Common use of Right to Compel Participation in Certain Transfers Clause in Contracts

Right to Compel Participation in Certain Transfers. (a) If (i) the THL Entities propose to Transfer not less than 50% of their Initial Ownership of Common Stock to a Third Party in a bona fide sale or (ii) the THL Entities propose a Transfer in which the shares of Common Stock to be Transferred by Shareholders constitute more than 50% of the outstanding shares of Common Stock (a "Drag-Along Sale"), THL may at its option require all Shareholders to sell all Equity Securities proposed to be sold therein ("Drag-Along Rights") then held by every Non-THL Shareholder, and (subject to and at the closing of the Drag-Along Sale) to compel to exercise all, but not less than all, of the Derivatives (whether then vested or unvested) held by every Non-THL Shareholder and to sell all of the Shares received upon such exercise to such Third Party, for the same consideration and otherwise on the same terms and conditions as the THL Entities; provided, that any Non-THL Shareholder who holds Derivatives the exercise price per share of which is greater than the per share price at which the Shares are to be sold to the Third Party may, if required by THL to exercise such Derivatives, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto; provided, further, that, upon such Drag-Along Sale, the Primary Executives shall have the right, but not the obligation, to require the Equity Investors to, at THL's option, either arrange for the purchase by a third party or purchase directly all of the Shares held by such Primary Executive as a condition to consummation of such Drag-Along Sale and, in which case the number of shares to be sold by each Equity Investor will be reduced on a proportional basis. The number of shares of each class of Equity Securities to be sold by each Non-THL Shareholder will be the Drag-Along Portion of the shares of such class that such Non-THL Shareholder owns. "Drag-Along Portion" means, with respect to any Non-THL Shareholder and any class of Equity Securities, the number of Shares of such class of Equity Securities beneficially owned by such Non-THL Shareholder multiplied by a fraction, the numerator of which is the number of shares of such class of Equity Securities proposed to be sold by the THL Entities on behalf of the THL Entities and the Non-THL Shareholders (as reduced by the number of shares of such class of Equity Securities to be sold by the Primary Executives in excess of their pro rata interest) and the denominator of which is the total number of shares of such class of Equity Securities beneficially owned by the Shareholders. In the event the Drag-Along Sale is not consummated with respect to any shares acquired upon exercise of Derivatives, such Derivatives shall be deemed not to have been exercised or cancelled, as applicable. To the extent the Drag-Along Sale relates to Derivatives, and THL determines not to compel the exercise thereof, the Derivatives shall be treated as a separate class of Equity Securities and, if applicable, Derivatives are referred to in this Section 4.2 as "shares" of such class.

Right to Compel Participation in Certain Transfers. (a) If (i) the THL DLJ Entities propose to Transfer transfer not less than 50% of their Initial Ownership of Common Stock to a Third Party in a bona fide sale or sale, (ii) the THL DLJ Entities propose a Transfer transfer in which the shares of Common Stock Shares to be Transferred transferred by the DLJ Entities, the Institutional Shareholders and their Permitted Transferees constitute more than 50% of the outstanding shares of Common Stock (a "Drag-Along Section 4.02 Sale"), THL the DLJ Entities may at its their option require all Other Shareholders to sell all Equity the Subject Securities proposed to be sold therein ("Drag-Along Rights") then held by every Non-THL Other Shareholder, and (subject to and at the closing of the Drag-Along Section 4.02 Sale) to compel to exercise all, but not less than all, of the Derivatives (whether then vested or unvested) options held by every Non-THL Other Shareholder and to sell all of the Shares shares of Common Stock received upon such exercise to such Third Party, for the same consideration per share of Common Stock and otherwise on the same terms and conditions as the THL DLJ Entities; provided, provided that any Non-THL Other Shareholder who holds Derivatives options the exercise price per share of which is greater than the per share price at which the Shares are to be sold to the Third Party may, if required by THL the DLJ Entities to exercise such Derivativesoptions, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto; provided, further, that, upon such Drag-Along Sale, the Primary Executives shall have the right, but not the obligation, to require the Equity Investors to, at THL's option, either arrange for the purchase by a third party or purchase directly all of the Shares held by such Primary Executive as a condition to consummation of such Drag-Along Sale and, in which case the number of shares to be sold by each Equity Investor will be reduced on a proportional basis. The number of shares of each class of Equity Securities to be sold by each Non-THL Shareholder will be the Drag-Along Portion of the shares of such class that such Non-THL Shareholder owns. "Drag-Along Portion" means, with respect to any Non-THL Shareholder and any class of Equity Securities, the number of Shares of such class of Equity Securities beneficially owned by such Non-THL Shareholder multiplied by a fraction, the numerator of which is the number of shares of such class of Equity Securities proposed to be sold by the THL Entities on behalf of the THL Entities and the Non-THL Shareholders (as reduced by the number of shares of such class of Equity Securities to be sold by the Primary Executives in excess of their pro rata interest) and the denominator of which is the total number of shares of such class of Equity Securities beneficially owned by the Shareholders. In the event the Drag-Along Section 4.02 Sale is not consummated with respect to any shares acquired upon exercise of Derivativessuch options, or the Section 4.02 Sale is not consummated, such Derivatives options shall be deemed not to have been exercised or cancelled, as applicable. To the extent the Drag-Along Sale relates to Derivatives, and THL determines not to compel the exercise thereof, the Derivatives DLJMB shall be treated as a separate class of Equity Securities and, if applicable, Derivatives are referred to in this Section 4.2 as "shares" provide written notice of such class.Section 4.02 Sale to the Other Shareholders (a "Section 4.02 Notice") not later than the 15th day prior to the proposed Section 4.02

Right to Compel Participation in Certain Transfers. (a) If the Institutional Shareholders collectively propose (i) the THL Entities propose to Transfer not less than 50% of their Initial Ownership of Common Stock Ordinary Shares to a Third Party in a bona fide sale or (ii) the THL Entities propose a Transfer in which the shares of Common Stock Ordinary Shares to be Transferred by the Institutional Shareholders collectively, plus the Ordinary Shares to be Transferred by the Other Shareholders pursuant to this Section 4.02(a), constitute more than 50% of the outstanding shares of Common Stock Ordinary Shares (a "“Compelled Sale”), the Institutional Shareholders collectively may at their option require all Other Shareholders to Transfer the Drag-Along Sale"), THL may at its option require all Shareholders to sell all Equity Securities proposed to be sold therein Portion of Ordinary Shares ("“Drag-Along Rights"”) then held by every Non-THL ShareholderOther Shareholder and, and (subject to and at the closing of the Compelled Sale, to exercise such number of options or warrants for Ordinary Shares held by every Other Shareholder as is required in order that a sufficient number of Ordinary Shares are available to Transfer the relevant Drag-Along Sale) to compel to exercise all, but not less than all, Portion of the Derivatives (whether then vested or unvested) held by every Non-THL Shareholder and to sell all of the Shares received upon each such exercise to such Third PartyOther Shareholder, for the same consideration per Ordinary Share and otherwise on the same terms and conditions as the THL Entities; providedInstitutional Shareholders, provided that any Non-THL Other Shareholder who holds Derivatives options or warrants the exercise price per share of which is greater than the per share price at which the Ordinary Shares are to be sold Transferred to the Third Party may, if required by THL the Institutional Shareholders to exercise such Derivativesoptions, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto; provided. If the Compelled Sale is not consummated with respect to any Ordinary Shares acquired upon exercise of such options or warrants, furtheror the Compelled Sale is not consummated, thatsuch options or warrants shall be deemed not to have been exercised or canceled, upon as applicable. The Institutional Shareholders shall provide written notice of such Drag-Along Compelled Sale to the Other Shareholders (a "Compelled Sale Notice”) not later than the 15th day prior to the proposed Compelled Sale. The Compelled Sale Notice shall identify the transferee, the number of Ordinary Shares subject to the Compelled Sale, the Primary Executives shall have consideration for which a Transfer is proposed to be made (the right, but not the obligation, to require the Equity Investors to, at THL's option, either arrange for the purchase by a third party or purchase directly “Compelled Sale Price”) and all other material terms and conditions of the Shares held by such Primary Executive as a condition to consummation of such Drag-Along Sale and, in which case the Compelled Sale. The number of shares Ordinary Shares to be sold by each Equity Investor will be reduced on a proportional basis. The number of shares of each class of Equity Securities to be sold by each Non-THL Other Shareholder will be the Drag-Along Portion of the shares of such class Ordinary Shares that such Non-THL Other Shareholder owns. "Drag-Along Portion" meansEach Other Shareholder shall be required to participate in the Compelled Sale on the terms and conditions set forth in the Compelled Sale Notice and to tender its Ordinary Shares as set forth below. The price payable in such Transfer shall be the Compelled Sale Price. Not later than the 10th day following the date of the Compelled Sale Notice (the “Compelled Sale Notice Period”), with respect each of the Other Shareholders shall deliver to any Non-THL Shareholder a representative of the Institutional Shareholders designated in the Compelled Sale Notice certificates, and any class in the case of Equity Securitieswarrants, the number of Shares of such class of Equity applicable instrument, representing all Company Securities beneficially owned by such Non-THL Shareholder multiplied by a fraction, the numerator of which is the number of shares of such class of Equity Securities proposed to be sold by the THL Entities on behalf of the THL Entities and the Non-THL Shareholders (as reduced by the number of shares of such class of Equity Securities to be sold by the Primary Executives in excess of their pro rata interest) and the denominator of which is the total number of shares of such class of Equity Securities beneficially owned by the Shareholders. In the event comprising the Drag-Along Portion held by such Other Shareholder, duly endorsed, together with all other documents required to be executed in connection with such Compelled Sale or, if such delivery is not permitted by applicable law, an unconditional agreement to deliver such Company Securities pursuant to this Section 4.01(a) at the closing for such Compelled Sale against delivery to such Other Shareholder of the consideration therefor. If an Other Shareholder should fail to deliver such certificates or other applicable instruments to the Institutional Shareholders, the Company (subject to reversal under Section 4.02(b)) shall cause the books and records of the Company to show that such Company Securities are bound by the provisions of this Section 4.02(a) and that such Company Securities shall be Transferred to the Third Party immediately upon surrender for Transfer by the holder thereof. The Other Shareholders shall (a) be required (i) to bear their proportionate share of any escrows, holdbacks or adjustments in purchase price and any transaction expenses and (ii) to make such representations, warranties and covenants and enter into such agreements as are customary for transactions of the nature of the Compelled Sale, in each case under the terms of any definitive agreements relating to such Compelled Sale and (b) benefit from all of the same provisions of the definitive agreements as the Institutional Shareholders, it being understood that any liability of any Other Shareholder for indemnification or similar post-closing obligations shall not exceed the consideration such Other Shareholder receives in the Compelled Sale and shall be a proportional share of any such liability based on such Other Shareholder’s share of the aggregate consideration in the Compelled Sale. (b) The Institutional Shareholders shall have a period of 90 days from the date of receipt of the Compelled Sale Notice to consummate the Compelled Sale on the terms and conditions set forth in such Compelled Sale Notice, provided that, if such Compelled Sale is subject to regulatory approval, such 90-day period shall be extended until the expiration of five Business Days after all such approvals have been received, but in no event later than 180 days following the effective date of the Compelled Sale Notice. If the Compelled Sale shall not have been consummated during such period, the Institutional Shareholders shall return to each of the Other Shareholders all certificates or other applicable instruments representing Company Securities that such Other Shareholders delivered for Transfer pursuant hereto, together with any documents in the possession of the Institutional Shareholders executed by the Other Shareholders in connection with such proposed Transfer, and all the restrictions on Transfer contained in this Agreement or otherwise applicable at such time with respect to such Company Securities owned by the Other Shareholders shall again be in effect. (c) Concurrently with the consummation of the Transfer of Company Securities pursuant to this Section 4.02, the Institutional Shareholders shall give notice thereof to the Other Shareholders, shall remit to each of the Other Shareholders who have surrendered their certificates or other applicable instruments the total consideration (the cash portion of which is to be paid by bank or certified check) for the Company Securities Transferred pursuant hereto and shall furnish such other evidence of the completion and time of completion of such Transfer and the terms thereof as may be reasonably requested by such Other Shareholders. (d) Notwithstanding anything contained in this Section 4.02, there shall be no liability on the part of the Institutional Shareholders to the Other Shareholders (other than the obligation to return any certificates or other applicable instruments representing Company Securities received by any Institutional Shareholders) if the Transfer of Company Securities pursuant to this Section 4.02 is not consummated with respect for whatever reason, regardless of whether the Institutional Shareholders have delivered a Compelled Sale Notice. Whether to any shares acquired upon exercise effect a Transfer of Derivatives, such Derivatives shall be deemed not Company Securities pursuant to have been exercised or cancelled, as applicable. To the extent the Drag-Along Sale relates to Derivatives, and THL determines not to compel the exercise thereof, the Derivatives shall be treated as a separate class of Equity Securities and, if applicable, Derivatives are referred to in this Section 4.2 as "shares" 4.02 by the Institutional Shareholders is in the sole and absolute discretion of the Institutional Shareholders. (e) This Section 4.02 shall terminate upon the earlier to occur of (i) the third anniversary of the date of this Agreement and (ii) the date on which the Aggregate Ownership of Ordinary Shares by the Institutional Shareholders collectively falls below 30% of the aggregate Initial Ownership of Ordinary Shares by such classInstitutional Shareholders.

Right to Compel Participation in Certain Transfers. (a) If (i) the THL Entities propose LLC proposes to Transfer transfer not less than 50% of their its Initial Ownership of Common Stock to a Third Party in a bona fide sale or (ii) the THL Entities propose a Transfer LLC proposes an arms-length transfer in which the shares of Common Stock to be Transferred transferred by Shareholders the LLC and its Permitted Transferees constitute more than 50% of the outstanding shares of Common Stock (a "Drag-Along Section 4.02 Sale"), THL the LLC may at its option require all Shareholders Other Stockholders to sell all Equity the Drag-Along Portion of the Subject Securities proposed to be sold therein ("Drag-Along Rights") then held by every Non-THL ShareholderOther Stockholder, and (subject to and at the closing of the Drag-Along Section 4.02 Sale) to compel to exercise all, but not less than all, of the Derivatives (whether then vested or unvested) options held by every Non-THL Shareholder Other Stockholder and to sell all of the Shares shares of Common Stock received upon such exercise to such Third Party, for the same consideration per share of Common Stock and otherwise on the same terms and conditions as the THL EntitiesLLC; provided, provided that any Non-THL Shareholder Other Stockholder who holds Derivatives options the exercise price per share of which is greater than the per share price at which the Shares are to be sold to the Third Party may, if required by THL the LLC to exercise such Derivativesoptions, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto; provided, further, that, upon such Drag-Along Sale, the Primary Executives shall have the right, but not the obligation, to require the Equity Investors to, at THL's option, either arrange for the purchase by a third party or purchase directly all of the Shares held by such Primary Executive as a condition to consummation of such Drag-Along Sale and, in which case the number of shares to be sold by each Equity Investor will be reduced on a proportional basis. The number of shares of each class of Equity Securities to be sold by each Non-THL Shareholder will be the Drag-Along Portion of the shares of such class that such Non-THL Shareholder owns. "Drag-Along Portion" means, with respect to any Non-THL Shareholder and any class of Equity Securities, the number of Shares of such class of Equity Securities beneficially owned by such Non-THL Shareholder multiplied by a fraction, the numerator of which is the number of shares of such class of Equity Securities proposed to be sold by the THL Entities on behalf of the THL Entities and the Non-THL Shareholders (as reduced by the number of shares of such class of Equity Securities to be sold by the Primary Executives in excess of their pro rata interest) and the denominator of which is the total number of shares of such class of Equity Securities beneficially owned by the Shareholders. In the event the Drag-Along Section 4.02 Sale is not consummated with respect to any shares acquired upon exercise of Derivativessuch options, or the Section 4.02 Sale is not consummated, such Derivatives options shall be deemed not to have been exercised or cancelled, as applicable. To the extent the Drag-Along Sale relates to Derivatives, and THL determines not to compel the exercise thereof, the Derivatives shall be treated as a separate class of Equity Securities and, if applicable, Derivatives are referred to in this Section 4.2 as "shares" of such class.or

Right to Compel Participation in Certain Transfers. (a) If (i) the THL DLJ Entities propose to Transfer not less than 50% of their Initial Ownership of Common Stock any class of Company Securities to a Third Party in a bona fide sale or (ii) the THL DLJ Entities propose a Transfer in which the shares of Common Stock Company Securities to be Transferred transferred by Shareholders the DLJ Entities constitute more than 50% of the outstanding shares of Common Stock Company Securities in a particular class (a "Drag-Along Compelled Sale"), THL the DLJ Entities may at its their option require all Shareholders Other Stockholders to sell all Equity the Drag-Along Portion of such class of Company Securities proposed to be sold therein ("Drag-Along Rights") then held by every Non-THL ShareholderOther Stockholder, and in the case of a Compelled Sale involving Common Shares (but subject to and at the closing of the Compelled Sale) to exercise such number of options or Warrants for Common Shares held by every Other Stockholder as is required in order that a sufficient number of Common Shares are available to sell the relevant Drag-Along Sale) to compel to exercise all, but not less than all, Portion of the Derivatives (whether then vested or unvested) held by every Non-THL Shareholder and to sell all of the Shares received upon each such exercise to such Third PartyOther Stockholder, for the same consideration per unit of the relevant class of Company Security and otherwise on the same terms and conditions as the THL DLJ Entities; provided, provided that any Non-THL Shareholder Other Stockholder who holds Derivatives options or Warrants the exercise price per share of which is greater than the per share price at which the Common Shares are to be sold to the Third Party may, if required by THL the DLJ Entities to exercise such Derivativesoptions, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto; provided, further, that, . If the Compelled Sale is not consummated with respect to any Common Shares acquired upon such Drag-Along Sale, the Primary Executives shall have the right, but not the obligation, to require the Equity Investors to, at THL's option, either arrange for the purchase by a third party or purchase directly all of the Shares held by such Primary Executive as a condition to consummation exercise of such Drag-Along options or Warrants, or the Compelled Sale andis not consummated, in which case such options or Warrants shall be deemed not to have been exercised or canceled, as applicable. DLJ Entities shall provide written notice of such Compelled Sale to the Other Stockholders (a "Compelled Sale Notice") not later than the 15th day prior to the proposed Compelled Sale. The Compelled Sale Notice shall identify the transferee, the number of shares Company Securities, the consideration for which a Transfer is proposed to be sold by each Equity Investor will be reduced on a proportional basismade (the "Compelled Sale Price") and all other material terms and conditions of the Compelled Sale. The number of shares of each class of Equity Company Securities to be sold by each Non-THL Shareholder Other Stockholder will be the Drag-Along Portion of the shares of such class Common Shares and/or Warrants that such Non-THL Shareholder Other Stockholder owns. Each Other Stockholder shall be required to participate in the Compelled Sale on the terms and conditions set forth in the Compelled Sale Notice and to tender all its Company Securities as set forth below. The price payable in such Transfer shall be the Compelled Sale Price. Not later than the 10th day following the date of the Compelled Sale Notice (the "Drag-Along Portion" meansCompelled Sale Notice Period"), with respect each of the Other Stockholders shall deliver to any Non-THL Shareholder a representative of the DLJ Entities designated in the Section 4.02 Notice certificates, and any class in the case of Equity Securitiesthe Warrants, the number of Shares of such class of Equity applicable instrument, representing all Company Securities beneficially owned by such Non-THL Shareholder multiplied by a fraction, the numerator of which is the number of shares of such class of Equity Securities proposed to be sold by the THL Entities on behalf of the THL Entities and the Non-THL Shareholders (as reduced by the number of shares of such class of Equity Securities to be sold by the Primary Executives in excess of their pro rata interest) and the denominator of which is the total number of shares of such class of Equity Securities beneficially owned by the Shareholders. In the event comprising the Drag-Along Portion held by such Other Stockholder, duly endorsed, together with all other documents required to be executed in connection with such Compelled Sale or, if such delivery is not permitted by applicable law, an unconditional agreement to deliver such Company Securities pursuant to this Section 4.02 at the closing for such Compelled Sale against delivery to such Other Stockholder of the consideration therefor. If an Other Stockholder should fail to deliver such certificates to the DLJ Entities, the Company shall cause the books and records of the Company to show that such Company Securities are bound by the provisions of this Section 4.02 and that such Company Securities shall be transferred to the purchaser of such Company Securities immediately upon surrender for Transfer by the holder thereof. The Other Stockholders shall (a) be required (i) to bear their proportionate share of any escrows, holdbacks or adjustments in purchase price and (ii) to make such representations, warranties and covenants and enter into such agreements as are customary for transactions of the nature of the Compelled Sale, in each case under the terms of the definitive agreement(s) relating to such Compelled Sale and (b) benefit from all of the same provisions of the definitive agreements as the DLJ Entities. (b) The DLJ Entities shall have a period of 90 days from the date of receipt of the Compelled Sale Notice to consummate the Compelled Sale on the terms and conditions set forth in such Compelled Sale Notice; provided that if such Compelled Sale is subject to regulatory approval, such 90-day period shall be extended until the expiration of 5 Business Days after all such approvals have been received, but in no event later than 270 days following the effective date of the Compelled Sale Notice. If the Compelled Sale shall not have been consummated during such period, the DLJ Entities shall return to each of the Other Stockholders all certificates representing Company Securities that such Other Stockholder delivered for Transfer pursuant hereto, together with any documents in the possession of the DLJ Entities executed by the Other Stockholder in connection with such proposed Transfer, and all the restrictions on Transfer contained in this Agreement or otherwise applicable at such time with respect to such Company Securities owned by the Other Stockholders shall again be in effect. (c) Concurrently with the consummation of the Transfer of Company Securities pursuant to this Section 4.02, the DLJ Entities shall give notice thereof to all Stockholders, shall remit to each of the Stockholders who have surrendered their certificates the total consideration (the cash portion of which is to be paid by bank or certified check) for the Company Securities transferred pursuant hereto and shall furnish such other evidence of the completion and time of completion of such Transfer and the terms thereof as may be reasonably requested by such Stockholders (d) Notwithstanding anything contained in this Section 4.02, there shall be no liability on the part of the DLJ Entities to the Other Stockholders (other than the obligation to return any certificates representing Company Securities received by any DLJ Entity) if the Transfer of Company Securities pursuant to this Section 4.02 is not consummated with respect for whatever reason, regardless of whether the DLJ Entities have delivered a Compelled Sale Notice. Whether to any shares acquired upon exercise effect a Transfer of Derivatives, such Derivatives shall be deemed not Company Securities pursuant to have been exercised or cancelled, as applicable. To the extent the Drag-Along Sale relates to Derivatives, and THL determines not to compel the exercise thereof, the Derivatives shall be treated as a separate class of Equity Securities and, if applicable, Derivatives are referred to in this Section 4.2 as "shares" 4.02 by the DLJ Entities is in the sole and absolute discretion of such classthe DLJ Entities.

Right to Compel Participation in Certain Transfers. (a) If (i) the THL DLJ Entities propose to Transfer transfer not less than 50% of their Initial Ownership of Common Stock to a Third Party in a bona fide sale or (ii) the THL DLJ Entities propose a Transfer transfer in which the shares of Common Stock to be Transferred transferred by Shareholders the DLJ Entities and their Permitted Transferees constitute more than 50% of the outstanding shares of Common Stock (a "Drag-Along Section 4.02 Sale"), THL the DLJ Entities may at its their option require all Shareholders Other Stockholders to sell all Equity the Drag-Along Portion of the Subject Securities proposed to be sold therein ("Drag-Along Rights") then held by every Non-THL ShareholderOther Stockholder, and (subject to and at the closing of the Drag-Along Section 4.02 Sale) to compel to exercise all, but not less than all, of the Derivatives (whether then vested options or unvested) Warrants held by every Non-THL Shareholder Other Stockholder and to sell all of the Shares shares of Common Stock received upon such exercise to such Third Party, for the same consideration per share of Common Stock and otherwise on the same terms and conditions as the THL DLJ Entities; provided, provided that any Non-THL Shareholder Other Stockholder who holds Derivatives options or Warrants the exercise price per share of which is greater than the per share price at which the Shares are to be sold to the Third Party may, if required by THL the DLJ Entities to exercise such Derivativesoptions, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto; provided, further, that, upon such Drag-Along Sale, the Primary Executives shall have the right, but not the obligation, to require the Equity Investors to, at THL's option, either arrange for the purchase by a third party or purchase directly all of the Shares held by such Primary Executive as a condition to consummation of such Drag-Along Sale and, in which case the number of shares to be sold by each Equity Investor will be reduced on a proportional basis. The number of shares of each class of Equity Securities to be sold by each Non-THL Shareholder will be the Drag-Along Portion of the shares of such class that such Non-THL Shareholder owns. "Drag-Along Portion" means, with respect to any Non-THL Shareholder and any class of Equity Securities, the number of Shares of such class of Equity Securities beneficially owned by such Non-THL Shareholder multiplied by a fraction, the numerator of which is the number of shares of such class of Equity Securities proposed to be sold by the THL Entities on behalf of the THL Entities and the Non-THL Shareholders (as reduced by the number of shares of such class of Equity Securities to be sold by the Primary Executives in excess of their pro rata interest) and the denominator of which is the total number of shares of such class of Equity Securities beneficially owned by the Shareholders. In the event the Drag-Along Section 4.02 Sale is not consummated with respect to any shares acquired upon exercise of Derivativessuch options or Warrants, or the Section 4.02 Sale is not consummated, such Derivatives options or Warrants shall be deemed not to have been exercised or cancelledcanceled, as applicable. To the extent the Drag-Along Sale relates to Derivatives, and THL determines not to compel the exercise thereof, the Derivatives DLJMB shall be treated as a separate class of Equity Securities and, if applicable, Derivatives are referred to in this Section 4.2 as "shares" provide written notice of such class.Section 4.02 Sale to the Other Stockholders (a "Section 4.02 Notice") not later than the 15th day prior to the proposed Section 4.02

Right to Compel Participation in Certain Transfers. (a) If (i) If, after the THL Entities Control Date, Shell, Sierra Acquisition and all of their Affiliates propose to Transfer not less than 50transfer 100% of their Initial Ownership aggregate ownership of Common Stock to a Third Party in a bona fide sale or (ii) the THL Entities propose a Transfer in which the shares of Common Stock to be Transferred by Shareholders constitute more than 50% of the outstanding shares of Common Stock (a "DragDRAG-Along SaleALONG SALE"), THL Shell may at its option require all Shareholders each Holder of a SAR (each a "DRAG-ALONG SELLER") to sell all Equity Securities proposed to be sold therein ("Drag-Along Rights") then held by every Non-THL Shareholder, and (subject to and at the closing of the Drag-Along Sale) to compel to exercise all, but not less than all, of the Derivatives (whether units of SARs then vested or unvested) held by every Non-THL Shareholder and to sell all of the Shares received upon such exercise to such Third Party, SAR Holder for the same consideration per unit (less the SAR Strike Price applicable thereto) and otherwise on the same terms and conditions as Shell, Sierra Acquisition and their Affiliates; PROVIDED that each SAR Holder shall have the THL Entities; provided, that any Nonright to exercise his SAR Exercise Right in such circumstances prior to such compelled sale as provided in Section 3.18(b) hereof. Shell shall notify ("DRAG-THL Shareholder who holds Derivatives ALONG NOTICE") Holdings and each Holder of a SAR in writing of the exercise price per share of which is greater than the per share price at which the Shares are its right to be sold to the Third Party may, if required by THL to exercise such Derivatives, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto; provided, further, that, upon such cause a Drag-Along Sale, the Primary Executives shall have consideration per share and the right, but not the obligation, to require the Equity Investors toother terms and conditions of such sale, at THL's option, either arrange for the purchase by a third party or purchase directly all of the Shares held by such Primary Executive as a condition least 20 business days prior to consummation of such Drag-Along Sale and, in which case the number of shares to be sold by each Equity Investor will be reduced on a proportional basis. The number of shares of each class of Equity Securities to be sold by each Non-THL Shareholder will be the Drag-Along Portion of the shares of such class that such Non-THL Shareholder owns. "Drag-Along Portion" means, with respect to any Non-THL Shareholder and any class of Equity Securities, the number of Shares of such class of Equity Securities beneficially owned by such Non-THL Shareholder multiplied by a fraction, the numerator of which is the number of shares of such class of Equity Securities proposed to be sold by the THL Entities on behalf of the THL Entities and the Non-THL Shareholders (as reduced by the number of shares of such class of Equity Securities to be sold by the Primary Executives in excess of their pro rata interest) and the denominator of which is the total number of shares of such class of Equity Securities beneficially owned by the ShareholdersSale. In the event that the Drag-Along Sale is not consummated with respect closes and a Drag-Along Seller fails to any shares acquired upon exercise deliver its SARs to the Third Party, Holdings shall cause the books and records of Derivatives, Holdings to show that such Derivatives SARs are bound by the provisions of this Section 4.02 and that such SARs shall be deemed not transferred to have been exercised or cancelled, as applicable. To the extent Third Party in the Drag-Along Sale relates immediately upon surrender thereof for transfer by the Drag-Along Seller and, unless previously exercised pursuant to DerivativesSection 3.18(b), such SARs shall cease to be exercisable. For purposes of this Section 4.02, clause (i) of the proviso to the definition of Affiliate shall not apply. (b) Promptly after the consummation of the transfer of SARs pursuant to this Section, Shell shall give notice thereof to the Drag-Along Sellers, shall remit to each of the Drag-Along Sellers who have surrendered their certificates the total consideration for the SARs transferred pursuant hereto and shall furnish such other evidence of the completion and time of completion of such transfer and the terms thereof as may be reasonably requested by such Drag-Along Sellers. (c) In any Drag-Along Sale, no representations, warranties or indemnities will be required of a Drag-Along Seller, other than with respect to such Drag-Along Seller's title to the SARs and authority, power, and THL determines not right to compel enter into and consummate the exercise thereof, the Derivatives shall be treated as a separate class sale without contravention of Equity Securities and, if applicable, Derivatives are referred to in this Section 4.2 as "shares" of such classany law or agreement.

Right to Compel Participation in Certain Transfers. (a) If the Quadrangle Entities and the CVC Entities jointly propose (i) the THL Entities propose to Transfer (including by merger, share exchange or other similar legal mechanism) not less than 50% of their Initial Ownership of Common Stock any class of Company Securities to a Third Party in a bona fide sale or (ii) the THL Entities propose a Transfer (including by merger, share exchange or other similar legal mechanism) in which the shares of Common Stock Company Securities to be Transferred by the Institutional Shareholders together, plus the Company Securities to be Transferred by the Management Shareholders pursuant to this Section 4.02(a), constitute more than 50% of the then outstanding shares of Common Stock Company Securities in a particular class (a "“Compelled Sale”), the Institutional Shareholders together may at their option require all Management Shareholders to Transfer the Drag-Along Sale"), THL may at its option require all Shareholders to sell all Equity Portion of Company Securities proposed to be sold therein ("“Drag-Along Rights"”) then held by every Non-THL Management Shareholder, and in the case of a Compelled Sale involving Common Shares (but subject to and at the closing of the Compelled Sale) to exercise such number of options or warrants for Common Shares held by every Management Shareholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Sale) to compel to exercise all, but not less than all, Portion of the Derivatives (whether then vested or unvested) held by every Non-THL Shareholder and to sell all of the Shares received upon each such exercise to such Third PartyManagement Shareholder, for the same consideration per unit of the relevant class of Company Security (it being understood that if the Compelled Sale is to include both Class A Common Stock and Class L Common Stock, the consideration payable per share of each such class shall be equitably adjusted to give effect to the liquidation preference provided for by the Charter with respect to the Class L Common Stock) and otherwise on the same terms and conditions as the THL Entities; providedInstitutional Shareholders, provided that any Non-THL Management Shareholder who holds Derivatives options or warrants the exercise price per share of which is greater than the per share price at which the Common Shares are to be sold Transferred to the Third Party may, if required by THL the Institutional Shareholders to exercise such Derivativesoptions or warrants, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto; provided. If the Compelled Sale is not consummated with respect to any Common Shares acquired upon exercise of such options or warrants, furtheror the Compelled Sale is not consummated, thatsuch options or warrants shall be deemed not to have been exercised or canceled, upon as applicable. The Institutional Shareholders shall provide written notice of such Drag-Along Compelled Sale to the Management Shareholders (a “Compelled Sale Notice”) not later than the 15th day prior to the proposed Compelled Sale. The Compelled Sale Notice shall identify the transferee, the number and class of Company Securities subject to the Compelled Sale, the Primary Executives shall have consideration for which a Transfer is proposed to be made (the right, but not the obligation, to require the Equity Investors to, at THL's option, either arrange for the purchase by a third party or purchase directly “Compelled Sale Price”) and all other material terms and conditions of the Shares held by such Primary Executive as a condition to consummation of such Drag-Along Sale and, in which case the number of shares to be sold by each Equity Investor will be reduced on a proportional basisCompelled Sale. The number of shares of each class of Equity Company Securities to be sold by each Non-THL Management Shareholder will be the Drag-Along Portion of each class of Company Securities identified in the shares of such class Compelled Sale Notice that such Non-THL Management Shareholder owns. "Drag-Along Portion" means, with respect Each Management Shareholder shall be required to any Non-THL Shareholder participate in the Compelled Sale on the terms and any class of Equity Securities, conditions set forth in the number of Shares of Compelled Sale Notice and to tender all its Company Securities as set forth below. The price payable in such class of Equity Securities beneficially owned by such Non-THL Shareholder multiplied by a fraction, Transfer shall be the numerator of which is Compelled Sale Price. Not later than the number of shares of such class of Equity Securities proposed to be sold by 10th day following the THL Entities on behalf date of the THL Entities and the Non-THL Shareholders Compelled Sale Notice (as reduced by the number of shares of such class of Equity Securities to be sold by the Primary Executives in excess of their pro rata interest) and the denominator of which is the total number of shares of such class of Equity Securities beneficially owned by the Shareholders. In the event the Drag-Along Sale is not consummated with respect to any shares acquired upon exercise of Derivatives, such Derivatives shall be deemed not to have been exercised or cancelled, as applicable. To the extent the Drag-Along Sale relates to Derivatives, and THL determines not to compel the exercise thereof, the Derivatives shall be treated as a separate class of Equity Securities and, if applicable, Derivatives are referred to in this Section 4.2 as "shares" of such class.the

Right to Compel Participation in Certain Transfers. (a) If the Institutional Shareholders collectively propose (i) the THL Entities propose to Transfer not less than 50% of their Initial Ownership of Common Stock Ordinary Shares to a Third Party in a bona fide sale or (ii) the THL Entities propose a Transfer in which the shares of Common Stock Ordinary Shares to be Transferred by the Institutional Shareholders collectively, plus the Ordinary Shares to be Transferred by the Other Shareholders pursuant to this Section 4.02(a), constitute more than 50% of the outstanding shares of Common Stock Ordinary Shares (a "“Compelled Sale”), the Institutional Shareholders collectively may at their option require all Other Shareholders to Transfer the Drag-Along Sale"), THL may at its option require all Shareholders to sell all Equity Securities proposed to be sold therein Portion of Ordinary Shares ("“Drag-Along Rights"”) then held by every Non-THL ShareholderOther Shareholder and, and (subject to and at the closing of the Compelled Sale, to exercise such number of options or warrants for Ordinary Shares held by every Other Shareholder as is required in order that a sufficient number of Ordinary Shares are available to Transfer the relevant Drag-Along Sale) to compel to exercise all, but not less than all, Portion of the Derivatives (whether then vested or unvested) held by every Non-THL Shareholder and to sell all of the Shares received upon each such exercise to such Third PartyOther Shareholder, for the same consideration per Ordinary Share and otherwise on the same terms and conditions as the THL Entities; providedInstitutional Shareholders, provided that any Non-THL Other Shareholder who holds Derivatives options or warrants the exercise price per share of which is greater than the per share price at which the Ordinary Shares are to be sold Transferred to the Third Party may, if required by THL the Institutional Shareholders to exercise such Derivativesoptions, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto; provided. If the Compelled Sale is not consummated with respect to any Ordinary Shares acquired upon exercise of such options or warrants, furtheror the Compelled Sale is not consummated, thatsuch options or warrants shall be deemed not to have been exercised or canceled, upon as applicable. The Institutional Shareholders shall provide written notice of such Drag-Along Compelled Sale to the Other Shareholders (a “Compelled Sale Notice”) not later than the 15th day prior to the proposed Compelled Sale. The Compelled Sale Notice shall identify the transferee, the number of Ordinary Shares subject to the Compelled Sale, the Primary Executives shall have consideration for which a Transfer is proposed to be made (the right, but not the obligation, to require the Equity Investors to, at THL's option, either arrange for the purchase by a third party or purchase directly “Compelled Sale Price”) and all other material terms and conditions of the Shares held by such Primary Executive as a condition to consummation of such Drag-Along Sale and, in which case the Compelled Sale. The number of shares Ordinary Shares to be sold by each Equity Investor will be reduced on a proportional basis. The number of shares of each class of Equity Securities to be sold by each Non-THL Other Shareholder will be the Drag-Along Portion of the shares of such class Ordinary Shares that such Non-THL Other Shareholder owns. "Drag-Along Portion" meansEach Other Shareholder shall be required to participate in the Compelled Sale on the terms and conditions set forth in the Compelled Sale Notice and to tender its Ordinary Shares as set forth below. The price payable in such Transfer shall be the Compelled Sale Price. Not later than the 10th day following the date of the Compelled Sale Notice (the “Compelled Sale Notice Period”), with respect each of the Other Shareholders shall deliver to any Non-THL Shareholder a representative of the Institutional Shareholders designated in the Compelled Sale Notice certificates, and any class in the case of Equity Securitieswarrants, the number of Shares of such class of Equity applicable instrument, representing all Company Securities beneficially owned by such Non-THL Shareholder multiplied by a fraction, the numerator of which is the number of shares of such class of Equity Securities proposed to be sold by the THL Entities on behalf of the THL Entities and the Non-THL Shareholders (as reduced by the number of shares of such class of Equity Securities to be sold by the Primary Executives in excess of their pro rata interest) and the denominator of which is the total number of shares of such class of Equity Securities beneficially owned by the Shareholders. In the event comprising the Drag-Along Portion held by such Other Shareholder, duly endorsed, together with all other documents required to be executed in connection with such Compelled Sale or, if such delivery is not permitted by applicable law, an unconditional agreement to deliver such Company Securities pursuant to this Section 4.01(a) at the closing for such Compelled Sale against delivery to such Other Shareholder of the consideration therefor. If an Other Shareholder should fail to deliver such certificates or other applicable instruments to the Institutional Shareholders, the Company (subject to reversal under Section 4.02(b)) shall cause the books and records of the Company to show that such Company Securities are bound by the provisions of this Section 4.02(a) and that such Company Securities shall be Transferred to the Third Party immediately upon surrender for Transfer by the holder thereof. The Other Shareholders shall (a) be required (i) to bear their proportionate share of any escrows, holdbacks or adjustments in purchase price and any transaction expenses and (ii) to make such representations, warranties and covenants and enter into such agreements as are customary for transactions of the nature of the Compelled Sale, in each case under the terms of any definitive agreements relating to such Compelled Sale and (b) benefit from all of the same provisions of the definitive agreements as the Institutional Shareholders, it being understood that any liability of any Other Shareholder for indemnification or similar post-closing obligations shall not exceed the consideration such Other Shareholder receives in the Compelled Sale and shall be a proportional share of any such liability based on such Other Shareholder’s share of the aggregate consideration in the Compelled Sale. (b) The Institutional Shareholders shall have a period of 90 days from the date of receipt of the Compelled Sale Notice to consummate the Compelled Sale on the terms and conditions set forth in such Compelled Sale Notice, provided that, if such Compelled Sale is subject to regulatory approval, such 90-day period shall be extended until the expiration of five Business Days after all such approvals have been received, but in no event later than 180 days following the effective date of the Compelled Sale Notice. If the Compelled Sale shall not have been consummated during such period, the Institutional Shareholders shall return to each of the Other Shareholders all certificates or other applicable instruments representing Company Securities that such Other Shareholders delivered for Transfer pursuant hereto, together with any documents in the possession of the Institutional Shareholders executed by the Other Shareholders in connection with such proposed Transfer, and all the restrictions on Transfer contained in this Agreement or otherwise applicable at such time with respect to such Company Securities owned by the Other Shareholders shall again be in effect. (c) Concurrently with the consummation of the Transfer of Company Securities pursuant to this Section 4.02, the Institutional Shareholders shall give notice thereof to the Other Shareholders, shall remit to each of the Other Shareholders who have surrendered their certificates or other applicable instruments the total consideration (the cash portion of which is to be paid by bank or certified check) for the Company Securities Transferred pursuant hereto and shall furnish such other evidence of the completion and time of completion of such Transfer and the terms thereof as may be reasonably requested by such Other Shareholders. (d) Notwithstanding anything contained in this Section 4.02, there shall be no liability on the part of the Institutional Shareholders to the Other Shareholders (other than the obligation to return any certificates or other applicable instruments representing Company Securities received by any Institutional Shareholders) if the Transfer of Company Securities pursuant to this Section 4.02 is not consummated with respect for whatever reason, regardless of whether the Institutional Shareholders have delivered a Compelled Sale Notice. Whether to any shares acquired upon exercise effect a Transfer of Derivatives, such Derivatives shall be deemed not Company Securities pursuant to have been exercised or cancelled, as applicable. To the extent the Drag-Along Sale relates to Derivatives, and THL determines not to compel the exercise thereof, the Derivatives shall be treated as a separate class of Equity Securities and, if applicable, Derivatives are referred to in this Section 4.2 as "shares" 4.02 by the Institutional Shareholders is in the sole and absolute discretion of the Institutional Shareholders. (e) This Section 4.02 shall terminate upon the earlier to occur of (i) January 18, 2009 and (ii) the date on which the Aggregate Ownership of Ordinary Shares by the Institutional Shareholders collectively falls below 30% of the aggregate Initial Ownership of Ordinary Shares by such classInstitutional Shareholders.

Right to Compel Participation in Certain Transfers. (a) If (i) the THL DLJ Entities propose to Transfer transfer not less than 50% of their Initial Ownership of Common Stock any class of Company Securities to a Third Party in a bona fide sale or (ii) the THL DLJ Entities propose a Transfer transfer in which the shares class of Common Stock Company Securities to be Transferred transferred by Shareholders the DLJ Entities and their Permitted Transferees constitute more than 50% of the outstanding shares such class of Common Stock Company Securities (a "Drag-Along Section 4.02 Sale"), THL the DLJ Entities may at its their option require all Shareholders Other Stockholders to sell all Equity the Drag-Along Portion of such class of Company Securities proposed to be sold therein ("Drag-Along Rights") then held by every Non-THL ShareholderOther Stockholder and, and in the case of Voting Common Stock, (subject to and at the closing of the Drag-Along Section 4.02 Sale) to compel to exercise all, but not less than all, of the Derivatives (whether then vested or unvested) options held by every Non-THL Shareholder Other Stockholder and to sell all of the Shares shares of Common Stock received upon such exercise to such Third Party, for the same consideration per share of Common Stock and otherwise on the same terms and conditions as the THL DLJ Entities; provided, provided that any Non-THL Shareholder Other Stockholder who holds Derivatives options the exercise price per share of which is greater than the per share price at which the Voting Common Shares are to be sold to the Third Party may, if required by THL the DLJ Entities to exercise such Derivativesoptions, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto; provided, further, that, upon such Drag-Along Sale, the Primary Executives shall have the right, but not the obligation, to require the Equity Investors to, at THL's option, either arrange for the purchase by a third party or purchase directly all of the Shares held by such Primary Executive as a condition to consummation of such Drag-Along Sale and, in which case the number of shares to be sold by each Equity Investor will be reduced on a proportional basis. The number of shares of each class of Equity Securities to be sold by each Non-THL Shareholder will be the Drag-Along Portion of the shares of such class that such Non-THL Shareholder owns. "Drag-Along Portion" means, with respect to any Non-THL Shareholder and any class of Equity Securities, the number of Shares of such class of Equity Securities beneficially owned by such Non-THL Shareholder multiplied by a fraction, the numerator of which is the number of shares of such class of Equity Securities proposed to be sold by the THL Entities on behalf of the THL Entities and the Non-THL Shareholders (as reduced by the number of shares of such class of Equity Securities to be sold by the Primary Executives in excess of their pro rata interest) and the denominator of which is the total number of shares of such class of Equity Securities beneficially owned by the Shareholders. In the event the Drag-Along Section 4.02 Sale is not consummated with respect to any shares Voting Common Shares acquired upon exercise of Derivativessuch options, or the Section 4.02 Sale is not consummated, such Derivatives options shall be deemed not to have been exercised or cancelledcanceled, as applicable. To the extent the Drag-Along Sale relates to Derivatives, and THL determines not to compel the exercise thereof, the Derivatives DLJMB shall be treated as a separate class of Equity Securities and, if applicable, Derivatives are referred to in this Section 4.2 as "shares" provide written notice of such class.Section 4.02 Sale to the Other Stockholders (a "Section 4.02 Notice") not later than the 15th day prior to the proposed Section 4.02

Right to Compel Participation in Certain Transfers. (a) If any or all of the DLJ Entities should transfer (i) the THL Entities propose to Transfer Shares or Preferred Shares constituting not less than 5030% of their the Initial Ownership of Common Stock Ownership or Initial Preferred Stock Ownership, respectively, of all the DLJ Entities to a any Third Party in a bona fide sale or (ii) the THL Entities propose a Transfer in which the shares of Common Stock to be Transferred by Shareholders Shares and/or Preferred Shares that, together with all Additional Securities (as defined below), constitute more than 5030% of the outstanding shares of Common Stock or Preferred Stock, respectively (each, a "Drag-Along along Sale"), THL may such DLJ Entities may, at its option their option, require all but not less than all the Other Shareholders to sell all Equity Securities participate in such transfer. Not later than 15 days prior to the proposed date of the Drag-along Sale, the DLJ Entities shall provide written notice of the Drag-along Sale to be sold therein the Other Shareholders ("Drag-Along Rightsalong Notice") then held by every Non-THL Shareholder, and (subject to and at the closing a copy of the Drag-Along Sale) agreement pursuant to compel to exercise all, but not less than all, of the Derivatives (whether then vested or unvested) held by every Non-THL Shareholder and to sell all of the Shares received upon such exercise to such Third Party, for the same consideration and otherwise on the same terms and conditions as the THL Entities; provided, that any Non-THL Shareholder who holds Derivatives the exercise price per share of which is greater than the per share price at which the Shares are to be sold to the Third Party may, if required by THL to exercise such Derivatives, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto; provided, further, that, upon such Drag-Along Sale, the Primary Executives shall have the right, but not the obligation, to require the Equity Investors to, at THL's option, either arrange for the purchase by a third party or purchase directly all of the along Shares held by such Primary Executive as a condition to consummation of such Drag-Along Sale and, in which case the number of shares are proposed to be sold by each Equity Investor will be reduced on a proportional basis. The number of shares of each class of Equity Securities to be sold by each Non-THL Shareholder will be transferred (the Drag-Along Portion of the shares of such class that such Non-THL Shareholder owns. "Drag-Along Portion" means, with respect to any Nonalong Agreement"). The Drag-THL Shareholder and any class of Equity Securitiesalong Notice shall identify the transferee, the number of Shares and/or Preferred Shares subject to the Drag-along Sale, the consideration per Share and/or per Preferred Share for which a transfer is proposed to be made (the "Drag-along Sale Prices") and all other material terms and conditions of such class the Drag-along Sale. Each Other Shareholder shall be required to participate in the Drag-along Sale on the terms and conditions set forth in the Drag-along Notice and to tender the number of Equity Securities beneficially Shares and/or Preferred Shares (the "Drag-along Securities") equal to (i) the number of Shares owned by such Non-THL Other Shareholder multiplied by a fraction, at the numerator of which is the number of shares of such class of Equity Securities proposed to be sold by the THL Entities on behalf of the THL Entities and the Non-THL Shareholders (as reduced by the number of shares of such class of Equity Securities to be sold by the Primary Executives in excess of their pro rata interest) and the denominator of which is the total number of shares of such class of Equity Securities beneficially owned by the Shareholders. In the event time the Drag-Along Sale is not consummated with respect to any shares acquired upon exercise of Derivatives, such Derivatives shall be deemed not to have been exercised or cancelled, as applicable. To the extent the Drag-Along Sale relates to Derivatives, and THL determines not to compel the exercise thereof, the Derivatives shall be treated as a separate class of Equity Securities and, if applicable, Derivatives are referred to in this Section 4.2 as "shares" of such class.along

Right to Compel Participation in Certain Transfers. (a) If the Institutional Securityholders together propose (i) the THL Entities propose to Transfer not less than 50% of each of their respective Initial Ownership of Common Stock any class or series of Eligible Securities to a Third Party in a bona fide sale or (ii) the THL Entities propose a Transfer in which the shares of Common Stock Eligible Securities to be Transferred by Shareholders the Institutional Securityholders, plus the Eligible Securities to be Transferred by the Other Securityholders pursuant to this Section 4.02(a), constitute more than 50% of the outstanding shares Eligible Securities in a particular class or series to a Third Party pursuant to a bona fide sale, or (iii) a sale of Common Stock all or substantially all of the assets of the Company to a Third Party pursuant to a bona fide sale (any of (i), (ii) or (iii), a "“Compelled Sale”), the Institutional Securityholders together may at their option require all Other Securityholders to vote all securities of the Company then held by such Other Securityholders in favor of such Compelled Sale and to Transfer the Drag-Along Sale"), THL may at its option require all Shareholders to sell all Equity Portion of such class or series of Eligible Securities proposed to be sold therein ("“Drag-Along Rights"”) then held by every Non-THL ShareholderOther Securityholder, and in the case of a Compelled Sale involving Common Units (but subject to and at the closing of the Compelled Sale) to exercise such number of options or warrants (including the Warrant and including, at the option of Hynix, pursuant to Section 2(c) thereof) for Common Units held by every Other Securityholder as is required in order that a sufficient number of Common Units are available to Transfer the relevant Drag-Along Sale) to compel to exercise all, but not less than all, Portion of the Derivatives (whether then vested or unvested) held by every Non-THL Shareholder and to sell all of the Shares received upon each such exercise to such Third PartyOther Securityholder, for the same consideration per unit of the relevant class of Eligible Security and otherwise on the same terms and conditions as the THL Entities; providedInstitutional Securityholders, provided that any Non-THL Shareholder Other Securityholder who holds Derivatives options or warrants (including the Warrant) the exercise price per share of which is greater than the per share price at which the Shares Common Units are to be sold Transferred to the Third Party may, if required by THL the Institutional Securityholders to exercise such Derivativesoptions or warrants (including the Warrant), in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto; provided. If the Compelled Sale is not consummated with respect to any Common Units acquired upon exercise of such options or warrants (including the Warrant), furtheror the Compelled Sale is not consummated, thatsuch options or warrants (including the Warrant) shall be deemed not to have been exercised or canceled, upon as applicable. The CVC US Securityholder Representative and the FP Securityholder Representative, on behalf of the Institutional Securityholders, shall provide written notice of such Drag-Along Compelled Sale to the Other Securityholders (a “Compelled Sale Notice”) not later than the 15th day prior to the proposed Compelled Sale. The Compelled Sale Notice shall identify the transferee, in the case of a Compelled Sale pursuant to clauses (i) or (ii) of this Section 4.02(a), the number of Eligible Securities subject to the Compelled Sale, the Primary Executives shall have the right, but not the obligation, to require the Equity Investors to, at THL's option, consideration for which either arrange for the purchase by a third party Transfer or purchase directly a sale of all or substantially all of the Shares held by such Primary Executive assets of the Company, as a condition to consummation of such Drag-Along Sale andappropriate, in which case the number of shares is proposed to be sold by each Equity Investor will be reduced on a proportional basismade (the “Compelled Sale Price”) and all other material terms and conditions of the Compelled Sale. The number of shares of each class of Equity Eligible Securities to be sold by each Non-THL Shareholder Other Securityholder will be the Drag-Along Portion of the shares class of such class Eligible Securities that such Non-THL Shareholder Other Securityholder owns. "Each Other Securityholder shall be required to participate in the Compelled Sale on the terms and conditions set forth in the Compelled Sale Notice and to tender all its Eligible Securities as set forth below. The price payable in such Transfer shall be the Compelled Sale Price. Not later than the tenth day following the date of the Compelled Sale Notice (the “Compelled Sale Notice Period”), each of the Other Securityholders shall deliver to a representative of the Institutional Securityholders designated in the Compelled Sale Notice certificates (to the extent the Eligible Securities are certificated), and in the case of options or warrants (including the Warrant), the applicable instrument, representing all Eligible Securities comprising the Drag-Along Portion" meansPortion held by such Other Securityholder, duly endorsed, together with all other documents required to be executed in connection with such Compelled Sale or, if such delivery is not permitted by applicable law, an unconditional agreement to deliver such Eligible Securities pursuant to this Section 4.02(a) at the closing for such Compelled Sale against delivery to such Other Securityholder of the consideration therefor. If an Other Securityholder should fail to deliver such certificates to the Institutional Securityholders, the Company (subject to reversal under Section 4.02(b)) shall cause the books and records of the Company to show that such Eligible Securities are bound by the provisions of this Section 4.02(a) and that such Eligible Securities shall be Transferred to the Third Party immediately upon surrender for Transfer by the holder thereof. The Other Securityholders shall (a) be required (i) to bear their proportionate share of any escrows, holdbacks or adjustments in purchase price and any transaction expenses, (ii) to make such representations, warranties and covenants and enter into such agreements as are customary for transactions of the nature of the Compelled Sale, in each case under the terms of any definitive agreements relating to such Compelled Sale, (b) benefit from all of the same provisions of the definitive agreements as the Institutional Securityholders, (c) with respect to any Non-THL Shareholder and any each class of Equity SecuritiesEligible Securities to be Transferred in such Compelled Sale, have the number right to receive the same form of Shares consideration and same amount of consideration as each other holder of such class, and (d) if any holders of a class of Eligible Securities are given an option as to the form and amount of consideration received, each holder of such class of Equity Eligible Securities beneficially shall be given the same option, it being understood that any liability of any Other Securityholder for indemnification or similar post-closing obligations shall not exceed the consideration such Other Securityholder receives in the Compelled Sale and shall be a proportional share of any such liability based on such Other Securityholder’s share of the aggregate consideration in the Compelled Sale. (b) The Institutional Securityholders shall have a period of 90 days from the date of receipt of the Compelled Sale Notice to consummate the Compelled Sale on the terms and conditions set forth in such Compelled Sale Notice, provided that, if such Compelled Sale is subject to regulatory approval, such 90-day period shall be extended until the expiration of five Business Days after all such approvals have been received, but in no event later than 180 days following the receipt of the Compelled Sale Notice by the Other Securityholders. If the Compelled Sale shall not have been consummated during such period, the Institutional Securityholders shall return to each of the Other Securityholders all certificates or other applicable instruments (including the Warrant) representing Eligible Securities that such Other Securityholders delivered for Transfer pursuant hereto, together with any documents in the possession of the Institutional Securityholders executed by the Other Securityholders in connection with such proposed Transfer, and all the restrictions on Transfer contained in this Agreement or otherwise applicable at such time with respect to such Eligible Securities owned by such Non-THL Shareholder multiplied by a fractionthe Other Securityholders shall again be in effect. (c) Concurrently with the consummation of the Transfer of Eligible Securities pursuant to this Section 4.02, the numerator of which is CVC US Securityholder Representative and the number of shares of such class of Equity Securities proposed to be sold by the THL Entities FP Securityholder Representative, on behalf of the THL Entities and Institutional Securityholders, shall give notice thereof to the Non-THL Shareholders Other Securityholders, shall remit to each of the Other Securityholders who have surrendered their certificates or other applicable instruments the total consideration (as reduced by the number of shares of such class of Equity Securities to be sold by the Primary Executives in excess of their pro rata interest) and the denominator cash portion of which is to be paid by wire transfer of immediately available funds, or if requested by the total number Other Securityholders, bank or certified check) for the Eligible Securities Transferred pursuant hereto, less such Other Securityholder’s proportionate share of shares any escrows, holdbacks or adjustments in purchase price, and any transaction expenses and shall furnish such other evidence of the completion and time of completion of such class Transfer and the terms thereof as may be reasonably requested by such Other Securityholders. The Institutional Securityholders shall promptly remit any additional consideration payable upon the release of Equity any escrows or holdbacks or the payment of any adjustments. (d) Notwithstanding anything contained in this Section 4.02, there shall be no liability on the part of the Institutional Securityholders to the Other Securityholders (other than the obligation to return any certificates or other applicable instruments representing Eligible Securities beneficially owned received by the Shareholders. In Institutional Securityholders) if the event the Drag-Along Sale Transfer of Eligible Securities pursuant to this Section 4.02 is not consummated with respect for whatever reason, regardless of whether the Institutional Securityholders have delivered a Compelled Sale Notice. Whether to any shares acquired upon exercise effect a Transfer of Derivatives, such Derivatives shall be deemed not Eligible Securities pursuant to have been exercised or cancelled, as applicable. To the extent the Drag-Along Sale relates to Derivatives, and THL determines not to compel the exercise thereof, the Derivatives shall be treated as a separate class of Equity Securities and, if applicable, Derivatives are referred to in this Section 4.2 as "shares" 4.02 by the Institutional Securityholders is in the sole and absolute discretion of such classthe Institutional Securityholders. (e) This Section 4.02 shall terminate upon the third anniversary of the First Public Offering.

Right to Compel Participation in Certain Transfers. (a) If (i) the THL DLJMB Entities propose to Transfer transfer not less than 5080% of their Initial Ownership the shares of Common Stock then owned by them to a Third Party an unaffiliated third party in a bona fide sale, the DLJMB Entities may at their option require each of the other Shareholders to sell a number of shares of Common Stock equal to the product of the total number of shares of Common Stock owned by such other Shareholders and the DLJMB Proportion on the terms and conditions proposed by the third party ("Drag-Along Rights"). The DLJMB Entities shall provide written notice of such sale or (ii) to the THL Entities propose a Transfer in which other Shareholders not later than the 15th day prior to the proposed sale. The notice shall identify the transferee, the number of shares of Common Stock to be Transferred sold by each Shareholder, the proposed consideration and all other material terms and conditions. Subject to the terms hereof, each Shareholder shall be required to participate in the sale on the terms and conditions set forth in the notice and to tender all of its shares of Common Stock to be sold as set forth below; provided that (x) Xxxxxxx shall not be responsible for any post-closing covenants or obligations that would limit the normal operation of Xxxxxxx or companies they have invested in, other than pro rata indemnification provisions and nonsolicitation provisions and (y) the GTP Shareholders constitute more shall not be personally responsible for any post-closing covenants or obligations other than pro rata indemnification provisions and nonsolicitation provisions imposed on all other Shareholders. Not later than the 10th day following the date of the notice from the DLJMB Entities, each of the other Shareholders shall deliver to a Person designated in the notice certificates representing the shares to be sold by such Shareholder, duly endorsed, together with all other documents required to be executed in connection with such sale. If a Shareholder should fail to deliver such certificates, the Company shall cause the books and records of the Company to show that such shares of Common Stock are bound by the provisions of this Section 4.02 and that such shares of Common Stock shall be transferred to the purchaser immediately upon surrender for transfer by the holder thereof. (b) The DLJMB Entities shall have a period of 45 days from the date of receipt of the notice to consummate the sale on the terms and conditions set forth in such notice. If the sale shall not have been consummated during such period, the DLJMB Entities shall return to each of the other Shareholders all certificates and other documents that such Shareholder delivered for transfer pursuant hereto, and all the restrictions on transfer contained in this Agreement or otherwise applicable at such time with respect to Company Securities owned by the other Shareholders shall again be in effect. (c) Concurrently with the consummation of the transfer of shares of Common Stock pursuant to this Section 4.02, the DLJMB Entities shall give notice thereof to the other Shareholders, shall remit to such Shareholders the total consideration (less their proportional share of any expenses of such sale) (by bank or certified check) for the shares of Common Stock sold by such Shareholders pursuant hereto and shall furnish such other evidence of the completion and time of completion of such transfer and the terms thereof as may be reasonably requested by such Shareholders. (d) The Drag-Along Rights pursuant to this Section 4.02 will terminate upon the earlier to occur of (i) at such time as the DLJMB Entities and the other Shareholders own less than 50% of the outstanding shares of Common Stock (a "Drag-Along Sale"), THL may at its option require all Shareholders to sell all Equity Securities proposed to be sold therein ("Drag-Along Rights") then held by every Non-THL Shareholder, and (subject to and at ii) the closing second anniversary of the Drag-Along Sale) to compel to exercise all, but not less than all, of the Derivatives (whether then vested or unvested) held by every Non-THL Shareholder and to sell all of the Shares received upon such exercise to such Third Party, for the same consideration and otherwise on the same terms and conditions as the THL Entities; provided, that any Non-THL Shareholder who holds Derivatives the exercise price per share of which is greater than the per share price at which the Shares are to be sold to the Third Party may, if required by THL to exercise such Derivatives, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto; provided, further, that, upon such Drag-Along Sale, the Primary Executives shall have the right, but not the obligation, to require the Equity Investors to, at THL's option, either arrange for the purchase by a third party or purchase directly all of the Shares held by such Primary Executive as a condition to consummation of such Drag-Along Sale and, in which case the number of shares to be sold by each Equity Investor will be reduced on a proportional basis. The number of shares of each class of Equity Securities to be sold by each Non-THL Shareholder will be the Drag-Along Portion of the shares of such class that such Non-THL Shareholder owns. "Drag-Along Portion" means, with respect to any Non-THL Shareholder and any class of Equity Securities, the number of Shares of such class of Equity Securities beneficially owned by such Non-THL Shareholder multiplied by a fraction, the numerator of which is the number of shares of such class of Equity Securities proposed to be sold by the THL Entities on behalf of the THL Entities and the Non-THL Shareholders (as reduced by the number of shares of such class of Equity Securities to be sold by the Primary Executives in excess of their pro rata interest) and the denominator of which is the total number of shares of such class of Equity Securities beneficially owned by the Shareholders. In the event the Drag-Along Sale is not consummated with respect to any shares acquired upon exercise of Derivatives, such Derivatives shall be deemed not to have been exercised or cancelled, as applicable. To the extent the Drag-Along Sale relates to Derivatives, and THL determines not to compel the exercise thereof, the Derivatives shall be treated as a separate class of Equity Securities and, if applicable, Derivatives are referred to in this Section 4.2 as "shares" of such classInitial Public Offering.

Right to Compel Participation in Certain Transfers. (a) If the Institutional Shareholders together propose (i) the THL Entities propose to Transfer not less than 50% of their Initial Ownership of Common Stock any class of Company Securities to a Third Party in a bona fide sale or (ii) the THL Entities propose a Transfer in which the shares of Common Stock Company Securities to be Transferred by the Institutional Shareholders together, plus the Company Securities to be Transferred by the Other Shareholders pursuant to this Section 4.02(a), constitute more than 50% of the outstanding shares of Common Stock Company Securities in a particular class (a "COMPELLED SALE"), the Institutional Shareholders together may at their option require all Other Shareholders to Transfer the Drag-Along Sale"), THL may at its option require all Shareholders to sell all Equity Portion of such class of Company Securities proposed to be sold therein ("DragDRAG-Along RightsALONG RIGHTS") then held by every Non-THL Other Shareholder, and in the case of a Compelled Sale involving Common Shares (but subject to and at the closing of the Compelled Sale) to exercise such number of options or Warrants for Common Shares held by every Other Shareholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Sale) to compel to exercise all, but not less than all, Portion of the Derivatives (whether then vested or unvested) held by every Non-THL Shareholder and to sell all of the Shares received upon each such exercise to such Third PartyOther Shareholder, for the same consideration per unit of the relevant class of Company Security and otherwise on the same terms and conditions as the THL Entities; providedInstitutional Shareholders, provided that any Non-THL Other Shareholder who holds Derivatives options or Warrants the exercise price per share of which is greater than the per share price at which the Common Shares are to be sold Transferred to the Third Party may, if required by THL the Institutional Shareholders to exercise such Derivativesoptions, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto; provided. If the Compelled Sale is not consummated with respect to any Common Shares acquired upon exercise of such options or Warrants, furtheror the Compelled Sale is not consummated, thatsuch options or Warrants shall be deemed not to have been exercised or canceled, upon as applicable. The Institutional Shareholders shall provide written notice of such Drag-Along Compelled Sale to the Other Shareholders (a "COMPELLED SALE NOTICE") not later than the 15th day prior to the proposed Compelled Sale. The Compelled Sale Notice shall identify the transferee, the number of Company Securities subject to the Compelled Sale, the Primary Executives shall have consideration for which a Transfer is proposed to be made (the right, but not the obligation, to require the Equity Investors to, at THL's option, either arrange for the purchase by a third party or purchase directly "COMPELLED SALE PRICE") and all other material terms and conditions of the Shares held by such Primary Executive as a condition to consummation of such Drag-Along Sale and, in which case the number of shares to be sold by each Equity Investor will be reduced on a proportional basisCompelled Sale. The number of shares of each class of Equity Company Securities to be sold by each Non-THL Other Shareholder will be the Drag-Along Portion of the shares class of such class Company Securities that such Non-THL Other Shareholder owns. Each Other Shareholder shall be required to participate in the Compelled Sale on the terms and conditions set forth in the Compelled Sale Notice and to tender all its Company Securities as set forth below. The price payable in such Transfer shall be the Compelled Sale Price. Not later than the 10th day following the date of the Compelled Sale Notice (the "Drag-Along Portion" meansCOMPELLED SALE NOTICE PERIOD"), with respect each of the Other Shareholders shall deliver to any Non-THL Shareholder a representative of the Institutional Shareholders designated in the Compelled Sale Notice certificates, and any class in the case of Equity SecuritiesWarrants, the number of Shares of such class of Equity applicable instrument, representing all Company Securities beneficially owned by such Non-THL Shareholder multiplied by a fraction, the numerator of which is the number of shares of such class of Equity Securities proposed to be sold by the THL Entities on behalf of the THL Entities and the Non-THL Shareholders (as reduced by the number of shares of such class of Equity Securities to be sold by the Primary Executives in excess of their pro rata interest) and the denominator of which is the total number of shares of such class of Equity Securities beneficially owned by the Shareholders. In the event comprising the Drag-Along Portion held by such Other Shareholder, duly endorsed, together with all other documents required to be executed in connection with such Compelled Sale or, if such delivery is not permitted by applicable law, an unconditional agreement to deliver such Company Securities pursuant to this Section 4.02(a) at the closing for such Compelled Sale against delivery to such Other Shareholder of the consideration therefor. If an Other Shareholder should fail to deliver such certificates to the Institutional Shareholders, the Company (subject to reversal under Section 4.02(b)) shall cause the books and records of the Company to show that such Company Securities are bound by the provisions of this Section 4.02(a) and that such Company Securities shall be Transferred to the Third Party immediately upon surrender for Transfer by the holder thereof. The Other Shareholders shall (a) be required (i) to bear their proportionate share of any escrows, holdbacks or adjustments in purchase price and any transaction expenses and (ii) to make such representations, warranties and covenants and enter into such agreements as are customary for transactions of the nature of the Compelled Sale, in each case under the terms of any definitive agreements relating to such Compelled Sale and (b) benefit from all of the same provisions of the definitive agreements as the Institutional Shareholders, it being understood that any liability of any Other Shareholder for indemnification or similar post-closing obligations shall not exceed the consideration such Other Shareholder receives in the Compelled Sale and shall be a proportional share of any such liability based on such Other Shareholder's share of the aggregate consideration in the Compelled Sale. (b) The Institutional Shareholders shall have a period of 90 days from the date of receipt of the Compelled Sale Notice to consummate the Compelled Sale on the terms and conditions set forth in such Compelled Sale Notice, provided that, if such Compelled Sale is subject to regulatory approval, such 90-day period shall be extended until the expiration of five Business Days after all such approvals have been received, but in no event later than 180 days following the effective date of the Compelled Sale Notice. If the Compelled Sale shall not have been consummated during such period, the Institutional Shareholders shall return to each of the Other Shareholders all certificates or other applicable instruments representing Company Securities that such Other Shareholders delivered for Transfer pursuant hereto, together with any documents in the possession of the Institutional Shareholders executed by the Other Shareholders in connection with such proposed Transfer, and all the restrictions on Transfer contained in this Agreement or otherwise applicable at such time with respect to such Company Securities owned by the Other Shareholders shall again be in effect. (c) Concurrently with the consummation of the Transfer of Company Securities pursuant to this Section 4.02, the Institutional Shareholders shall give notice thereof to the Other Shareholders, shall remit to each of the Other Shareholders who have surrendered their certificates or other applicable instruments the total consideration (the cash portion of which is to be paid by bank or certified check) for the Company Securities Transferred pursuant hereto and shall furnish such other evidence of the completion and time of completion of such Transfer and the terms thereof as may be reasonably requested by such Other Shareholders. (d) Notwithstanding anything contained in this Section 4.02, there shall be no liability on the part of the Institutional Shareholders to the Other Shareholders (other than the obligation to return any certificates or other applicable instruments representing Company Securities received by any Institutional Shareholders) if the Transfer of Company Securities pursuant to this Section 4.02 is not consummated with respect for whatever reason, regardless of whether the Institutional Shareholders have delivered a Compelled Sale Notice. Whether to any shares acquired effect a Transfer of Company Securities pursuant to this Section 4.02 by the Institutional Shareholders is in the sole and absolute discretion of the Institutional Shareholders. (e) This Section 4.02 shall terminate upon exercise the earlier to occur of Derivatives, (i) the third anniversary of the First Public Offering and (ii) the date on which the Aggregate Ownership of the Institutional Shareholders together falls below 35% of the aggregate Initial Ownership of such Derivatives Institutional Shareholders. (f) The Institutional Shareholders together shall be deemed not permitted, instead of effecting a Compelled Sale pursuant to have been exercised or cancelled, as applicable. To the extent the Drag-Along Sale relates to Derivatives, and THL determines not to compel the exercise thereof, the Derivatives shall be treated as a separate class of Equity Securities and, if applicable, Derivatives are referred to in this Section 4.2 as "shares" 4.02, instead to elect to effect a Compelled Sale pursuant to Section 4.06 of the Charter, in which case the provisions in Section 4.06 of the Charter shall govern for purposes of such classCompelled Sale in lieu of Section 4.02.

Right to Compel Participation in Certain Transfers. (a) If the Institutional Shareholders together propose (i) the THL Entities propose to Transfer not less than 50% of their Initial Ownership of Common Stock Shares to a Third Party in a bona fide sale or (ii) the THL Entities propose a Transfer in which the shares of Common Stock Shares to be Transferred by the Institutional Shareholders together, plus the Common Shares to be Transferred by the Other Shareholders pursuant to this Section 4.02(a), constitute more than 50% of the outstanding shares of Common Stock Shares (a "COMPELLED SALE"), the Institutional Shareholders together may at their option require all Other Shareholders to Transfer the Drag-Along Sale"), THL may at its option require all Shareholders to sell all Equity Securities proposed to be sold therein Portion of Common Shares ("DragDRAG-Along RightsALONG RIGHTS") then held by every Non-THL ShareholderOther Shareholder and, and (subject to and at the closing of the Compelled Sale, to exercise such number of options or Warrants for Common Shares held by every Other Shareholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Sale) to compel to exercise all, but not less than all, Portion of the Derivatives (whether then vested or unvested) held by every Non-THL Shareholder and to sell all of the Shares received upon each such exercise to such Third PartyOther Shareholder, for the same consideration per Common Share and otherwise on the same terms and conditions as the THL Entities; providedInstitutional Shareholders, provided that any Non-THL Other Shareholder who holds Derivatives options or Warrants the exercise price per share of which is greater than the per share price at which the Common Shares are to be sold Transferred to the Third Party may, if required by THL the Institutional Shareholders to exercise such Derivativesoptions, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto; provided. If the Compelled Sale is not consummated with respect to any Common Shares acquired upon exercise of such options or Warrants, furtheror the Compelled Sale is not consummated, thatsuch options or Warrants shall be deemed not to have been exercised or canceled, upon as applicable. The Institutional Shareholders shall provide written notice of such Drag-Along Compelled Sale to the Other Shareholders (a "COMPELLED SALE NOTICE") not later than the 15th day prior to the proposed Compelled Sale. The Compelled Sale Notice shall identify the transferee, the number of Common Shares subject to the Compelled Sale, the Primary Executives shall have consideration for which a Transfer is proposed to be made (the right, but not the obligation, to require the Equity Investors to, at THL's option, either arrange for the purchase by a third party or purchase directly "COMPELLED SALE PRICE") and all other material terms and conditions of the Shares held by such Primary Executive as a condition to consummation of such Drag-Along Sale and, in which case the Compelled Sale. The number of shares Common Shares to be sold by each Equity Investor will be reduced on a proportional basis. The number of shares of each class of Equity Securities to be sold by each Non-THL Other Shareholder will be the Drag-Along Portion of the shares of such class Common Shares that such Non-THL Other Shareholder owns. Each Other Shareholder shall be required to participate in the Compelled Sale on the terms and conditions set forth in the Compelled Sale Notice and to tender its Common Shares as set forth below. The price payable in such Transfer shall be the Compelled Sale Price. Not later than the 10th day following the date of the Compelled Sale Notice (the "Drag-Along Portion" meansCOMPELLED SALE NOTICE PERIOD"), with respect each of the Other Shareholders shall deliver to any Non-THL Shareholder a representative of the Institutional Shareholders designated in the Compelled Sale Notice certificates, and any class in the case of Equity SecuritiesWarrants, the number of Shares of such class of Equity applicable instrument, representing all Company Securities beneficially owned by such Non-THL Shareholder multiplied by a fraction, the numerator of which is the number of shares of such class of Equity Securities proposed to be sold by the THL Entities on behalf of the THL Entities and the Non-THL Shareholders (as reduced by the number of shares of such class of Equity Securities to be sold by the Primary Executives in excess of their pro rata interest) and the denominator of which is the total number of shares of such class of Equity Securities beneficially owned by the Shareholders. In the event comprising the Drag-Along Portion held by such Other Shareholder, duly endorsed, together with all other documents required to be executed in connection with such Compelled Sale or, if such delivery is not permitted by applicable law, an unconditional agreement to deliver such Company Securities pursuant to this Section 4.02(a) at the closing for such Compelled Sale against delivery to such Other Shareholder of the consideration therefor. If an Other Shareholder should fail to deliver such certificates or other applicable instruments to the Institutional Shareholders, the Company (subject to reversal under Section 4.02(b)) shall cause the books and records of the Company to show that such Company Securities are bound by the provisions of this Section 4.02(a) and that such Company Securities shall be Transferred to the Third Party immediately upon surrender for Transfer by the holder thereof. The Other Shareholders shall (a) be required (i) to bear their proportionate share of any escrows, holdbacks or adjustments in purchase price and any transaction expenses and (ii) to make such representations, warranties and covenants and enter into such agreements as are customary for transactions of the nature of the Compelled Sale, in each case under the terms of any definitive agreements relating to such Compelled Sale and (b) benefit from all of the same provisions of the definitive agreements as the Institutional Shareholders, it being understood that any liability of any Other Shareholder for indemnification or similar post-closing obligations shall not exceed the consideration such Other Shareholder receives in the Compelled Sale and shall be a proportional share of any such liability based on such Other Shareholder's share of the aggregate consideration in the Compelled Sale. (b) The Institutional Shareholders shall have a period of 90 days from the date of receipt of the Compelled Sale Notice to consummate the Compelled Sale on the terms and conditions set forth in such Compelled Sale Notice, provided that, if such Compelled Sale is subject to regulatory approval, such 90-day period shall be extended until the expiration of five Business Days after all such approvals have been received, but in no event later than 180 days following the effective date of the Compelled Sale Notice. If the Compelled Sale shall not have been consummated during such period, the Institutional Shareholders shall return to each of the Other Shareholders all certificates or other applicable instruments representing Company Securities that such Other Shareholders delivered for Transfer pursuant hereto, together with any documents in the possession of the Institutional Shareholders executed by the Other Shareholders in connection with such proposed Transfer, and all the restrictions on Transfer contained in this Agreement or otherwise applicable at such time with respect to any shares acquired upon exercise such Company Securities owned by the Other Shareholders shall again be in effect. (c) Concurrently with the consummation of Derivatives, such Derivatives shall be deemed not the Transfer of Company Securities pursuant to have been exercised or cancelled, as applicable. To the extent the Drag-Along Sale relates to Derivatives, and THL determines not to compel the exercise thereofthis Section 4.02, the Derivatives Institutional Shareholders shall give notice thereof to the Other Shareholders, shall remit to each of the Other Shareholders who have surrendered their certificates or other applicable instruments the total consideration (the cash portion of which is to be treated paid by bank or certified check) for the Company Securities Transferred pursuant hereto and shall furnish such other evidence of the completion and time of completion of such Transfer and the terms thereof as a separate class of Equity Securities and, if applicable, Derivatives are referred to may be reasonably requested by such Other Shareholders. (d) Notwithstanding anything contained in this Section 4.2 as "shares" 4.02, there shall be no liability on the part of such class.the Institutional Shareholders to the Other Shareholders (other than the obligation to return any certificates or other applicable instruments representing Company Securities received by any Institutional Shareholders) if the Transfer of Company Securities pursuant to this

Right to Compel Participation in Certain Transfers. (a) If (i) (A) the THL DLJ Entities and their Permitted Transferees propose to Transfer transfer not less than 5075% of their Initial Aggregate Ownership of Common Stock Shares to a Third Party in a bona fide sale at a price per share in excess of $22 per share (taking into account the effect of any stock split, stock dividend or reverse stock split) or (B) the DLJ Entities propose a transfer at a price per share in excess of $22 per share (taking into account the effect of any stock split, stock dividend or reverse stock split) in which the Common Shares to be transferred by the DLJ Entities and their Permitted Transferees together with the Subject Shares (defined below) constitute more than 75% of the outstanding Common Shares and (ii) the THL shares to be sold by the DLJ Entities propose a Transfer in which and their Permitted Transferees constitute at least 50 percent of the shares total number of Common Stock Shares to be Transferred by Shareholders constitute more than 50% of so sold pursuant to (A) or (B) above (such Common Shares proposed to be transferred being referred to collectively, as the outstanding shares of Common Stock ("SOLD SHARES"; and any such proposed sale, a "Drag-Along SaleSECTION 4.02 SALE"), THL the DLJ Entities may at its their option require all Shareholders Other Stockholders to sell all Equity Securities proposed to be sold therein their Subject Shares ("DragDRAG-Along RightsALONG RIGHTS") then held by every Non-THL Shareholder), and (which for the avoidance of doubt shall require any Other Stockholder (subject to and effective at the closing of the Drag-Along Section 4.02 Sale) to compel to exercise all, but not less than all, of options and/or warrants (excluding the Derivatives (whether then vested or unvestedWarrants) held by every Non-THL Shareholder and to sell all of to such Third Party the Common Shares received upon as a result of such exercise to the extent necessary (or in the case of the Warrants, to sell such Warrants to such Third Party, Party without exercise)) for the same consideration and otherwise on per Common Share (or in the same terms and conditions as the THL Entities; provided, that any Non-THL Shareholder who holds Derivatives the exercise price per share of which is greater than the per share price at which the Shares are to be sold to the Third Party may, if required by THL to exercise such Derivatives, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto; provided, further, that, upon such Drag-Along Sale, the Primary Executives shall have the right, but not the obligation, to require the Equity Investors to, at THL's option, either arrange for the purchase by a third party or purchase directly all case of the Shares held by such Primary Executive as a condition to consummation of such Drag-Along Sale and, in which case the number of shares to be sold by each Equity Investor will be reduced on a proportional basis. The number of shares of each class of Equity Securities to be sold by each Non-THL Shareholder will be the Drag-Along Portion of the shares of such class that such Non-THL Shareholder owns. "Drag-Along Portion" means, with respect to any Non-THL Shareholder and any class of Equity Securities, the number of Shares of such class of Equity Securities beneficially owned by such Non-THL Shareholder multiplied by a fraction, the numerator of which is the number of shares of such class of Equity Securities proposed to be sold by the THL Entities on behalf of the THL Entities and the Non-THL Shareholders (as reduced by the number of shares of such class of Equity Securities to be sold by the Primary Executives in excess of their pro rata interest) and the denominator of which is the total number of shares of such class of Equity Securities beneficially owned by the Shareholders. In the event the Drag-Along Sale is not consummated with respect to any shares acquired upon exercise of Derivatives, such Derivatives shall be deemed not to have been exercised or cancelled, as applicable. To the extent the Drag-Along Sale relates to Derivatives, and THL determines not to compel the exercise thereof, the Derivatives shall be treated as a separate class of Equity Securities and, if applicable, Derivatives are referred to in this Section 4.2 as "shares" of such class.Warrants

Right to Compel Participation in Certain Transfers. (a) If (i) the THL Entities propose LLC proposes to Transfer transfer not less than 50% of their its Initial Ownership of Common Stock to a Third Party in a bona fide sale or (ii) the THL Entities propose a Transfer LLC proposes an arms-length transfer in which the shares of Common Stock to be Transferred transferred by Shareholders the LLC and its Permitted Transferees constitute more than 50% of the outstanding shares of Common Stock (a "Drag-Along Section 4.02 Sale"), THL the LLC may at its option require all Shareholders Other Stockholders to sell all Equity the Drag-Along Portion of the Subject Securities proposed to be sold therein ("Drag-Along Rights") then held by every Non-THL ShareholderOther Stockholder, and (subject to and at the closing of the Drag-Along Section 4.02 Sale) to compel to exercise all, but not less than all, of the Derivatives (whether then vested or unvested) options held by every Non-THL Shareholder Other Stockholder and to sell all of the Shares shares of Common Stock received upon such exercise to such Third Party, for the same consideration per share of Common Stock and otherwise on the same terms and conditions as the THL EntitiesLLC; provided, provided that any Non-THL Shareholder Other Stockholder who holds Derivatives options the exercise price per share of which is greater than the per share price at which the Shares are to be sold to the Third Party may, if required by THL the LLC to exercise such Derivativesoptions, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto; provided, further, that, upon such Drag-Along Sale, the Primary Executives shall have the right, but not the obligation, to require the Equity Investors to, at THL's option, either arrange for the purchase by a third party or purchase directly all of the Shares held by such Primary Executive as a condition to consummation of such Drag-Along Sale and, in which case the number of shares to be sold by each Equity Investor will be reduced on a proportional basis. The number of shares of each class of Equity Securities to be sold by each Non-THL Shareholder will be the Drag-Along Portion of the shares of such class that such Non-THL Shareholder owns. "Drag-Along Portion" means, with respect to any Non-THL Shareholder and any class of Equity Securities, the number of Shares of such class of Equity Securities beneficially owned by such Non-THL Shareholder multiplied by a fraction, the numerator of which is the number of shares of such class of Equity Securities proposed to be sold by the THL Entities on behalf of the THL Entities and the Non-THL Shareholders (as reduced by the number of shares of such class of Equity Securities to be sold by the Primary Executives in excess of their pro rata interest) and the denominator of which is the total number of shares of such class of Equity Securities beneficially owned by the Shareholders. In the event the Drag-Along Section 4.02 Sale is not consummated with respect to any shares acquired upon exercise of Derivativessuch options, or the Section 4.02 Sale is not consummated, such Derivatives options shall be deemed not to have been exercised or cancelledcanceled, as applicable. To the extent the Drag-Along Sale relates to Derivatives, and THL determines not to compel the exercise thereof, the Derivatives The LLC shall be treated as a separate class of Equity Securities and, if applicable, Derivatives are referred to in this Section 4.2 as "shares" provide written notice of such class.Section 4.02 Sale to the Other Stockholders (a "Section 4.02 Notice") not later than the 15th Business Day prior to the proposed Section 4.02

Right to Compel Participation in Certain Transfers. (a) If (i) the THL DLJ Entities propose to Transfer transfer not less than 50% of their Initial Ownership of Common Stock to a Third Party in a bona fide sale or sale, (ii) the THL DLJ Entities propose a Transfer transfer in which the shares of Common Stock Shares to be Transferred transferred by the DLJ Entities, the Institutional Shareholders and their Permitted Transferees constitute more than 50% of the outstanding shares of Common Stock (a "Drag-Along SaleSECTION 4.02 SALE"), THL the DLJ Entities may at its their option require all Other Shareholders to sell all Equity the Subject Securities proposed to be sold therein ("DragDRAG-Along RightsALONG RIGHTS") then held by every Non-THL Other Shareholder, and (subject to and at the closing of the Drag-Along Section 4.02 Sale) to compel to exercise all, but not less than all, of the Derivatives (whether then vested or unvested) options held by every Non-THL Other Shareholder and to sell all of the Shares shares of Common Stock received upon such exercise to such Third Party, for the same consideration per share of Common Stock and otherwise on the same terms and conditions as the THL DLJ Entities; provided, provided that any Non-THL Other Shareholder who holds Derivatives options the exercise price per share of which is greater than the per share price at which the Shares are to be sold to the Third Party may, if required by THL the DLJ Entities to exercise such Derivativesoptions, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto; provided, further, that, upon such Drag-Along Sale, the Primary Executives shall have the right, but not the obligation, to require the Equity Investors to, at THL's option, either arrange for the purchase by a third party or purchase directly all of the Shares held by such Primary Executive as a condition to consummation of such Drag-Along Sale and, in which case the number of shares to be sold by each Equity Investor will be reduced on a proportional basis. The number of shares of each class of Equity Securities to be sold by each Non-THL Shareholder will be the Drag-Along Portion of the shares of such class that such Non-THL Shareholder owns. "Drag-Along Portion" means, with respect to any Non-THL Shareholder and any class of Equity Securities, the number of Shares of such class of Equity Securities beneficially owned by such Non-THL Shareholder multiplied by a fraction, the numerator of which is the number of shares of such class of Equity Securities proposed to be sold by the THL Entities on behalf of the THL Entities and the Non-THL Shareholders (as reduced by the number of shares of such class of Equity Securities to be sold by the Primary Executives in excess of their pro rata interest) and the denominator of which is the total number of shares of such class of Equity Securities beneficially owned by the Shareholders. In the event the Drag-Along Section 4.02 Sale is not consummated with respect to any shares acquired upon exercise of Derivativessuch options, or the Section 4.02 Sale is not consummated, such Derivatives options shall be deemed not to have been exercised or cancelled, as applicable. To the extent the Drag-Along Sale relates to Derivatives, and THL determines not to compel the exercise thereof, the Derivatives DLJMB shall be treated as a separate class of Equity Securities and, if applicable, Derivatives are referred to in this Section 4.2 as "shares" provide written notice of such class.Section 4.02 Sale to the Other Shareholders (a "SECTION 4.02 NOTICE") not later than the 15th day prior to the proposed Section 4.02

Right to Compel Participation in Certain Transfers. (a) If (i) the THL Entities propose to Transfer not less than 50% a Shareholder or group of their Initial Ownership of Common Stock to a Third Party in a bona fide sale or (ii) the THL Entities propose a Transfer in which the shares of Common Stock to be Transferred by Shareholders constitute beneficially owning more than 50% of the outstanding shares Stock (the "Majority Shareholders") should transfer Stock that constitutes more than 50% of Common the outstanding Stock (a "Drag-Along along Sale"), THL may such Majority Shareholders may, at its option option, require all but not less than all of the other Shareholders to sell all Equity Securities participate in such transfer at the same Drag-along Sale Price (as defined below), and otherwise on substantially the same terms and conditions, as the Majority Shareholders. Not later than 15 days prior to the proposed date of the Drag-along Sale, the Majority Shareholders shall provide written notice of the Drag-along Sale to be sold therein the other Shareholders ("Drag-Along Rightsalong Notice") then held by every Non-THL Shareholder), and (subject to and at the closing which shall have attached a copy of the Drag-Along Sale) agreement pursuant to compel to exercise all, but not less than all, of the Derivatives (whether then vested or unvested) held by every Non-THL Shareholder and to sell all of the Shares received upon such exercise to such Third Party, for the same consideration and otherwise on the same terms and conditions as the THL Entities; provided, that any Non-THL Shareholder who holds Derivatives the exercise price per share of which is greater than the per share price at which the Shares are to be sold to the Third Party may, if required by THL to exercise such Derivatives, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto; provided, further, that, upon such Drag-Along Sale, the Primary Executives shall have the right, but not the obligation, to require the Equity Investors to, at THL's option, either arrange for the purchase by a third party or purchase directly all of the Shares held by such Primary Executive along Stock (as a condition to consummation of such Drag-Along Sale and, in which case the number of shares defined below) is proposed to be sold by each Equity Investor will be reduced on a proportional basis. The number of shares of each class of Equity Securities to be sold by each Non-THL Shareholder will be transferred (the Drag-Along Portion of the shares of such class that such Non-THL Shareholder owns. "Drag-Along Portion" meansalong Agreement"). The Drag-along Notice shall identify the transferee, with respect to any Non-THL Shareholder and any class of Equity Securities, the number of Shares of such class of Equity Securities beneficially owned by such Non-THL Shareholder multiplied by a fraction, the numerator of which is the number of shares of such class Stock subject to the Drag-along Sale, the consideration per share of Equity Securities Stock for which a transfer is proposed to be sold by made (the THL Entities on behalf "Drag-along Sale Price") and all other material terms and conditions of the THL Entities Drag-along Sale. Each other Shareholder shall be required to participate in the Drag-along Sale on the terms and conditions set forth in the NonDrag-THL Shareholders (as reduced by the number of along Notice and to tender shares of Stock (the "Drag-along Stock") owned by such class other Shareholder at the time the Drag-along Notice is delivered. Within 10 days following receipt of Equity Securities the Drag-along Notice (the "Drag-along Notice Period"), each other Shareholder shall deliver in escrow to a representative of the Majority Shareholders designated in the Drag-along Notice certificates representing all Drag-along Stock held by such other Shareholder, duly endorsed, together with all other documents required to be sold executed in connection with such Drag-along Sale or, if such delivery is not permitted by applicable law, an unconditional agreement to deliver such Stock pursuant to this Section 2.01(a) at the Primary Executives in excess of their pro rata interest) and the denominator of which is the total number of shares closing of such class Drag-along Sale against delivery to such other Shareholder of Equity Securities beneficially owned by the Shareholdersconsideration therefor. In the event that any other Shareholder should fail to deliver such certificates to the Majority Shareholders, Bxxx shall cause the books and records of Bxxx to show that the holders of such Stock are bound by the provisions of this Section 2.01(a) and that such Stock shall be transferred to the buyer immediately upon surrender for transfer by such other Shareholder. (b) If, within 120 days after the Majority Shareholders give the Drag-Along along Notice, the transfer of all Stock subject to the Drag-along Sale is not consummated completed, the Majority Shareholders shall return to each other Shareholder all certificates representing Stock that such other Shareholder delivered for transfer pursuant hereto, together with any documents in the possession of the Majority Shareholders executed by such other Shareholder in connection with such proposed transfer, and all restrictions on transfer contained in this Agreement or otherwise applicable at such time with respect to any shares acquired upon exercise Stock owned by the other Shareholders shall again be in effect. (c) Promptly after the consummation of Derivativesthe transfer of Stock of the Majority Shareholders and the other Shareholders pursuant to this Section 2.01, the Majority Shareholders shall give notice thereof to the other Shareholders, shall remit to each of the other Shareholders who have surrendered their certificates the total consideration for the Stock of such Derivatives other Shareholders transferred pursuant thereto and shall furnish such other evidence of the completion and time of completion of such transfer and the terms thereof as may be reasonably requested by such other Shareholders. The consideration per Share to be paid to the Majority Shareholders and the other Shareholders shall be deemed not to have been exercised or cancelled, as applicable. To the extent the relevant Drag-Along along Sale relates to Derivatives, and THL determines not to compel the exercise thereof, the Derivatives shall be treated as a separate class of Equity Securities and, if applicable, Derivatives are referred to in this Section 4.2 as "shares" of such classPrice.

Right to Compel Participation in Certain Transfers. (a) If the Institutional Shareholders collectively propose (i) the THL Entities propose to Transfer not less than 50% of their Initial Ownership of Common Stock Ordinary Shares to a Third Party in a bona fide sale or (ii) the THL Entities propose a Transfer in which the shares of Common Stock Ordinary Shares to be Transferred by the Institutional Shareholders collectively, plus the Ordinary Shares to be Transferred by the Other Shareholders pursuant to this Section 4.02(a), constitute more than 50% of the outstanding shares of Common Stock Ordinary Shares (a "“Compelled Sale”), the Institutional Shareholders collectively may at their option require all Other Shareholders to Transfer the Drag-Along Sale"), THL may at its option require all Shareholders to sell all Equity Securities proposed to be sold therein Portion of Ordinary Shares ("“Drag-Along Rights"”) then held by every Non-THL ShareholderOther Shareholder and, and (subject to and at the closing of the Compelled Sale, to exercise such number of options or warrants for Ordinary Shares held by every Other Shareholder as is required in order that a sufficient number of Ordinary Shares are available to Transfer the relevant Drag-Along Sale) to compel to exercise all, but not less than all, Portion of the Derivatives (whether then vested or unvested) held by every Non-THL Shareholder and to sell all of the Shares received upon each such exercise to such Third PartyOther Shareholder, for the same consideration per Ordinary Share and otherwise on the same terms and conditions as the THL Entities; providedInstitutional Shareholders, provided that any Non-THL Other Shareholder who holds Derivatives options or warrants the exercise price per share of which is greater than the per share price at which the Ordinary Shares are to be sold Transferred to the Third Party may, if required by THL the Institutional Shareholders to exercise such Derivativesoptions, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto; provided. If the Compelled Sale is not consummated with respect to any Ordinary Shares acquired upon exercise of such options or warrants, furtheror the Compelled Sale is not consummated, thatsuch options or warrants shall be deemed not to have been exercised or canceled, upon as applicable. The Institutional Shareholders shall provide written notice of such Drag-Along Compelled Sale to the Other Shareholders (a “Compelled Sale Notice”) not later than the 15th day prior to the proposed Compelled Sale. The Compelled Sale Notice shall identify the transferee, the number of Ordinary Shares subject to the Compelled Sale, the Primary Executives shall have consideration for which a Transfer is proposed to be made (the right, but not the obligation, to require the Equity Investors to, at THL's option, either arrange for the purchase by a third party or purchase directly “Compelled Sale Price”) and all other material terms and conditions of the Shares held by such Primary Executive as a condition to consummation of such Drag-Along Sale and, in which case the Compelled Sale. The number of shares Ordinary Shares to be sold by each Equity Investor will be reduced on a proportional basis. The number of shares of each class of Equity Securities to be sold by each Non-THL Other Shareholder will be the Drag-Along Portion of the shares of such class Ordinary Shares that such Non-THL Other Shareholder owns. "Drag-Along Portion" meansEach Other Shareholder shall be required to participate in the Compelled Sale on the terms and conditions set forth in the Compelled Sale Notice and to tender its Ordinary Shares as set forth below. The price payable in such Transfer shall be the Compelled Sale Price. Not later than the 10th day following the date of the Compelled Sale Notice (the “Compelled Sale Notice Period”), with respect each of the Other Shareholders shall deliver to any Non-THL Shareholder a representative of the Institutional Shareholders designated in the Compelled Sale Notice certificates, and any class in the case of Equity Securitieswarrants, the number of Shares of such class of Equity applicable instrument, representing all Company Securities beneficially owned by such Non-THL Shareholder multiplied by a fraction, the numerator of which is the number of shares of such class of Equity Securities proposed to be sold by the THL Entities on behalf of the THL Entities and the Non-THL Shareholders (as reduced by the number of shares of such class of Equity Securities to be sold by the Primary Executives in excess of their pro rata interest) and the denominator of which is the total number of shares of such class of Equity Securities beneficially owned by the Shareholders. In the event comprising the Drag-Along Portion held by such Other Shareholder, duly endorsed, together with all other documents required to be executed in connection with such Compelled Sale or, if such delivery is not permitted by applicable law, an unconditional agreement to deliver such Company Securities pursuant to this Section 4.01(a) at the closing for such Compelled Sale against delivery to such Other Shareholder of the consideration therefor. If an Other Shareholder should fail to deliver such certificates or other applicable instruments to the Institutional Shareholders, the Company (subject to reversal under Section 4.02(b)) shall cause the books and records of the Company to show that such Company Securities are bound by the provisions of this Section 4.02(a) and that such Company Securities shall be Transferred to the Third Party immediately upon surrender for Transfer by the holder thereof. The Other Shareholders shall (a) be required (i) to bear their proportionate share of any escrows, holdbacks or adjustments in purchase price and any transaction expenses and (ii) to make such representations, warranties and covenants and enter into such agreements as are customary for transactions of the nature of the Compelled Sale, in each case under the terms of any definitive agreements relating to such Compelled Sale and (b) benefit from all of the same provisions of the definitive agreements as the Institutional Shareholders, it being understood that any liability of any Other Shareholder for indemnification or similar post-closing obligations shall not exceed the consideration such Other Shareholder receives in the Compelled Sale and shall be a proportional share of any such liability based on such Other Shareholder’s share of the aggregate consideration in the Compelled Sale. (b) The Institutional Shareholders shall have a period of 90 days from the date of receipt of the Compelled Sale Notice to consummate the Compelled Sale on the terms and conditions set forth in such Compelled Sale Notice, provided that, if such Compelled Sale is subject to regulatory approval, such 90-day period shall be extended until the expiration of five Business Days after all such approvals have been received, but in no event later than 180 days following the effective date of the Compelled Sale Notice. If the Compelled Sale shall not have been consummated during such period, the Institutional Shareholders shall return to each of the Other Shareholders all certificates or other applicable instruments representing Company Securities that such Other Shareholders delivered for Transfer pursuant hereto, together with any documents in the possession of the Institutional Shareholders executed by the Other Shareholders in connection with such proposed Transfer, and all the restrictions on Transfer contained in this Agreement or otherwise applicable at such time with respect to such Company Securities owned by the Other Shareholders shall again be in effect. (c) Concurrently with the consummation of the Transfer of Company Securities pursuant to this Section 4.02, the Institutional Shareholders shall give notice thereof to the Other Shareholders, shall remit to each of the Other Shareholders who have surrendered their certificates or other applicable instruments the total consideration (the cash portion of which is to be paid by bank or certified check) for the Company Securities Transferred pursuant hereto and shall furnish such other evidence of the completion and time of completion of such Transfer and the terms thereof as may be reasonably requested by such Other Shareholders. (d) Notwithstanding anything contained in this Section 4.02, there shall be no liability on the part of the Institutional Shareholders to the Other Shareholders (other than the obligation to return any certificates or other applicable instruments representing Company Securities received by any Institutional Shareholders) if the Transfer of Company Securities pursuant to this Section 4.02 is not consummated with respect for whatever reason, regardless of whether the Institutional Shareholders have delivered a Compelled Sale Notice. Whether to any shares acquired upon exercise effect a Transfer of Derivatives, such Derivatives shall be deemed not Company Securities pursuant to have been exercised or cancelled, as applicable. To the extent the Drag-Along Sale relates to Derivatives, and THL determines not to compel the exercise thereof, the Derivatives shall be treated as a separate class of Equity Securities and, if applicable, Derivatives are referred to in this Section 4.2 as "shares" 4.02 by the Institutional Shareholders is in the sole and absolute discretion of the Institutional Shareholders. (e) This Section 4.02 shall terminate upon the earlier to occur of (i) the third anniversary of the date of this Agreement and (ii) the date on which the Aggregate Ownership of Ordinary Shares by the Institutional Shareholders collectively falls below 30% of the aggregate Initial Ownership of Ordinary Shares by such classInstitutional Shareholders.

Right to Compel Participation in Certain Transfers. (a) If Trinity proposes (i) the THL Entities propose to Transfer not less than 50% all of their Initial Ownership of Common Stock the Shares then held by Trinity to a Third Party in a bona fide sale or (ii) the THL Entities propose a Transfer in which the shares of Common Stock Shares to be Transferred by Shareholders Trinity constitute more than 50% of the outstanding shares of Common Stock Company Securities (a "Drag-Along “Compelled Sale"”), THL may at its option Trinity may, with the written consent of Intersouth (such consent not to be unreasonably withheld), require all Shareholders other Stockholders, including Intersouth, to sell all Equity Securities proposed to be sold therein Transfer the Shares then held by each such Stockholder ("“Drag-Along Rights") then held by every Non-THL Shareholder”), and in the case of options, warrants or rights to purchase or subscribe for Shares (subject to and at immediately before the closing of the Drag-Along Compelled Sale) to compel ), to exercise allsuch number of vested options, but not less than all, of the Derivatives (whether warrants or rights then vested or unvested) held by every Non-THL Shareholder and each such Stockholder as to sell all of include the Shares received upon acquired from the exercise of such exercise to such Third Partyoptions, warrants or rights in the Compelled Sale, for the same consideration per share and otherwise on the same terms and conditions as the THL Entities; providedTrinity, provided that any Non-THL Shareholder such Stockholder who holds Derivatives such options, warrants or rights, the exercise price per share of which is greater than the per share price at which the Shares are to be sold Transferred by Trinity to the Third Party Party, may, if required by THL Trinity to exercise such Derivativesoptions, warrants or rights, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto; provided, further, that, upon such Drag-Along Sale, . If the Primary Executives shall have the right, but not the obligation, to require the Equity Investors to, at THL's option, either arrange for the purchase by a third party or purchase directly all of the Shares held by such Primary Executive as a condition to consummation of such Drag-Along Sale and, in which case the number of shares to be sold by each Equity Investor will be reduced on a proportional basis. The number of shares of each class of Equity Securities to be sold by each Non-THL Shareholder will be the Drag-Along Portion of the shares of such class that such Non-THL Shareholder owns. "Drag-Along Portion" means, with respect to any Non-THL Shareholder and any class of Equity Securities, the number of Shares of such class of Equity Securities beneficially owned by such Non-THL Shareholder multiplied by a fraction, the numerator of which is the number of shares of such class of Equity Securities proposed to be sold by the THL Entities on behalf of the THL Entities and the Non-THL Shareholders (as reduced by the number of shares of such class of Equity Securities to be sold by the Primary Executives in excess of their pro rata interest) and the denominator of which is the total number of shares of such class of Equity Securities beneficially owned by the Shareholders. In the event the Drag-Along Compelled Sale is not consummated with respect to any shares Shares acquired upon exercise of Derivativessuch options, warrants or rights, or if the Compelled Sale is not consummated, such Derivatives shall options, warrants or rights will be deemed not to have been exercised or cancelledcanceled, as applicable. To Trinity will provide written notice of such Compelled Sale to all Stockholders (other than Trinity) (a “Compelled Sale Notice”) not later than the extent 15th day prior to the Drag-Along closing of the proposed Compelled Sale. The Compelled Sale relates Notice will identify the Transferee, the number of Company Securities subject to Derivativesthe Compelled Sale, the consideration for which a Transfer is proposed to be made (the “Compelled Sale Price”) and all other material terms and conditions of the Compelled Sale. Each Stockholder will be required to participate in the Compelled Sale on the terms and conditions set forth in the Compelled Sale Notice and to tender all of its Company Securities as set forth below. The price payable in such Transfer will be the Compelled Sale Price. Not later than the 10th day following the date of the Compelled Sale Notice (the “Compelled Sale Notice Period”), each such Stockholder will deliver to Trinity or a representative of Trinity designated in the Compelled Sale Notice the certificate(s) for Shares, and THL determines not in the case of options, warrants or rights for Shares to compel the exercise thereofbe exercised pursuant to this Section 4.02(a), the Derivatives shall applicable instrument(s), representing such options, warrants or rights held by such Stockholder, duly endorsed, together with all other documents required to be treated as a separate class of Equity Securities andexecuted in connection with such Compelled Sale or, if applicablesuch delivery is not permitted by applicable law, Derivatives an unconditional agreement to deliver such Company Securities pursuant to this Section 4.02(a) at the closing for such Compelled Sale against delivery to such Stockholder of the consideration therefor. If any such Stockholder should fail to deliver such certificate(s) or applicable instrument(s) to Trinity, SciQuest Holdings (subject to reversal under Section 4.02(b)) will cause its books and records to show that such Company Securities are referred bound by the provisions of this Section 4.02 and that the Shares (including those resulting from exercises of options, warrants or rights) will be Transferred to the Third Party immediately upon surrender for Transfer by the holder thereof. Such Stockholders will (i) be required (A) to bear their proportionate share of any escrows, holdbacks or adjustments in purchase price and any transaction expenses and (B) to make such representations, warranties and covenants and enter into such agreements as are customary for transactions of the nature of the Compelled Sale, in each case under the terms of any definitive agreement(s) relating to such Compelled Sale and (ii) benefit from all of the same provisions of the definitive agreement(s) as Trinity, it being understood that any liability of any such Stockholder for indemnification or similar post-closing obligations will not exceed the consideration that such Stockholder receives in the Compelled Sale and will be a proportional share of any such liability based on such Stockholder’s share of the aggregate consideration in the Compelled Sale. (b) Trinity will have a period of 90 days from the date of receipt of the Compelled Sale Notice to consummate the Compelled Sale on the terms and conditions set forth in such Compelled Sale Notice, provided that, if such Compelled Sale is subject to regulatory approval, such 90-day period will be extended until the expiration of five Business Days after all such approvals have been received, but in no event later than 180 days following the effective date of the Compelled Sale Notice. If the Compelled Sale has not been consummated during such period, Trinity will return to each of the Stockholders (other than Trinity) all certificates or applicable instruments representing Company Securities that such Stockholders delivered in connection with the Transfer pursuant to this Section 4.02, together with any documents in the possession of Trinity executed by such Stockholders in connection with such proposed Transfer, and all the restrictions on Transfer contained in this Agreement or otherwise applicable at such time with respect to such Company Securities held by such Stockholders will again be in effect. (c) Concurrently with the consummation of the Transfer of Shares pursuant to this Section 4.02, Trinity will give notice thereof to the Stockholders, remit to the Stockholders who have surrendered their certificates or applicable instruments the total consideration (the cash portion of which is to be paid by bank or certified check or wire transfer) for Shares Transferred pursuant hereto and furnish such other evidence of the completion and time of completion of such Transfer and the terms thereof as may be reasonably requested by the Stockholders. (d) Notwithstanding anything contained in this Section 4.2 as "shares" 4.02, there will be no liability on the part of such classTrinity to the Stockholders (other than the obligation to return any certificates or applicable instruments representing Company Securities received by Trinity or its representative) if the Transfer of Shares pursuant to this Section 4.02 is not consummated for whatever reason, regardless of whether Trinity has delivered a Compelled Sale Notice. Whether to effect a Transfer of Shares pursuant to this Section 4.02 by Trinity is in the sole and absolute discretion of Trinity. (e) This Section 4.02 will terminate upon the consummation of a Qualified IPO.

Right to Compel Participation in Certain Transfers. (a) If the Institutional Shareholders together propose (i) the THL Entities propose to Transfer not less than 50% of their Initial Ownership of Common Stock Shares to a Third Party in a bona fide sale or (ii) the THL Entities propose a Transfer in which the shares of Common Stock Shares to be Transferred by the Institutional Shareholders together, plus the Common Shares to be Transferred by the Other Shareholders pursuant to this Section 4.02(a), constitute more than 50% of the outstanding shares of Common Stock Shares (a "COMPELLED SALE"), the Institutional Shareholders together may at their option require all Other Shareholders to Transfer the Drag-Along Sale"), THL may at its option require all Shareholders to sell all Equity Securities proposed to be sold therein Portion of Common Shares ("DragDRAG-Along RightsALONG RIGHTS") then held by every Non-THL ShareholderOther Shareholder and, and (subject to and at the closing of the Compelled Sale, to exercise such number of options or Warrants for Common Shares held by every Other Shareholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Sale) to compel to exercise all, but not less than all, Portion of the Derivatives (whether then vested or unvested) held by every Non-THL Shareholder and to sell all of the Shares received upon each such exercise to such Third PartyOther Shareholder, for the same consideration per Common Share and otherwise on the same terms and conditions as the THL Entities; providedInstitutional Shareholders, provided that any Non-THL Other Shareholder who holds Derivatives options or Warrants the exercise price per share of which is greater than the per share price at which the Common Shares are to be sold Transferred to the Third Party may, if required by THL the Institutional Shareholders to exercise such Derivativesoptions, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto; provided. If the Compelled Sale is not consummated with respect to any Common Shares acquired upon exercise of such options or Warrants, furtheror the Compelled Sale is not consummated, thatsuch options or Warrants shall be deemed not to have been exercised or canceled, upon as applicable. The Institutional Shareholders shall provide written notice of such Drag-Along Compelled Sale to the Other Shareholders (a "COMPELLED SALE NOTICE") not later than the 15th day prior to the proposed Compelled Sale. The Compelled Sale Notice shall identify the transferee, the number of Common Shares subject to the Compelled Sale, the Primary Executives shall have consideration for which a Transfer is proposed to be made (the right, but not the obligation, to require the Equity Investors to, at THL's option, either arrange for the purchase by a third party or purchase directly "COMPELLED SALE PRICE") and all other material terms and conditions of the Shares held by such Primary Executive as a condition to consummation of such Drag-Along Sale and, in which case the Compelled Sale. The number of shares Common Shares to be sold by each Equity Investor will be reduced on a proportional basis. The number of shares of each class of Equity Securities to be sold by each Non-THL Other Shareholder will be the Drag-Along Portion of the shares of such class Common Shares that such Non-THL Other Shareholder owns. Each Other Shareholder shall be required to participate in the Compelled Sale on the terms and conditions set forth in the Compelled Sale Notice and to tender its Common Shares as set forth below. The price payable in such Transfer shall be the Compelled Sale Price. Not later than the 10th day following the date of the Compelled Sale Notice (the "Drag-Along Portion" meansCOMPELLED SALE NOTICE PERIOD"), with respect each of the Other Shareholders shall deliver to any Non-THL Shareholder a representative of the Institutional Shareholders designated in the Compelled Sale Notice certificates, and any class in the case of Equity SecuritiesWarrants, the number of Shares of such class of Equity applicable instrument, representing all Company Securities beneficially owned by such Non-THL Shareholder multiplied by a fraction, the numerator of which is the number of shares of such class of Equity Securities proposed to be sold by the THL Entities on behalf of the THL Entities and the Non-THL Shareholders (as reduced by the number of shares of such class of Equity Securities to be sold by the Primary Executives in excess of their pro rata interest) and the denominator of which is the total number of shares of such class of Equity Securities beneficially owned by the Shareholders. In the event comprising the Drag-Along Portion held by such Other Shareholder, duly endorsed, together with all other documents required to be executed in connection with such Compelled Sale or, if such delivery is not permitted by applicable law, an unconditional agreement to deliver such Company Securities pursuant to this Section 4.02(a) at the closing for such Compelled Sale against delivery to such Other Shareholder of the consideration therefor. If an Other Shareholder should fail to deliver such certificates or other applicable instruments to the Institutional Shareholders, the Company (subject to reversal under Section 4.02(b)) shall cause the books and records of the Company to show that such Company Securities are bound by the provisions of this Section 4.02(a) and that such Company Securities shall be Transferred to the Third Party immediately upon surrender for Transfer by the holder thereof. The Other Shareholders shall (a) be required (i) to bear their proportionate share of any escrows, holdbacks or adjustments in purchase price and any transaction expenses and (ii) to make such representations, warranties and covenants and enter into such agreements as are customary for transactions of the nature of the Compelled Sale, in each case under the terms of any definitive agreements relating to such Compelled Sale and (b) benefit from all of the same provisions of the definitive agreements as the Institutional Shareholders, it being understood that any liability of any Other Shareholder for indemnification or similar post-closing obligations shall not exceed the consideration such Other Shareholder receives in the Compelled Sale and shall be a proportional share of any such liability based on such Other Shareholder's share of the aggregate consideration in the Compelled Sale. (b) The Institutional Shareholders shall have a period of 90 days from the date of receipt of the Compelled Sale Notice to consummate the Compelled Sale on the terms and conditions set forth in such Compelled Sale Notice, provided that, if such Compelled Sale is subject to regulatory approval, such 90-day period shall be extended until the expiration of five Business Days after all such approvals have been received, but in no event later than 180 days following the effective date of the Compelled Sale Notice. If the Compelled Sale shall not have been consummated during such period, the Institutional Shareholders shall return to each of the Other Shareholders all certificates or other applicable instruments representing Company Securities that such Other Shareholders delivered for Transfer pursuant hereto, together with any documents in the possession of the Institutional Shareholders executed by the Other Shareholders in connection with such proposed Transfer, and all the restrictions on Transfer contained in this Agreement or otherwise applicable at such time with respect to such Company Securities owned by the Other Shareholders shall again be in effect. (c) Concurrently with the consummation of the Transfer of Company Securities pursuant to this Section 4.02, the Institutional Shareholders shall give notice thereof to the Other Shareholders, shall remit to each of the Other Shareholders who have surrendered their certificates or other applicable instruments the total consideration (the cash portion of which is to be paid by bank or certified check) for the Company Securities Transferred pursuant hereto and shall furnish such other evidence of the completion and time of completion of such Transfer and the terms thereof as may be reasonably requested by such Other Shareholders. (d) Notwithstanding anything contained in this Section 4.02, there shall be no liability on the part of the Institutional Shareholders to the Other Shareholders (other than the obligation to return any certificates or other applicable instruments representing Company Securities received by any Institutional Shareholders) if the Transfer of Company Securities pursuant to this Section 4.02 is not consummated with respect for whatever reason, regardless of whether the Institutional Shareholders have delivered a Compelled Sale Notice. Whether to any shares acquired upon exercise effect a Transfer of Derivatives, such Derivatives shall be deemed not Company Securities pursuant to have been exercised or cancelled, as applicable. To the extent the Drag-Along Sale relates to Derivatives, and THL determines not to compel the exercise thereof, the Derivatives shall be treated as a separate class of Equity Securities and, if applicable, Derivatives are referred to in this Section 4.2 as "shares" 4.02 by the Institutional Shareholders is in the sole and absolute discretion of the Institutional Shareholders. (e) This Section 4.02 shall terminate upon the earlier to occur of (i) the third anniversary of the date of this Agreement and (ii) the date on which the Aggregate Ownership of the Institutional Shareholders together falls below 35% of the aggregate Initial Ownership of Common Shares by such classInstitutional Shareholders.