enter into covenants in respect of a Transfer of such other obligations (in each case subject to Section 4.4.2 below) as the Drag-Along Initiating Sellers may specify (but only to the extent the Drag-Along Initiating Sellers are similarly obligated) Stockholder’s Stockholder Shares in connection with such Approved Drag-Along Sale. Each holder of Shares will also take such actions as may Sale and to enter into indemnification obligations with respect to the foregoing, in each case to the extent that each other Stockholder is similarly obligated, but no Stockholder shall be required obligated to cause the members enter into indemnification obligations with respect to any of the Board foregoing in respect of any other Stockholder (other than a Related Stockholder to such Stockholder) or members such other Stockholder’s Stockholder Shares and (2) in no event shall any Stockholder be liable in respect of any indemnity obligations pursuant to any Approved Sale in an aggregate amount in excess of the board of any subsidiary of the corporation) total consideration payable to approve and take all actions necessary to permit consummation of an such Stockholder in such Approved Drag-Along Sale to be effected in accordance with this Section 4.3, however structured (including replacing such members, if necessary)Sale.

Required Actions. In connection with any If the Approved Drag-Along SaleSale is structured as (i) a merger or consolidation, each holder of Shares, Options, Warrants Stockholder Shares shall vote its Stockholder Shares to approve such merger or Convertible Securities will: (a) cast all votes to which such holder is entitled in respect of the Shares (or other securities)consolidation, whether at any annual or special meeting, by written consent or otherwise, in such manner at a stockholders meeting (as may be requested by the Drag-Along Initiating Sellers to approve any saleRequired Controlling Holder(s)), recapitalization, merger, consolidation, amalgamation, reorganization or any other transaction or series of transactions involving the Corporation or its subsidiaries (or all or a substantial portion of their respective assets or of the Shares, Options, Warrants or Convertible Securities) in connection with, or in furtherance of, the exercise by any Investors of their rights under this Section 4.3; and (b) waive all dissenter’s 's rights, appraisal rights and similar rights applicable to any in connection with such transactions. If the Approved Drag-Along Sale is structured as merger or consolidation, (ii) a sale of sharesstock, each holder of Common Stockholder Shares will shall agree to sell, and will shall sell, all of its Common Stockholder Shares and rights to acquire Common Stockholder Shares on the terms and conditions so approved by the Drag-Along Initiating Sellers; andRequired Controlling Holder(s), if or (iii) a sale of assets, each holder of Stockholder Shares shall vote its Stockholder Shares to approve such sale and to any subsequent liquidation of the extent Company or other distribution of the proceeds therefrom, whether by written consent or at a stockholders meeting (as requested by the Drag-Along Initiating Sellers, the holders of Options, Warrants or Convertible Securities will Sell such securities as contemplated by Section 4.4.4Required Controlling Holder(s)). In furtherance of the foregoing, (a) each holder of Shares, Options, Warrants and Convertible Securities will Stockholder Shares shall take all actions (including executing the applicable purchase agreement and other documents) reasonably requested by the Drag-Along Initiating Sellers Required Controlling Holder(s) in connection with the consummation of the Approved Drag-Along Sale and (b) each holder of Shares, Options, Warrants or Convertible Securities will Stockholder Shares shall make such representations and warranties, provide such indemnities and enter into such other obligations (in each case subject to Section 4.4.2 Sections 3B(1), (2), (3) and (4) below) as the Drag-Along Initiating Sellers Required Controlling Holder(s) may specify (but only to the extent the Drag-Along Initiating Sellers Required Controlling Holder(s) are similarly obligated) in connection with such Approved Drag-Along Sale (including, without limitation, voting to approve such transaction and executing the applicable purchase agreement and other agreements). In any Approved Sale. Each , (1) each holder of Stockholder Shares will also take shall be obligated to make representations and warranties as to such actions as may Stockholder's title to and ownership of Stockholder Shares, authorization, execution and delivery of relevant documents by such Stockholder, enforceability of relevant agreements against such Stockholder and other matters relating to such Stockholder, enter into covenants with respect to the Transfer and the delivery at the Closing of such Stockholder's Stockholder Shares in connection with such Approved Sale and enter into indemnification obligations with respect to the foregoing, in each case to the extent that the Required Controlling Holder(s) request that each other Stockholder be required similarly obligated (provided that no Stockholder shall be obligated to cause the members enter into indemnification obligations with respect to any of the Board foregoing to the extent relating to any other Stockholder or such other Stockholder's Stockholder Shares), (or members 2) in no event shall any Stockholder be liable in respect of any indemnity obligations pursuant to any Approved Sale in an aggregate amount in excess of the board of any subsidiary value of the corporationtotal consideration paid and/or payable to such Stockholder in connection with such Approved Sale, (3) appropriate contribution and indemnity arrangements among the Stockholders shall be executed in connection with any joint indemnity obligation of the Stockholders, so that such Stockholder is entitled to approve collect from the other Stockholders the excess of such Stockholder's indemnity obligations arising in connection with such Approved Sale over such Stockholder's pro rata portion of such indemnity obligations, and take all actions necessary (4) in no event shall any Stockholder be obligated to permit consummation of an enter into any post-closing non-compete covenant in connection with such Approved Drag-Along Sale to be effected Sale, in accordance with this Section 4.3, however structured (including replacing each case without such members, if necessary)Stockholder's prior written consent.

Required Actions. In connection with any If the Approved Drag-Along SaleSale is structured as (A) a merger or consolidation, each holder of Shares, Options, Warrants Stockholder Shares shall vote its Stockholder Shares to approve such merger or Convertible Securities will: (a) cast all votes to which such holder is entitled in respect of the Shares (or other securities)consolidation, whether at any annual or special meeting, by written consent or otherwise, in such manner at a stockholders meeting (as may be requested by the Drag-Along Initiating Sellers to approve any saleRequired Sponsors), recapitalization, merger, consolidation, amalgamation, reorganization or any other transaction or series of transactions involving the Corporation or its subsidiaries (or all or a substantial portion of their respective assets or of the Shares, Options, Warrants or Convertible Securities) in connection with, or in furtherance of, the exercise by any Investors of their rights under this Section 4.3; and (b) waive all dissenter’s 's rights, appraisal rights and similar rights applicable to any in connection with such transactions. If the Approved Drag-Along Sale is structured as merger or consolidation, (B) a sale of sharesstock, each holder of Common Stockholder Shares will shall agree to sell, and will shall sell, all of its Common Stockholder Shares and rights to acquire Common Stockholder Shares on the terms and conditions so approved approved, or (C) a sale of assets, each holder of Stockholder Shares shall vote its Stockholder Shares to approve such sale and any subsequent liquidation of the Company or other distribution of the proceeds therefrom, whether by the Drag-Along Initiating Sellers; and, if and to the extent written consent or at a stockholders meeting (as requested by the Drag-Along Initiating Sellers, the holders of Options, Warrants or Convertible Securities will Sell such securities as contemplated by Section 4.4.4Required Sponsors). In furtherance of the foregoing, (aI) each holder of Shares, Options, Warrants and Convertible Securities Stockholder Shares will take all necessary or desirable actions (including executing the applicable purchase agreement and other documents) reasonably requested by the Drag-Along Initiating Sellers Required Sponsors in connection with the consummation of the Approved Drag-Along Sale of the Company and (bII) each holder of Stockholder Shares will make the same representations, warranties, indemnities and agreements as each other holder (subject to SECTIONS 3B(i) and (ii) below), including without limitation, voting to approve such transaction and executing the applicable purchase agreement. In any Approved Sale, (i) each holder of Stockholder Shares shall be obligated to make representations and warranties as to such Stockholder's title to and ownership of Stockholder Shares, Optionsauthorization, Warrants or Convertible Securities will make execution and delivery of relevant documents by such representations Stockholder, enforceability of relevant agreements against such Stockholder and warrantiesother matters relating to such Stockholder, provide such indemnities and to enter into covenants in respect of a Transfer of such other obligations (in each case subject to Section 4.4.2 below) as the Drag-Along Initiating Sellers may specify (but only to the extent the Drag-Along Initiating Sellers are similarly obligated) Stockholder's Stockholder Shares in connection with such Approved Drag-Along Sale. Each holder of Shares will also take such actions as may Sale and to enter into indemnification obligations with respect to the foregoing, in each case to the extent that each other Stockholder is similarly obligated; PROVIDED that no Stockholder shall be required obligated to cause the members enter into indemnification obligations with respect to any of the Board foregoing to the extent relating to any other Stockholder or such other Stockholder's Stockholder Shares, and (or members ii) in no event shall any Stockholder be liable in respect of any indemnity obligations pursuant to any Approved Sale in an aggregate amount in excess of the board of any subsidiary of the corporation) total consideration payable to approve and take all actions necessary to permit consummation of an such Stockholder in such Approved Drag-Along Sale to be effected in accordance with this Section 4.3, however structured (including replacing such members, if necessary)Sale.

Required Actions. The Company shall, at the request of the underwriters in the case of a Public Offering or the Board or the Majority Founder Investors in the case of any other conversion, effect a conversion to corporate form and, in connection therewith, the Members and the Unitholders shall, at the request and under the direction of the Board and the Majority Founder Investors, take all actions necessary or desirable to effect such conversion (including, without limitation, whether by conversion to a subchapter C corporation, merger or consolidation into any entity, recapitalization or otherwise), giving effect to the same economic, voting and corporate governance provisions contained herein after taking into consideration the structure of the Company and its Subsidiaries, if any, and their respective securities (a “Corporate Conversion”). In connection with any Approved Drag-Along Salethe Corporate Conversion, each holder of Shares, Options, Warrants or Convertible Securities will: (a) cast all votes Units will be entitled to which receive a percentage of the shares of common stock of the corporate successor outstanding immediately following the Corporate Conversion equal to the percentage that such holder is entitled in respect of Units would have received of the Shares (or other securities), whether at any annual or special meeting, by written consent or otherwise, total amount distributed to all Unitholders had the Company liquidated and distributed such common stock in such manner as may be requested by accordance with Article XII on the Drag-Along Initiating Sellers to approve any sale, recapitalization, merger, consolidation, amalgamation, reorganization or any other transaction or series of transactions involving the Corporation or its subsidiaries (or all or a substantial portion of their respective assets or day of the Shares, Options, Warrants or Convertible Securities) in connection with, or in furtherance of, the exercise by any Investors of their rights under this Section 4.3; and Corporate Conversion (b) waive all dissenter’s rights, appraisal rights and similar rights applicable after giving effect to any such transactions. If the Approved Drag-Along Sale is structured payments as a sale of shares, each holder of Common Shares will agree to sell, and will sell, all of its Common Shares and rights to acquire Common Shares on the terms and conditions so approved by the Drag-Along Initiating Sellers; and, if and to the extent requested by the Drag-Along Initiating Sellers, the holders of Options, Warrants or Convertible Securities will Sell such securities as contemplated by Section 4.4.4. In furtherance result of the foregoingredemption (if any) of any Units). Each Unitholder hereby consents to such Corporate Conversion and agrees that it will, (a) each holder of Shares, Options, Warrants and Convertible Securities will take all actions (including executing the applicable purchase agreement and other documents) reasonably requested by the Drag-Along Initiating Sellers in connection with the consummation of the Approved Drag-Along Sale and (b) each holder of Shares, Options, Warrants or Convertible Securities will make such representations and warranties, provide such indemnities and enter into such other obligations (in each case subject to Section 4.4.2 below) as the Drag-Along Initiating Sellers may specify (but only to the extent the Drag-Along Initiating Sellers are similarly obligated) in connection with such Approved DragCorporate Conversion, consent to and raise no objections against the Corporate Conversion. In connection with such Corporate Conversion, each Unitholder hereby agrees to enter into (i) a securityholders agreement with the corporate successor and each other Unitholder on terms approved by the Founder Investors which contains restrictions on the Transfer of such capital stock and other provisions (including, without limitation, with respect to the governance and control of such corporate successor) in form and substance similar to the provisions and restrictions set forth herein (including, without limitation, in Article IX), (ii) an agreement with the corporate successor providing for the continued vesting of, and repurchase rights respecting, any capital stock issued in respect of Units that are not Vested Units in form and substance similar to the provisions and restrictions with respect to vesting and repurchase rights set forth herein, and (iii) a lock-Along Saleup agreement with the Company, the underwriters or any other Person in connection with a Public Offering in form and substance approved by the Founder Investors. Each holder of Shares will also take such actions as may be required to cause the members of the Board (or members of the board of any subsidiary of the corporation) to approve and take all actions necessary to permit consummation of an Approved Drag-Along Sale to be effected in accordance with this Section 4.3, however structured (including replacing such members, if necessary).[*] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION

Required Actions. In connection with any If the Approved Drag-Along SaleSale is structured as (A) a merger or consolidation, each holder of Shares, Options, Warrants or Convertible Securities will: (a) cast all votes to which such holder is entitled in respect of the Stockholder Shares (or other securities), whether at shall waive any annual or special meeting, by written consent or otherwise, in such manner as may be requested by the Drag-Along Initiating Sellers to approve any sale, recapitalization, merger, consolidation, amalgamation, reorganization or any other transaction or series of transactions involving the Corporation or its subsidiaries (or all or a substantial portion of their respective assets or of the Shares, Options, Warrants or Convertible Securities) in connection with, or in furtherance of, the exercise by any Investors of their rights under this Section 4.3; and (b) waive all dissenter’s 's rights, appraisal rights and or similar rights applicable to any in connection with such transactions. If the Approved Drag-Along Sale is structured as merger or consolidation, (B) a sale of sharesstock, each holder of Common Stockholder Shares will shall agree to sell, and will sell, sell all of its Common Stockholder Shares and rights to acquire Common Stockholder Shares on the terms and conditions so approved by approved, or (C) as a sale of assets, each holder of Stockholder Shares shall vote in favor of such sale and any subsequent liquidation of the Drag-Along Initiating Sellers; and, if and to Company or other distribution of the extent proceeds therefrom. Each holder of Stockholder Shares shall take all necessary or desirable actions in connection with the consummation of the Approved Sale reasonably requested by the Drag-Along Initiating Sellers, the holders of Options, Warrants or Convertible Securities will Sell such securities as contemplated by Section 4.4.4a majority of the WS Shares. In furtherance of the foregoing, (aI) each holder of Shares, Options, Warrants and Convertible Securities Stockholder Shares will take all necessary or desirable actions (including executing the applicable purchase agreement and other documents) reasonably requested by the Drag-Along Initiating Sellers holders of a majority of the WS Shares in connection with the consummation of the Approved Drag-Along Sale of the Company and (bII) each holder of Shares, Options, Warrants or Convertible Securities Stockholder Shares will make such representations and the same representations, warranties, provide such indemnities and enter into agreements as to each other holder, including without limitation, voting to approve such other obligations transaction and executing the applicable purchase agreement (in the "Company Reps"). In any Approved Sale, each case subject holder of Stockholder Shares shall not be required to Section 4.4.2 below) as the Drag-Along Initiating Sellers may specify (but only to the extent the Drag-Along Initiating Sellers are similarly obligated) make indemnification payments in connection with such any Approved Drag-Along Sale. Each holder of Shares will also take such actions as may be required to cause the members of the Board (or members of the board of any subsidiary of the corporation) to approve and take all actions necessary to permit consummation of an Approved Drag-Along Sale to be effected except pro rata in accordance with such holder's ownership of Common Stock (or, after payment of indemnification payments in an amount in excess of the net proceeds received in such Approved Sale in respect of Common Stock, pro rata in accordance with such holder's ownership of Preferred Stock or, after payment of indemnification payments in an amount in excess of the net proceeds received in such Approved Sale in respect of Preferred Stock, pro rata in accordance with such holder's ownership of Junior Notes), unless the applicable agreements relating to such Approved Sale require the other holders of such Stockholder Shares to indemnify such holder against, and hold such holder harmless from, amounts for which such holder may become liable in excess of the maximum amount contemplated by the first clause of this Section 4.3sentence; provided that the foregoing limitation shall not apply to any indemnity by a Stockholder for breach by such Stockholder of any representation or warranty relating solely to the authorization, however structured (including replacing execution or delivery by such membersStockholder of the relevant agreements or as to such Stockholder's ownership of securities sold by such Stockholder thereunder or for breach of any agreement by such Stockholder relating solely to its own conduct; and provided, if necessary)further that in no event shall any Stockholder be liable in respect of any indemnity obligations pursuant to any Approved Sale in an aggregate amount in excess of the total consideration payable to such Stockholder in such Approved Sale.

Required Actions. In connection with any If the Approved Drag-Along SaleSale is structured as (i) a merger or consolidation, each holder of Shares, Options, Warrants Stockholder Shares shall vote its Stockholder Shares to approve such merger or Convertible Securities will: (a) cast all votes to which such holder is entitled in respect of the Shares (or other securities)consolidation, whether at any annual or special meeting, by written consent or otherwise, in such manner at a stockholders meeting (as may be requested by the Drag-Along Initiating Sellers to approve any saleMajority XX Xxxxxx), recapitalization, merger, consolidation, amalgamation, reorganization or any other transaction or series of transactions involving the Corporation or its subsidiaries (or all or a substantial portion of their respective assets or of the Shares, Options, Warrants or Convertible Securities) in connection with, or in furtherance of, the exercise by any Investors of their rights under this Section 4.3; and (b) waive all dissenter’s 's rights, appraisal rights and similar rights applicable to any in connection with such transactions. If the Approved Drag-Along Sale is structured as merger or consolidation, (ii) a sale of sharesstock, each holder of Common Stockholder Shares will shall agree to sell, and will shall sell, all of its Common Stockholder Shares and rights to acquire Common Stockholder Shares on the terms and conditions so approved approved, or (iii) a sale of assets, each holder of Stockholder Shares shall vote its Stockholder Shares to approve such sale and any subsequent liquidation of the Company or other distribution of the proceeds therefrom, whether by the Drag-Along Initiating Sellers; and, if and to the extent written consent or at a stockholders meeting (as requested by the Drag-Along Initiating Sellers, the holders of Options, Warrants or Convertible Securities will Sell such securities as contemplated by Section 4.4.4Majority XX Xxxxxx). In furtherance of the foregoing, (a) each holder of Stockholder Shares will take, with respect to such holder's Stockholder Shares, Options, Warrants and Convertible Securities will take all necessary or desirable actions (including executing the applicable purchase agreement and other documents) reasonably requested by the Drag-Along Initiating Sellers holders of a majority of the WS Shares in connection with the consummation of the Approved Drag-Along Sale of the Company and (b) each holder of Stockholder Shares will make the same representations, warranties, indemnities and agreements as each other holder (subject to Sections 3C(ii) below), including without limitation, voting to approve such transaction and executing the applicable purchase agreement, except that (1) each holder of Stockholder Shares may be obligated to make representations and warranties as to such Stockholder's title to and ownership of Stockholder Shares, Optionsauthorization, Warrants or Convertible Securities will make execution and delivery of relevant documents by such representations Stockholder, enforceability of relevant agreements against such Stockholder and warrantiesother matters relating to such Stockholder, provide such indemnities and to enter into covenants in respect of a Transfer of such other obligations (in each case subject to Section 4.4.2 below) as the Drag-Along Initiating Sellers may specify (but only to the extent the Drag-Along Initiating Sellers are similarly obligated) Stockholder's Stockholder Shares in connection with such Approved Drag-Along Sale. Each holder of Shares will also take such actions as may Sale and to enter into indemnification obligations with respect to the foregoing, in each case to the extent that each other Stockholder is similarly obligated, but no Stockholder shall be required obligated to cause the members enter into indemnification obligations with respect to any of the Board foregoing in respect of any other Stockholder (other than a Related Stockholder to such Stockholder) or members such other Stockholder's Stockholder Shares and (2) in no event shall any Stockholder be liable in respect of any indemnity obligations pursuant to any Approved Sale in an aggregate amount in excess of the board of any subsidiary of the corporation) total consideration payable to approve and take all actions necessary to permit consummation of an such Stockholder in such Approved Drag-Along Sale to be effected in accordance with this Section 4.3, however structured (including replacing such members, if necessary)Sale.

Required Actions. In connection with any If the Approved Drag-Along SaleSale is structured as (A) a merger, amalgamation or scheme of arrangement, each holder of SharesInvestor Shares shall vote (at a shareholders' meeting which has been duly called or, Optionsif so requested by any 10% Investor, Warrants by written consent) all of his, her or Convertible Securities will: its Investor Shares (a) cast all votes to and any other voting securities of the Company over which such holder is entitled in respect Investor has voting control) to approve such merger, amalgamation or scheme of the Shares (or other securities)arrangement, whether at any annual or special meeting, by written consent or otherwiseat a shareholders' meeting, in such manner as may be requested by the Drag-Along Initiating Sellers to approve any sale, recapitalization, merger, consolidation, amalgamation, reorganization or any other transaction or series of transactions involving the Corporation or its subsidiaries (or all or a substantial portion of their respective assets or of the Shares, Options, Warrants or Convertible Securities) in connection with, or in furtherance of, the exercise by any Investors of their rights under this Section 4.3; and (b) waive all dissenter’s 's rights, appraisal rights and similar rights applicable to any in connection with such transactions. If the Approved Drag-Along Sale is structured as merger, amalgamation or scheme of arrangement, (B) a sale of shares, each holder of Common Investor Shares will shall agree to sell, and will shall sell, all of its Common Investor Shares and rights to acquire Common Investor Shares on the terms and conditions so approved by the Drag-Along Initiating Sellers; andapproved, or (C) a sale of assets, each holder of Investor Shares shall vote (at a shareholders' meeting which has been duly called or, if so requested by any 10% Investor, by written consent) all of his, her or its Investor Shares (and any other voting securities of the Company over which such Investor has voting control) to approve such sale and any subsequent liquidation of the extent Company or other distribution of the proceeds therefrom, whether by written consent or at a shareholders meeting, as requested by the Drag-Along Initiating Sellers, Board or Investor(s) holding a majority of the holders of Options, Warrants or Convertible Securities will Sell such securities as contemplated by Section 4.4.4Investor Shares. In furtherance of the foregoing, (aI) each holder of Shares, Options, Warrants and Convertible Securities Investor Shares will take all necessary or desirable actions (including executing the applicable purchase agreement and other documents) reasonably requested by the Drag-Along Initiating Sellers holder(s) of a majority of the Investor Shares in connection with the consummation of the Approved Drag-Along Sale of the Company and (bII) each holder of Shares, Options, Warrants or Convertible Securities Investor Shares will make such the same representations and warranties, provide such indemnities and enter into the same indemnities and agreements, as are made and entered into by holder(s) of a majority of the Investor Shares (subject to clauses (i) through (iv) below), including without limitation, voting to approve such transaction and executing the applicable purchase agreement. In any Approved Sale, (i) each holder of Investor Shares may be obligated to make representations and warranties as to such Investor's title to and ownership of Investor Shares, authorization, execution and delivery of relevant documents by such Investor, enforceability of relevant agreements against such Investor and other matters relating to such Investor and enter into covenants in respect of the Transfer of such Investor's Investor Shares in connection with such applicable sale (such representations and warranties and covenants, collectively, "Personal Obligations"), and enter into indemnification obligations (with respect to breach of any of the foregoing, in each case subject to Section 4.4.2 belowthe extent that each other Investor is similarly obligated; provided that no Investor shall be obligated to enter into indemnification obligations with respect to any of the foregoing to the extent relating to any other Investor or another Investor's Investor Shares, (ii) as no holder of Investor Shares shall be obligated to make any representations and warranties relating to the Drag-Along Initiating Sellers may specify (but business or capitalization of, or any other matter relating to, the Company and its Subsidiaries, other than Personal Obligations, unless such representations and warranties are made only to the extent the Drag-Along Initiating Sellers are similarly obligated) in connection with of such Approved Drag-Along Sale. Each holder's knowledge, provided that each holder of Investor Shares will also take such actions as may be required to cause enter into indemnification obligations in respect of representations and warranties by the members Company if any, or by another Investor relating to the business or capitalization of, or any other matter relating to, any of the Board Company and its Subsidiaries, (or members iii) in no event shall any Investor be liable in respect of any indemnity obligations pursuant to any Approved Sale in an aggregate amount in excess of the board total consideration payable to such Investor in such Approved Sale, and (iv) in no event shall any Investor be liable in respect of a portion of any subsidiary indemnity obligation of the corporationInvestors pursuant to any Approved Sale (other than indemnification in respect of such Investor's Personal Obligations) in excess of its Liquidating Share thereof. For purposes of the foregoing, an Investor's "Liquidating Share" of the amount of any liability shall be equal to approve and take all actions necessary the amount by which the aggregate consideration paid to permit such Investor upon the consummation of an the Approved Drag-Along Sale to be effected Sale, calculated in accordance with this Section 4.33C(i) below, however structured (including replacing would have been reduced had the aggregate consideration previously available for distribution to, and paid to, all Investors upon the consummation of the Approved Sale been reduced by the amount of such members, if necessary)liability.

Required Actions. In connection with any If the Approved Drag-Along SaleSale is structured as (A) a merger or consolidation, each holder of Shares, Options, Warrants Stockholder Shares shall vote its Stockholder Shares to approve such merger or Convertible Securities will: (a) cast all votes to which such holder is entitled in respect of the Shares (or other securities)consolidation, whether at any annual or special meeting, by written consent or otherwise, in such manner at a stockholders meeting (as may be requested by the Drag-Along Initiating Sellers to approve any saleMajority WS Holders), recapitalization, merger, consolidation, amalgamation, reorganization or any other transaction or series of transactions involving the Corporation or its subsidiaries (or all or a substantial portion of their respective assets or of the Shares, Options, Warrants or Convertible Securities) in connection with, or in furtherance of, the exercise by any Investors of their rights under this Section 4.3; and (b) waive all dissenter’s 's rights, appraisal rights and similar rights applicable to any in connection with such transactions. If the Approved Drag-Along Sale is structured as merger or consolidation, (B) a sale of sharesstock, each holder of Common Stockholder Shares will shall agree to sell, and will shall sell, all of its Common Stockholder Shares and rights to acquire Common Stockholder Shares on the terms and conditions so approved approved, or (C) a sale of assets, each holder of Stockholder Shares shall vote its Stockholder Shares to approve such sale and any subsequent liquidation of the Company or other distribution of the proceeds therefrom, whether by the Drag-Along Initiating Sellers; and, if and to the extent written consent or at a stockholders meeting (as requested by the Drag-Along Initiating Sellers, the holders of Options, Warrants or Convertible Securities will Sell such securities as contemplated by Section 4.4.4Majority WS Holders). In furtherance of the foregoing, (aI) each holder of Shares, Options, Warrants and Convertible Securities Stockholder Shares will take all necessary or desirable actions (including executing the applicable purchase agreement and other documents) reasonably requested by the Drag-Along Initiating Sellers holders of a majority of the WS Shares in connection with the consummation of the Approved Drag-Along Sale of the Company and (bII) each holder of Stockholder Shares will make the same representations, warranties, indemnities and agreements as each other holder (subject to Sections 3B(i) - (ii) below), including without limitation, voting to approve such transaction and executing the applicable purchase agreement. In any Approved Sale, (i) each holder of Stockholder Shares shall be obligated to make representations and warranties as to such Stockholder's title to and ownership of Stockholder Shares, Optionsauthorization, Warrants or Convertible Securities will make execution and delivery of relevant documents by such representations Stockholder, enforceability of relevant agreements against such Stockholder and warrantiesother matters relating to such Stockholder, provide such indemnities and to enter into covenants in respect of a Transfer of such other obligations (in each case subject to Section 4.4.2 below) as the Drag-Along Initiating Sellers may specify (but only to the extent the Drag-Along Initiating Sellers are similarly obligated) Stockholder's Stockholder Shares in connection with such Approved Drag-Along Sale. Each holder of Shares will also take such actions as may Sale and to enter into indemnification obligations with respect to the foregoing, in each case to the extent that each other Stockholder is similarly obligated; provided that no Stockholder shall be required obligated to cause the members enter into indemnification obligations with respect to any of the Board foregoing to the extent relating to any other Stockholder (other than a Related Stockholder to such Stockholder) or members such other Stockholder's Stockholder Shares, and (ii) in no event shall any Stockholder be liable in respect of any indemnity obligations pursuant to any Approved Sale in an aggregate amount in excess of the board of any subsidiary of the corporation) total consideration payable to approve and take all actions necessary to permit consummation of an such Stockholder in such Approved Drag-Along Sale to be effected in accordance with this Section 4.3, however structured (including replacing such members, if necessary)Sale.

Required Actions. In connection with any Approved Drag-Along SaleWithout limiting the obligation of the Investors under Section 5.3(a) hereof, each holder of Shares, Options, Warrants or Convertible Securities will: (a) cast all votes to which such holder is entitled in respect of the Shares (or other securities), whether at any annual or special meeting, by written consent or otherwise, in such manner as may be requested by the Drag-Along Initiating Sellers to approve any sale, recapitalization, merger, consolidation, amalgamation, reorganization or any other transaction or series of transactions involving the Corporation or its subsidiaries (or all or a substantial portion of their respective assets or of the Shares, Options, Warrants or Convertible Securities) in connection with, or in furtherance of, the exercise by any Investors of their rights under this Section 4.3; and (b) waive all dissenter’s rights, appraisal rights and similar rights applicable to any such transactions. If the Approved Drag-Along Sale is structured as a sale of shares, each holder of Common Shares will agree to sell, and will sell, all of its Common Shares and rights to acquire Common Shares on the terms and conditions so approved by the Drag-Along Initiating Sellers; and, if and to the extent requested by the Drag-Along Initiating Sellers, the holders of Options, Warrants or Convertible Securities will Sell such securities as contemplated by Section 4.4.4. In furtherance of the foregoing, (a) each holder of Shares, Options, Warrants and Convertible Securities will Investor shall take all necessary or desirable actions (including executing the applicable purchase agreement and other documents) reasonably requested by the Drag-Along Initiating Sellers GSC in connection with the consummation of the Approved Drag-Along Sale Sale, and (b) each holder of Shares, Options, Warrants or Convertible Securities will Investor shall make such the same representations and warranties, provide such indemnities and enter into the same purchase agreement, indemnities and other documents and agreements as are entered into or made by GSC in its capacity as a holder of shares the Common Stock (subject to clauses (i) through (iv) below). In any Approved Sale, (i) each Investor shall be obligated to make representations and warranties as to such Investor’s title to and ownership of Common Stock, authorization, execution and delivery of relevant documents by such Investor, enforceability of relevant agreements against such Investor and other matters relating to such Investor and the Company and enter into covenants in respect of the transfer of such Investor’s Common Stock or otherwise in connection with such applicable sale (such representations and warranties and covenants, collectively, “Personal Obligations”), and enter into indemnification obligations (with respect to breach of any of the foregoing, in each case subject to Section 4.4.2 belowthe extent that each other Investor is similarly obligated; provided, that no Investor shall be obligated to enter into indemnification obligations with respect to any of the foregoing to the extent relating to any other Investor or another Investor’s Common Stock, (ii) as no Investor will be obligated to make any representations and warranties relating to the Drag-Along Initiating Sellers may specify (but business or capitalization of, or any other matter relating to, the Company and its subsidiaries, other than Personal Obligations, unless such representations and warranties are made only to the extent of such Investor’s actual knowledge, provided that each Investor may be required to enter into indemnification obligations (which need not be limited to the Drag-Along Initiating Sellers knowledge of such Investor) in respect of covenants of the Company or representations and warranties made by the Company or the Investors as a group, if any, relating to the business, assets, financial condition, results of operations, prospects or capitalization of, or any other matter relating to, any of the Company and its subsidiaries, to the same extent that GSC in its capacity as an Investor enters into such indemnification obligations on a pro rata basis, (iii) unless required by the proposed purchaser, no Investor will be liable in respect of any indemnity obligations pursuant to any Approved Sale in an aggregate amount in excess of an amount equal to the product of the aggregate indemnification liability of all Investors as a group and such Investor’s percentage ownership of the Common Stock as of immediately prior to the effectiveness of such Approved Sale; however, if the proposed purchaser requires that the Investors be jointly and severally liable in respect of indemnification obligations to the proposed purchaser, the Investors shall enter into an indemnification and contribution agreement among themselves in order to give effect to such limitation on a several and proportionate basis, (iv) Investors shall not be obligated to participate in an Approved Sale unless they are similarly obligated) provided an opinion of counsel to the effect that the sale in connection with such Approved Drag-Along Sale. Each holder Sale is not in violation of Shares will also take such actions as may the registration or qualification requirements of federal or applicable state securities laws, and (v) no Investor shall be required to cause the members agree to, or be subject to, a non-competition covenant or similar restriction, except that Investors may be subject to confidentiality restrictions with respect to information of the Board (Company and its direct and indirect subsidiaries and to no-shop or members of similar provisions with respect to their investment in the board of any subsidiary of the corporation) to approve and take all actions necessary to permit consummation of an Approved Drag-Along Sale to be effected in accordance with this Section 4.3, however structured (including replacing such members, if necessary)Company.