Common use of Right to Compel Sale Clause in Contracts

Right to Compel Sale. If Holders holding at least sixty percent (60%) of the then outstanding shares of Common Stock issued or issuable upon conversion of the Preferred Stock (collectively the “Approving Stockholders”) and the Board, including a majority of the Preferred Stock Directors, approve an Acquisition (the “Approved Sale”), then each and every one of the Major Common Holders and Holders, including the Approving Stockholders (the “Constituent Stockholders”), agrees, subject to the final sentence of this Section 7.1, to (i) be present, in person or by proxy, as a holder of Shares, at all meetings for the vote of any of the above matters (and can be counted for the purposes of determining a quorum at such meetings) and vote all of their Shares in favor of the Approved Sale and in opposition of any proposals that could reasonably be expected to delay or impair the consummation of the Approved Sale, (ii) raise no objections to the Approved Sale or the process pursuant to which the Approved Sale was arranged, (iii) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to the Approved Sale, (iv) take all actions required in connection with the Approved Sale, including without limitation voting all of his, her or its Shares in favor of any matter that could reasonably be expected to facilitate the Approved Sale; and if the Approved Sale is structured as a sale of the stock of the Company, each Constituent Stockholder agrees that it shall sell its Shares on the terms and conditions approved by the Approving Stockholders and the Board and (v) to cooperate with and execute and deliver such other documents as may be reasonably requested in connection with the transactions contemplated by the Approved Sale, including, without limitation, documents containing representations and warranties as to title, power and authority, such other representations, warranties and covenants as are approved by the Approving Stockholders and returning any written consent related to the Approved Sale in a prompt manner. Notwithstanding the foregoing, a Constituent Stockholder will only be required to take the actions set forth above in connection with an Approved Sale if (A) the terms of an Approved Sale do not provide that such Constituent Stockholder would receive less than the amount that would be distributed to such Constituent Stockholder in the event the proceeds of the sale of the Company were distributed in accordance with the Company’s Certificate of Incorporation, as amended and in effect at such time; (B) all indemnification, escrow and other liabilities are allocated on a pro rata basis; (C) such Constituent Stockholder is not required to make representations and warranties or covenants regarding the Company or any other stockholder of the Company, (D) such Constituent Stockholder is not required to assume liability that exceeds the proceeds received by such Constituent Stockholder in the Approved Sale (other than for fraud or willful misrepresentation by such Constituent Stockholder) and (E) such Constituent Stockholder is not required to agree to a non-competition or non-solicitation covenant in connection with the Approved Sale.

Right to Compel Sale. (i) If Holders holding at least sixty percent any time a proposal for a sale of all or substantially all of the voting units in Illini to, or a merger or consolidation of Illini with or into an Unrelated Third Party for a specified price per unit payable in cash, shares, ownership interests or any other consideration and on specified terms and conditions (60%a “Sale Proposal”) shall have been approved by the requisite number of members required to approve the Sale Proposal under the Articles of Organization and Operating Agreement of Illini and any applicable law, then the members who so approved the Sale Proposal (the “Approving Members”) may require all of the remaining members (the “Remaining Members”) to sell all of the units held by them to the party or parties whose Sale Proposal was accepted as hereinabove provided, for the same pro-rata consideration and otherwise upon the same terms and conditions set forth in the Sale Proposal, provided only that the price per unit and the terms and conditions applicable to the remaining members are no less favorable than the per unit price and the terms and conditions which apply to the Approving Members (a “Compelled Sale”). (ii) Illini, if so instructed in writing by the Approving Members, shall send written notice (the “Compelled Sale Notice”) of the then outstanding shares of Common Stock issued or issuable upon conversion exercise of the Preferred Stock (collectively rights of the “Approving Stockholders”) Members to each of the Remaining Members setting forth the consideration to be paid pursuant to the Sale Proposal and the Board, including a majority other terms and conditions of the Preferred Stock Directorstransaction. In such event, approve an Acquisition (the “Approved Sale”)each Remaining Member, then each and every one and, if applicable, Illini, upon receipt of the Major Common Holders and HoldersCompelled Sale Notice, including the Approving Stockholders (the “Constituent Stockholders”), agrees, subject to the final sentence of this Section 7.1, shall be obligated to (i) be present, in person or by proxy, as a holder of Shares, at all meetings for the vote of any of the above matters (and can be counted for the purposes of determining a quorum at such meetings) and vote all of their Shares units in favor of the Approved such Sale and in opposition Proposal at any meeting of any proposals that could reasonably be expected members of Illini called to delay vote on or impair the consummation of the Approved Saleapprove such Sale Proposal, (ii) raise no objections to the Approved Sale or the process pursuant to which the Approved Sale was arranged, (iii) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to the Approved Sale, (iv) take all actions required in connection with the Approved Sale, including without limitation voting sell all of his, her or its Shares in favor of any matter that could reasonably be expected their units to facilitate such Unrelated Third Party at the Approved Sale; price and if the Approved Sale is structured as a sale of the stock of the Company, each Constituent Stockholder agrees that it shall sell its Shares on upon the terms and conditions approved by set forth in the Approving Stockholders and the Board Sale Proposal, and (viii) otherwise take all action necessary in the reasonable opinion of the purchaser’s legal counsel to cooperate with and execute and deliver such other documents as may be reasonably requested in connection with consummate the transactions contemplated by the Approved Salesale, including, without limitation, providing access to documents containing and records of Illini, entering into an agreement reflecting the terms of the Sale Proposal, surrendering ownership certificates, giving any customary and reasonable representations and warranties as to titlethe effect that such member has good title to their units, power that said member is duly authorized to transfer such unit to the purchaser and authoritythat said units are, or will when delivered be free from all taxes, liens or encumbrances, and executing and delivering any certificates or other documents, reasonably requested by the Approving Members and their counsel, to cause Illini and the Approving Members to consummate such Compelled Sale. Any such Compelled Sale Notice may be rescinded by the Approving Members by delivering written notice thereof to all of the Remaining Members. (iii) The obligations of the members pursuant to this Section 4.1(E) are subject to the satisfaction of the condition that, in the event that the members are required to provide any representations, warranties or indemnities in connection with the Compelled Sale (other than representations, warranties and covenants as are approved by indemnities concerning each member’s valid ownership of its ownership interests, free of all liens and encumbrances, and each member’s authority to enter into and consummate the Approving Stockholders and returning any written consent related to the Approved Sale in a prompt manner. Notwithstanding the foregoingCompelled Sale), a Constituent Stockholder will only then each member shall not be required to take the actions set forth above in connection with an Approved Sale if (A) the terms of an Approved Sale do not provide that such Constituent Stockholder would receive less liable for more than the amount that would be distributed to such Constituent Stockholder in the event the proceeds of the sale of the Company were distributed in accordance with the Company’s Certificate of Incorporation, as amended and in effect at such time; (B) all indemnification, escrow and other liabilities are allocated on a its pro rata basis; share (Cbased upon the consideration received) of any liability for misrepresentation, breach of warranty or indemnity and such Constituent Stockholder is liability shall not required to make representations and warranties or covenants regarding exceed the Company or any other stockholder of the Company, (D) such Constituent Stockholder is not required to assume liability that exceeds the proceeds total purchase price received by such Constituent Stockholder in member for its ownership interests and such liability shall be satisfied solely out of any funds escrowed for such purpose. (iv) In the Approved Sale event of such a sale, all members shall bear their pro rata share (other than for fraud or willful misrepresentation by such Constituent Stockholderbased upon the amount of consideration received) and (E) such Constituent Stockholder is not required to agree to a non-competition or non-solicitation covenant of any costs incurred in connection with the Approved Salesale of units to the extent such costs are reasonably and necessarily incurred for the benefit of all holders of all units and are not otherwise paid by Illini or the purchaser. Costs incurred by any member on its own behalf will not be considered costs of the Compelled Sale hereunder.

Right to Compel Sale. If Holders holding at least sixty (a) Subject to subsection (h) below, and so long as the Minimum Xxxxxxxx Ownership equals or exceeds ninety percent (6090%) or the Minimum Whitney Ownership equals or exceeds twenty-five percent (25%), as the case may be, if either (i) Xxxxxxxx and/or his Permitted Transferees or (ii) Whitney and/or its Permitted Transferees (a "COMPELLED SALE TRANSFEROR") wish to cause a Sale of Business Transaction with any Person other than to a Permitted Transferee of such Persons ("COMPELLED SALE PURCHASER"), then each of the other Parties (the "OTHER PARTIES") shall be obligated, upon the written request of the Compelled Sale Transferor, to join and fully cooperate in such Sale of Business Transaction (a "COMPELLED SALE"), all as more fully set forth in this Section 2.5. The Compelled Sale Transferor shall evidence its intent to initiate a Compelled Sale by delivering notice of such effect to the Other Parties (an "INITIATING NOTICE"). (b) From and after the delivery of an Initiating Notice, the party delivering such Initiating Notice under this Section 2.5 may retain, or cause Holdings to retain, the services of a nationally recognized investment bank (the "INVESTMENT BANK") to conduct such Compelled Sale and a nationally recognized law firm to advise on such sale, in each case at the expense of the Company. Such Investment Bank will establish procedures reasonably acceptable to the Compelled Sale Transferor and Holdings to effect an orderly sale of Holdings with the objective of achieving the highest practicable value for the stockholders of Holdings within a reasonable period of time. Each Party and Holdings will cooperate with the Investment Bank in accordance with such procedures, and agrees to use its reasonable best efforts to reach agreement on the optimum structure and the terms and conditions for the Compelled Sale (including whether such sale will be by merger or sale of assets or capital stock or otherwise). (c) The Compelled Sale Transferor shall notify the Other Parties in writing of a Compelled Sale (a "COMPELLED SALE NOTICE"), as soon as practicable after the definitive terms of such transaction are known. Such Compelled Sale Notice shall set forth all of the material terms and conditions of the Compelled Sale, including, without limitation, the proposed amount and nature of consideration and all other material terms and conditions, including the proposed closing date of the Compelled Sale and all applicable representations, indemnities and other contract provisions. The Other Parties (and each of them) shall execute and deliver to Holdings within (10) business days after delivery to such Other Parties for such execution, all documents, other than the Compelled Sale Shares, required to be executed by each such Other Party in order to consummate such Compelled Sale, all subject to the following: (i) Unless otherwise agreed upon by the Other Parties, if the Sale of Business Transaction is structured as a sale of capital stock, the terms and conditions applicable to the sale of the capital stock of Holdings owned by the Other Parties shall be substantially the same to those applicable to the sale of the capital stock by the Compelled Sale Transferor, including, without limitation, the amount and nature of consideration and subject to the same representations, indemnities and the like required of the Compelled Sale Transferor. (ii) Upon a Sale of Business Transaction, each party that owns Preferred Stock will receive consideration in an amount per share of Preferred Stock equal to the Liquidation Amount of such share as set forth in Holdings Certificate of Incorporation. For the avoidance of doubt, if the total consideration payable in respect of any such Sale of Business Transaction is not sufficient to pay the aggregate Liquidation Amount of each share of Preferred Stock then outstanding to the holders thereof, then such holders will share all of such consideration in accordance with Section B(3) of Article Fourth of the Holdings Certificate of Incorporation and the holders of Common Stock will not be entitled to receive any consideration in respect of such Sale of the Business. (iii) Notwithstanding the foregoing, no Other Party shall be required to provide for indemnification to the Compelled Sale Purchaser (A) other than on a several (and not joint and several) basis and (B) in excess of the proceeds actually received by such Other Party. The Compelled Sale Transferor and each of the Other Parties shall bear their own costs and expenses related to the Compelled Sale. (iv) Unless the Compelled Sale Purchaser shall agree to the contrary, prior to any Transfer to the Compelled Sale Purchaser, the Other Parties shall exercise, convert or exchange such number of their Derivative Securities as may be necessary so that only shares of Common Stock issued or issuable upon conversion of the Preferred Stock are Transferred. (collectively the “Approving Stockholders”d) and the Board, including a majority of the Preferred Stock Directors, approve an Acquisition (the “Approved Sale”), then each and every one of the Major Common Holders and Holders, including the Approving Stockholders (the “Constituent Stockholders”), agrees, subject to the final sentence of this Section 7.1, to The Other Parties shall (i) be presentvote for, in person or by proxyconsent to and raise no objections against any Compelled Sale pursuant to this Section 2.5, as a holder of Shares, at all meetings for the vote of any of the above matters (and can be counted for the purposes of determining a quorum at such meetings) and vote all of their Shares in favor of the Approved Sale and in opposition of any proposals that could reasonably be expected to delay or impair the consummation of the Approved Sale, (ii) raise no objections to enter into such definitive agreements as are consistent with subsection (c) above. If the Approved Sale or the process pursuant to which the Approved Sale was arranged, (iii) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to the Approved Sale, (iv) take all actions required in connection with the Approved Sale, including without limitation voting all of his, her or its Shares in favor of any matter that could reasonably be expected to facilitate the Approved Sale; and if the Approved Compelled Sale is structured as a sale of the issued capital stock, (A) each Other Party shall agree to sell all of such Other Party's capital stock of the Company, each Constituent Stockholder agrees that it shall sell its Shares Holdings on the terms and conditions approved by of the Approving Stockholders and the Board Compelled Sale and (vB) at the closing of such Compelled Sale each Other Party will transfer to cooperate the Compelled Sale Purchaser all shares of capital stock owned by it, with full title guarantee free and clear of all liens and encumbrances, together with duly executed written instruments of transfer with respect thereto, in form and substance reasonably satisfactory to the Compelled Transferor. If the Compelled Sale is structured as a sale of assets, the Other Parties agree to cause Holdings to execute and deliver or cause to be executed and delivered all documents, certificates, agreements and other writings and to take, or cause to be taken, all such actions as may be necessary or desirable to vest in the Compelled Sale Purchaser good and marketable title to such assets. If the sale of Holdings is structured as a merger or consolidation, each Other Party shall waive any dissenters' rights, appraisal rights or similar rights in conjunction with such merger or consolidation. (e) The Compelled Sale Transferor shall have the right at any time within one hundred twenty (120) days following the execution of all required documents pursuant to Subsection (d) above to consummate the Compelled Sale on the terms set forth in such documents. The closing of the Compelled Sale shall take place not less than five (5) business days' prior notice, setting forth the date and location of such closing. (f) At the closing of the Compelled Sale, if the Compelled Sale is structured as a sale of issued capital stock or as a merger or consolidation, the Compelled Sale Purchaser shall cause all amounts payable to the Other Parties to be delivered directly to them (including, as to the cash portion of the consideration, to accounts designated by each of the Other Parties). (g) If any Compelled Sale Offer is withdrawn or terminated for any reason prior to consummation (including by the failure of the Compelled Sale Transferor to consummate the Compelled Sale within the one hundred twenty (120) day period set forth in Section 2.5(e)), Holdings shall, without prejudice to any of the Compelled Sale Transferor's rights hereunder to deliver a subsequent Compelled Sale Notice, return to each of the Other Parties all documentation which he had previously received from such Other Parties in connection with such Compelled Sale Offer. (h) Notwithstanding anything contained herein to the contrary, (i) Xxxxxxxx and his Permitted Transferees shall have no rights under this Section 2.5 in respect of Whitney Securities and the holders of Whitney Securities shall have no obligations under this Section 2.5, with respect to any proposed Compelled Sale by Xxxxxxxx and/or his Permitted Transferees that is to be consummated on or before thirty (30) months following the date hereof, unless the Whitney IRR measured as of, and after giving effect to, the closing of the Compelled Sale is equal to or greater than 25%; PROVIDED, HOWEVER, that the limitation set forth in this subparagraph (i) shall not apply from and after such time that Whitney transfers any Whitney Securities to a Person other documents than a Permitted Transferee, (ii) (A) Whitney and its Permitted Transferees shall have no rights under this Section 2.5 in respect of Xxxxxxxx Securities and the holders of Xxxxxxxx Securities shall have no obligations under this Section 2.5, as to any Compelled Sale that is initiated by Whitney and its Permitted Transferees pursuant to an Initiating Notice that is delivered before January 1, 2007, and (B) Whitney and its Permitted Transferees shall have no rights under this Section 2.5 in respect of Xxxxxxxx Securities and the holders of Xxxxxxxx Securities shall have no obligations under this Section 2.5, unless Whitney and/or its Permitted Transferees shall have (x) first provided Xxxxxxxx with notice (a "NEGOTIATION NOTICE") of its intent to cause a Compelled Sale and (y) for a period of thirty (30) days following delivery of the Negotiation Notice, negotiated exclusively with Xxxxxxxx regarding the purchase of the Whitney Securities by Xxxxxxxx or his designee (for a purchase price reflective of the value of such securities in connection with a Compelled Sale), and (iii) neither Xxxxxxxx and his Permitted Transferees or Whitney and its Permitted Transferees shall have any rights to initiate a Compelled Sale process hereunder for a period of one hundred twenty (120) days following such time that the other shall have delivered an Initiating Notice; PROVIDED, that (x) such period shall be extended for so long as may be reasonably requested in connection with the transactions contemplated by the Approved SaleInvestment Bank retained at the request of the Compelled Sale Transferor in order to pursue the Sale of Business Transaction, including, without limitation, documents containing representations and warranties as (y) in order to title, power and authority, such other representations, warranties and covenants as are approved by the Approving Stockholders and returning any written consent related give effect to the Approved rights of Whitney and its Permitted Transferees to initiate a Compelled Sale in process on January 1, 2007, Xxxxxxxx and his Permitted Transferees may not initiate a prompt manner. Notwithstanding the foregoingCompelled Sale process between September 1, a Constituent Stockholder will only be required to take the actions set forth above in connection with an Approved Sale if (A) the terms of an Approved Sale do not provide that such Constituent Stockholder would receive less than the amount that would be distributed to such Constituent Stockholder in the event the proceeds of the sale of the Company were distributed in accordance with the Company’s Certificate of Incorporation2006 and December 31, as amended and in effect at such time; (B) all indemnification, escrow and other liabilities are allocated on a pro rata basis; (C) such Constituent Stockholder is not required to make representations and warranties or covenants regarding the Company or any other stockholder of the Company, (D) such Constituent Stockholder is not required to assume liability that exceeds the proceeds received by such Constituent Stockholder in the Approved Sale (other than for fraud or willful misrepresentation by such Constituent Stockholder) and (E) such Constituent Stockholder is not required to agree to a non-competition or non-solicitation covenant in connection with the Approved Sale2006.

Right to Compel Sale. If Holders holding (a) Subject to the provisions of this Section, if at least sixty percent (60%) any time the Company proposes to sell shares of Summit Stock representing more than a 50% interest in Summit, then the Company shall have the right, exercisable as set forth below, to compel all of the then outstanding Investors to sell to the third party purchaser (a “Compelled Sale”) all, but not less than all, of the shares of Common Summit Stock issued or issuable upon conversion then held by them. In connection with any Compelled Sale, such Investors will receive the same consideration payable to the Company and be on the same terms and conditions applicable to the Company. (b) If the Company elects to exercise its right to cause a Compelled Sale, it will deliver written notice (a “Compelled Sale Notice”) to each Investor, setting forth the consideration, the number of shares of Summit Stock to be sold and describing all other material terms and conditions of the Preferred Compelled Sale, including the proposed closing date, which shall not be less than thirty (30) days after the date the Compelled Sale Notice is delivered. Each Investor will deliver the Summit Stock held by each such Investor to the third party purchaser in accordance with the terms set forth in the Compelled Sale Notice upon receipt of the consideration provided for therein. (collectively c) Notwithstanding the “Approving Stockholders”provisions of Section 2.6(a) and Section 2.6(b), and in lieu of complying with the BoardCompelled Sale Notice, any Investor shall have the right to purchase from the Company all, but not less than all, of the shares of Summit Stock the Company desires to sell, but only on the same terms and conditions as described in the Compelled Sale Notice, including a majority of the Preferred Stock Directors, approve an Acquisition proposed closing date (the “Approved SaleMinority Right of First Refusal”). If by no later than thirty (30) days after the date the Compelled Sale Notice is delivered, an Investor delivers to the Company a binding written commitment from an Investor or Investors of his or their exercise of the Minority Right of First Refusal and specifying all of the terms of such purchase, together with evidence reasonably satisfactory to the Company of the financial capability to consummate such exercise (the “Notice of Exercise”), then each and every one all Investors shall be released from their obligation to participate in the Compelled Sale, provided, however, that if the exercise of the Major Common Holders and Holders, including the Approving Stockholders (the “Constituent Stockholders”), agrees, subject to the final sentence Minority Right of this Section 7.1, to (i) be present, in person or by proxy, as a holder of Shares, at all meetings for the vote of any of the above matters (and can be counted for the purposes of determining a quorum at such meetings) and vote all of their Shares in favor of the Approved Sale and in opposition of any proposals that could reasonably be expected to delay or impair the consummation of the Approved Sale, (ii) raise no objections to the Approved Sale or the process pursuant to which the Approved Sale was arranged, (iii) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to the Approved Sale, (iv) take all actions required in connection with the Approved Sale, including without limitation voting all of his, her or its Shares in favor of any matter that could reasonably be expected to facilitate the Approved Sale; and if the Approved Sale is structured as a sale of the stock of the Company, each Constituent Stockholder agrees that it shall sell its Shares on the terms and conditions approved by the Approving Stockholders and the Board and (v) to cooperate with and execute and deliver such other documents as may be reasonably requested in connection with the transactions contemplated by the Approved Sale, including, without limitation, documents containing representations and warranties as to title, power and authority, such other representations, warranties and covenants as are approved by the Approving Stockholders and returning any written consent related to the Approved Sale in a prompt manner. Notwithstanding the foregoing, a Constituent Stockholder will only be required to take the actions set forth above in connection with an Approved Sale if (A) the terms of an Approved Sale do not provide that such Constituent Stockholder would receive less than the amount that would be distributed to such Constituent Stockholder First Refusal described in the event the proceeds Notice of the sale of the Company were distributed Exercise does not occur in accordance with the Company’s Certificate of Incorporationterms specified therein, as amended and in effect at such time; (B) then all indemnification, escrow and other liabilities are allocated on a pro rata basis; (C) such Constituent Stockholder is not required Investors shall again be subject to make representations and warranties or covenants regarding the Company or any other stockholder of the Company, (D) such Constituent Stockholder is not required obligation to assume liability that exceeds the proceeds received by such Constituent Stockholder participate in the Approved Sale (other than for fraud or willful misrepresentation by such Constituent Stockholder) and (E) such Constituent Stockholder is not required to agree to a non-competition or non-solicitation covenant in connection with the Approved Compelled Sale.

Right to Compel Sale. If Holders holding (a) Subject to the provisions of this Section, if at least sixty percent (60%) any time the Company proposes to sell shares of Bank Stock representing more than a 50% interest in the Bank, then the Company shall have the right, exercisable as set forth below, to compel all of the Investors to sell to the third party purchaser (a “Compelled Sale”) all, but not less than all, of the Bank Stock then outstanding held by them. In connection with any Compelled Sale, such Investors will receive the same consideration payable to the Company and be on the same terms and conditions applicable to the Company. (b) If the Company elects to exercise its right to cause a Compelled Sale, it will deliver written notice (a “Compelled Sale Notice”) to each Investor, setting forth the consideration and describing all other material terms and conditions of the Compelled Sale, including the proposed closing date, which shall not be less than thirty (30) days after the date the Compelled Sale Notice is delivered. Each Investor will deliver the Bank Stock held by each such Investor to the third party purchaser in accordance with the terms set forth in the Compelled Sale Notice upon receipt of the consideration provided for therein. (c) Notwithstanding the provisions of Section 3.6(a) and Section 3.6(b), and in lieu of complying with the Compelled Sale Notice, any Investor shall have the right to purchase from the Company all, but not less than all, of the shares of Common Bank Stock issued or issuable upon conversion of the Preferred Stock (collectively Company desires to sell, but only on the “Approving Stockholders”) same terms and conditions as described in the BoardCompelled Sale Notice, including a majority of the Preferred Stock Directors, approve an Acquisition proposed closing date (the “Approved SaleMinority Right of First Refusal”). If by no later than thirty (30) days after the date the Compelled Sale Notice is delivered, then each and every one of the Major Common Holders and Holders, including the Approving Stockholders (the “Constituent Stockholders”), agrees, subject an Investor delivers to the final sentence of this Section 7.1, to (i) be present, in person or by proxy, as a holder of Shares, at all meetings for the vote of any of the above matters (and can be counted for the purposes of determining a quorum at such meetings) and vote all of their Shares in favor of the Approved Sale and in opposition of any proposals that could reasonably be expected to delay or impair the consummation of the Approved Sale, (ii) raise no objections to the Approved Sale or the process pursuant to which the Approved Sale was arranged, (iii) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to the Approved Sale, (iv) take all actions required in connection with the Approved Sale, including without limitation voting all of Company his, her or its Shares in favor binding written commitment to exercise this Minority Right of any matter that could reasonably be expected to facilitate the Approved Sale; First Refusal and if the Approved Sale is structured as a sale specifying all of the stock of the Company, each Constituent Stockholder agrees that it shall sell its Shares on the terms and conditions approved by the Approving Stockholders and the Board and (v) to cooperate with and execute and deliver such other documents as may be reasonably requested in connection with the transactions contemplated by the Approved Sale, including, without limitation, documents containing representations and warranties as to title, power and authority, such other representations, warranties and covenants as are approved by the Approving Stockholders and returning any written consent related to the Approved Sale in a prompt manner. Notwithstanding the foregoing, a Constituent Stockholder will only be required to take the actions set forth above in connection with an Approved Sale if (A) the terms of an Approved Sale do not provide that such Constituent Stockholder would receive less than purchase, together with evidence reasonably satisfactory to the amount that would Company of the financial capability to consummate such exercise (the “Notice of Exercise”), then all Investors shall be distributed released from their obligation to such Constituent Stockholder participate in the event Compelled Sale, provided, however, that if the proceeds exercise of the sale Minority Right of First Refusal described in the Company were distributed Notice of Exercise does not occur in accordance with the Company’s Certificate terms specified therein, then all Investors shall again be subject to the obligation to participate in the Compelled Sale. If more than one Investor delivers Notice of IncorporationExercise, as amended and in effect at required by this Section, then such time; (B) all indemnification, escrow and other liabilities are allocated on a pro rata basis; (C) such Constituent Stockholder is not required Investors’ rights to make representations and warranties or covenants regarding purchase the shares of Bank Stock the Company or any other stockholder desires to sell shall be allocated among such Investors, pro-rata based on their ownership of the Company, (D) Bank Stock prior to such Constituent Stockholder is not required to assume liability that exceeds the proceeds received by such Constituent Stockholder in the Approved Sale (other than for fraud or willful misrepresentation by such Constituent Stockholder) and (E) such Constituent Stockholder is not required to agree to a non-competition or non-solicitation covenant in connection with the Approved Saletransaction.

Right to Compel Sale. (i) If Holders holding the Selling Stockholders propose to make a Transfer of 100% of their remaining Purchaser Common Stock at any time when (A) the Selling Stockholders own at least sixty percent (60%) 35% of the then outstanding shares of Fully Diluted Common Stock issued or issuable upon conversion of the Preferred Purchaser, and (B) the aggregate amount of Purchaser Common Stock proposed to be Transferred in such transaction (collectively the “Approving including Purchaser Common Stock owned by Stockholders who are not Selling Stockholders”) and the Board, including a majority constitutes at least 50% of the Preferred Stock DirectorsFully Diluted Common Stock, approve to a Person that is neither an Acquisition Affiliate of the Stockholders nor a Person with respect to which the Stockholders or any of their Affiliates has a direct or indirect economic interest or contractual relationship (the “Approved any such Sale”, a "Compelled Sale"), then each and every one the Selling Stockholders shall have the right, exercisable as set forth below, to require all of the Major other Stockholders or their Permitted Transferees (the "Remaining Stockholders") to sell all Purchaser Common Holders and Holders, including the Approving Stock then owned by such Remaining Stockholders (the “Constituent Stockholders”), agrees, subject "Transfer Common Stock") to the final sentence proposed transferee of this such Purchaser Common Stock (the "Acquiror") on the same terms and for the same consideration per share as is being paid to the Selling Stockholders and as allocated among Purchaser Common Stock as set forth in clause (iii) below, which consideration shall consist entirely of cash and/or marketable securities, and otherwise on the same terms as are applicable to the Selling Stockholders. (ii) Notwithstanding the provisions of Section 7.14.2(a)(i) above, in connection with any such transaction (x) the Remaining Stockholders shall not be required to make any representations or warranties except those relating to (i) their own due execution and delivery of the relevant agreement, (ii) the enforceability of the relevant agreement against them and absence of conflicts with agreements and laws applicable to them and (iii) their ownership of securities being sold by them, and (y) the Remaining Stockholders shall not be presentrequired to provide any post-closing indemnities except as provided in clause (z) below, and (z) in person the event that a portion of the purchase price is placed in escrow to support (A) purchase price adjustment obligations, (B) post-closing indemnification for breaches of representations or warranties relating to the Purchaser and its Subsidiaries and/or (C) post-closing indemnification for liabilities of the Purchaser and its Subsidiaries, the Remaining Stockholders will have a pro rata portion of their purchase price placed in such escrow to be utilized to pay any such indemnification obligations. The terms and conditions other than the consideration to be received by proxythe Remaining Stockholders for Purchaser Common Stock sold in a Compelled Sale shall be as set forth in the applicable purchase agreement among the Selling Stockholders and the Acquiror. (i) The Selling Stockholders shall cause the terms of the Compelled Sale to be reduced to writing and shall provide a written notice (the "Compelled Sale Transfer Notice") of such Compelled Sale to the Purchaser and the Purchaser shall provide such Compelled Sale Transfer Notice to the Remaining Stockholders. The Compelled Sale Transfer Notice shall contain written notice of the exercise of the Selling Stockholders rights pursuant to Section 4.2(a) hereof, setting forth the consideration to be paid by the Acquiror for the Purchaser Common Stock and the other terms and conditions of the Compelled Sale. Within 20 calendar days following the date of receipt of the Compelled Sale set forth in the Compelled Sale Transfer Notice, each of the Remaining Stockholders shall deliver to the Selling Stockholders (the "Notice Designee") certificates representing the Purchaser Common Stock owned by such Remaining Stockholders, 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 certificates pursuant to this Section 4.2(b) at the closing for such Compelled Sale against delivery to such Remaining Stockholders of the consideration therefor. Such certificates shall be held by the Selling Stockholders in escrow for the benefit of the appropriate Remaining Stockholders, the Selling Stockholders shall execute such form of escrow agreement as is reasonably satisfactory to the Remaining Stockholders, the Acquiror and the Purchaser and which assures that the relevant Purchaser Common Stock is not considered property of the Selling Stockholders. In the event that a Remaining Stockholders should fail to deliver such certificates as aforesaid, the Purchaser shall cause the books and records of the Purchaser to show that such Purchaser Common Stock is bound by the provisions of this Section 4.2(b) and that such Purchaser Common Stock shall be transferred only to the Acquiror upon surrender for Transfer by the Remaining Stockholders thereof. (ii) If, within 90 calendar days (or such longer period not exceeding 180 calendar days but only to the extent required to comply with any applicable provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as a holder amended, or xx xxxxxx xxxxx required regulatory approval) after the Selling Stockholders give the Compelled Sale Transfer Notice, they have not completed the sale of Sharesall the Purchaser Common Stock owned by all Stockholders to the Acquiror, at all meetings for the vote of any Selling Stockholders shall return to each of the above matters Remaining Stockholders all certificates delivered for sale pursuant hereto, and all the restrictions on sale or other disposition contained in this Agreement with respect to such Purchaser Common Stock and the Purchaser Common Stock owned by the Selling Stockholders shall again be in effect. (and can be counted for the purposes of determining a quorum at such meetingsiii) and vote all of their Shares in favor of the Approved Sale and in opposition of any proposals that could reasonably be expected to delay or impair Upon the consummation of the Approved Compelled Sale, (ii) raise no objections the Selling Stockholders shall give notice thereof to the Approved Sale Remaining Stockholders, shall (or shall cause the process pursuant Acquiror to) remit to which each of the Approved Sale was arranged, (iii) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time Remaining Stockholders a net amount with respect to the Approved SalePurchaser Common Stock of such Remaining Stockholders sold pursuant thereto, (iv) take all actions required in connection with the Approved Sale, including without limitation voting all of his, her or its Shares in favor of any matter that could reasonably be expected to facilitate the Approved Sale; and if the Approved Sale is structured as a sale shall furnish such other evidence of the stock completion and time of the Company, each Constituent Stockholder agrees that it shall sell its Shares on completion of such sale or other disposition and the terms and conditions approved by the Approving Stockholders and the Board and (v) to cooperate with and execute and deliver such other documents thereof as may be reasonably requested by such Remaining Stockholders, provided that if the cash or the fair market value of any marketable securities payable to any Remaining Stockholder exceeds $1,000,000, such Remaining Stockholder shall be entitled to have such cash and/or marketable securities (net of any fees and expenses that are paid to be deducted in accordance with this Section) paid directly to the Remaining Stockholder by the Acquiror at the closing of the Compelled Sale. The Selling Stockholders shall provide each Remaining Stockholder with copies of all transaction documents entered into in connection with the transactions contemplated by the Approved SaleCompelled Sale and an accounting of all consideration paid, including, without limitation, documents containing representations including a description of sources and warranties as to title, power and authority, such other representations, warranties and covenants as are approved by the Approving Stockholders and returning any written consent related to the Approved Sale in a prompt manner. Notwithstanding the foregoing, a Constituent Stockholder will only be required to take the actions set forth above in connection with an Approved Sale if (A) the terms uses of an Approved Sale do not provide that such Constituent Stockholder would receive less than the amount that would be distributed to such Constituent Stockholder in the event the proceeds of the sale of the Company were distributed in accordance with the Company’s Certificate of Incorporation, as amended and in effect at such time; (B) all indemnification, escrow and other liabilities are allocated on a pro rata basis; (C) such Constituent Stockholder is not required to make representations and warranties or covenants regarding the Company or any other stockholder of the Company, (D) such Constituent Stockholder is not required to assume liability that exceeds the proceeds received by such Constituent Stockholder in the Approved Sale (other than for fraud or willful misrepresentation by such Constituent Stockholder) and (E) such Constituent Stockholder is not required to agree to a non-competition or non-solicitation covenant in connection with the Approved Salefunds.

Right to Compel Sale. If Holders holding (a) Subject to subparagraph (b) below, if at least sixty percent (60%) a time that Xxxxxxxx and his Permitted Transferees have the power to vote with respect to, and the power to dispose of, Outstanding Shares representing not less than 50% of the then outstanding shares Outstanding Shares owned by Xxxxxxxx on the date hereof (as adjusted to allow for subdivisions and combinations of Common Stock issued or issuable upon conversion Stock, stock dividends and other similar dilution events), Xxxxxxxx and/or such Permitted Transferees, as applicable (the "Xxxxxxxx Transferors"), wish to sell all, and not less than all, of the Preferred Stock Xxxxxxxx Securities then owned by Xxxxxxxx and such Permitted Transferees on such date, to any bona fide independent third party other than an Affiliate or a Permitted Transferee of Xxxxxxxx (collectively the “Approving Stockholders”"Compelled Sale Purchaser"), and if such Compelled Sale Purchaser requires, as a condition to acquiring such Xxxxxxxx Securities upon the terms acceptable to the Xxxxxxxx Transferors, that all other Parties (the "Other Parties") sell to such Compelled Sale Purchaser all, and the Boardnot less than all, including a majority of the Preferred Stock Directors, approve an Acquisition (Securities owned by the “Approved Sale”)Other Parties, then each and every one of the Major Common Holders Other Parties shall be obligated to join and Holders, including fully cooperate in the Approving Stockholders sale together with the concurrent sale by the Xxxxxxxx Transferors (a "Compelled Sale") of all of its respective Securities to the “Constituent Stockholders”), agreesCompelled Sale Purchaser, subject to the final sentence of this Section 7.1, to following: (i) The terms and conditions applicable to the sale of the Securities owned by the Other Parties shall be presentidentical to those applicable to the sale of the Xxxxxxxx Securities, including, without limitation, the amount and nature of consideration and the same representations, indemnities and the like required of the Xxxxxxxx Transferors; provided, however, that the Other Parties shall not be obligated to accept as consideration for their Securities payment other than in person cash and securities that are listed on the New York Stock Exchange, the American Stock Exchange or by proxythe NASDAQ National Market ("Listed Securities"); provided, further, that (A) the aggregate consideration per Share (including the Fair Market Value of any Listed Securities) payable to any Other Party shall be no less than that payable to the Xxxxxxxx Transferors, and (B) no Other Party shall be required to accept a smaller amount of cash (as a holder of Shares, at all meetings for the vote of any percentage of the above matters (total consideration) than the Xxxxxxxx Transferors. Accordingly, the Xxxxxxxx Transferors may either reallocate such consideration so as to satisfy the preceding sentence or, if the Compelled Sale Purchaser is not paying sufficient cash and can be counted for Listed Securities to allow such reallocation, the Xxxxxxxx Transferors may themselves pay to the Other Parties cash so as to comply therewith. For the purposes of determining a quorum at such meetings) and vote all of their Shares in favor this subparagraph (i), the value of the Approved consideration other than cash being paid by the Compelled Sale and in opposition Purchaser shall be the Fair Market Value thereof. (ii) Notwithstanding the foregoing, any liability of any proposals that could reasonably Other Party in connection with such sale shall be expected to delay or impair the consummation of the Approved Sale(i) several and not joint and several, (ii) raise no objections shall be limited to the Approved Sale or the process pursuant to which the Approved Sale was arrangedproceeds actually received by such Other Party, and, (iii) refrain from exercising in any dissenters’ rights event except for any liability occasioned by the specific wrongdoing of any Person, the liability of the Xxxxxxxx Transferors and the Other Parties shall be further limited to damages occasioned by the breach of the representations and warranties made by them (which shall only include representations and warranties as to their ownership of the Securities being sold and other matters specifically applicable to them and their Securities) and damages arising under any indemnity or rights escrow provisions that are limited to their proportion of appraisal under applicable law at any time with respect the aggregate proceeds received by all of them. (iii) The Xxxxxxxx Transferors shall be obligated to deliver to the Approved SaleOther Parties an opinion of counsel to the Company, in form reasonably acceptable to the Other Parties, to the effect that such Transfer does not require any registration under the Act or otherwise. (iv) take all actions required in connection with No Xxxxxxxx Transferor who holds any debt or other securities issued by Holdings or any of its subsidiaries (i.e., securities other than Common Stock of Holdings) shall, pursuant to the Approved Compelled Sale, receive, in consideration of such debt or other securities, an amount greater than the sum of, without duplication, (x) the face amount or liquidation preference of such securities, plus (y) any accrued but unpaid interest or dividends thereon (including without limitation voting cumulative dividends, if applicable), plus (z) any prepayment or redemption premium or penalty set forth in the terms of the agreement evidencing such securities. (b) The Xxxxxxxx Transferors shall notify each of the Other Parties in writing of a Compelled Sale (a "Compelled Sale Notice"), which Compelled Sale Notice shall set forth all of his, her or its Shares in favor of any matter that could reasonably be expected to facilitate the Approved Sale; and if the Approved Sale is structured as a sale of the stock of the Company, each Constituent Stockholder agrees that it shall sell its Shares on the material terms and conditions approved by of the Approving Stockholders and the Board and (v) to cooperate with and execute and deliver such other documents as may be reasonably requested in connection with the transactions contemplated by the Approved Compelled Sale, including, without limitation, documents containing representations the proposed amount and warranties as to titlenature of consideration and all other material terms and conditions, power including the date of the proposed Transfer and authority, such other all applicable representations, warranties indemnities and covenants as are approved by the Approving Stockholders other contract provisions. The Other Parties (and returning any written consent related each of them) shall execute and deliver to the Approved Sale in a prompt manner. Notwithstanding the foregoingXxxxxxxx Transferors within 5 business days after delivery to such Other Parties for such execution, a Constituent Stockholder will only be all documents required to be executed by each such Other Party in order to consummate such Compelled Sale, subject to the limitations on liability contained in Subsection (a)(ii) above. Further, and in any event, each of the Other Parties hereby appoints the Secretary of Holdings as its attorney-in-fact to execute any and all documents and instruments and take all actions reasonably necessary to Transfer the actions set forth above Securities owned by such Other Party in connection with an Approved Sale if (A) order to effect the terms of an Approved this Section 2.6, which power of attorney may only be exercised if the Compelled Sale do not provide that such Constituent Stockholder would receive less than the amount that would be distributed to such Constituent Stockholder in the event the proceeds complies with all of the sale terms of the Company were distributed in accordance with the Company’s Certificate of Incorporation, as amended and in effect at such time; (B) all indemnification, escrow and other liabilities are allocated on a pro rata basis; (C) such Constituent Stockholder is not required to make representations and warranties or covenants regarding the Company or any other stockholder of the Company, (D) such Constituent Stockholder is not required to assume liability that exceeds the proceeds received by such Constituent Stockholder in the Approved Sale (other than for fraud or willful misrepresentation by such Constituent Stockholder) and (E) such Constituent Stockholder is not required to agree to a non-competition or non-solicitation covenant in connection with the Approved Salethis Section 2.

Right to Compel Sale. (a) If Holders holding at least sixty percent (60%) of the then outstanding shares of Common Stock issued or issuable upon conversion of the Preferred Stock (collectively the “Approving Stockholders”) Xxxxxxxx and the Board, including a majority of the Preferred Stock Directors, approve an Acquisition his Permitted Transferees (the “Approved SaleProposed Transferors”), then each wish to sell all, and every one not less than all, of the Major Common Holders and HoldersStock or Derivative Securities then owned by the Proposed Transferors on such date, including the Approving Stockholders to any bona fide independent third party other than an Affiliate or a Permitted Transferee of such Proposed Transferors (the “Constituent StockholdersCompelled Sale Purchaser”), agreesand if such Compelled Sale Purchaser requires, as a condition to acquiring such Common Stock or Derivative Securities upon terms acceptable to the Proposed Transferors, that the Stockholders sell to such Compelled Sale Purchaser all, and not less than all, of the Securities, then each Stockholder shall be obligated to join and fully cooperate in the sale together with the concurrent sale by the Proposed Transferors (a “Compelled Sale”) of all of its respective Securities to the Compelled Sale Purchaser, subject to the final sentence of this Section 7.1, to following: (i) be present, in person or by proxy, as a holder of Shares, at all meetings for The terms and conditions applicable to the vote of any sale of the above matters (and can Securities shall be counted for identical to those applicable to the purposes of determining a quorum at such meetings) and vote all of their Shares in favor sale of the Approved Sale securities by the Proposed Transferors, including, without limitation,the amount and in opposition nature of any proposals that could reasonably be expected to delay or impair consideration and the consummation same representations, indemnities and the like required of the Approved Sale, Proposed Transferors. (ii) raise no objections to Notwithstanding the Approved Sale or the process pursuant to which the Approved Sale was arrangedforegoing, (iii) refrain from exercising any dissenters’ rights or rights liability of appraisal under applicable law at any time with respect to the Approved Sale, (iv) take all actions required Stockholder in connection with such sale shall be (A) several and not joint and several, (B) shall be limited to the Approved Saleproceeds actuallyreceived by such Stockholder, including without limitation voting and, (C) in any event except for any liability occasioned by the specific wrongdoing of any Person, the liability of the Proposed Transferors and the Stockholders shall be further limited to damages occasioned by the breach of the representations and warranties made by them (which, in the case of the Stockholders, shall only include representations and warranties as to their ownership of the Securities being sold and other matters specifically applicable to them and their Securities) and damages arising under any indemnity or escrow provisions that are limited to their proportion of the aggregate proceeds received by all of histhem. (b) The Proposed Transferors shall notify each Stockholder in writing of a Compelled Sale (a “Compelled Sale Notice”), her or its Shares in favor of any matter that could reasonably be expected to facilitate the Approved Sale; and if the Approved which Compelled Sale is structured as a sale Notice shall set forth all of the stock of the Company, each Constituent Stockholder agrees that it shall sell its Shares on the material terms and conditions approved by of the Approving Stockholders and the Board and (v) to cooperate with and execute and deliver such other documents as may be reasonably requested in connection with the transactions contemplated by the Approved Compelled Sale, including, without limitation, documents containing representations the proposed amount and warranties as to titlenature of consideration and all other material terms and conditions, power including the date of the proposed Transfer and authority, such other all applicable representations, warranties indemnities and covenants as are approved by the Approving Stockholders other contract provisions. Each Stockholder shall execute and returning any written consent related deliver to the Approved Sale in a prompt manner. Notwithstanding the foregoing, a Constituent Stockholder will only be required to take the actions set forth above in connection with an Approved Sale if (A) the terms of an Approved Sale do not provide that such Constituent Stockholder would receive less than the amount that would be distributed to such Constituent Stockholder in the event the proceeds of the sale of the Company were distributed in accordance with the Company’s Certificate of Incorporation, as amended and in effect at such time; (B) all indemnification, escrow and other liabilities are allocated on a pro rata basis; (C) such Constituent Stockholder is not required to make representations and warranties or covenants regarding the Company or any other stockholder of the Company, (D) such Constituent Stockholder is not required to assume liability that exceeds the proceeds received by such Constituent Stockholder in the Approved Sale (other than for fraud or willful misrepresentation by such Constituent Stockholder) and (E) such Constituent Stockholder is not required to agree to a non-competition or non-solicitation covenant in connection with the Approved Sale.Proposed

Right to Compel Sale. (a) If Holders holding at least sixty percent Xxxxxxxx and his Permitted Transferees (60%) the "Proposed Transferors"), wish to sell all, and not less than all, of the then outstanding shares of Common Stock issued or issuable Derivative Securities then owned by the Proposed Transferors on such date, to any bona fide independent third party other than an Affiliate or a Permitted Transferee of such Proposed Transferors (the "Compelled Sale Purchaser"), and if such Compelled Sale Purchaser requires, as a condition to acquiring such Common Stock or Derivative Securities upon conversion terms acceptable to the Proposed Transferors, that the Stockholders sell to such Compelled Sale Purchaser all, and not less than all, of the Preferred Stock (collectively the “Approving Stockholders”) and the Board, including a majority of the Preferred Stock Directors, approve an Acquisition (the “Approved Sale”)Securities, then each Stockholder shall be obligated to join and every one fully cooperate in the sale together with the concurrent sale by the Proposed Transferors (a "Compelled Sale") of all of its respective Securities to the Major Common Holders and Holders, including the Approving Stockholders (the “Constituent Stockholders”), agreesCompelled Sale Purchaser, subject to the final sentence of this Section 7.1, to following: (i) be present, in person or by proxy, as a holder of Shares, at all meetings for The terms and conditions applicable to the vote of any sale of the above matters (and can Securities shall be counted for identical to those applicable to the purposes of determining a quorum at such meetings) and vote all of their Shares in favor sale of the Approved Sale securities by the Proposed Transferors, including, without limitation, the amount and in opposition nature of any proposals that could reasonably be expected to delay or impair consideration and the consummation same representations, indemnities and the like required of the Approved Sale, Proposed Transferors. (ii) raise no objections to Notwithstanding the Approved Sale or the process pursuant to which the Approved Sale was arrangedforegoing, (iii) refrain from exercising any dissenters’ rights or rights liability of appraisal under applicable law at any time with respect to the Approved Sale, (iv) take all actions required Stockholder in connection with such sale shall be (A) several and not joint and several, (B) shall be limited to the Approved Saleproceeds actually received by such Stockholder, including without limitation voting and, (C) in any event except for any liability occasioned by the specific wrongdoing of any Person, the liability of the Proposed Transferors and the Stockholders shall be further limited to damages occasioned by the breach of the representations and warranties made by them (which, in the case of the Stockholders, shall only include representations and warranties as to their ownership of the Securities being sold and other matters specifically applicable to them and their Securities) and damages arising under any indemnity or escrow provisions that are limited to their proportion of the aggregate proceeds received by all of histhem. (b) The Proposed Transferors shall notify each Stockholder in writing of a Compelled Sale (a "Compelled Sale Notice"), her or its Shares in favor of any matter that could reasonably be expected to facilitate the Approved Sale; and if the Approved which Compelled Sale is structured as a sale Notice shall set forth all of the stock of the Company, each Constituent Stockholder agrees that it shall sell its Shares on the material terms and conditions approved by of the Approving Stockholders and the Board and (v) to cooperate with and execute and deliver such other documents as may be reasonably requested in connection with the transactions contemplated by the Approved Compelled Sale, including, without limitation, documents containing representations the proposed amount and warranties as to titlenature of consideration and all other material terms and conditions, power including the date of the proposed Transfer and authority, such other all applicable representations, warranties indemnities and covenants as are approved by the Approving Stockholders other contract provisions. Each Stockholder shall execute and returning any written consent related deliver to the Approved Sale in a prompt manner. Notwithstanding the foregoing, a Constituent Stockholder will only be required to take the actions set forth above in connection with an Approved Sale if (A) the terms of an Approved Sale do not provide that such Constituent Stockholder would receive less than the amount that would be distributed to such Constituent Stockholder in the event the proceeds of the sale of the Company were distributed in accordance with the Company’s Certificate of Incorporation, as amended and in effect at such time; (B) all indemnification, escrow and other liabilities are allocated on a pro rata basis; (C) such Constituent Stockholder is not required to make representations and warranties or covenants regarding the Company or any other stockholder of the Company, (D) such Constituent Stockholder is not required to assume liability that exceeds the proceeds received by such Constituent Stockholder in the Approved Sale (other than for fraud or willful misrepresentation by such Constituent Stockholder) and (E) such Constituent Stockholder is not required to agree to a non-competition or non-solicitation covenant in connection with the Approved Sale.Proposed

Right to Compel Sale. (i) If Holders holding at least sixty percent any time a proposal for a sale of all or substantially all of the voting Units in the Company to, or a merger or consolidation of Company with or into an Unrelated Third Party for a specified price per Unit payable in cash, shares, ownership interests or any other consideration and on specified terms and conditions (60%a “Sale Proposal”) shall have been approved by the requisite number of Members required to approve the Sale Proposal under the Articles of Organization of the Company and this Agreement and any applicable law, then the Members who so approved the Sale Proposal (the “Approving Members”) may require all of the remaining Members (the “Remaining Members”) to sell all of the Units held by them to the party or parties whose Sale Proposal was accepted as hereinabove provided, for the same pro-rata consideration and otherwise upon the same terms and conditions set forth in the Sale Proposal, provided only that the price per Unit and the terms and conditions applicable to the remaining Members are no less favorable than the per unit price and the terms and conditions which apply to the Approving Members (a “Compelled Sale”). (ii) The Company, if so instructed in writing by the Approving Members, shall send written notice (the “Compelled Sale Notice”) of the then outstanding shares of Common Stock issued or issuable upon conversion exercise of the Preferred Stock (collectively rights of the “Approving Stockholders”) Members to each of the Remaining Members setting forth the consideration to be paid pursuant to the Sale Proposal and the Board, including a majority other terms and conditions of the Preferred Stock Directorstransaction. In such event, approve an Acquisition (each Remaining Member, and, if applicable, the “Approved Sale”)Company, then each and every one upon receipt of the Major Common Holders and HoldersCompelled Sale Notice, including the Approving Stockholders (the “Constituent Stockholders”), agrees, subject to the final sentence of this Section 7.1, shall be obligated to (i) be present, in person or by proxy, as a holder of Shares, at all meetings for the vote of any of the above matters (and can be counted for the purposes of determining a quorum at such meetings) and vote all of their Shares Units in favor of the Approved such Sale and in opposition Proposal at any meeting of any proposals that could reasonably be expected to delay or impair the consummation Members of the Approved SaleCompany called to vote on or approve such Sale Proposal, (ii) raise no objections to the Approved Sale or the process pursuant to which the Approved Sale was arranged, (iii) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to the Approved Sale, (iv) take all actions required in connection with the Approved Sale, including without limitation voting sell all of his, her or its Shares in favor of any matter that could reasonably be expected their Units to facilitate such Unrelated Third Party at the Approved Sale; price and if the Approved Sale is structured as a sale of the stock of the Company, each Constituent Stockholder agrees that it shall sell its Shares on upon the terms and conditions approved by set forth in the Approving Stockholders and the Board Sale Proposal, and (viii) otherwise take all action necessary in the reasonable opinion of the purchaser’s legal counsel to cooperate with and execute and deliver such other documents as may be reasonably requested in connection with consummate the transactions contemplated by the Approved Salesale, including, without limitation, providing access to documents containing and records of the Company, entering into an agreement reflecting the terms of the Sale Proposal, surrendering ownership certificates, giving any customary and reasonable representations and warranties as to titlethe effect that such Member has good title to their Units, power that said Member is duly authorized to transfer such Units to the purchaser and authoritythat said Units are, or will when delivered be free from all taxes, liens or encumbrances, and executing and delivering any certificates or other documents, reasonably requested by the Approving Members and their counsel, to cause the Company and the Approving Members to consummate such Compelled Sale. Any such Compelled Sale Notice may be rescinded by the Approving Members by delivering written notice thereof to all of the Remaining Members. (iii) The obligations of the Members pursuant to this Section 3.4(b) are subject to the satisfaction of the condition that, in the event that the Members are required to provide any representations, warranties or indemnities in connection with the Compelled Sale (other than representations, warranties and covenants as are approved by indemnities concerning each Member’s valid ownership of its ownership interests, free of all liens and encumbrances, and each Member’s authority to enter into and consummate the Approving Stockholders and returning any written consent related to the Approved Sale in a prompt manner. Notwithstanding the foregoingCompelled Sale), a Constituent Stockholder will only then each Member shall not be required to take the actions set forth above in connection with an Approved Sale if (A) the terms of an Approved Sale do not provide that such Constituent Stockholder would receive less liable for more than the amount that would be distributed to such Constituent Stockholder in the event the proceeds of the sale of the Company were distributed in accordance with the Company’s Certificate of Incorporation, as amended and in effect at such time; (B) all indemnification, escrow and other liabilities are allocated on a its pro rata basis; share (Cbased upon the consideration received) of any liability for misrepresentation, breach of warranty or indemnity and such Constituent Stockholder is liability shall not required to make representations and warranties or covenants regarding exceed the Company or any other stockholder of the Company, (D) such Constituent Stockholder is not required to assume liability that exceeds the proceeds total purchase price received by such Constituent Stockholder in Member for its ownership interests and such liability shall be satisfied solely out of any funds escrowed for such purpose. (iv) In the Approved Sale event of such a sale, all Members shall bear their pro rata share (other than for fraud or willful misrepresentation by such Constituent Stockholderbased upon the amount of consideration received) and (E) such Constituent Stockholder is not required to agree to a non-competition or non-solicitation covenant of any costs incurred in connection with the Approved Salesale of Units to the extent such costs are reasonably and necessarily incurred for the benefit of all holders of all Units and are not otherwise paid by the Company or the purchaser. Costs incurred by any Member on its own behalf will not be considered costs of the Compelled Sale hereunder.

Right to Compel Sale. (i) If Holders holding the Selling Stockholders propose to make a Transfer of 100% of their remaining Purchaser Common Stock at any time when (A) the Selling Stockholders own at least sixty percent (60%) 35% of the then outstanding shares of Fully Diluted Common Stock issued or issuable upon conversion of the Preferred Purchaser, and (B) the aggregate amount of Purchaser Common Stock proposed to be Transferred in such transaction (collectively the “Approving including Purchaser Common Stock owned by Stockholders who are not Selling Stockholders”) and the Board, including a majority constitutes at least 50% of the Preferred Stock DirectorsFully Diluted Common Stock, approve to a Person that is neither an Acquisition Affiliate of the Stockholders nor a Person with respect to which the Stockholders or any of their Affiliates has a direct or indirect economic interest or contractual relationship (the “Approved any such Sale”, a "Compelled Sale"), then each and every one the Selling Stockholders shall have the right, exercisable as set forth below, to require all of the Major other Stockholders or their Permitted Transferees (the "Remaining Stockholders") to sell all Purchaser Common Holders and Holders, including the Approving Stock then owned by such Remaining Stockholders (the “Constituent Stockholders”), agrees, subject "Transfer Common Stock") to the final sentence proposed transferee of this such Purchaser Common Stock (the "Acquiror") on the same terms and for the same consideration per share as is being paid to the Selling Stockholders and as allocated among Purchaser Common Stock as set forth in clause (iii) below, which consideration shall consist entirely of cash and/or marketable securities, and otherwise on the same terms as are applicable to the Selling Stockholders. (ii) Notwithstanding the provisions of Section 7.14.2(a)(i) above, in connection with any such transaction (x) the Remaining Stockholders shall not be required to make any representations or warranties except those relating to (i) their own due execution and delivery of the relevant agreement, (ii) the enforceability of the relevant agreement against them and absence of conflicts with agreements and laws applicable to them and (iii) their ownership of securities being sold by them, and (y) the Remaining Stockholders shall not be presentrequired to provide any post-closing indemnities except as provided in clause (z) below, and (z) in person the event that a portion of the purchase price is placed in escrow to support (A) purchase price adjustment obligations, (B) post-closing indemnification for breaches of representations or warranties relating to the Purchaser and its Subsidiaries and/or (C) post-closing indemnification for liabilities of the Purchaser and its Subsidiaries, the Remaining Stockholders will have a pro rata portion of their purchase price placed in such escrow to be utilized to pay any such indemnification obligations. The terms and conditions other than the consideration to be received by proxythe Remaining Stockholders for Purchaser Common Stock sold in a Compelled Sale shall be as set forth in the applicable purchase agreement among the Selling Stockholders and the Acquiror. (i) The Selling Stockholders shall cause the terms of the Compelled Sale to be reduced to writing and shall provide a written notice (the "Compelled Sale Transfer Notice") of such Compelled Sale to the Purchaser and the Purchaser shall provide such Compelled Sale Transfer Notice to the Remaining Stockholders. The Compelled Sale Transfer Notice shall contain written notice of the exercise of the Selling Stockholders rights pursuant to Section 4.2(a) hereof, setting forth the consideration to be paid by the Acquiror for the Purchaser Common Stock and the other terms and conditions of the Compelled Sale. Within 20 calendar days following the date of receipt of the Compelled Sale set forth in the Compelled Sale Transfer Notice, each of the Remaining Stockholders shall deliver to the Selling Stockholders (the "Notice Designee") certificates representing the Purchaser Common Stock owned by such Remaining Stockholders, 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 certificates pursuant to this Section 4.2(b) at the closing for such Compelled Sale against delivery to such Remaining Stockholders of the consideration therefor. Such certificates shall be held by the Selling Stockholders in escrow for the benefit of the appropriate Remaining Stockholders, the Selling Stockholders shall execute such form of escrow agreement as is reasonably satisfactory to the Remaining Stockholders, the Acquiror and the Purchaser and which assures that the relevant Purchaser Common Stock is not considered property of the Selling Stockholders. In the event that a Remaining Stockholders should fail to deliver such certificates as aforesaid, the Purchaser shall cause the books and records of the Purchaser to show that such Purchaser Common Stock is bound by the provisions of this Section 4.2(b) and that such Purchaser Common Stock shall be transferred only to the Acquiror upon surrender for Transfer by the Remaining Stockholders thereof. (ii) If, within 90 calendar days (or such longer period not exceeding 180 calendar days but only to the extent required to comply with any applicable provisions of the Hart-Scott-Rodino Antitrust Improvemxxxx Xxx xx 0000, as a holder amended, or to obtain other required regulatory approval) after the Selling Stockholders give the Compelled Sale Transfer Notice, they have not completed the sale of Sharesall the Purchaser Common Stock owned by all Stockholders to the Acquiror, at all meetings for the vote of any Selling Stockholders shall return to each of the above matters Remaining Stockholders all certificates delivered for sale pursuant hereto, and all the restrictions on sale or other disposition contained in this Agreement with respect to such Purchaser Common Stock and the Purchaser Common Stock owned by the Selling Stockholders shall again be in effect. (and can be counted for the purposes of determining a quorum at such meetingsiii) and vote all of their Shares in favor of the Approved Sale and in opposition of any proposals that could reasonably be expected to delay or impair Upon the consummation of the Approved Compelled Sale, (ii) raise no objections the Selling Stockholders shall give notice thereof to the Approved Sale Remaining Stockholders, shall (or shall cause the process pursuant Acquiror to) remit to which each of the Approved Sale was arranged, (iii) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time Remaining Stockholders a net amount with respect to the Approved SalePurchaser Common Stock of such Remaining Stockholders sold pursuant thereto, (iv) take all actions required in connection with the Approved Sale, including without limitation voting all of his, her or its Shares in favor of any matter that could reasonably be expected to facilitate the Approved Sale; and if the Approved Sale is structured as a sale shall furnish such other evidence of the stock completion and time of the Company, each Constituent Stockholder agrees that it shall sell its Shares on completion of such sale or other disposition and the terms and conditions approved by the Approving Stockholders and the Board and (v) to cooperate with and execute and deliver such other documents thereof as may be reasonably requested by such Remaining Stockholders, provided that if the cash or the fair market value of any marketable securities payable to any Remaining Stockholder exceeds $1,000,000, such Remaining Stockholder shall be entitled to have such cash and/or marketable securities (net of any fees and expenses that are paid to be deducted in accordance with this Section) paid directly to the Remaining Stockholder by the Acquiror at the closing of the Compelled Sale. The Selling Stockholders shall provide each Remaining Stockholder with copies of all transaction documents entered into in connection with the transactions contemplated by the Approved SaleCompelled Sale and an accounting of all consideration paid, including, without limitation, documents containing representations including a description of sources and warranties as to title, power and authority, such other representations, warranties and covenants as are approved by the Approving Stockholders and returning any written consent related to the Approved Sale in a prompt manner. Notwithstanding the foregoing, a Constituent Stockholder will only be required to take the actions set forth above in connection with an Approved Sale if (A) the terms uses of an Approved Sale do not provide that such Constituent Stockholder would receive less than the amount that would be distributed to such Constituent Stockholder in the event the proceeds of the sale of the Company were distributed in accordance with the Company’s Certificate of Incorporation, as amended and in effect at such time; (B) all indemnification, escrow and other liabilities are allocated on a pro rata basis; (C) such Constituent Stockholder is not required to make representations and warranties or covenants regarding the Company or any other stockholder of the Company, (D) such Constituent Stockholder is not required to assume liability that exceeds the proceeds received by such Constituent Stockholder in the Approved Sale (other than for fraud or willful misrepresentation by such Constituent Stockholder) and (E) such Constituent Stockholder is not required to agree to a non-competition or non-solicitation covenant in connection with the Approved Salefunds.

Right to Compel Sale. (a) If Holders holding at least sixty Members owning Units representing more than fifty percent (6050%) of the then votes entitled to be cast by all outstanding shares of Common Stock issued or issuable upon conversion of the Preferred Stock (collectively the “Approving Stockholders”) and the Board, including a majority of the Preferred Stock Directors, approve an Acquisition Units (the “Approved SaleInitiating Members”)) propose to enter into a Sale of the Company Transaction, then each and every one of the Major Common Holders and Holders, including the Approving Stockholders such Members may require all other Members (the “Constituent StockholdersOther Members”), agrees, subject to the final sentence of this Section 7.1, ) to (i) be present, in person vote all Units then owned by such Member at any regular or by proxy, as a holder of Shares, at all meetings for the vote of any special meeting of the above matters Members (and can be counted for the purposes or written consent in lieu of determining a quorum at such meetingsmeeting) and vote all of their Shares in favor of the Approved such Sale and in opposition of any proposals that could reasonably be expected to delay or impair the consummation of the Approved SaleCompany Transaction, (ii) raise no objections waive any and all dissenters’, appraisal or similar rights with respect to such Sale of the Approved Sale or the process pursuant to which the Approved Sale was arranged, Company Transaction and (iii) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to the Approved Sale, (iv) take all actions required in connection with the Approved Sale, including without limitation voting all of his, her or its Shares in favor of any matter that could reasonably be expected to facilitate the Approved Sale; and if the Approved Sale of the Company Transaction is structured as a sale of all of the stock outstanding Units of the Company by the Members, sell all of their Units owned by them (the “Designated Units”) to the third party in accordance with the terms and conditions of such Sale of the Company Transaction. Any Sale of the Company Transaction approved pursuant to this Section 19.3(a) may hereinafter be referred to as an “Approved Transaction.” Notwithstanding the foregoing, for so long as A+D is entitled to appoint the A+D Designee, no Sale of the Company Transaction shall be deemed an Approved Transaction unless it has been approved by a unanimous vote of the Board of Managers, other than any Sale of the Company Transaction that occurs on or after January 1, 2015 in which the total consideration received by the Company in connection therewith is valued at an amount equal to or greater than the Call Option Valuation (valued for such purpose for the twelve month period ending as of the end of the last completed full fiscal quarter prior to the proposed date of the consummation of the Sale of the Company Transaction). (b) In the event of an Approved Transaction that is structured as a sale of all or substantially all of the Company’s assets, such transaction shall be treated as a Dissolution pursuant to Article XVII, and the proceeds from such sale shall be distributed in accordance with Article XVIII. In the event of an Approved Transaction that is structured as a merger, consolidation or sale of all of the Units of the Company, each Constituent Stockholder agrees that it the total consideration to be paid by the acquirer (the “Total Consideration”) shall sell its Shares on be distributed among the Members in the same manner as the proceeds from a sale of assets would have been distributed pursuant to the immediately preceding sentence. (c) The Initiating Members shall send written notice of the exercise of such rights pursuant to this Section 19.3 to the Other Members, setting forth the Total Consideration to be paid by the third party and the other terms and conditions approved of such transaction. In the event that the Approved Transaction is structured as a sale of all of the outstanding Units of the Company, within fourteen (14) days following the date of the delivery of the notice, the Other Members shall deliver to the Initiating Members certificates representing the Designated Units held by them duly endorsed, together with all other transfer documents reasonably required to be executed in connection with such transaction. In the event that any Other Member should fail to deliver such certificates to the Initiating Members, the Company shall cause the books and records of the Company to show that such Units are bound by the Approving Stockholders provisions of this Section 19.3 and that such Units shall be transferred only to the third party upon surrender for transfer by the holder thereof. If, within ninety (90) days after the Initiating Members gives such notice, the sale of all of the Other Member’s Units in accordance herewith has not been completed, the Initiating Members shall return to the Other Members all certificates representing the Designated Units delivered for sale, and all the restrictions on sale or other disposition contained in the Agreement with respect to Units owned by the Initiating Members shall again be in effect. Simultaneously with the consummation of the sale of Units of the Initiating Members pursuant to this Section 19.3, the Initiating Members shall notify the Other Members of the consummation of the sale, shall cause the purchaser to remit directly to the Other Members the total sales price of the Other Members’ Units sold or otherwise disposed of pursuant thereto and shall furnish such other evidence of the completion and time of completion of such sale or other disposition and the Board and (v) to cooperate with and execute and deliver such other documents terms thereof as may be reasonably requested by the Other Members. (d) As security for each Member’s obligations hereunder, each Member hereby: (i) grants to the Chief Executive Officer of the Company at the time of any Approved Transaction, with full power of substitution and resubstitution, an irrevocable proxy, coupled with an interest, to vote all Units at all meetings of the Members held or taken after the date of this Agreement with respect to any matter relating to an Approved Transaction; and (ii) irrevocably appoints such Chief Executive Officer as such Member’s attorney-in-fact with authority to execute and deliver any agreements, instruments or other documents to be executed and delivered in connection with the transactions contemplated by the consummation of such Approved Sale, including, without limitation, documents containing representations and warranties as to title, power and authority, such other representations, warranties and covenants as are approved by the Approving Stockholders and returning any written consent related to the Approved Sale in a prompt manner. Notwithstanding the foregoing, a Constituent Stockholder will only be required to take the actions set forth above in connection with an Approved Sale if (A) the terms of an Approved Sale do not provide that such Constituent Stockholder would receive less than the amount that would be distributed to such Constituent Stockholder in the event the proceeds of the sale of the Company were distributed in accordance with the Company’s Certificate of Incorporation, as amended and in effect at such time; (B) all indemnification, escrow and other liabilities are allocated on a pro rata basis; (C) such Constituent Stockholder is not required to make representations and warranties or covenants regarding the Company or any other stockholder of the Company, (D) such Constituent Stockholder is not required to assume liability that exceeds the proceeds received by such Constituent Stockholder in the Approved Sale (other than for fraud or willful misrepresentation by such Constituent Stockholder) and (E) such Constituent Stockholder is not required to agree to a non-competition or non-solicitation covenant in connection with the Approved SaleTransaction.

Right to Compel Sale. If Holders holding (a) Subject to the provisions of this Section, if at least sixty percent (60%) any time the Company proposes to sell shares of Bank Stock representing more than a 50% interest in the Bank, then the Company shall have the right, exercisable as set forth below, to compel all of the Investors to sell to the third party purchaser (a “Compelled Sale”) all, but not less than all, of the Bank Stock then outstanding held by them. In connection with any Compelled Sale, such Investors will receive the same consideration payable to the Company and be on the same terms and conditions applicable to the Company. (b) If the Company elects to exercise its right to cause a Compelled Sale, it will deliver written notice (a “Compelled Sale Notice”) to each Investor, setting forth the consideration and describing all other material terms and conditions of the Compelled Sale, including the proposed closing date, which shall not be less than thirty (30) days after the date the Compelled Sale Notice is delivered. Each Investor will deliver the Bank Stock held by each such Investor to the third party purchaser in accordance with the terms set forth in the Compelled Sale Notice upon receipt of the consideration provided for therein. (c) Notwithstanding the provisions of Section 3.6(a) and Section 3.6(b), and in lieu of complying with the Compelled Sale Notice, any Investor shall have the right to purchase from the Company all, but not less than all, of the shares of Common Bank Stock issued or issuable upon conversion of the Preferred Stock (collectively Company desires to sell, but only on the “Approving Stockholders”) same terms and conditions as described in the BoardCompelled Sale Notice, including a majority of the Preferred Stock Directors, approve an Acquisition proposed closing date (the “Approved SaleMinority Right of First Refusal”). If by no later than thirty (30) days after the date the Compelled Sale Notice is delivered, then each and every one of the Major Common Holders and Holders, including the Approving Stockholders (the “Constituent Stockholders”), agrees, subject an Investor delivers to the final sentence of this Section 7.1, to (i) be present, in person or by proxy, as a holder of Shares, at all meetings for the vote of any of the above matters (and can be counted for the purposes of determining a quorum at such meetings) and vote all of their Shares in favor of the Approved Sale and in opposition of any proposals that could reasonably be expected to delay or impair the consummation of the Approved Sale, (ii) raise no objections to the Approved Sale or the process pursuant to which the Approved Sale was arranged, (iii) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to the Approved Sale, (iv) take all actions required in connection with the Approved Sale, including without limitation voting all of Company his, her or its Shares in favor binding written commitment to exercise this Minority Right of any matter that could reasonably be expected to facilitate the Approved Sale; First Refusal and if the Approved Sale is structured as a sale specifying all of the stock of the Company, each Constituent Stockholder agrees that it shall sell its Shares on the terms and conditions approved by the Approving Stockholders and the Board and (v) to cooperate with and execute and deliver such other documents as may be reasonably requested in connection with the transactions contemplated by the Approved Sale, including, without limitation, documents containing representations and warranties as to title, power and authority, such other representations, warranties and covenants as are approved by the Approving Stockholders and returning any written consent related to the Approved Sale in a prompt manner. Notwithstanding the foregoing, a Constituent Stockholder will only be required to take the actions set forth above in connection with an Approved Sale if (A) the terms of an Approved Sale do not provide that such Constituent Stockholder would receive less than purchase, together with evidence reasonably satisfactory to the amount that would Company of the financial capability to consummate such exercise (the “Notice of Exercise”), then all Investors shall be distributed released from their obligation to such Constituent Stockholder participate in the event Compelled Sale, provided, however, that if the proceeds exercise of the sale Minority Right of First Refusal described in the Company were distributed Notice of Exercise does not occur in accordance with the Company’s Certificate terms specified therein, then all Investors shall again be subject to the obligation to participate in the Compelled Sale. If more than one Investor delivers Notice of IncorporationExercise, as amended and in effect at required by this Section, then such time; (B) all indemnification, escrow and other liabilities are allocated on a pro rata basis; (C) such Constituent Stockholder is not required Investors’ rights to make representations and warranties or covenants regarding purchase the shares of Bank Stock the Company or any other stockholder desires to sell shall be allocated among such Investors, pro-rata based on their ownership of the CompanyBank Stock prior to such transaction. Article 4 Representations, (D) such Constituent Stockholder is not required to assume liability that exceeds the proceeds received by such Constituent Stockholder in the Approved Sale (other than for fraud or willful misrepresentation by such Constituent Stockholder) and (E) such Constituent Stockholder is not required to agree to a non-competition or non-solicitation covenant in connection with the Approved Sale.Warranties And Covenants Section

Right to Compel Sale. If Holders holding at least sixty (a) Subject to subsection (h) below, and so long as the Minimum Xxxxxxxx Ownership equals or exceeds ninety percent (6090%) of or the then outstanding shares of Common Stock issued Minimum Whitney Ownership equals or issuable upon conversion of exceeds twenty-five percent (25%), as the Preferred Stock case may be, if either (collectively the i) Xxxxxxxx and/or his Permitted Transferees or (ii) Whitney and/or its Permitted Transferees (a “Approving StockholdersCompelled Sale Transferor”) and the Board, including wish to cause a majority Sale of the Preferred Stock Directors, approve an Acquisition Business Transaction with any Person other than to a Permitted Transferee of such Persons (the “Approved SaleCompelled Sale Purchaser”), then each and every one of the Major Common Holders other Parties (the “Other Parties”) shall be obligated, upon the written request of the Compelled Sale Transferor, to join and Holdersfully cooperate in such Sale of Business Transaction (a “Compelled Sale”), all as more fully set forth in this Section 2.5. The Compelled Sale Transferor shall evidence its intent to initiate a Compelled Sale by delivering notice of such effect to the Other Parties (an “Initiating Notice”). (b) From and after the delivery of an Initiating Notice, the party delivering such Initiating Notice under this Section 2.5 may retain, or cause Holdings to retain, the services of a nationally recognized investment bank (the “Investment Bank”) to conduct such Compelled Sale and a nationally recognized law firm to advise on such sale, in each case at the expense of the Company. Such Investment Bank will establish procedures reasonably acceptable to the Compelled Sale Transferor and Holdings to effect an orderly sale of Holdings with the objective of achieving the highest practicable value for the stockholders of Holdings within a reasonable period of time. Each Party and Holdings will cooperate with the Investment Bank in accordance with such procedures, and agrees to use its reasonable best efforts to reach agreement on the optimum structure and the terms and conditions for the Compelled Sale (including whether such sale will be by merger or sale of assets or capital stock or otherwise). (c) The Compelled Sale Transferor shall notify the Other Parties in writing of a Compelled Sale (a “Compelled Sale Notice”), as soon as practicable after the definitive terms of such transaction are known. Such Compelled Sale Notice shall set forth all of the material terms and conditions of the Compelled Sale, including, without limitation, the proposed amount and nature of consideration and all other material terms and conditions, including the Approving Stockholders proposed closing date of the Compelled Sale and all applicable representations, indemnities and other contract provisions. The Other Parties (and each of them) shall execute and deliver to Holdings within (10) business days after delivery to such Other Parties for such execution, all documents, other than the “Constituent Stockholders”)Compelled Sale Shares, agreesrequired to be executed by each such Other Party in order to consummate such Compelled Sale, all subject to the final sentence of this Section 7.1, to following: (i) be presentUnless otherwise agreed upon by the Other Parties, in person or by proxy, if the Sale of Business Transaction is structured as a holder sale of Sharescapital stock, at all meetings for the vote of any terms and conditions applicable to the sale of the above matters (and can capital stock of Holdings owned by the Other Parties shall be counted for substantially the purposes of determining a quorum at such meetings) and vote all of their Shares in favor same to those applicable to the sale of the Approved capital stock by the Compelled Sale Transferor, including, without limitation, the amount and in opposition nature of any proposals that could reasonably be expected consideration and subject to delay or impair the consummation same representations, indemnities and the like required of the Approved Sale, Compelled Sale Transferor. (ii) Upon a Sale of Business Transaction, each party that owns Preferred Stock will receive consideration in an amount per share of Preferred Stock equal to the Liquidation Amount of such share as set forth in Holdings Certificate of Incorporation. For the avoidance of doubt, if the total consideration payable in respect of any such Sale of Business Transaction is not sufficient to pay the aggregate Liquidation Amount of each share of Preferred Stock then outstanding to the holders thereof, then such holders will share all of such consideration in accordance with Section B(3) of Article Fourth of the Holdings Certificate of Incorporation and the holders of Common Stock will not be entitled to receive any consideration in respect of such Sale of the Business. (iii) Notwithstanding the foregoing, no Other Party shall be required to provide for indemnification to the Compelled Sale Purchaser (A) other than on a several (and not joint and several) basis and (B) in excess of the proceeds actually received by such Other Party. The Compelled Sale Transferor and each of the Other Parties shall bear their own costs and expenses related to the Compelled Sale. (iv) Unless the Compelled Sale Purchaser shall agree to the contrary, prior to any Transfer to the Compelled Sale Purchaser, the Other Parties shall exercise, convert or exchange such number of their Derivative Securities as may be necessary so that only shares of Common Stock are Transferred. (d) The Other Parties shall (i) vote for, consent to and raise no objections to the Approved against any Compelled Sale or the process pursuant to which this Section 2.5, and (ii) enter into such definitive agreements as are consistent with subsection (c) above. If the Approved Sale was arranged, (iii) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to the Approved Sale, (iv) take all actions required in connection with the Approved Sale, including without limitation voting all of his, her or its Shares in favor of any matter that could reasonably be expected to facilitate the Approved Sale; and if the Approved Compelled Sale is structured as a sale of the issued capital stock, (A) each Other Party shall agree to sell all of such Other Party’s capital stock of the Company, each Constituent Stockholder agrees that it shall sell its Shares Holdings on the terms and conditions approved by of the Approving Stockholders and the Board Compelled Sale and (vB) at the closing of such Compelled Sale each Other Party will transfer to cooperate the Compelled Sale Purchaser all shares of capital stock owned by it, with full title guarantee free and clear of all liens and encumbrances, together with duly executed written instruments of transfer with respect thereto, in form and substance reasonably satisfactory to the Compelled Transferor. If the Compelled Sale is structured as a sale of assets, the Other Parties agree to cause Holdings to execute and deliver or cause to be executed and delivered all documents, certificates, agreements and other writings and to take, or cause to be taken, all such actions as may be necessary or desirable to vest in the Compelled Sale Purchaser good and marketable title to such assets. If the sale of Holdings is structured as a merger or consolidation, each Other Party shall waive any dissenters’ rights, appraisal rights or similar rights in conjunction with such merger or consolidation. (e) The Compelled Sale Transferor shall have the right at any time within one hundred twenty (120) days following the execution of all required documents pursuant to Subsection (d) above to consummate the Compelled Sale on the terms set forth in such documents. The closing of the Compelled Sale shall take place not less than five (5) business days’ prior notice, setting forth the date and location of such closing. (f) At the closing of the Compelled Sale, if the Compelled Sale is structured as a sale of issued capital stock or as a merger or consolidation, the Compelled Sale Purchaser shall cause all amounts payable to the Other Parties to be delivered directly to them (including, as to the cash portion of the consideration, to accounts designated by each of the Other Parties). (g) If any Compelled Sale Offer is withdrawn or terminated for any reason prior to consummation (including by the failure of the Compelled Sale Transferor to consummate the Compelled Sale within the one hundred twenty (120) day period set forth in Section 2.5(e)), Holdings shall, without prejudice to any of the Compelled Sale Transferor’s rights hereunder to deliver a subsequent Compelled Sale Notice, return to each of the Other Parties all documentation which he had previously received from such Other Parties in connection with such Compelled Sale Offer. (h) Notwithstanding anything contained herein to the contrary, (i) Xxxxxxxx and his Permitted Transferees shall have no rights under this Section 2.5 in respect of Whitney Securities and the holders of Whitney Securities shall have no obligations under this Section 2.5, with respect to any proposed Compelled Sale by Xxxxxxxx and/or his Permitted Transferees that is to be consummated on or before thirty (30) months following the date hereof, unless the Whitney IRR measured as of, and after giving effect to, the closing of the Compelled Sale is equal to or greater than 25%; provided, however, that the limitation set forth in this subparagraph (i) shall not apply from and after such time that Whitney transfers any Whitney Securities to a Person other documents than a Permitted Transferee, (ii) (A) Whitney and its Permitted Transferees shall have no rights under this Section 2.5 in respect of Xxxxxxxx Securities and the holders of Xxxxxxxx Securities shall have no obligations under this Section 2.5, as to any Compelled Sale that is initiated by Whitney and its Permitted Transferees pursuant to an Initiating Notice that is delivered before January 1, 2007, and (B) Whitney and its Permitted Transferees shall have no rights under this Section 2.5 in respect of Xxxxxxxx Securities and the holders of Xxxxxxxx Securities shall have no obligations under this Section 2.5, unless Whitney and/or its Permitted Transferees shall have (x) first provided Xxxxxxxx with notice (a “Negotiation Notice”) of its intent to cause a Compelled Sale and (y) for a period of thirty (30) days following delivery of the Negotiation Notice, negotiated exclusively with Xxxxxxxx regarding the purchase of the Whitney Securities by Xxxxxxxx or his designee (for a purchase price reflective of the value of such securities in connection with a Compelled Sale), and (iii) neither Xxxxxxxx and his Permitted Transferees or Whitney and its Permitted Transferees shall have any rights to initiate a Compelled Sale process hereunder for a period of one hundred twenty (120) days following such time that the other shall have delivered an Initiating Notice; provided, that (x) such period shall be extended for so long as may be reasonably requested in connection with the transactions contemplated by the Approved SaleInvestment Bank retained at the request of the Compelled Sale Transferor in order to pursue the Sale of Business Transaction, including, without limitation, documents containing representations and warranties as (y) in order to title, power and authority, such other representations, warranties and covenants as are approved by the Approving Stockholders and returning any written consent related give effect to the Approved rights of Whitney and its Permitted Transferees to initiate a Compelled Sale in process on January 1, 2007, Xxxxxxxx and his Permitted Transferees may not initiate a prompt manner. Notwithstanding the foregoingCompelled Sale process between September 1, a Constituent Stockholder will only be required to take the actions set forth above in connection with an Approved Sale if (A) the terms of an Approved Sale do not provide that such Constituent Stockholder would receive less than the amount that would be distributed to such Constituent Stockholder in the event the proceeds of the sale of the Company were distributed in accordance with the Company’s Certificate of Incorporation2006 and December 31, as amended and in effect at such time; (B) all indemnification, escrow and other liabilities are allocated on a pro rata basis; (C) such Constituent Stockholder is not required to make representations and warranties or covenants regarding the Company or any other stockholder of the Company, (D) such Constituent Stockholder is not required to assume liability that exceeds the proceeds received by such Constituent Stockholder in the Approved Sale (other than for fraud or willful misrepresentation by such Constituent Stockholder) and (E) such Constituent Stockholder is not required to agree to a non-competition or non-solicitation covenant in connection with the Approved Sale2006.

Right to Compel Sale. If Holders holding the Undersigned and their respective Affiliates propose to make a Transfer of 100% of their remaining Purchaser Common Stock at any time when the aggregate amount of Purchaser Common Stock proposed to be Transferred to a Person that is neither an Affiliate of the Undersigned, in a transaction (including Vested Stock owned by Participating Stockholders) which constitutes at least sixty percent (60%) 50% of the then Purchaser's outstanding shares of Common Stock issued Stock, whether by direct sale, merger, consolidation or issuable upon conversion of the Preferred Stock like combination (collectively the “Approving Stockholders”) and the Boardany such Transfer, including a majority of the Preferred Stock Directors, approve an Acquisition (the “Approved "Compelled Sale”"), then each and every one the Undersigned shall have the right, exercisable as set forth below, to require all of the Major Common Holders and Holders, including Participating Stockholders Vested Stock then owned by such Participating Stockholders to be Transferred in such Compelled Sale the Approving Stockholders proposed transferee (the “Constituent Stockholders”), agrees, subject "Acquiror") for the same consideration per share as is being paid to the final sentence Undersigned, and otherwise on the same terms as are applicable to the Undersigned. In connection with any such Compelled Sale, it is expressly understood and agreed that: (a) all of this Section 7.1, the Purchaser's Shares and Performance Shares shall become Vested Stock under the terms of the Purchase Agreement; (b) the Participating Stockholders shall not be required to make any representations or warranties except those relating to (i) be present, in person or by proxy, as a holder of Shares, at all meetings for the vote of any their own due organization and execution and delivery of the above matters (and can be counted for the purposes of determining a quorum at such meetings) and vote all of their Shares in favor of the Approved Sale and in opposition of any proposals that could reasonably be expected to delay or impair the consummation of the Approved Salerelevant agreement, (ii) raise no objections the enforceability of the relevant agreement against them and absence of conflicts with agreements and laws applicable to the Approved Sale or the process pursuant to which the Approved Sale was arranged, them and (iii) refrain from exercising their ownership of Vested Stock being sold by them, (c) the Participating Stockholders shall not be required to provide any dissenters’ rights post-closing indemnities except as provided in clause (c) below, and (d) in the event that a portion of the purchase price is placed in escrow to support (i) purchase price adjustment obligations, (ii) post-closing indemnification for breaches of representations or rights of appraisal under applicable law at any time with respect warranties relating to the Approved Sale, Purchaser and its subsidiaries and/or (iviii) take all actions required in connection with the Approved Sale, including without limitation voting all of his, her or its Shares in favor of any matter that could reasonably be expected to facilitate the Approved Sale; and if the Approved Sale is structured as a sale post-closing indemnification for liabilities of the stock Purchaser and its subsidiaries, the Participating Stockholders will have a pro rata portion of the Company, each Constituent Stockholder agrees that it shall sell its Shares on the their purchase price placed in such escrow to be utilized to pay any such indemnification obligations. The terms and conditions approved other than the consideration to be received by the Approving Participating Stockholders for Vested Stock sold in a Compelled Sale shall be as set forth in the applicable purchase agreement between the Undersigned or the Purchaser and the Board and (v) to cooperate Acquiror. Please confirm your agreement with and execute and deliver such other documents as may be reasonably requested in connection with the transactions contemplated by the Approved Sale, including, without limitation, documents containing representations and warranties as to title, power and authority, such other representations, warranties and covenants as are approved by the Approving Stockholders and returning any written consent related to the Approved Sale in a prompt manner. Notwithstanding the foregoing, a Constituent Stockholder will only be required to take the actions set forth above in connection with an Approved Sale if (A) the terms of an Approved Sale do not provide that such Constituent Stockholder would receive less than the amount that would be distributed to such Constituent Stockholder by executing this agreement in the event space provided below. Very truly yours, EXHIBIT B REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of January ___, 2002, by and among Commercial Consolidators Corp., a company incorporated under the proceeds laws of Alberta, Canada, with headquarters located at 0000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx, X0X 0X0 Xxxxxx (the sale of "Corporation"); Xxxxxx Xxxxxxxx ("Xxxxxx Xxxxxxxx"), an individual residing at 0000 Xxxxxxxxx Xxxx, Xxx Xxx, XX 00000; Xxxxx Xxxxxxxx ("Xxxxx Xxxxxxxx"), an individual residing at 0000 Xxxxxxx Xxx, Beverly Hills, CA 90210; Xxxx Xxxxxxxx ("Xxxx Xxxxxxxx"), an individual residing at 000 Xxxxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000; Xxxxx Xxxxxxx ("Xxxxx Xxxxxxx"), an individual residing at 000 Xxxxxxx Xxxxxx, Xxx Xxx XX 00000; Xxxx Xxxxxxx ("Xxxx Xxxxxxx"), an individual residing at 00000 Xxxxxx Xxxxxx, Xx. 000, Xxx Xxxxxxx, XX 00000; the Company were distributed in accordance with individuals and entities identified on Appendix 1 attached hereto (the Company’s Certificate of Incorporation"Other Stockholders"). Xxxxxx Xxxxxxxx, Xxxxx Xxxxxxxx, Xxxx Xxxxxxxx, Xxxxx Xxxxxxx, Xxxx Xxxxxxx and the Other Stockholders are individually hereinafter sometimes referred to as amended the "Stockholder" and in effect at such time; (B) all indemnification, escrow and other liabilities are allocated on a pro rata basis; (C) such Constituent Stockholder is not required to make representations and warranties or covenants regarding collectively as the Company or any other stockholder of the Company, (D) such Constituent Stockholder is not required to assume liability that exceeds the proceeds received by such Constituent Stockholder in the Approved Sale (other than for fraud or willful misrepresentation by such Constituent Stockholder) and (E) such Constituent Stockholder is not required to agree to a non-competition or non-solicitation covenant in connection with the Approved Sale"Stockholders."