Common use of Rights to Participate in Transfer Clause in Contracts

Rights to Participate in Transfer. (a) If CSH Shareholders (the "Selling Person") propose to, directly or indirectly, transfer (other than transfers of Shares (i) in a Public Offering, (ii) to any Permitted Transferee of any of the CSH Shareholders or (iii) up to 3% in the aggregate of the securities of such class outstanding on the date of the first transfer of any Shares by any of the CSH Shareholders (such percentage, the "Free Percentage")) shares of Common Stock (a "Tag-Along Sale"), the Xxxxxxxxxxx Shareholders and/or the Xxxxx Shareholders and/or the Xxxxxxxx Shareholders may, at their option, elect to exercise their rights under this Section 4.01 (each such Shareholder, a "Tagging Person"). In the event of such a proposed transfer, the Selling Person shall provide each Xxxxxxxxxxx Shareholder, each Xxxxx Shareholder and each Xxxxxxxx Shareholder written notice of the material terms and conditions of such proposed transfer ("Tag-Along Notice") and offer each Tagging Person the opportunity to participate in such sale. The Tag-Along Notice shall identify the number of shares of Common Stock subject to the offer ("Tag-Along Offer"), the consideration for which the transfer is proposed to be made and all other material terms and conditions of the Tag-Along Offer. Each Tagging Person shall have the right (a "Tag-Along Right"), exercisable by irrevocable written notice (a "Section 4.01 Response Notice") given within 10 Business Days from receipt of the Tag-Along Notice (the "Tag-Along Notice Period") to participate in such Tag-Along Sale on the same terms and conditions as set forth in the Tag-Along Notice and to sell all or any portion of its Tag-Along Portion. If the Tagging Persons exercise their Tag-Along Rights hereunder, each Tagging Person shall deliver at least two business days prior to the date scheduled for the closing of the Tag-Along Sale to the Selling Person for delivery to the prospective transferee one or more certificates, in a proper form for transfer, representing the Shares of such Tagging Person to be included in the Tag-Along Sale. Such certificate or certificates that a Tagging Person delivers to the Selling Person shall be delivered on the date scheduled for the closing of the Tag-Along Sale to such transferee in consummation of the Tag-Along Sale. Notwithstanding anything to the contrary contained in this Section 4.01, except for the Selling Person's obligation to return to each Tagging Person any certificates representing the Tagging Person's Shares there shall be no liability on the part of the Selling Person to any Shareholder in the event that the proposed Tag-Along Sale is not consummated for whatever reason. Whether a Tag-Along Sale is effected pursuant to this Section 4.01 by the Selling Person is in the sole and absolute discretion of the Selling Person. (b) Concurrently with the consummation of the Tag-Along Sale, the Selling Person shall notify the Tagging Persons thereof, shall remit to the Tagging Persons the total consideration (by bank or certified check) for the Shares of the Tagging Persons transferred pursuant thereto, and shall, promptly after the consummation of such Tag-Along Sale, furnish such other evidence of the completion and time of completion of such transfer and the terms thereof as may be reasonably requested by the Tagging Persons. (c) If at the termination of the Tag-Along Notice Period any Tagging Person shall not have elected to participate in the Tag-Along Sale, such Tagging Person will be deemed to have waived its rights under Section 4.01(a) with respect to the transfer of its securities pursuant to such Tag-Along Sale. (d) If any Tagging Person declines to exercise its Tag-Along Rights or elects to exercise its Tag-Along Rights with respect to less than such Tagging Person's Tag-Along Portion, the CSH Shareholders shall be entitled to transfer, pursuant to the Tag-Along Offer, a number of Shares held by the CSH Shareholders equal to the number of Shares constituting the portion of such Tagging Person's Tag-Along Portion with respect to which Tag-Along Rights were not exercised. (e) The CSH Shareholders and any Tagging Person who exercises the Tag-Along Rights pursuant to this Section 4.01 may consummate the Tag-Along Sale on substantially the same terms and conditions set forth in the Tag-Along Notice (provided, however, that the price payable in any such sale may exceed the price specified in the Tag-Along Notice by up to 5%) within 120 days of the date on which Tag-Along Rights shall have been waived, exercised or expire. (f) The exercise or the non-exercise of the rights of the Tagging Persons to participate in one or more Tag-Along Sales shall not adversely affect their rights to participate in subsequent Tag-Along Sales subject to this Section 4.01. (g) The sale of the Selling Person's Shares in any Tag-Along Sale shall be effected on the same terms and conditions as the sale of any Tagging Person's Shares and no Selling Person shall receive any form of special consideration or control premium in addition to the price payable for the sold Shares. (h) The right of the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders and the Xxxxxxxx Shareholders to participate in a Tag-Along Sale shall terminate at such time as the aggregate number of Shares held by the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders or the Xxxxxxxx Shareholders, as the case may be, is less than 50% of their aggregate Initial Ownership of Common Stock.

Rights to Participate in Transfer. (a) If CSH Shareholders (the "Selling Person") If, after compliance with Section 12.2, any Members propose to, directly or indirectly, transfer (other than transfers of Shares (i) to Transfer Equity Units held by such Members to a Third Party in a Public Offering, bona fide sale representing at least fifty percent (ii50%) to any Permitted Transferee of any of the CSH Shareholders or (iii) up to 3% in the aggregate of the securities of such class outstanding on the date of the first transfer of any Shares Equity Units held by any of the CSH Shareholders (such percentage, the "Free Percentage")) shares of Common Stock all Members (a "“Tag-Along Sale"”), the Xxxxxxxxxxx Shareholders and/or the Xxxxx Shareholders and/or the Xxxxxxxx Shareholders may, then each Member may elect at their its option, elect to exercise their rights under transfer its Tag-Along Portion in the manner provided in this Section 4.01 (each such Shareholder, a "Tagging Person")12.4. In the event of such a proposed transferTransfer, the Selling Person prospective selling Members shall provide each Xxxxxxxxxxx Shareholder, each Xxxxx Shareholder and each Xxxxxxxx Shareholder other Member written notice of the material terms and conditions of such proposed transfer ("“Tag-Along Notice"”) and offer each Tagging Person other Member the opportunity to participate in such sale. The Tag-Along Notice shall identify the number of shares of Common Stock Equity Units subject to the offer ("the “Tag-Along Offer"”), and the Tag-Along Portion of such other Member assuming that all other Members exercise their Tag-Along Rights, the consideration for at which the transfer Transfer is proposed to be made and all other material terms and conditions including copies of definitive agreements of the Tag-Along Offer. Each Tagging Person , including the form of the proposed agreement, if any. (b) From the date of the receipt of the Tag-Along Notice, each other Member shall have the right (a "“Tag-Along Right"”), exercisable by irrevocable written notice (a "Section 4.01 “Tag-Along Response Notice"”) given to the prospective selling Members within 10 ten (10) Business Days from of its receipt of the Tag-Along Notice (the "“Tag-Along Notice Period"”), to request that the prospective selling Members include in the proposed Transfer the number of Equity Units held by such other Member (each such other Member a “Tagging Person”) not to participate exceed such other Member’s Tag-Along Portion as is specified in such Tag-Along Sale on the same terms and conditions as set forth Response Notice. Each Tagging Person may include in the Tag-Along Notice and to sell Sale all or any portion of such Tagging Person’s Tag-Along Portion of Equity Units. Delivery of the Tag-Along Response Notice shall constitute an irrevocable acceptance of the Tag-Along Offer by such Tagging Persons. Each Tag-Along Response Notice shall include wire transfer instructions for payment or delivery of the consideration for the Equity Units to be sold in such Tag-Along Sale. Each Tagging Person that exercises its Tag-Along Portion. If the Tagging Persons exercise their Tag-Along Rights hereunder, each Tagging Person hereunder shall deliver at least two business days to the Company, no later than three (3) Business Days prior to the date scheduled for the closing of the Tag-Along Sale to the Selling Person for delivery to the prospective transferee one or more certificates, in a proper form for transfer, representing the Shares of such Tagging Person to be included in the Tag-Along Sale. Such certificate or certificates that a Tagging Person delivers to the Selling Person shall be delivered on the date scheduled for the closing of the Tag-Along Sale to such transferee in consummation of the Tag-Along Sale. Notwithstanding anything to the contrary contained in this Section 4.01, except for the Selling Person's obligation to return to each Tagging Person any certificates representing the Tagging Person's Shares there shall be no liability on the part of the Selling Person to any Shareholder in the event that the proposed Tag-Along Sale is not consummated for whatever reason. Whether a Tag-Along Sale is effected pursuant to this Section 4.01 by the Selling Person is in the sole and absolute discretion of the Selling Person. (b) Concurrently with the consummation of the Tag-Along Sale, the Selling Person shall notify the Tagging Persons thereof, shall remit to the Tagging Persons the total consideration (by bank or certified check) for the Shares such documents and instruments of the Tagging Persons transferred pursuant thereto, and shall, promptly after the consummation of such Tag-Along Sale, furnish such other evidence of the completion and time of completion of such transfer and the terms thereof conveyance as may be reasonably requested by the Tagging Personsnecessary or appropriate to effectuate such Transfer. (c) If at the termination of the Tag-Along Notice Period any Tagging Person shall not have elected to participate in the Tag-Along Sale, such Tagging Person will be deemed to have waived its rights under Section 4.01(a) with respect to the transfer of its securities pursuant to such Tag-Along Sale. (d) If any Tagging Person declines to exercise its Tag-Along Rights or elects to exercise its Tag-Along Rights with respect to less than such Tagging Person's Tag-Along Portion, the CSH Shareholders shall be entitled to transfer, pursuant to the Tag-Along Offer, a number of Shares held by the CSH Shareholders equal to the number of Shares constituting the portion of such Tagging Person's Tag-Along Portion with respect to which Tag-Along Rights were not exercised. (e) The CSH Shareholders and any Tagging Person who exercises the Tag-Along Rights pursuant to this Section 4.01 may consummate the Tag-Along Sale on substantially the same terms and conditions set forth in the Tag-Along Notice (provided, however, that the price payable in any such sale may exceed the price specified in the Tag-Along Notice by up to 5%) within 120 days of the date on which Tag-Along Rights shall have been waived, exercised or expire. (f) The exercise or the non-exercise of the rights of the Tagging Persons to participate in one or more Tag-Along Sales shall not adversely affect their rights to participate in subsequent Tag-Along Sales subject to this Section 4.01. (g) The sale of the Selling Person's Shares in any Tag-Along Sale shall be effected on the same terms and conditions as the sale of any Tagging Person's Shares and no Selling Person shall receive any form of special consideration or control premium in addition to the price payable for the sold Shares. (h) The right of the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders and the Xxxxxxxx Shareholders to participate in a Tag-Along Sale shall terminate at such time as the aggregate number of Shares held by the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders or the Xxxxxxxx Shareholders, as the case may be, is less than 50% of their aggregate Initial Ownership of Common Stock.

Rights to Participate in Transfer. (a) If CSH Shareholders (the "Selling Person") propose toSubject to Sections 3.03, directly 3.04, 3.05, 3.06 and 4.01(h), if any Shareholder or indirectly, transfer (other than transfers group of Shares (i) in a Public Offering, (ii) to any Permitted Transferee of any of the CSH Shareholders or (iii) up to 3% in the aggregate of the securities of such class outstanding on the date of the first transfer of any Shares by any of the CSH Shareholders (such percentageShareholder or group of Shareholders, the "Free PercentageTAG-ALONG SELLER")) shares proposes to Transfer any number of Common Stock Shares (a "TagTAG-Along SaleALONG SALE"), the Xxxxxxxxxxx Shareholders and/or other than the Xxxxx Shareholders and/or the Xxxxxxxx Shareholders mayTag-Along Seller (each, an "ELIGIBLE SHAREHOLDER") may elect, at their option, elect to exercise their rights under this Section 4.01 (each such Shareholder, a "Tagging PersonTAGGING PERSON"). In the event of such a proposed transferTransfer, the Selling Person Tag-Along Seller shall provide each Xxxxxxxxxxx Shareholder, each Xxxxx Shareholder and each Xxxxxxxx Eligible Shareholder written notice of the material terms and conditions of such proposed transfer ("TagTAG-Along NoticeALONG NOTICE") and offer each Tagging Person the opportunity to participate in such sale. The Tag-Along Notice shall identify the number of shares of Common Stock Shares subject to the offer ("TagTAG-Along OfferALONG OFFER"), the consideration for cash price at which the transfer Transfer is proposed to be made made, and all other material terms and conditions of the Tag-Along Offer, including the form of the proposed agreement, if any. Each From the date of the receipt of the Tag-Along Notice, each Tagging Person shall have the right (a "TagTAG-Along RightALONG RIGHT"), exercisable by irrevocable written notice (a "Section 4.01 Response NoticeTAG-ALONG RESPONSE NOTICE") given to the Tag-Along Seller within 10 seven Business Days from after its receipt of the Tag-Along Notice (the "TAG-ALONG NOTICE PERIOD"), to request that the Tag-Along Notice Period") to participate Seller include in the proposed Transfer the number of Common Shares held by such Tagging Person as is specified in such notice, provided that, if the aggregate number of Common Shares proposed to be sold by the Tag-Along Seller and all Tagging Persons in such transaction exceeds the number of Common Shares that can be sold on the terms and conditions set forth in the Tag-Along Notice, then (i) each Tagging Person shall be entitled to include in the Tag-Along Sale on only its Tag-Along Portion of Common Shares and (ii) the same terms and conditions Tag-Along Seller shall be entitled to include the number of Common Shares proposed to be Transferred by the Tag-Along Seller as set forth in the Tag-Along Notice and (reduced, to sell all or any portion of the extent necessary, so that each Tagging Person shall be able to include its Tag-Along Portion) and such additional Common Shares as permitted by Section 4.01(d). If the Each Tagging Persons exercise their Person that exercises its Tag-Along Rights hereunder, each Tagging Person hereunder shall deliver at least two business days prior to the date scheduled for the closing of the Tag-Along Sale to Seller, together with its Tag-Along Response Notice, the Selling Person for delivery to the prospective transferee one certificate or more certificates, in a proper form for transfer, certificates representing the Common Shares of such Tagging Person to be included in the Transfer, together with a limited power-of-attorney authorizing the Tag-Along Seller to Transfer such Common Shares on the terms set forth in the Tag-Along Notice. Delivery of such certificate or certificates representing the Common Shares to be Transferred and the limited power-of-attorney authorizing the Tag-Along Seller to Transfer such Common Shares shall constitute an irrevocable acceptance of the Tag-Along Offer by such Tagging Persons. Each Tag-Along Response Notice shall include wire transfer instructions for payment of the purchase price for the Common Shares to be sold in such Tag-Along Sale. Such certificate The Tagging Persons shall (a) be required (i) to bear their proportionate share of any escrows, holdbacks or certificates that a Tagging Person delivers adjustments in purchase price and any transaction expenses and (ii) to make such representations, warranties and covenants and enter into such agreements as are customary for transactions of the Selling Person shall be delivered on the date scheduled for the closing nature of the Tag-Along Sale Offer, in each case under the terms of any definitive agreement(s) relating to such transferee Tag-Along Offer and (b) benefit from all of the same provisions of the definitive agreements as the Tag-Along Seller, it being understood that any liability of any Tagging Person for indemnification or similar post-closing obligations shall not exceed the consideration such Tagging Person receives in consummation the Tag-Along Sale and shall not exceed a proportional share of any such liability based on such Tagging Person's share of the aggregate consideration in the Tag-Along Sale. Notwithstanding anything to If, at the contrary contained in this Section 4.01, except for the Selling Person's obligation to return to each Tagging Person any certificates representing the Tagging Person's Shares there end of a 90-day period after such delivery (which 90-day period shall be no liability on the part extended if any of the Selling Person to any Shareholder in transactions contemplated by the event that the proposed Tag-Along Sale is not consummated for whatever reason. Whether a Tag-Along Sale is effected pursuant Offer are subject to this Section 4.01 by regulatory approval until the Selling Person is expiration of five Business Days after all such approvals have been received, but in the sole and absolute discretion of the Selling Person. (b) Concurrently with the consummation no event later than 180 days following receipt of the Tag-Along Sale, the Selling Person shall notify the Tagging Persons thereof, shall remit to the Tagging Persons the total consideration (Response Notice by bank or certified check) for the Shares of the Tagging Persons transferred pursuant thereto, and shall, promptly after the consummation of such Tag-Along Sale, furnish such other evidence of the completion and time of completion of such transfer and the terms thereof as may be reasonably requested by the Tagging Persons. (c) If at the termination of the Tag-Along Notice Period any Tagging Person shall not have elected to participate in Seller), the Tag-Along Sale, Seller has not completed the Transfer of all such Tagging Person will be deemed to have waived its rights under Section 4.01(a) with respect to the transfer of its securities pursuant to such Tag-Along Sale. (d) If any Tagging Person declines to exercise its Tag-Along Rights or elects to exercise its Tag-Along Rights with respect to less than such Tagging Person's Tag-Along Portion, the CSH Shareholders shall be entitled to transfer, pursuant to the Tag-Along Offer, a number of Common Shares held by the CSH Shareholders equal to the number of Shares constituting the portion of such Tagging Person's Tag-Along Portion with respect to which Tag-Along Rights were not exercised. (e) The CSH Shareholders and any Tagging Person who exercises the Tag-Along Rights pursuant to this Section 4.01 may consummate the Tag-Along Sale on substantially the same terms and conditions set forth in the Tag-Along Notice (providedNotice, however, that the price payable in any such sale may exceed the price specified in the Tag-Along Notice by up Seller shall (i) return to 5%each Tagging Person the limited power-of-attorney (and all copies thereof) within 120 days of together with all certificates representing the date on which Tag-Along Rights shall have been waived, exercised or expire. (f) The exercise or the non-exercise of the rights of the Common Shares that such Tagging Persons to participate in one or more Tag-Along Sales shall not adversely affect their rights to participate in subsequent Tag-Along Sales subject Person delivered for Transfer pursuant to this Section 4.01. 4.01(a) and (gii) The sale of the Selling Person's Shares in not conduct any Tag-Along Sale shall be effected on the same terms and conditions as the sale of any Tagging Person's Shares and no Selling Person shall receive any form of special consideration or control premium in addition to the price payable for the sold Shares. (h) The right of the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders and the Xxxxxxxx Shareholders to participate in a Tag-Along Sale shall terminate at such time as the aggregate number of Shares held by the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders or the Xxxxxxxx Shareholders, as the case may be, is less than 50% of their aggregate Initial Ownership Transfer of Common StockShares without again complying with this Section.

Rights to Participate in Transfer. (a) If CSH Shareholders (the "Selling Person") propose toSubject to Sections 3.03, directly 3.04, 3.05, 3.06 and 4.01(h), if any Shareholder or indirectly, transfer (other than transfers group of Shares (i) in a Public Offering, (ii) to any Permitted Transferee of any of the CSH Shareholders or (iii) up to 3% in the aggregate of the securities of such class outstanding on the date of the first transfer of any Shares by any of the CSH Shareholders (such percentageShareholder or group of Shareholders, the "Free Percentage")“Tag-Along Seller”) shares proposes to Transfer any number of Common Stock Ordinary Shares (a "“Tag-Along Sale"”), the Xxxxxxxxxxx Shareholders and/or other than the Xxxxx Shareholders and/or the Xxxxxxxx Shareholders mayTag-Along Seller (each, an “Eligible Shareholder”) may elect, at their option, elect to exercise their rights under this Section 4.01 (each such Shareholder, a "“Tagging Person"”). In the event of such a proposed transferTransfer, the Selling Person Tag-Along Seller shall provide each Xxxxxxxxxxx Shareholder, each Xxxxx Shareholder and each Xxxxxxxx Eligible Shareholder written notice of the material terms and conditions of such proposed transfer ("“Tag-Along Notice"”) and offer each Tagging Person the opportunity to participate in such sale. The Tag-Along Notice shall identify the number of shares of Common Stock Ordinary Shares subject to the offer ("“Tag-Along Offer"”), the consideration for cash price at which the transfer Transfer is proposed to be made made, and all other material terms and conditions of the Tag-Along Offer, including the form of the proposed agreement, if any. Each From the date of the receipt of the Tag-Along Notice, each Tagging Person shall have the right (a "“Tag-Along Right"”), exercisable by irrevocable written notice (a "Section 4.01 “Tag-Along Response Notice"”) given to the Tag-Along Seller within 10 seven Business Days from after its receipt of the Tag-Along Notice (the "Tag-Along Notice Period") ”), to participate request that the Tag-Along Seller include in the proposed Transfer the number of Ordinary Shares held by such Tagging Person as is specified in such notice, provided that, if the aggregate number of Ordinary Shares proposed to be sold by the Tag-Along Seller and all Tagging Persons in such transaction exceeds the number of Ordinary Shares that can be sold on the terms and conditions set forth in the Tag-Along Notice, then (i) each Tagging Person shall be entitled to include in the Tag-Along Sale on only its Tag-Along Portion of Ordinary Shares and (ii) the same terms and conditions Tag-Along Seller shall be entitled to include the number of Ordinary Shares proposed to be Transferred by the Tag-Along Seller as set forth in the Tag-Along Notice and (reduced, to sell all or any portion of the extent necessary, so that each Tagging Person shall be able to include its Tag-Along Portion) and such additional Ordinary Shares as permitted by Section 4.01(d). If the Each Tagging Persons exercise their Person that exercises its Tag-Along Rights hereunder, each Tagging Person hereunder shall deliver at least two business days prior to the date scheduled for the closing of the Tag-Along Sale to Seller, together with its Tag-Along Response Notice, the Selling Person for delivery to the prospective transferee one certificate or more certificates, in a proper form for transfer, certificates representing the Ordinary Shares of such Tagging Person to be included in the Transfer, together with a limited power-of-attorney authorizing the Tag-Along Seller to Transfer such Ordinary Shares on the terms set forth in the Tag-Along Notice. Delivery of such certificate or certificates representing the Ordinary Shares to be Transferred and the limited power-of-attorney authorizing the Tag-Along Seller to Transfer such Ordinary Shares shall constitute an irrevocable acceptance of the Tag-Along Offer by such Tagging Persons. Each Tag-Along Response Notice shall include wire transfer instructions for payment of the purchase price for the Ordinary Shares to be sold in such Tag-Along Sale. Such certificate The Tagging Persons shall (a) be required (i) to bear their proportionate share of any escrows, holdbacks or certificates that a Tagging Person delivers adjustments in purchase price and any transaction expenses and (ii) to make such representations, warranties and covenants and enter into such agreements as are customary for transactions of the Selling Person shall be delivered on the date scheduled for the closing nature of the Tag-Along Sale Offer, in each case under the terms of any definitive agreement(s) relating to such transferee Tag-Along Offer and (b) benefit from all of the same provisions of the definitive agreements as the Tag-Along Seller, it being understood that any liability of any Tagging Person for indemnification or similar post-closing obligations shall not exceed the consideration such Tagging Person receives in consummation the Tag-Along Sale and shall not exceed a proportional share of any such liability based on such Tagging Person’s share of the aggregate consideration in the Tag-Along Sale. Notwithstanding anything to If, at the contrary contained in this Section 4.01, except for the Selling Person's obligation to return to each Tagging Person any certificates representing the Tagging Person's Shares there end of a 90-day period after such delivery (which 90-day period shall be no liability on the part extended if any of the Selling Person to any Shareholder in transactions contemplated by the event that the proposed Tag-Along Sale is not consummated for whatever reason. Whether a Tag-Along Sale is effected pursuant Offer are subject to this Section 4.01 by regulatory approval until the Selling Person is expiration of five Business Days after all such approvals have been received, but in the sole and absolute discretion of the Selling Person. (b) Concurrently with the consummation no event later than 180 days following receipt of the Tag-Along Sale, the Selling Person shall notify the Tagging Persons thereof, shall remit to the Tagging Persons the total consideration (Response Notice by bank or certified check) for the Shares of the Tagging Persons transferred pursuant thereto, and shall, promptly after the consummation of such Tag-Along Sale, furnish such other evidence of the completion and time of completion of such transfer and the terms thereof as may be reasonably requested by the Tagging Persons. (c) If at the termination of the Tag-Along Notice Period any Tagging Person shall not have elected to participate in Seller), the Tag-Along Sale, Seller has not completed the Transfer of all such Tagging Person will be deemed to have waived its rights under Section 4.01(a) with respect to the transfer of its securities pursuant to such Tag-Along Sale. (d) If any Tagging Person declines to exercise its Tag-Along Rights or elects to exercise its Tag-Along Rights with respect to less than such Tagging Person's Tag-Along Portion, the CSH Shareholders shall be entitled to transfer, pursuant to the Tag-Along Offer, a number of Ordinary Shares held by the CSH Shareholders equal to the number of Shares constituting the portion of such Tagging Person's Tag-Along Portion with respect to which Tag-Along Rights were not exercised. (e) The CSH Shareholders and any Tagging Person who exercises the Tag-Along Rights pursuant to this Section 4.01 may consummate the Tag-Along Sale on substantially the same terms and conditions set forth in the Tag-Along Notice (providedNotice, however, that the price payable in any such sale may exceed the price specified in the Tag-Along Notice by up Seller shall (i) return to 5%each Tagging Person the limited power-of-attorney (and all copies thereof) within 120 days of together with all certificates representing the date on which Tag-Along Rights shall have been waived, exercised or expire. (f) The exercise or the non-exercise of the rights of the Ordinary Shares that such Tagging Persons to participate in one or more Tag-Along Sales shall not adversely affect their rights to participate in subsequent Tag-Along Sales subject Person delivered for Transfer pursuant to this Section 4.014.01(a) and (ii) not conduct any Transfer of Ordinary Shares without again complying with this Section. (g) The sale of the Selling Person's Shares in any Tag-Along Sale shall be effected on the same terms and conditions as the sale of any Tagging Person's Shares and no Selling Person shall receive any form of special consideration or control premium in addition to the price payable for the sold Shares. (h) The right of the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders and the Xxxxxxxx Shareholders to participate in a Tag-Along Sale shall terminate at such time as the aggregate number of Shares held by the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders or the Xxxxxxxx Shareholders, as the case may be, is less than 50% of their aggregate Initial Ownership of Common Stock.

Rights to Participate in Transfer. (a) If CSH Shareholders (the "Selling Person") propose to, directly or indirectly, transfer (other than transfers of Shares (i) in a Public Offering, (ii) to any Permitted Transferee of any of the CSH Shareholders or Shareholders, (iii) up to 3% in the aggregate of the securities of such class outstanding on the date of the first transfer of any Shares by any of the CSH Shareholders (such percentage, the "Free Percentage")) or (iv) that will indirectly result from a sale of all or substantially all of the capital stock or assets of CSH, CSI, Cable Systems Holding Company, Citicorp or any of its Subsidiaries) shares of Common Stock (a "Tag-Along Sale"), the Xxxxxxxxxxx Shareholders and/or the Xxxxx Shareholders and/or the Xxxxxxxx Shareholders and/or the LSH Shareholders may, at their option, elect to exercise their rights under this Section 4.01 (each such Shareholder, a "Tagging Person"). In the event of such a proposed transfer, the Selling Person shall provide each Xxxxxxxxxxx Shareholder, each Xxxxx Shareholder, each Xxxxxxxx Shareholder, each LSH Shareholder and each Xxxxxxxx Shareholder the Company written notice of the material terms and conditions of such proposed transfer ("Tag-Along Notice") and offer each Tagging Person the opportunity to participate in such sale. The Tag-Along Notice shall identify the number of shares of Common Stock subject to the offer ("Tag-Along Offer"), the consideration for which the transfer is proposed to be made and all other material terms and conditions of the Tag-Along Offer. Each Tagging Person shall have the right (a "Tag-Along Right"), exercisable by irrevocable written notice (a "Section 4.01 Response Notice") given within 10 Business Days from receipt of the Tag-Along Notice (the "Tag-Along Notice Period") to participate in such Tag-Along Sale on the same terms and conditions as set forth in the Tag-Along Notice and to sell all or any portion of its Tag-Along Portion. If the Tagging Persons exercise their Tag-Along Rights hereunder, each Tagging Person shall deliver at least two business days prior to the date scheduled for the closing of the Tag-Along Sale to the Selling Person for delivery to the prospective transferee one or more certificates, in a proper form for transfer, representing the Shares of such Tagging Person to be included in the Tag-Along Sale. Such certificate or certificates that a Tagging Person delivers to the Selling Person shall be delivered on the date scheduled for the closing of the Tag-Along Sale to such transferee in consummation of the Tag-Along Sale. Notwithstanding anything to the contrary contained in this Section 4.01, except for the Selling Person's obligation to return to each Tagging Person any certificates representing the Tagging Person's Shares there shall be no liability on the part of the Selling Person to any Shareholder in the event that the proposed Tag-Along Sale is not consummated for whatever reason. Whether a Tag-Along Sale is effected pursuant to this Section 4.01 by the Selling Person is in the sole and absolute discretion of the Selling Person. (b) Concurrently with the consummation of the Tag-Along Sale, the Selling Person shall notify the Tagging Persons thereof, shall remit to the Tagging Persons the total consideration (by bank or certified check) for the Shares of the Tagging Persons transferred pursuant thereto, and shall, promptly after the consummation of such Tag-Along Sale, furnish such other evidence of the completion and time of completion of such transfer and the terms thereof as may be reasonably requested by the Tagging Persons. (c) If at the termination of the Tag-Along Notice Period any Tagging Person shall not have elected to participate in the Tag-Along Sale, such Tagging Person will be deemed to have waived its rights under Section 4.01(a) with respect to the transfer of its securities pursuant to such Tag-Along Sale. (d) If any Tagging Person declines to exercise its Tag-Along Rights or elects to exercise its Tag-Along Rights with respect to less than such Tagging Person's Tag-Along Portion, the CSH Shareholders shall be entitled to transfer, pursuant to the Tag-Along Offer, a number of Shares held by the CSH Shareholders equal to the number of Shares constituting the portion of such Tagging Person's Tag-Along Portion with respect to which Tag-Along Rights were not exercised. (e) The CSH Shareholders and any Tagging Person who exercises the Tag-Along Rights pursuant to this Section 4.01 may consummate the Tag-Along Sale on substantially the same terms and conditions set forth in the Tag-Along Notice (provided, however, that the price payable in any such sale may exceed the price specified in the Tag-Along Notice by up to 5%) within 120 days of the date on which Tag-Along Rights shall have been waived, exercised or expire. (f) The exercise or the non-exercise of the rights of the Tagging Persons to participate in one or more Tag-Along Sales shall not adversely affect their rights to participate in subsequent Tag-Along Sales subject to this Section 4.01. (g) The sale of the Selling Person's Shares in any Tag-Along Sale shall be effected on the same terms and conditions as the sale of any Tagging Person's Shares and no Selling Person shall receive any form of special consideration or control premium in addition to the price payable for the sold Shares. (h) The right of the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders, the Xxxxxxxx Shareholders and the Xxxxxxxx LSH Shareholders to participate in a Tag-Along Sale shall terminate at such time as the aggregate number of Shares held by the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders, the Xxxxxxxx Shareholders or the Xxxxxxxx LSH Shareholders, as the case may be, is less than 50% of their aggregate Initial Ownership of Common Stock.

Rights to Participate in Transfer. (a) If CSH Shareholders (the "Selling Person") If, after compliance with Section 12.2, any Members propose to, directly or indirectly, transfer (other than transfers of Shares (i) to Transfer Equity Units held by such Members to a third party in a Public Offering, bona fide sale representing at least fifty percent (ii50%) to any Permitted Transferee of any of the CSH Shareholders or (iii) up to 3% in the aggregate of the securities of such class outstanding on the date of the first transfer of any Shares Equity Units held by any of the CSH Shareholders (such percentage, the "Free Percentage")) shares of Common Stock all Members (a "“Tag-Along Sale"”), the Xxxxxxxxxxx Shareholders and/or the Xxxxx Shareholders and/or the Xxxxxxxx Shareholders may, then each Member may elect at their its option, elect to exercise their rights under transfer its Tag-Along Portion in the manner provided in this Section 4.01 (each such Shareholder, a "Tagging Person")12.4. In the event of such a proposed transferTransfer, the Selling Person prospective selling Members shall provide each Xxxxxxxxxxx Shareholder, each Xxxxx Shareholder and each Xxxxxxxx Shareholder other Member written notice of the material terms and conditions of such proposed transfer ("“Tag-Along Notice"”) and offer each Tagging Person other Member the opportunity to participate in such sale. The Tag-Along Notice shall identify the number of shares of Common Stock Equity Units subject to the offer ("the “Tag-Along Offer"”), and the Tag-Along Portion of such other Member assuming that all other Members exercise their Tag-Along Rights, the consideration for at which the transfer Transfer is proposed to be made and all other material terms and conditions including copies of definitive agreements of the Tag-Along Offer. Each Tagging Person , including the form of the proposed agreement, if any. (b) From the date of the receipt of the Tag-Along Notice, each other Member shall have the right (a "“Tag-Along Right"”), exercisable by irrevocable written notice (a "Section 4.01 “Tag-Along Response Notice"”) given to the prospective selling Members within 10 ten (10) Business Days from of its receipt of the Tag-Along Notice (the "“Tag-Along Notice Period"”), to request that the prospective selling Members include in the proposed Transfer the number of Equity Units held by such other Member (each such other Member, a “Tagging Person”) not to participate exceed such other Member’s Tag-Along Portion as is specified in such Tag-Along Sale on the same terms and conditions as set forth Response Notice. Each Tagging Person may include in the Tag-Along Notice and to sell Sale all or any portion of such Tagging Person’s Tag-Along Portion of Equity Units. Delivery of the Tag-Along Response Notice shall constitute an irrevocable acceptance of the Tag-Along Offer by such Tagging Persons. Each Tag-Along Response Notice shall include wire transfer instructions for payment or delivery of the consideration for the Equity Units to be sold in such Tag-Along Sale. Each Tagging Person that exercises its Tag-Along Portion. If the Tagging Persons exercise their Tag-Along Rights hereunder, each Tagging Person hereunder shall deliver at least two business days to the Company, no later than three (3) Business Days prior to the date scheduled for the closing of the Tag-Along Sale to the Selling Person for delivery to the prospective transferee one or more certificates, in a proper form for transfer, representing the Shares of such Tagging Person to be included in the Tag-Along Sale. Such certificate or certificates that a Tagging Person delivers to the Selling Person shall be delivered on the date scheduled for the closing of the Tag-Along Sale to such transferee in consummation of the Tag-Along Sale. Notwithstanding anything to the contrary contained in this Section 4.01, except for the Selling Person's obligation to return to each Tagging Person any certificates representing the Tagging Person's Shares there shall be no liability on the part of the Selling Person to any Shareholder in the event that the proposed Tag-Along Sale is not consummated for whatever reason. Whether a Tag-Along Sale is effected pursuant to this Section 4.01 by the Selling Person is in the sole and absolute discretion of the Selling Person. (b) Concurrently with the consummation of the Tag-Along Sale, the Selling Person shall notify the Tagging Persons thereof, shall remit to the Tagging Persons the total consideration (by bank or certified check) for the Shares such documents and instruments of the Tagging Persons transferred pursuant thereto, and shall, promptly after the consummation of such Tag-Along Sale, furnish such other evidence of the completion and time of completion of such transfer and the terms thereof conveyance as may be reasonably requested by the Tagging Personsnecessary or appropriate to effectuate such Transfer. (c) If at the termination of the Tag-Along Notice Period any Tagging Person shall not have elected to participate in the Tag-Along Sale, such Tagging Person will be deemed to have waived its rights under Section 4.01(a) with respect to the transfer of its securities pursuant to such Tag-Along Sale. (d) If any Tagging Person declines to exercise its Tag-Along Rights or elects to exercise its Tag-Along Rights with respect to less than such Tagging Person's Tag-Along Portion, the CSH Shareholders shall be entitled to transfer, pursuant to the Tag-Along Offer, a number of Shares held by the CSH Shareholders equal to the number of Shares constituting the portion of such Tagging Person's Tag-Along Portion with respect to which Tag-Along Rights were not exercised. (e) The CSH Shareholders and any Tagging Person who exercises the Tag-Along Rights pursuant to this Section 4.01 may consummate the Tag-Along Sale on substantially the same terms and conditions set forth in the Tag-Along Notice (provided, however, that the price payable in any such sale may exceed the price specified in the Tag-Along Notice by up to 5%) within 120 days of the date on which Tag-Along Rights shall have been waived, exercised or expire. (f) The exercise or the non-exercise of the rights of the Tagging Persons to participate in one or more Tag-Along Sales shall not adversely affect their rights to participate in subsequent Tag-Along Sales subject to this Section 4.01. (g) The sale of the Selling Person's Shares in any Tag-Along Sale shall be effected on the same terms and conditions as the sale of any Tagging Person's Shares and no Selling Person shall receive any form of special consideration or control premium in addition to the price payable for the sold Shares. (h) The right of the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders and the Xxxxxxxx Shareholders to participate in a Tag-Along Sale shall terminate at such time as the aggregate number of Shares held by the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders or the Xxxxxxxx Shareholders, as the case may be, is less than 50% of their aggregate Initial Ownership of Common Stock.

Rights to Participate in Transfer. (a) If CSH Shareholders the LLC (the "Selling Person") propose to, directly or indirectly, proposes to transfer (other than transfers a number of Shares (i) equal to or exceeding 25% of the outstanding Shares in a Public Offering, (ii) to any Permitted Transferee single transaction or in a series of any of the CSH Shareholders or (iii) up to 3% in the aggregate of the securities of such class outstanding related transactions on the date of the first transfer of any Shares by any of the CSH Shareholders (such percentage, the "Free Percentage")) shares of Common Stock proposed sale (a "Tag-Along Sale"), the Xxxxxxxxxxx Shareholders and/or the Xxxxx Shareholders and/or the Xxxxxxxx Shareholders Other Stockholders may, at their option, elect to exercise their rights under this Section 4.01 (each such ShareholderStockholder, a "Tagging Person"), provided that no such rights shall apply to transfers of Shares (i) in a Public Offering or pursuant to Rule 144 (defined for these purposes to exclude Rule 144A under the Securities Act), (ii) to any Permitted Transferee of the LLC (defined for these purposes to exclude, except in the case of a general distribution to DLJ Partners, any Permitted Transferee who is a Permitted Transferee solely by reason of being an Affiliate of a DLJ Partner), or (iii) to holders of limited liability company units in the LLC ("Units"). In the event of such a proposed transfer, the Selling Person shall provide each Xxxxxxxxxxx Shareholder, each Xxxxx Shareholder and each Xxxxxxxx Shareholder Other Stockholder written notice of the material terms and conditions of such proposed transfer ("Tag-Along Notice") and offer each Tagging Person the opportunity to participate in such sale. The Tag-Along Notice shall identify the number and type of shares of Common Stock Company Securities subject to the offer ("Tag-Along Offer"), the consideration for cash price at which the transfer is proposed to be made made, and all other material terms and conditions of the Tag-Along Offer, including the form of the proposed agreement, if any. Each From the date of the Tag-Along Notice, each Tagging Person shall have the right (a "Tag-Along Right"), exercisable by irrevocable written notice (a "Section 4.01 Response Notice") given to the Selling Person within 10 15 Business Days from receipt of the Tag-Along Notice (the "Tag-Along Notice Period") ), to participate request that the Selling Person include in the proposed transfer the number of Company Securities held by such Tagging Person as is specified in such Tag-Along Sale notice; provided that if the aggregate number of Company Securities proposed to be sold by the Selling Person and all Tagging Persons in such transaction exceeds the number of Company Securities which can be sold on the same terms and conditions as set forth in the Tag-Along Notice Notice, then only the Tag-Along Portion of Company Securities of each Tagging Person shall be sold pursuant to the Tag-Along Offer and to the Selling Person shall sell all or any portion of its Tag-Along PortionPortion of Company Securities and such additional Company Securities as permitted by Section 4.01(d). If the Tagging Persons exercise their Tag-Along Rights hereunder, each Tagging Person shall deliver at least two business days prior to the date scheduled for the closing of the Tag-Along Sale deliver, together with its Section 4.01 Response Notice, to the Selling Person for delivery to the prospective transferee one certificate or more certificates, in a proper form for transfer, certificates representing the Shares Company Securities of such Tagging Person to be included in the transfer, together with a limited power-of-attorney authorizing the Selling Person to transfer such Securities on the terms set forth in the Tag-Along SaleNotice. Such Delivery of such certificate or certificates that a Tagging Person delivers representing the Company Securities to be transferred and the limited power-of-attorney authorizing the Selling Person to transfer such Company Securities shall be delivered on the date scheduled for the closing constitute an irrevocable acceptance of the Tag-Along Sale to Offer by such transferee Tagging Persons. If, at the end of a 120 day period after such delivery, the Selling Person has not completed the transfer of all such Company Securities on substantially the same terms and conditions set forth in consummation of the Tag-Along Sale. Notwithstanding anything Notice (provided, however, that the cash price payable in any such sale may exceed the cash price specified in the Tag-Along Notice by up to the contrary contained in this Section 4.0110%), except for the Selling Person's obligation to Person shall return to each Tagging Person any the limited power-of-attorney (and all copies thereof) together with all certificates representing the Company Securities which such Tagging Person's Shares there shall be no liability on the part of the Selling Person to any Shareholder in the event that the proposed Tag-Along Sale is not consummated delivered for whatever reason. Whether a Tag-Along Sale is effected transfer pursuant to this Section 4.01 by the Selling Person is in the sole and absolute discretion of the Selling Person4.01. (b) Concurrently with the consummation of the Tag-Along Sale, the Selling Person shall notify the Tagging Persons thereof, shall remit to the Tagging Persons the total consideration (by bank or certified check) for the Shares Company Securities of the Tagging Persons transferred pursuant thereto, and shall, promptly after the consummation of such Tag-Along Sale, furnish such other evidence of the completion and time of completion of such transfer and the terms thereof as may be reasonably requested by the Tagging Persons. (c) If at the termination of the Tag-Along Notice Period any Tagging Person shall not have elected to participate in the Tag-Along Sale, such Tagging Person will be deemed to have waived its rights under Section 4.01(a) with respect to the transfer of its securities pursuant to such Tag-Along Sale, but not with respect to any future sales. (d) If any Tagging Person Stockholder declines to exercise its Tag-Along Rights or elects to exercise its Tag-Along Rights with respect to less than such Tagging Person's Tag-Along Portion, the CSH Shareholders Tagging Persons who do respond and the LLC shall be entitled to transfer, pursuant to the Tag-Along Offer, a an additional number of Shares held by the CSH Shareholders Company Securities equal to the number of Shares Company Securities constituting the their pro rata portion of such Tagging Person's Tag-Along Portion with respect to which Tag-Along Rights were not exercised. (e) The CSH Shareholders LLC and any Tagging Person who exercises the Tag-Along Rights pursuant to this Section 4.01 may consummate sell the Company Securities subject to the Tag-Along Sale Offer on substantially the same terms and conditions set forth in the Tag-Along Notice (provided, however, that the cash price payable in any such sale may exceed the cash price specified in the Tag-Along Notice by up to 510%) within 120 days of the date on which Tag-Along Rights shall have been waived, exercised or expire. (f) The exercise In the event that the DLJ Entities propose to transfer a number of Units equal to or the non-exercise exceeding 40% of the rights outstanding Units in a single transaction or in a series of related transactions on the date of the Tagging Persons proposed sale, other than transfers of Units (i) in a Public Offering or pursuant to participate Rule 144 (defined for these purposes to exclude Rule 144A under the Securities Act) or (ii) to any Permitted Transferee of the LLC (defined for these purposes to exclude, except in one or more Tag-Along Sales the case of a general distribution to DLJ Partners, any Permitted Transferee who is a Permitted Transferee solely by reason of being an Affiliate of a DLJ Partner), the Board of Directors shall not adversely affect their rights to participate in subsequent Tag-Along Sales subject to good faith determine an appropriate procedure which shall mutatis mutandis reflect the procedures of this Section 4.014.01 to allow Company Securities to be sold proportionally by Other Stockholders as part of such sale, and shall in good faith determine an appropriate valuation for such Company Securities reflecting the price per Unit at which the DLJ Entities propose to sell the Units. (g) The sale of the Selling Person's Shares in any Tag-Along Sale shall be effected on the same terms and conditions as the sale of any Tagging Person's Shares and no Selling Person shall receive any form of special consideration or control premium in addition to the price payable for the sold Shares. (h) The right of the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders and the Xxxxxxxx Shareholders to participate in a Tag-Along Sale This Section 4.01 shall terminate at such time as upon the aggregate number of Shares held by the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders or the Xxxxxxxx Shareholders, as the case may be, is less than 50% of their aggregate Initial Ownership of Common StockPublic Offering.

Rights to Participate in Transfer. (a) If CSH Shareholders the LLC (the "Selling Person") propose to, directly or indirectly, proposes to transfer (other than transfers a number of Shares (i) equal to or exceeding 25% of the outstanding Shares in a Public Offering, (ii) to any Permitted Transferee single transaction or in a series of any of the CSH Shareholders or (iii) up to 3% in the aggregate of the securities of such class outstanding related transactions on the date of the first transfer of any Shares by any of the CSH Shareholders (such percentage, the "Free Percentage")) shares of Common Stock proposed sale (a "Tag-Along Sale"), the Xxxxxxxxxxx Shareholders and/or the Xxxxx Shareholders and/or the Xxxxxxxx Shareholders Other Stockholders may, at their option, elect to exercise their rights under this Section 4.01 (each such ShareholderStockholder, a "Tagging Person"), provided that no such rights shall apply to transfers of Shares (i) in a Public Offering or pursuant to Rule 144 (defined for these purposes to exclude Rule 144A under the Securities Act), (ii) to any Permitted Transferee of the LLC (defined for these purposes to exclude, except in the case of a general distribution to DLJ Partners, any Permitted Transferee who is a Permitted Transferee solely by reason of being an Affiliate of a DLJ Partner), or (iii) to holders of limited liability company units in the LLC ("Units"). In the event of such a proposed transfer, the Selling Person shall provide each Xxxxxxxxxxx Shareholder, each Xxxxx Shareholder and each Xxxxxxxx Shareholder Other Stockholder written notice of the material terms and conditions of such proposed transfer ("Tag-Along Notice") and offer each Tagging Person the opportunity to participate in such sale. The Tag-Along Notice shall identify the number and type of shares of Common Stock Company Securities subject to the offer ("Tag-Along Offer"), the consideration for cash price at which the transfer is proposed to be made made, and all other material terms and conditions of the Tag-Along Offer, including the form of the proposed agreement, if any. Each From the date of the Tag-Along Notice, each Tagging Person shall have the right (a "Tag-Along Right"), exercisable by irrevocable written notice (a "Section 4.01 Response Notice") given to the Selling Person within 10 15 Business Days from receipt of the Tag-Along Notice (the "Tag-Along Notice Period") ), to participate request that the Selling Person include in the proposed transfer the number of Company Securities held by such Tagging Person as is specified in such Tag-Along Sale notice; provided that if the aggregate number of Company Securities proposed to be sold by the Selling Person and all Tagging Persons in such transaction exceeds the number of Company Securities which can be sold on the same terms and conditions as set forth in the Tag-Along Notice and to sell all or any portion of its Notice, then only the Tag-Along PortionPortion of Company Securities of each Tagging Person shall be sold pursuant to the Tag-Along Offer and the Selling Person shall sell its Tag- Along Portion of Company Securities and such additional Company Securities as permitted by Section 4.01(d). If the Tagging Persons exercise their Tag-Along Rights hereunder, each Tagging Person shall deliver at least two business days prior to the date scheduled for the closing of the Tag-Along Sale deliver, together with its Section 4.01 Response Notice, to the Selling Person for delivery to the prospective transferee one certificate or more certificates, in a proper form for transfer, certificates representing the Shares Company Securities of such Tagging Person to be included in the transfer, together with a limited power-of- attorney authorizing the Selling Person to transfer such Securities on the terms set forth in the Tag-Along SaleNotice. Such Delivery of such certificate or certificates representing the Company Securities to be transferred and the limited power-of- attorney authorizing the Selling Person to transfer such Company Securities shall constitute an irrevocable acceptance of the Tag- Along Offer by such Tagging Persons. If, at the end of a 120 day period after such delivery, the Selling Person has not completed the transfer of all such Company Securities on substantially the same terms and conditions set forth in the Tag-Along Notice (provided, however, that a Tagging Person delivers the cash price payable in any such sale may exceed the cash price specified in the Tag-Along Notice by up to 10%), the Selling Person shall be delivered on the date scheduled for the closing of the Tag-Along Sale to such transferee in consummation of the Tag-Along Sale. Notwithstanding anything to the contrary contained in this Section 4.01, except for the Selling Person's obligation to return to each Tagging Person any the limited power-of-attorney (and all copies thereof) together with all certificates representing the Company Securities which such Tagging Person's Shares there shall be no liability on the part of the Selling Person to any Shareholder in the event that the proposed Tag-Along Sale is not consummated delivered for whatever reason. Whether a Tag-Along Sale is effected transfer pursuant to this Section 4.01 by the Selling Person is in the sole and absolute discretion of the Selling Person4.01. (b) Concurrently with the consummation of the Tag-Along Sale, the Selling Person shall notify the Tagging Persons thereof, shall remit to the Tagging Persons the total consideration (by bank or certified check) for the Shares Company Securities of the Tagging Persons transferred pursuant thereto, and shall, promptly after the consummation of such Tag-Along Sale, furnish such other evidence of the completion and time of completion of such transfer and the terms thereof as may be reasonably requested by the Tagging Persons. (c) If at the termination of the Tag-Along Notice Period any Tagging Person shall not have elected to participate in the Tag-Tag- Along Sale, such Tagging Person will be deemed to have waived its rights under Section 4.01(a) with respect to the transfer of its securities pursuant to such Tag-Along Sale, but not with respect to any future sales. (d) If any Tagging Person Stockholder declines to exercise its Tag-Along Rights or elects to exercise its Tag-Along Rights with respect to less than such Tagging Person's Tag-Along Portion, the CSH Shareholders Tagging Persons who do respond and the LLC shall be entitled to transfer, pursuant to the Tag-Along Offer, a an additional number of Shares held by the CSH Shareholders Company Securities equal to the number of Shares Company Securities constituting the their pro rata portion of such Tagging Person's Tag-Along Portion with respect to which Tag-Along Rights were not exercised. (e) The CSH Shareholders LLC and any Tagging Person who exercises the Tag-Along Rights pursuant to this Section 4.01 may consummate sell the Company Securities subject to the Tag-Along Sale Offer on substantially the same terms and conditions set forth in the Tag-Along Notice (provided, however, that the cash price payable in any such sale may exceed the cash price specified in the Tag-Along Notice by up to 510%) within 120 days of the date on which Tag-Along Rights shall have been waived, exercised or expire. (f) The exercise In the event that the DLJ Entities propose to transfer a number of Units equal to or the non-exercise exceeding 40% of the rights outstanding Units in a single transaction or in a series of related transactions on the date of the Tagging Persons proposed sale, other than transfers of Units (i) in a Public Offering or pursuant to participate Rule 144 (defined for these purposes to exclude Rule 144A under the Securities Act) or (ii) to any Permitted Transferee of the LLC (defined for these purposes to exclude, except in one or more Tag-Along Sales the case of a general distribution to DLJ Partners, any Permitted Transferee who is a Permitted Transferee solely by reason of being an Affiliate of a DLJ Partner), the Board of Directors shall not adversely affect their rights to participate in subsequent Tag-Along Sales subject to good faith determine an appropriate procedure which shall mutatis mutandis reflect the procedures of this Section 4.014.01 to allow Company Securities to be sold proportionally by Other Stockholders as part of such sale, and shall in good faith determine an appropriate valuation for such Company Securities reflecting the price per Unit at which the DLJ Entities propose to sell the Units. (g) The sale of the Selling Person's Shares in any Tag-Along Sale shall be effected on the same terms and conditions as the sale of any Tagging Person's Shares and no Selling Person shall receive any form of special consideration or control premium in addition to the price payable for the sold Shares. (h) The right of the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders and the Xxxxxxxx Shareholders to participate in a Tag-Along Sale This Section 4.01 shall terminate at such time as upon the aggregate number of Shares held by the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders or the Xxxxxxxx Shareholders, as the case may be, is less than 50% of their aggregate Initial Ownership of Common StockPublic Offering.

Rights to Participate in Transfer. (a) If CSH Shareholders (the "Selling Person") propose to, directly or indirectly, transfer (other than transfers of Shares (i) in a Public Offering, (ii) to any Permitted Transferee of any of the CSH Shareholders or Shareholders, (iii) up to 3% in the aggregate of the securities of such class outstanding on the date of the first transfer of any Shares by any of the CSH Shareholders (such percentage, the "Free Percentage")) or (iv) that will indirectly result from a sale of all or substantially all of the capital stock or assets of CSH, CSI, Cable Systems Holding Company, Citicorp or any of its Subsidiaries) shares of Common Stock (a "Tag-Along Sale"), the Xxxxxxxxxxx Shareholders and/or the Xxxxx Shareholders and/or the Xxxxxxxx Shareholders and/or the LSH Shareholders may, at their option, elect to exercise their rights under this Section 4.01 (each such Shareholder, a "Tagging Person"). In the event of such a proposed transfer, the Selling Person shall provide each Xxxxxxxxxxx Shareholder, each Xxxxx Shareholder, each Xxxxxxxx Shareholder, each LSH Shareholder and each Xxxxxxxx Shareholder the Company written notice of the material terms and conditions of such proposed transfer ("Tag-Along Notice") and offer each Tagging Person the opportunity to participate in such sale. The Tag-Along Notice shall identify the number of shares of Common Stock subject to the offer ("Tag-Along Offer"), the consideration for which the transfer is proposed to be made and all other material terms and conditions of the Tag-Along Offer. Each Tagging Person shall have the right (a "Tag-Along Right"), exercisable by irrevocable written notice (a "Section 4.01 Response Notice") given within 10 Business Days from receipt of the Tag-Along Notice (the "Tag-Along Notice Period") to participate in such Tag-Along Sale on the same terms and conditions as set forth in the Tag-Along Notice and to sell all or any portion of its Tag-Along Portion. If the Tagging Persons exercise their Tag-Along Rights hereunder, each Tagging Person shall deliver at least two business days prior to the date scheduled for the closing of the Tag-Along Sale to the Selling Person for delivery to the prospective transferee one or more certificates, in a proper form for transfer, representing the Shares of such Tagging Person to be included in the Tag-Along Sale. Such certificate or certificates that a Tagging Person delivers to the Selling Person shall be delivered on the date scheduled for the closing of the Tag-Along Sale to such transferee in consummation of the Tag-Along Sale. Notwithstanding anything to the contrary contained in this Section 4.01, except for the Selling Person's obligation to return to each Tagging Person any certificates representing the Tagging Person's Shares there shall be no liability on the part of the Selling Person to any Shareholder in the event that the proposed Tag-Along Sale is not consummated for whatever reason. Whether a Tag-Along Sale is effected pursuant to this Section 4.01 by the Selling Person is in the sole and absolute discretion of the Selling Person.. 7 (b) Concurrently with the consummation of the Tag-Along Sale, the Selling Person shall notify the Tagging Persons thereof, shall remit to the Tagging Persons the total consideration (by bank or certified check) for the Shares of the Tagging Persons transferred pursuant thereto, and shall, promptly after the consummation of such Tag-Along Sale, furnish such other evidence of the completion and time of completion of such transfer and the terms thereof as may be reasonably requested by the Tagging Persons. (c) If at the termination of the Tag-Along Notice Period any Tagging Person shall not have elected to participate in the Tag-Along Sale, such Tagging Person will be deemed to have waived its rights under Section 4.01(a) with respect to the transfer of its securities pursuant to such Tag-Along Sale. (d) If any Tagging Person declines to exercise its Tag-Along Rights or elects to exercise its Tag-Along Rights with respect to less than such Tagging Person's Tag-Along Portion, the CSH Shareholders shall be entitled to transfer, pursuant to the Tag-Along Offer, a number of Shares held by the CSH Shareholders equal to the number of Shares constituting the portion of such Tagging Person's Tag-Along Portion with respect to which Tag-Along Rights were not exercised. (e) The CSH Shareholders and any Tagging Person who exercises the Tag-Along Rights pursuant to this Section 4.01 may consummate the Tag-Along Sale on substantially the same terms and conditions set forth in the Tag-Along Notice (provided, however, that the price payable in any such sale may exceed the price specified in the Tag-Along Notice by up to 5%) within 120 days of the date on which Tag-Along Rights shall have been waived, exercised or expire. (f) The exercise or the non-exercise of the rights of the Tagging Persons to participate in one or more Tag-Along Sales shall not adversely affect their rights to participate in subsequent Tag-Along Sales subject to this Section 4.01. (g) The sale of the Selling Person's Shares in any Tag-Along Sale shall be effected on the same terms and conditions as the sale of any Tagging Person's Shares and no Selling Person shall receive any form of special consideration or control premium in addition to the price payable for the sold Shares. (h) The right of the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders and the Xxxxxxxx Shareholders to participate in a Tag-Along Sale shall terminate at such time as the aggregate number of Shares held by the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders or the Xxxxxxxx Shareholders, as the case may be, is less than 50% of their aggregate Initial Ownership of Common Stock.

Rights to Participate in Transfer. (a) If CSH Shareholders (the "Selling Person") DLJ Entities propose to, directly or indirectly, transfer (other than transfers of Shares (i) to Transfer Company Securities in a Public Offering, (ii) to any Permitted Transferee of any of the CSH Shareholders or (iii) up to 3% in the aggregate of the securities of such class outstanding on the date of the first transfer of any Shares transaction otherwise permitted by any of the CSH Shareholders (such percentage, the "Free Percentage")) shares of Common Stock Article 3 hereof (a "Tag-Along Sale"), and if any Other Stockholders own the Xxxxxxxxxxx Shareholders and/or type of Company Securities proposed to be sold by the Xxxxx Shareholders and/or the Xxxxxxxx Shareholders DLJ Entities, such Other Stockholders may, at their option, elect to exercise their rights under this Section 4.01 (each such ShareholderOther Stockholder, a "Tagging Person"). In the event of such a proposed transferTransfer, the Selling Person DLJ Entities shall provide each Xxxxxxxxxxx Shareholder, each Xxxxx Shareholder and each Xxxxxxxx Shareholder Other Stockholder written notice of the material terms and conditions of such proposed transfer Transfer ("Tag-Along Notice") and offer each Tagging Person the opportunity to participate in such sale. The Tag-Along Notice shall identify the number and type of shares of Common Stock Company Securities subject to the offer ("Tag-Along Offer"), the consideration for price at which the transfer Transfer is proposed to be made made, and all other material terms and conditions of the Tag- Along Offer, including the form of the proposed agreement, if any. From the date of the receipt of the Tag-Along Offer. Each Notice, each Tagging Person shall have the right (a "Tag-Along Right"), exercisable by irrevocable written notice (a "Section 4.01 Response Notice") given to the DLJ Entities within 10 15 Business Days from receipt of the Tag-Along Notice (the "Tag-Along Notice Period") ), to participate request that the DLJ Entities include in the proposed Transfer the number of Company Securities held by such Tagging Person as is specified in such Tag-Along Sale notice; provided that if the aggregate number of Company Securities proposed to be sold by the DLJ Entities and all Tagging Persons in such transaction exceeds the number of Company Securities which can be sold on the same terms and conditions as set forth in the Tag-Along Notice Notice, then only the Tag-Along Portion of Company Securities of each Tagging Person shall be sold pursuant to the Tag-Along Offer and to the DLJ Entities shall sell all or any portion of its Tag-Along PortionPortion of Company Securities and such additional Company Securities as permitted by Section 4.01(d). If the Tagging Persons exercise their Tag-Along Rights hereunder, each Tagging Person shall deliver at least two business days prior to the date scheduled for DLJ Entities, together with its Section 4.01 Response Notice, the closing of the Tag-Along Sale to the Selling Person for delivery to the prospective transferee one certificate or more certificates, in a proper form for transfer, certificates representing the Shares Company Securities of such Tagging Person to be included in the Transfer, together with a limited power-of-attorney authorizing the DLJ Entities to Transfer such Company Securities on the terms set forth in the Tag-Along SaleNotice. Such Delivery of such certificate or certificates that a Tagging Person delivers representing the Company Securities to be transferred and the Selling Person limited power-of-attorney authorizing the DLJ Entities to Transfer such Company Securities shall be delivered on the date scheduled for the closing constitute an irrevocable acceptance of the Tag-Along Sale Offer by such Tagging Persons. The Tagging Persons shall (a) be required (i) to bear their proportionate share of any escrows, holdbacks or adjustments in purchase price and (ii) to make such transferee in consummation representations, warranties and covenants and enter into such agreements as are customary for transactions of the nature of the Tag-Along Sale. Notwithstanding anything along Offer, in each case under the terms of any definitive agreement(s) relating to such Tag-along Offer and (b) benefit from all of the contrary contained in this Section 4.01, except for same provisions of the definitive agreements as the Selling Person's obligation to return to each Tagging Person any certificates representing . If, at the Tagging Person's Shares there end of a 90-day period after such delivery of the Section 4.01 Response Notice (which 90- day period shall be no liability on the part extended if any of the Selling Person transactions contemplated by the Tag- Along Offer are subject to any Shareholder regulatory approval until the expiration of five Business Days after all such approvals have been received, but in no event later than 180 days following the event that receipt of the proposed Tag-Along Sale is not consummated for whatever reason. Whether a Tag-Along Sale is effected pursuant to this Section 4.01 by Notice), the Selling Person is in DLJ Entities have not completed the sole and absolute discretion transfer of all such Company Securities for at least 95% of the Selling Person. (b) Concurrently with the consummation of the Tag-Along Sale, the Selling Person shall notify the Tagging Persons thereof, shall remit to the Tagging Persons the total consideration (by bank or certified check) for the Shares of the Tagging Persons transferred pursuant thereto, and shall, promptly after the consummation of such Tag-Along Sale, furnish such other evidence of the completion and time of completion of such transfer and the terms thereof as may be reasonably requested by the Tagging Persons. (c) If at the termination of the Tag-Along Notice Period any Tagging Person shall not have elected to participate price set forth in the Tag-Along Sale, such Tagging Person will be deemed to have waived its rights under Section 4.01(a) with respect to the transfer of its securities pursuant to such Tag-Along Sale. (d) If any Tagging Person declines to exercise its Tag-Along Rights or elects to exercise its Tag-Along Rights with respect to less than such Tagging Person's Tag-Along Portion, the CSH Shareholders shall be entitled to transfer, pursuant to the Tag-Along Offer, a number of Shares held by the CSH Shareholders equal to the number of Shares constituting the portion of such Tagging Person's Tag-Along Portion with respect to which Tag-Along Rights were not exercised. (e) The CSH Shareholders Offer and any Tagging Person who exercises the Tag-Along Rights pursuant to this Section 4.01 may consummate the Tag-Along Sale otherwise on substantially the same terms and conditions set forth in the Tag-Along Notice Notice, the DLJ Entities shall (provided, however, that i) return to each Tagging Person the price payable in any limited power-of-attorney (and all copies thereof) together with all certificates representing the Company Securities which such sale may exceed the price specified in the Tag-Along Notice by up to 5%) within 120 days of the date on which Tag-Along Rights shall have been waived, exercised or expire. (f) The exercise or the non-exercise of the rights of the Tagging Persons to participate in one or more Tag-Along Sales shall not adversely affect their rights to participate in subsequent Tag-Along Sales subject Person delivered for Transfer pursuant to this Section 4.014.01and (ii) not conduct any Transfer of Company Securities without again complying with this Section. (g) The sale of the Selling Person's Shares in any Tag-Along Sale shall be effected on the same terms and conditions as the sale of any Tagging Person's Shares and no Selling Person shall receive any form of special consideration or control premium in addition to the price payable for the sold Shares. (h) The right of the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders and the Xxxxxxxx Shareholders to participate in a Tag-Along Sale shall terminate at such time as the aggregate number of Shares held by the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders or the Xxxxxxxx Shareholders, as the case may be, is less than 50% of their aggregate Initial Ownership of Common Stock.

Rights to Participate in Transfer. (a) If CSH Shareholders DLJ Entities (the "Selling Person") propose to, directly or indirectly, to transfer (other than transfers of Shares shares of a class of Company Securities (i) in a Public Offering, Offering or (ii) to any Permitted Transferee of any of the CSH Shareholders DLJ Entities), in a transaction otherwise permitted by Article 3 hereof, a number of shares of a class of Company Securities equal to or (iii) up to 3exceeding 40% in the aggregate of the Aggregate Ownership of the DLJ Entities of securities of such class outstanding in a single transaction or in a series of related transactions on the date of the first transfer of any Shares by any of the CSH Shareholders (such percentage, the "Free Percentage")) shares of Common Stock proposed sale (a "Tag-Along Sale"), the Xxxxxxxxxxx Shareholders and/or the Xxxxx Shareholders and/or the Xxxxxxxx Shareholders Other Stockholders may, at their option, elect to exercise their rights under this Section 4.01 (each such ShareholderStockholder, a "Tagging Person"). In the event of such a proposed transfer, the Selling Person shall provide each Xxxxxxxxxxx Shareholder, each Xxxxx Shareholder and each Xxxxxxxx Shareholder Other Stockholder written notice of the material terms and conditions of such proposed transfer ("Tag-Along Notice") and offer each Tagging Person the opportunity to participate in such sale. The Tag-Along Notice shall identify the number and class of shares of Common Stock Company Securities subject to the offer ("Tag-Along Offer"), the consideration for cash price at which the transfer is proposed to be made made, and all other material terms and conditions of the Tag-Along Offer, including the form of the proposed agreement, if any. Each From the date of the Tag-Along Notice, each Tagging Person shall have the right (a "Tag-Along Right"), exercisable by irrevocable written notice (a "Section 4.01 Response Notice") given to the Selling Person within 10 Business Days from receipt of the Tag-Along Notice (the "Tag-Along Notice Period") ), to participate request that the Selling Person include in the proposed transfer the number of shares of such class of Company Securities held by such Tagging Person as is specified in such Tag-Along Sale notice; provided that if the aggregate number of shares of such class of Company Securities proposed to be sold by the Selling Person and all Tagging Persons in such transaction exceeds the number of shares of such class of Company Securities which can be sold on the same terms and conditions as set forth in the Tag-Along Notice Notice, then only the Tag-Along Portion of each Tagging Person shall be sold pursuant to the Tag-Along Offer and to the Selling Person shall sell all or any portion of its Tag-Along PortionPortion and such additional shares of such class of Company Securities as permitted by Section 4.01(d). If the Tagging Persons exercise their Tag-Along Rights hereunder, each Tagging Person shall deliver at least two business days prior to the date scheduled for the closing of the Tag-Along Sale deliver, together with its Section 4.01 Response Notice, to the Selling Person for delivery to the prospective transferee one certificate or more certificates, in a proper form for transfer, certificates representing the Shares securities of such Tagging Person to be included in the transfer, together with a limited power-of-attorney authorizing the Selling Person to transfer such securities on the terms set forth in the Tag-Along SaleNotice. Such Delivery of such certificate or certificates that representing the securities to be transferred and the limited power-of-attorney authorizing the Selling Person to transfer such securities shall constitute an irrevocable acceptance of the Tag- Along Offer by such Tagging Persons. If, at the end of a Tagging 120 day period after such delivery, the Selling Person delivers to has not completed the transfer of all such securities on substantially the same terms and conditions set forth in the Tag-Along Notice, the Selling Person shall be delivered on the date scheduled for the closing of the Tag-Along Sale to such transferee in consummation of the Tag-Along Sale. Notwithstanding anything to the contrary contained in this Section 4.01, except for the Selling Person's obligation to return to each Tagging Person any the limited power-of-attorney (and all copies thereof) together with all certificates representing the securities which such Tagging Person's Shares there shall be no liability on the part of the Selling Person to any Shareholder in the event that the proposed Tag-Along Sale is not consummated delivered for whatever reason. Whether a Tag-Along Sale is effected transfer pursuant to this Section 4.01 by the Selling Person is in the sole and absolute discretion of the Selling Person4.01. (b) Concurrently with the consummation of the Tag-Along Sale, the Selling Person shall notify the Tagging Persons thereof, shall remit to the Tagging Persons the total consideration (by bank or certified check) for the Shares shares of such class of Company Securities of the Tagging Persons transferred pursuant thereto, and shall, promptly after the consummation of such Tag-Along Sale, furnish such other evidence of the completion and time of completion of such transfer and the terms thereof as may be reasonably requested by the Tagging Persons. (c) If at the termination of the Tag-Along Notice Period any Tagging Person shall not have elected to participate in the Tag-Along Sale, such Tagging Person will be deemed to have waived its rights under Section 4.01(a) with respect to the transfer of its securities pursuant to such Tag-Along Sale. (d) If any Tagging Person declines to exercise its Tag-Along Rights or elects to exercise its Tag-Along Rights with respect to less than such Tagging Person's Tag-Along Portion, the CSH Shareholders DLJ Entities shall be entitled to transfer, pursuant to the Tag-Along Offer, a number of Shares shares of such class of Company Securities held by the CSH Shareholders DLJ Entities equal to the number of Shares shares of such class of Company Securities constituting the portion of such Tagging Person's Tag-Along Portion with respect to which Tag-Along Rights were not exercised. (e) The CSH Shareholders DLJ Entities and any Tagging Person who exercises the Tag-Tag- Along Rights pursuant to this Section 4.01 may consummate sell the securities subject to the Tag-Along Sale Offer on substantially the same terms and conditions set forth in the Tag-Along Notice (provided, however, provided that the cash price payable in any such sale may exceed the cash price specified in the Tag-Along Notice by up to 510%) within 120 days of the date on which Tag-Along Rights shall have been waived, exercised or expire. (f) The exercise or the non-exercise of the rights of the Tagging Persons to participate in one or more Tag-Along Sales shall not adversely affect their rights to participate in subsequent Tag-Along Sales subject to this Section 4.01. (g) The sale of the Selling Person's Shares in any Tag-Along Sale shall be effected on the same terms and conditions as the sale of any Tagging Person's Shares and no Selling Person shall receive any form of special consideration or control premium in addition to the price payable for the sold Shares. (h) The right of the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders and the Xxxxxxxx Shareholders to participate in a Tag-Along Sale shall terminate at such time as the aggregate number of Shares held by the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders or the Xxxxxxxx Shareholders, as the case may be, is less than 50% of their aggregate Initial Ownership of Common Stock.

Rights to Participate in Transfer. (a) If CSH Shareholders DLJ Entities (the "Selling PersonSELLING PERSON") propose to, directly or indirectly, to transfer (other than transfers of Common Shares (i) in a Public Offering, Offering or (ii) to any Permitted Transferee of any of the CSH Shareholders DLJ Entities) a number of Company Securities equal to or (iii) up to 3exceeding 20% in the aggregate of the securities Aggregate Ownership of such class outstanding the DLJ Entities in a single transaction or in a series of related transactions on the date of the first transfer of any Shares by any of the CSH Shareholders (such percentage, the "Free Percentage")) shares of Common Stock proposed sale (a "TagTAG-Along SaleALONG SALE"), the Xxxxxxxxxxx Shareholders and/or the Xxxxx Shareholders and/or the Xxxxxxxx Shareholders Other Stockholders may, at their option, elect to exercise their rights under this Section 4.01 (each such ShareholderStockholder, a "Tagging PersonTAGGING PERSON"). In the event of such a proposed transfer, the Selling Person shall provide each Xxxxxxxxxxx Shareholder, each Xxxxx Shareholder and each Xxxxxxxx Shareholder Other Stockholder written notice of the material terms and conditions of such proposed transfer ("TagTAG-Along NoticeALONG NOTICE") and offer each Tagging Person the opportunity to participate in such sale. The Tag-Along Notice shall identify the number and type of shares of Common Stock Company Securities subject to the offer ("TagTAG-Along OfferALONG OFFER"), the consideration for cash price at which the transfer is proposed to be made made, and all other material terms and conditions of the Tag-Along Offer. Each Tagging Person shall have the right (a "Taga"TAG-Along RightALONG RIGHT"), exercisable by irrevocable written notice (a "Section SECTION 4.01 Response NoticeRESPONSE NOTICE") given to the Selling Person within 10 Business Days from of the date of receipt of the Tag-Along Notice by such Tagging Person (the "TagTAG-Along Notice PeriodALONG NOTICE PERIOD") ), to participate request that the Selling Person include in the proposed transfer the number and type of Company Securities held by such Tagging Person as is specified in such Tag-Along Sale notice; PROVIDED that if the aggregate number of Company Securities proposed to be sold by the Selling Person and all Tagging Persons in such transaction exceeds the number of Company Securities which can be sold on the same terms and conditions as set forth in the Tag-Along Notice Notice, then only the Tag-Along Portion of the Company Securities of each Tagging Person shall be sold pursuant to the Tag-Along Offer and to the Selling Person shall sell all or any portion of its Tag-Along PortionPortion of the Company Securities and such additional Company Securities as permitted by Section 4.01(d). If the Tagging Persons exercise their Tag-Along Rights hereunder, each Each Tagging Person shall deliver at least two business days prior to the date scheduled for the closing of the Tag-Along Sale to the Selling Person for delivery to Person, together with its Section 4.01 Response Notice, the prospective transferee one certificate or more certificates, in a proper form for transfer, certificates representing the Shares Company Securities of such Tagging Person to be included in the transfer, together with a limited power-of-attorney authorizing the Selling Person to transfer such Company Securities on the terms set forth in the Tag-Along SaleNotice. Such Delivery of such certificate or certificates that a Tagging Person delivers representing the Company Securities to be transferred and the limited power-of-attorney authorizing the Selling Person to transfer such Company Securities shall be delivered on the date scheduled for the closing constitute an irrevocable acceptance of the Tag-Along Sale to Offer by such transferee Tagging Persons. If, at the end of a 120 day period after such delivery, the Selling Person has not completed the transfer of all such Company Securities on substantially the same terms and conditions set forth in consummation of the Tag-Along Sale. Notwithstanding anything to the contrary contained in this Section 4.01Notice, except for the Selling Person's obligation to Person shall return to each Tagging Person any the limited power-of attorney (and all copies thereof) together with certificates representing the unsold Company Securities which such Tagging Person's Shares there shall be no liability on the part of the Selling Person to any Shareholder in the event that the proposed Tag-Along Sale is not consummated delivered for whatever reason. Whether a Tag-Along Sale is effected transfer pursuant to this Section 4.01 by the Selling Person is in the sole and absolute discretion of the Selling Person4.01. (b) Concurrently with the consummation consumption of the Tag-Along Sale, the Selling Person shall notify the Tagging Persons thereof, shall remit to the Tagging Persons Person the total consideration (by bank or certified check) for the Shares Company Securities of the Tagging Persons Person transferred pursuant thereto, and shall, promptly after the consummation of such Tag-Along Sale, furnish such other evidence of the completion and time of completion of such transfer and the terms thereof as may be reasonably requested by the Tagging Persons. (c) If at the termination of the Tag-Along Notice Period any Tagging Person shall not have elected to participate in the Tag-Along Sale, such Tagging Person will be deemed to have waived its rights under Section 4.01(a) with respect to the transfer of its securities Company Securities pursuant to such Tag-Along Sale. (d) If any Tagging Person declines to exercise its Tag-Along Rights or elects to exercise its Tag-Along Rights with respect to less than such Tagging Person's Tag-Along Portion, the CSH Shareholders DLJ Entities shall be entitled to transfer, pursuant to the Tag-Along Offer, a number and type of Shares Company Securities held by the CSH Shareholders DLJ Entities equal to the number and type of Shares Company Securities constituting the portion of such Tagging Person's Tag-Along Portion with respect to which Tag-Along Rights were not exercised. (e) The CSH Shareholders DLJ Entities and any Tagging Person who exercises exercise the Tag-Along Rights pursuant to this Section 4.01 may consummate sell the Company Securities subject to the Tag-Along Sale Offer on substantially the same terms and conditions set forth in the Tag-Along Notice (providedPROVIDED, howeverHOWEVER, that the cash price payable in any such sale may exceed the cash price specified in the Tag-Along Notice by up to 510%) within 120 days of the date on which Tag-Along Rights shall have been waived, exercised or expireexpired. (f) The exercise or the non-exercise of the rights of the Tagging Persons to participate in one or more Tag-Along Sales shall not adversely affect their rights to participate in subsequent Tag-Along Sales subject to this Section 4.01. (g) The sale of the Selling Person's Shares in any Tag-Along Sale shall be effected on the same terms and conditions as the sale of any Tagging Person's Shares and no Selling Person shall receive any form of special consideration or control premium in addition to the price payable for the sold Shares. (h) The right of the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders and the Xxxxxxxx Shareholders to participate in a Tag-Along Sale shall terminate at such time as the aggregate number of Shares held by the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders or the Xxxxxxxx Shareholders, as the case may be, is less than 50% of their aggregate Initial Ownership of Common Stock.

Rights to Participate in Transfer. (a) If CSH Shareholders (the "Selling Person") propose toSubject to Sections 3.04, directly or indirectly3.05, transfer (other than transfers of Shares 3.06 and 4.01(h), if Trinity proposes to Transfer (i) in some, but not all, of the Shares then held by Trinity to a Public OfferingThird Party, or (ii) to any Permitted Transferee of any all of the CSH Shareholders Shares’ then held by Trinity to a Third Party, provided that Trinity has declined to exercise its Drag-Along Rights pursuant to Section 4.02, whether, in either case, by sale, merger or (iii) up to 3% in the aggregate of the securities of such class outstanding on the date of the first transfer of any Shares by any of the CSH Shareholders (such percentage, the "Free Percentage")) shares of Common Stock otherwise (a "“Tag-Along Sale"”), the Xxxxxxxxxxx Shareholders and/or Stockholders other than Trinity holding the Xxxxx Shareholders and/or the Xxxxxxxx Shareholders maysame class and series of Shares proposed to be Transferred by Trinity (each, an “Eligible Stockholder”) may elect, at their option, elect to exercise their rights under this Section 4.01 (each such ShareholderEligible Stockholder, a "“Tagging Person"”). In the event of such a proposed transferTransfer, the Selling Person shall Trinity will provide each Xxxxxxxxxxx Shareholder, each Xxxxx Shareholder and each Xxxxxxxx Shareholder Eligible Stockholder written notice of the material terms and conditions of such proposed transfer Transfer ("“Tag-Along Notice"”) and offer each Tagging Person the opportunity to participate in such sale. The Tag-Along Notice shall will identify the number and class of shares of Common Stock Shares subject to the offer ("“Tag-Along Offer"”), the consideration for cash price at which the transfer Transfer is proposed to be made made, and all other material terms and conditions of the Tag-Along Offer, including the form of the proposed agreement, if any. Each From the date of the receipt of the Tag-Along Notice, each Tagging Person shall will have the right (a "“Tag-Along Right"”), exercisable by irrevocable written notice (a "Section 4.01 “Tag-Along Response Notice"”) given to Trinity within 10 15 Business Days from of its receipt of the Tag-Along Notice (the "“Tag-Along Notice Period") ”), to participate request that Trinity include in the proposed Transfer the number of Shares of the same class and series held by such Tagging Person as is specified in the Tag-Along Notice, provided that, if the aggregate number of Shares proposed to be sold by Trinity and all Tagging Persons in such transaction exceeds the number of Shares that can be sold on the terms and conditions set forth in the Tag-Along Notice, then (i) each Tagging Person will be entitled to include in the Tag-Along Sale on only its Tag-Along Portion of its Shares and (ii) Trinity will be entitled to include the same terms and conditions number of Shares proposed to be Transferred by Trinity as set forth in the Tag-Along Notice and (reduced, to sell all or any portion of the extent necessary, so that each Tagging Person will be able to include its Tag-Along Portion) and such additional Shares as permitted by Section 4.01(d). If the Each Tagging Persons exercise their Person that exercises its Tag-Along Rights hereunder, each Tagging Person shall hereunder will deliver at least two business days prior to the date scheduled for the closing Trinity or a representative of Trinity designated in the Tag-Along Sale to Notice, together with its Tag-Along Response Notice, the Selling Person for delivery to the prospective transferee one or more certificatescertificate(s), in a proper form duly endorsed for transfer, representing the Shares of such Tagging Person Person’s Shares to be included in the Tag-Along Sale. Such certificate or certificates that , together with a Tagging Person delivers limited power-of-attorney authorizing Trinity to the Selling Person shall be delivered Transfer such Shares on the date scheduled for same terms and conditions set forth in the closing Tag-Along Notice. Delivery of such certificate(s) representing Shares to be Transferred and the limited power-of-attorney authorizing Trinity to Transfer such Shares will constitute an irrevocable acceptance of the Tag-Along Sale Offer by such Tagging Persons. Each Tag-Along Response Notice will include instructions for payment (by bank or certified check or wire transfer) of the purchase price for Shares to be sold in such Tag-Along Sale. The Tagging Persons will (i) be required (A) to bear their proportionate share of any escrows, holdbacks or adjustments in purchase price and any transaction expenses and (B) to make such representations, warranties and covenants and enter into such agreements as are customary for transactions of the nature of the Tag-Along Offer, in each case under the terms of any definitive agreement(s) relating to such transferee Tag-Along Offer and (ii) benefit from all of the same provisions of the definitive agreement(s) as Trinity, it being understood that any liability of any Tagging Person for indemnification or similar post-closing obligations will not exceed the consideration such Tagging Person receives in consummation the Tag-Along Sale and will not exceed a proportional share of any such liability based on such Tagging Person’s share of the aggregate consideration in the Tag-Along Sale. Notwithstanding anything If, at the end of a 90-day period after such delivery (which 90-day period will be extended if any of the transactions contemplated by the Tag-Along Offer are subject to regulatory approval until the contrary contained expiration of five Business Days after all such approvals have been received, but in this Section 4.01no event later than 180 days following receipt by Trinity of the Tag-Along Response Notice), except for Trinity has not completed the Selling Person's obligation to Transfer of all such Shares on substantially the same terms and conditions set forth in the Tag-Along Notice, Trinity will return to each Tagging Person any certificates the limited power-of-attorney (and all copies thereof) together with all certificate(s) representing the such Tagging Person's ’s Shares there shall be no liability on the part of the Selling Person to any Shareholder in the event that the proposed Tag-Along Sale is not consummated delivered for whatever reason. Whether a Tag-Along Sale is effected Transfer pursuant to this Section 4.01 by the Selling Person is in the sole 4.01(a) and absolute discretion not conduct any Transfer of the Selling Personits Shares without again complying with this Section 4.01(a). (b) Concurrently with the consummation of the Tag-Along Sale, the Selling Person shall Trinity will notify the Tagging Persons thereof, shall will remit to the Tagging Persons the total consideration (by bank or certified checkcheck or wire transfer) for the Tagging Persons’ Shares of the Tagging Persons transferred Transferred pursuant thereto, and shallwill, promptly after the consummation of such Tag-Along Sale, furnish such other evidence of the completion and time of completion of such transfer Transfer and the terms thereof as may be reasonably requested by the Tagging Persons. (c) If at the termination of the Tag-Along Notice Period any Tagging Person shall Eligible Stockholder has not have elected to participate in the Tag-Along Sale, such Tagging Person Eligible Stockholder will be deemed to have waived its rights under Section 4.01(a) with respect to the transfer Transfer of its securities Shares pursuant to such Tag-Along Sale. (d) If (i) any Tagging Person Eligible Stockholder declines to exercise its Tag-Along Rights or (ii) any Tagging Person elects to exercise its Tag-Along Rights with respect to less than such Tagging Person's ’s Tag-Along Portion, the CSH Shareholders shall Trinity will be entitled to transferTransfer, pursuant to the Tag-Along Offer, a number of Shares held by the CSH Shareholders it equal to the number of Shares constituting constituting, as the case may be, the Tag-Along Portion of such Eligible Stockholder or the portion of such Tagging Person's ’s Tag-Along Portion with respect to which Tag-Along Rights were not exercised. (e) The CSH Shareholders Trinity may Transfer, on behalf of itself and any Tagging Person who exercises the Tag-Along Rights pursuant to this Section 4.01 may consummate 4.01, the number of Shares subject to the Tag-Along Sale Offer and elected to be Transferred on substantially the same terms and conditions set forth in the Tag-Along Notice within 90 days (provided, however, that the price payable in any or such sale may exceed the price specified in the Tag-Along Notice by up to 5%longer period as extended under Section 4.01(a)) within 120 days of the date on which all Tag-Along Rights shall will have been waived, exercised or expireexpired, provided that if such Tag-Along Sale is subject to regulatory approval, such 90-day period will be extended until the expiration of five Business Days after all such approvals have been received, but in no event later than 180 days following the effective date of the Tag-Along Sale Notice. (f) The exercise or Notwithstanding the non-exercise requirements of this Section 4.01, Trinity may Transfer its Shares at any time without complying with the requirements of paragraphs (a) and (b) of Section 4.01 so long as such Transfer is solely for cash and Trinity deposits into escrow with an independent third party at the time of Transfer that amount of the rights consideration received in the sale equal to the Escrow Amount. The “Escrow Amount” will equal that amount of consideration that all the Eligible Stockholders would have been entitled to receive if each of the Tagging Persons Eligible Stockholders had the opportunity to participate in one or more the Tag-Along Sales shall not adversely affect their rights Sale as a Tagging Person to participate in subsequent the extent of its Tag-Along Sales subject Portion, determined as if each such Eligible Stockholder (i) delivered a Tag-Along Response Notice to Trinity within the Tag-Along Notice Period and (ii) proposed to include all of its Shares which it would have been entitled to include in the Tag-Along Sale. No later than the date of the consummation of the Tag-Along Sale, Trinity will notify SciQuest Holdings in writing of the proposed Transfer. Such notice (the “Escrow Notice”) will set forth the information required in the Tag-Along Notice, and in addition, such notice will state the name of the escrow agent and the account number of the escrow account. SciQuest Holdings will promptly, and in any event within ten days, deliver or cause to be delivered the Escrow Notice to each Eligible Stockholder. An Eligible Stockholder may exercise the tag-along right described in this paragraph (f) by delivery to Trinity, within 15 days of the date SciQuest Holdings delivered or caused to be delivered the Escrow Notice, of (i) a written notice specifying the number of Shares it proposes to sell (which such number will not exceed such Eligible Stockholder’s Tag-Along Portion), and (ii) the certificate(s) representing such Shares, with transfer powers duly endorsed in blank. Promptly after the expiration of the 15th day after SciQuest Holdings has delivered or caused to be delivered the Escrow Notice, (i) Trinity will purchase that number of the class and series of Shares as Trinity would have been required to include in the sale had Trinity complied with the provisions of Section 4.014.01(a), (ii) SciQuest Holdings will cause to be released from the escrow to the Eligible Stockholder from whom Trinity purchases Shares pursuant to clause (i) of this paragraph the applicable amount of consideration due to such Eligible Stockholder, and (iii) all remaining funds and other consideration held in escrow will be released to Trinity. (g) The sale of the Selling Person's Shares Notwithstanding anything contained in any Tag-Along Sale shall this Section 4.01, there will be effected no liability on the same terms and conditions as part of Trinity to the sale of Tagging Persons (other than the obligation to return any certificates representing the Tagging Person's ’s Shares received by Trinity or its representative) if the Transfer of Shares pursuant to Section 4.01 is not consummated for whatever reason. Whether to effect a Transfer of Shares pursuant to this Section 4.01 by Trinity is in the sole and no Selling Person shall receive any form absolute discretion of special consideration or control premium in addition to the price payable for the sold SharesTrinity. (h) The right provisions of the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders and the Xxxxxxxx Shareholders this Section 4.01 will not apply to participate any proposed Transfer of any class of Shares by Trinity (i) in a Tag-Along Sale shall Public Offering or pursuant to Rule 144, (ii) to a Permitted Transferee or (iii) pursuant to Section 4.02. (i) The rights of any Eligible Stockholder with respect to any class of Company Securities under this Section 4.01 will terminate at such time as the aggregate number such Eligible Stockholder’s Aggregate Ownership of Shares held such class divided by the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders or the Xxxxxxxx Shareholders, as the case may be, its Initial Ownership of such class is less than 50% of their aggregate Initial Ownership of Common Stock35%.

Rights to Participate in Transfer. (a) If CSH Shareholders DLJ Entities (the "Selling Person") propose to, directly or indirectly, to transfer (other than transfers of Shares shares of Common Stock (i) in a Public Offering, (ii) to any Permitted Transferee of any of the CSH Shareholders DLJ Entities or (iii) up to 32.5% in the aggregate of the securities of such class outstanding on the date of the first transfer of any Shares shares of Common Stock by any of the CSH Shareholders DLJ Entities (such percentage, the "Free Percentage")) shares of Common Stock ), in a transaction otherwise permitted by Article 3 hereof, (a "Tag-Along Sale"), the Xxxxxxxxxxx Shareholders and/or the Xxxxx Shareholders and/or the Xxxxxxxx Other Shareholders may, at their option, elect to exercise their rights under this Section 4.01 (each such Shareholder, a "Tagging Person"). In the event of such a proposed transfer, the Selling Person shall provide each Xxxxxxxxxxx Shareholder, each Xxxxx Shareholder and each Xxxxxxxx Other Shareholder written notice of the material terms and conditions of such proposed transfer ("Tag-Along Notice") and offer each Tagging Person the opportunity to participate in such sale. The Tag-Along Notice shall identify the number of shares of Common Stock subject to the offer ("Tag-Along Offer"), the consideration for cash price at which the transfer is proposed to be made made, and all other material terms and conditions of the Tag-Along Offer, including the form of the proposed agreement, if any. Each From the date of the Tag-Along Notice, each Tagging Person shall have the right (a "Tag-Along Right"), exercisable by irrevocable written notice (a "Section 4.01 Response Notice") given to the Selling Person within 10 5 Business Days from receipt of the Tag-Along Notice (the "Tag-Along Notice Period") ), to participate request that the Selling Person include in the proposed transfer the number of Shares held by such Tagging Person as is specified in such Tag-Along Sale notice; provided that if the aggregate number of Shares proposed to be sold by the Selling Person and all Tagging Persons in such transaction exceeds the number of Shares which can be sold on the same terms and conditions as set forth in the Tag-Along Notice and to sell all or any portion of its Notice, then only the Tag-Along PortionPortion of Shares of the Selling Person and each Tagging Person shall be sold pursuant to the Tag-Along Offer. In the event the DLJ Entities shall propose to transfer a number of Shares in excess of the Free Percentage, the Tag-Along Portion shall be calculated with respect to all of the Shares proposed to be transferred by the DLJ Entities. If the Tagging Persons exercise their Tag-Along Rights hereunder, each Tagging Person shall deliver at least two business days prior to the date scheduled for the closing of the Tag-Along Sale deliver, together with its Section 4.01 Response Notice, to the Selling Person for delivery to the prospective transferee one certificate or more certificates, in a proper form for transfer, certificates representing the Shares of such Tagging Person to be included in the Tagtransfer, together with a limited power-Along Sale. Such certificate or certificates that a Tagging Person delivers to the Selling Person shall be delivered on the date scheduled for the closing of the Tagof-Along Sale to such transferee in consummation of the Tag-Along Sale. Notwithstanding anything to the contrary contained in this Section 4.01, except for the Selling Person's obligation to return to each Tagging Person any certificates representing the Tagging Person's Shares there shall be no liability on the part of attorney authorizing the Selling Person to any Shareholder in the event that the proposed Tag-Along Sale is not consummated for whatever reason. Whether a Tag-Along Sale is effected pursuant to this Section 4.01 by the Selling Person is in the sole and absolute discretion of the Selling Person. (b) Concurrently with the consummation of the Tag-Along Sale, the Selling Person shall notify the Tagging Persons thereof, shall remit to the Tagging Persons the total consideration (by bank or certified check) for the transfer such Shares of the Tagging Persons transferred pursuant thereto, and shall, promptly after the consummation of such Tag-Along Sale, furnish such other evidence of the completion and time of completion of such transfer and on the terms thereof as may be reasonably requested by the Tagging Persons. (c) If at the termination of the Tag-Along Notice Period any Tagging Person shall not have elected to participate in the Tag-Along Sale, such Tagging Person will be deemed to have waived its rights under Section 4.01(a) with respect to the transfer of its securities pursuant to such Tag-Along Sale. (d) If any Tagging Person declines to exercise its Tag-Along Rights or elects to exercise its Tag-Along Rights with respect to less than such Tagging Person's Tag-Along Portion, the CSH Shareholders shall be entitled to transfer, pursuant to the Tag-Along Offer, a number of Shares held by the CSH Shareholders equal to the number of Shares constituting the portion of such Tagging Person's Tag-Along Portion with respect to which Tag-Along Rights were not exercised. (e) The CSH Shareholders and any Tagging Person who exercises the Tag-Along Rights pursuant to this Section 4.01 may consummate the Tag-Along Sale on substantially the same terms and conditions set forth in the Tag-Along Notice (provided, however, that the price payable in any such sale may exceed the price specified in the Tag-Along Notice by up to 5%) within 120 days of the date on which Tag-Along Rights shall have been waived, exercised or expire. (f) The exercise or the non-exercise of the rights of the Tagging Persons to participate in one or more Tag-Along Sales shall not adversely affect their rights to participate in subsequent Tag-Along Sales subject to this Section 4.01. (g) The sale of the Selling Person's Shares in any Tag-Along Sale shall be effected on the same terms and conditions as the sale of any Tagging Person's Shares and no Selling Person shall receive any form of special consideration or control premium in addition to the price payable for the sold Shares. (h) The right of the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders and the Xxxxxxxx Shareholders to participate in a Tag-Along Sale shall terminate at such time as the aggregate number of Shares held by the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders or the Xxxxxxxx Shareholders, as the case may be, is less than 50% of their aggregate Initial Ownership of Common Stock.Along

Rights to Participate in Transfer. (a) If CSH Shareholders (the "Selling Person") propose toSubject to Sections 3.04, directly 3.05, 3.06 and 4.01(h), if any Institutional Securityholder proposes to Transfer any number of any class or indirectly, transfer (series of Company Securities other than transfers of Shares to its Permitted Transferees (i) in a Public Offering, (ii) any such sale shall be referred to any Permitted Transferee of any of the CSH Shareholders or (iii) up to 3% in the aggregate of the securities of such class outstanding on the date of the first transfer of any Shares by any of the CSH Shareholders (such percentageherein as, the "Free Percentage")) shares of Common Stock (a "“Tag-Along Sale",” and any Securityholder proposing to Transfer Company Securities pursuant to a Tag-Along Sale shall be referred to herein as, the “Tag-Along Seller”), each Securityholder other than the Xxxxxxxxxxx Shareholders and/or the Xxxxx Shareholders and/or the Xxxxxxxx Shareholders mayTag-Along Seller (each, an “Eligible Securityholder”) may elect, at their its option, elect to exercise their its rights under this Section 4.01 (each such Shareholder, a "Tagging Person")4.01. In the event of such a proposed transferTransfer, the Selling Person Tag-Along Seller shall provide each Xxxxxxxxxxx Shareholder, each Xxxxx Shareholder and each Xxxxxxxx Shareholder Eligible Securityholder written notice of the material terms and conditions of such proposed transfer ("“Tag-Along Notice"”) and offer each Tagging Person Eligible Securityholder the opportunity to participate in such sale. The Tag-Along Notice shall identify the number and type of shares of Common Stock Company Securities subject to the offer ("“Tag-Along Offer"”), the consideration for cash price at which the transfer Transfer is proposed to be made made, and all other material terms and conditions of the Tag-Along Offer, including the form of the proposed agreement, if any. Each Tagging Person From the date of the receipt of the Tag-Along Notice, each Eligible Securityholder shall have the right (a "“Tag-Along Right"”), exercisable by irrevocable written notice (a "Section 4.01 “Tag-Along Response Notice"”) given to the Tag-Along Seller within 10 15 Business Days from of such Eligible Securityholder’s receipt of the Tag-Along Notice (the "“Tag-Along Notice Period"”), to request that the Tag-Along Seller include in the proposed Transfer (any such Securityholder so requesting, a “Tagging Person”) to participate the number and type of Company Securities held by such Tagging Person as is specified in such notice, provided that, if the aggregate number of Company Securities proposed to be sold by the Tag-Along Seller and all Tagging Persons in such transaction exceeds the number of that series or class of Company Securities that can be sold on the terms and conditions set forth in the Tag-Along Notice, then the Tag-Along Seller and each Tagging Person shall be entitled to include in the Tag-Along Sale only its Tag-Along Portion of such series or class of Company Securities and such additional Company Securities as permitted by Section 4.01(d). Each Tagging Person that exercises its Tag-Along Rights hereunder shall deliver to the Tag-Along Seller, together with its Tag-Along Response Notice, a limited power-of-attorney authorizing the Tag-Along Seller to Transfer such Company Securities on the same terms and conditions as set forth in the Tag-Along Notice and to sell all and, if the Company Securities are certificated, the certificate or any portion of its Tag-Along Portion. If the Tagging Persons exercise their Tag-Along Rights hereunder, each Tagging Person shall deliver at least two business days prior to the date scheduled for the closing of the Tag-Along Sale to the Selling Person for delivery to the prospective transferee one or more certificates, in a proper form for transfer, certificates representing the Shares Company Securities of such Tagging Person to be included in the Transfer. Any such securities so delivered shall be held in trust by the Tag-Along Seller for the benefit of the Tagging Person and shall not be commingled with the assets of the Tag-Along Seller. Delivery of the limited power-of-attorney authorizing the Tag-Along Seller to Transfer such Company Securities and, if the Company Securities are certificated, such certificate or certificates representing the Company Securities to be Transferred, shall constitute an irrevocable acceptance of the Tag-Along Offer by such Tagging Persons. Each Tag-Along Response Notice shall include wire transfer instructions for payment of the purchase price for each class or series of Company Securities to be sold in such Tag-Along Sale. Such certificate The Tagging Persons shall (a) be required (i) to bear their proportionate share of any escrows, holdbacks or certificates that a Tagging Person delivers adjustments in purchase price and any transaction expenses and (ii) to make such customary representations, warranties and covenants and enter into such agreements as are customary for transactions of the Selling Person shall be delivered on the date scheduled for the closing nature of the Tag-Along Sale Offer, in each case on terms no less favorable to the Tagging Persons than those disclosed in the Tag-Along Notice and (b) benefit from all of the same provisions of the definitive agreements as the Tag-Along Seller, it being understood that any liability of any Tagging Person for indemnification or similar post-closing obligations shall not exceed a proportional share of any such transferee liability based on such Tagging Person’s share of the aggregate consideration in consummation of the Tag-Along Sale. Notwithstanding anything to the contrary contained in this Section 4.01, except for the Selling Person's obligation to return to each Tagging Person any certificates representing the Tagging Person's Shares there shall be no liability on the part of the Selling Person to any Shareholder in the event that the proposed Tag-Along Sale is not consummated for whatever reason. Whether a Tag-Along Sale is effected pursuant to this Section 4.01 by the Selling Person is in the sole and absolute discretion of the Selling Person. (b) Concurrently with the consummation of the Tag-Along Sale, the Selling Person shall notify the Tagging Persons thereof, shall remit to the Tagging Persons the total consideration (by bank or certified check) for the Shares of the Tagging Persons transferred pursuant thereto, and shall, promptly after the consummation of such Tag-Along Sale, furnish such other evidence of the completion and time of completion of such transfer and the terms thereof as may be reasonably requested by the Tagging Persons. (c) If at the termination end of the 90-day period after delivery of the Tag-Along Notice Period (which 90-day period shall be extended if any Tagging Person shall not have elected to participate in of the transactions contemplated by the Tag-Along SaleOffer are subject to regulatory approval until the expiration of five Business Days after all such approvals have been received, such Tagging Person will be deemed to have waived its rights under Section 4.01(a) with respect to the transfer but in no event later than 180 days following receipt of its securities pursuant to such Tag-Along Sale. (d) If any Tagging Person declines to exercise its Tag-Along Rights or elects to exercise its Tag-Along Rights with respect to less than such Tagging Person's Tag-Along Portion, the CSH Shareholders shall be entitled to transfer, pursuant to the Tag-Along Offer, a number of Shares held Response Notice by the CSH Shareholders equal to the number of Shares constituting the portion of such Tagging Person's Tag-Along Portion with respect to which Tag-Along Rights were not exercised. (e) The CSH Shareholders and any Tagging Person who exercises the Tag-Along Rights pursuant to this Section 4.01 may consummate Seller), the Tag-Along Sale Seller has not completed the Transfer of all such Company Securities on substantially the same terms and conditions set forth in the Tag-Along Notice (providedNotice, however, that the price payable in any such sale may exceed the price specified in the Tag-Along Notice by up Seller shall (i) return to 5%each Tagging Person the limited power-of-attorney (and all copies thereof) within 120 days of together with all certificates representing the date on which Tag-Along Rights shall have been waived, exercised or expire. (f) The exercise or the non-exercise of the rights of the Company Securities that such Tagging Persons to participate in one or more Tag-Along Sales shall not adversely affect their rights to participate in subsequent Tag-Along Sales subject Person delivered for Transfer pursuant to this Section 4.014.01(a) and (ii) not conduct any Transfer of Company Securities without again complying with this Section. (g) The sale of the Selling Person's Shares in any Tag-Along Sale shall be effected on the same terms and conditions as the sale of any Tagging Person's Shares and no Selling Person shall receive any form of special consideration or control premium in addition to the price payable for the sold Shares. (h) The right of the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders and the Xxxxxxxx Shareholders to participate in a Tag-Along Sale shall terminate at such time as the aggregate number of Shares held by the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders or the Xxxxxxxx Shareholders, as the case may be, is less than 50% of their aggregate Initial Ownership of Common Stock.

Rights to Participate in Transfer. (a) If CSH Shareholders DLJ Entities (the "Selling Person") propose to, directly or indirectly, to transfer (other than transfers of Shares shares of Common Stock (i) in a Public Offering, (ii) to any Permitted Transferee of any of the CSH Shareholders DLJ Entities or (iii) up to 32.5% in the aggregate of the securities of such class outstanding on the date of the first transfer of any Shares shares of Common Stock by any of the CSH Shareholders DLJ Entities (such percentage, the "Free Percentage")) shares of Common Stock ), in a transaction otherwise permitted by Article 3 hereof, (a "Tag-Along Sale"), the Xxxxxxxxxxx Shareholders and/or the Xxxxx Shareholders and/or the Xxxxxxxx Other Shareholders may, at their option, elect to exercise their rights under this Section 4.01 4.1 (each such Shareholder, a "Tagging Person"). In the event of such a proposed transfer, the Selling Person shall provide each Xxxxxxxxxxx Shareholder, each Xxxxx Shareholder and each Xxxxxxxx Other Shareholder written notice of the material terms and conditions of such proposed transfer ("Tag-Along Notice") and offer each Tagging Person the opportunity to participate in such sale. The Tag-Along Notice shall identify the number of shares of Common Stock subject to the offer ("Tag-Along Offer"), the consideration for cash price at which the transfer is proposed to be made made, and all other material terms and conditions of the Tag-Along Offer, including the form of the proposed agreement, if any. Each From the date of the Tag-Along Notice, each Tagging Person shall have the right (a "Tag-Along Right"), exercisable by irrevocable written notice (a "Section 4.01 4.1 Response Notice") given to the Selling Person within 10 5 Business Days from receipt of the Tag-Along Notice (the "Tag-Along Notice Period") ), to participate request that the Selling Person include in the proposed transfer the number of Shares held by such Tagging Person as is specified in such Tag-Along Sale notice; provided that if the aggregate number of Shares proposed to be sold by the Selling Person and all Tagging Persons in such transaction exceeds the number of Shares which can be sold on the same terms and conditions as set forth in the Tag-Along Notice and to sell all or any portion of its Notice, then only the Tag-Along PortionPortion of Shares of the Selling Person and each Tagging Person shall be sold pursuant to the Tag-Along Offer. In the event the DLJ Entities shall propose to transfer a number of Shares in excess of the Free Percentage, the Tag-Along Portion shall be calculated with respect to all of the Shares proposed to be transferred by the DLJ Entities. If the Tagging Persons exercise their Tag-Along Rights hereunder, each Tagging Person shall deliver at least two business days prior to the date scheduled for the closing of the Tag-Along Sale deliver, together with its Section 4.01 Response Notice, to the Selling Person for delivery to the prospective transferee one certificate or more certificates, in a proper form for transfer, certificates representing the Shares of such Tagging Person to be included in the transfer, together with a limited power-of-attorney authorizing the Selling Person to transfer such Shares on the terms set forth in the Tag-Along Notice. It is understood that to the extent the DLJ Entities can do so without affecting the other terms on which the Tag-Along Sale is proposed to be made, the DLJ Entities will seek to exclude from the terms of such Tag-Along Sale any material restrictions on the ability, following such Tag-Along Sale, of any Tagging Person to conduct its business in a manner consistent with past practice. Such Delivery of such certificate or certificates that a Tagging Person delivers representing the Shares to be transferred and the limited power-of-attorney authorizing the Selling Person to transfer such Shares shall be delivered on the date scheduled for the closing constitute an irrevocable acceptance of the Tag-Along Sale to Offer by such transferee Tagging Persons. If, at the end of a 120 day period after such delivery, the Selling Person has not completed the transfer of all such Shares on substantially the same terms and conditions set forth in consummation of the Tag-Along Sale. Notwithstanding anything to the contrary contained in this Section 4.01Notice, except for the Selling Person's obligation to Person shall return to each Tagging Person any the limited power-of-attorney (and all copies thereof) together with all certificates representing the Shares which such Tagging Person's Shares there shall be no liability on the part of the Selling Person to any Shareholder in the event that the proposed Tag-Along Sale is not consummated delivered for whatever reason. Whether a Tag-Along Sale is effected transfer pursuant to this Section 4.01 by the Selling Person is in the sole and absolute discretion of the Selling Person4.1. (b) Concurrently with the consummation of the Tag-Along Sale, the Selling Person shall notify the Tagging Persons thereof, shall remit to the Tagging Persons the total consideration (by bank or certified check) for the Shares of the Tagging Persons transferred pursuant thereto, and shall, promptly after the consummation of such Tag-Along Sale, Sale furnish such other evidence of the completion and time of completion of such transfer and the terms thereof as may be reasonably requested by the Tagging Persons. (c) If at the termination of the Tag-Along Notice Period any Tagging Person shall not have elected to participate in the Tag-Along Sale, such Tagging Person will be deemed to have waived its rights under Section 4.01(a4.1(a) with respect to the transfer of its securities pursuant to such Tag-Along Sale. (d) If any Tagging Person declines to exercise its Tag-Along Rights or elects to exercise its Tag-Along Rights with respect to less than such Tagging Person's Tag-Along Portion, the CSH Shareholders DLJ Entities shall be entitled to transfer, pursuant to the Tag-Along Offer, a number of Shares held by the CSH Shareholders DLJ Entities equal to the number of Shares constituting the portion of such Tagging Person's Tag-Along Portion with respect to which Tag-Along Rights were not exercised. (e) The CSH Shareholders DLJ Entities and any Tagging Person who exercises the Tag-Along Rights pursuant to this Section 4.01 4.1 may consummate sell the Shares subject to the Tag-Along Sale Offer on substantially the same terms and conditions set forth in the Tag-Along Notice (provided, however, that the cash price payable in any such sale may exceed the cash price specified in the Tag-Along Notice by up to 510%) within 120 days of the date on which Tag-Along Rights shall have been waived, exercised or expire. (f) The exercise or the non-exercise of the rights of the Tagging Persons to participate in one or more Tag-Along Sales shall not adversely affect their rights to participate in subsequent Tag-Along Sales subject to this Section 4.01. (g) The sale of the Selling Person's Shares in any Tag-Along Sale shall be effected on the same terms and conditions as the sale of any Tagging Person's Shares and no Selling Person shall receive any form of special consideration or control premium in addition to the price payable for the sold Shares. (h) The right of the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders and the Xxxxxxxx Shareholders to participate in a Tag-Along Sale shall terminate at such time as the aggregate number of Shares held by the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders or the Xxxxxxxx Shareholders, as the case may be, is less than 50% of their aggregate Initial Ownership of Common Stock.

Rights to Participate in Transfer. (a) If CSH Shareholders Subject to Sections 3.04, 3.05, 3.06, 4.01(h) and 4.03, if any Shareholder (the "Selling PersonTAG-ALONG SELLER") propose to, directly or indirectly, transfer (other than transfers of Shares (i) in a Public Offering, (ii) proposes to Transfer any Permitted Transferee number of any class of the CSH Shareholders or (iii) up to 3% in the aggregate of the securities of such class outstanding on the date of the first transfer of any Shares by any of the CSH Shareholders (such percentage, the "Free Percentage")) shares of Common Stock Company Securities (a "TagTAG-Along SaleALONG SALE"), the Xxxxxxxxxxx Shareholders and/or other than the Xxxxx Shareholders and/or the Xxxxxxxx Shareholders mayTag-Along Seller (each, an "ELIGIBLE SHAREHOLDER") may elect, at their option, elect to exercise their rights under this Section 4.01 (each such Shareholder, a "Tagging PersonTAGGING PERSON"), provided that with respect to any such Transfer that is also governed by Section 4.03 hereof, the Shareholders having a right of first refusal under such Section (and the Company) shall have first been afforded the opportunity to acquire any Company Securities to be sold in a Tag-Along Sale in accordance with the provisions of Section 4.03. In the event of such a proposed transferTransfer, the Selling Person shall Tag-Along Seller shall, after such Shareholders and the Company have declined, or are deemed to have declined, to exercise their right of first refusal as provided in Section 4.03, provide each Xxxxxxxxxxx Shareholder, each Xxxxx Shareholder and each Xxxxxxxx Eligible Shareholder written notice of the material terms and conditions of such proposed transfer ("TagTAG-Along NoticeALONG NOTICE") and offer each Tagging Person the opportunity to participate in such sale. The Tag-Along Notice shall identify the number and class of shares of Common Stock Company Securities subject to the offer ("TagTAG-Along OfferALONG OFFER"), the consideration for cash price at which the transfer Transfer is proposed to be made made, and all other material terms and conditions of the Tag-Along Offer, including the form of the proposed agreement, if any. Each From the date of the receipt of the Tag-Along Notice, each Tagging Person shall have the right (a "TagTAG-Along RightALONG RIGHT"), exercisable by irrevocable written notice (a "Section 4.01 Response NoticeTAG-ALONG RESPONSE NOTICE") given to the Tag-Along Seller within 10 15 Business Days from of its receipt of the Tag-Along Notice (the "TAG-ALONG NOTICE PERIOD"), to request that the Tag-Along Notice Period") to participate Seller include in the proposed Transfer the number of Company Securities held by such Tagging Person as is specified in such notice, provided that, if the aggregate number of Company Securities proposed to be sold by the Tag-Along Seller and all Tagging Persons in such transaction exceeds the number of Company Securities that can be sold on the terms and conditions set forth in the Tag-Along Notice, then (i) each Tagging Person shall be entitled to include in the Tag-Along Sale on only its Tag-Along Portion of Company Securities and (ii) the same terms and conditions Tag-Along Seller shall be entitled to include the number of Company Securities proposed to be Transferred by the Tag-Along Seller as set forth in the Tag-Along Notice and (reduced, to sell all or any portion of the extent necessary, so that each Tagging Person shall be able to include its Tag-Along Portion) and such additional Company Securities as permitted by Section 4.01(d). If the Each Tagging Persons exercise their Person that exercises its Tag-Along Rights hereunder, each Tagging Person hereunder shall deliver at least two business days prior to the date scheduled for the closing of the Tag-Along Sale to Seller, together with its Tag-Along Response Notice, the Selling Person for delivery to the prospective transferee one certificate or more certificates, in a proper form for transfer, certificates representing the Shares Company Securities of such Tagging Person to be included in the Transfer, together with a limited power-of-attorney authorizing the Tag-Along Seller to Transfer such Company Securities on the terms set forth in the Tag-Along Notice. Delivery of such certificate or certificates representing the Company Securities to be Transferred and the limited power-of-attorney authorizing the Tag-Along Seller to Transfer such Company Securities shall constitute an irrevocable acceptance of the Tag-Along Offer by such Tagging Persons. Each Tag-Along Response Notice shall include wire transfer instructions for payment of the purchase price for the Company Securities to be sold in such Tag-Along Sale. Such certificate The Tagging Persons shall (a) be required (i) to bear their proportionate share of any escrows, holdbacks or certificates that a Tagging Person delivers adjustments in purchase price and any transaction expenses and (ii) to make such representations, warranties and covenants and enter into such agreements as are customary for transactions of the Selling Person shall be delivered on the date scheduled for the closing nature of the Tag-Along Sale Offer, in each case under the terms of any definitive agreement(s) relating to such transferee Tag-Along Offer and (b) benefit from all of the same provisions of the definitive agreements as the Tag-Along Seller, it being understood that any liability of any Tagging Person for indemnification or similar post-closing obligations shall not exceed the consideration such Tagging Person receives in consummation the Tag-Along Sale and shall not exceed a proportional share of any such liability based on such Tagging Person's share of the aggregate consideration in the Tag-Along Sale. Notwithstanding anything to If, at the contrary contained in this Section 4.01, except for the Selling Person's obligation to return to each Tagging Person any certificates representing the Tagging Person's Shares there end of a 90-day period after such delivery (which 90-day period shall be no liability on the part extended if any of the Selling Person to any Shareholder in transactions contemplated by the event that the proposed Tag-Along Sale is not consummated for whatever reason. Whether a Tag-Along Sale is effected pursuant Offer are subject to this Section 4.01 by regulatory approval until the Selling Person is expiration of five Business Days after all such approvals have been received, but in the sole and absolute discretion of the Selling Person. (b) Concurrently with the consummation no event later than 180 days following receipt of the Tag-Along Sale, the Selling Person shall notify the Tagging Persons thereof, shall remit to the Tagging Persons the total consideration (Response Notice by bank or certified check) for the Shares of the Tagging Persons transferred pursuant thereto, and shall, promptly after the consummation of such Tag-Along Sale, furnish such other evidence of the completion and time of completion of such transfer and the terms thereof as may be reasonably requested by the Tagging Persons. (c) If at the termination of the Tag-Along Notice Period any Tagging Person shall not have elected to participate in Seller), the Tag-Along Sale, Seller has not completed the Transfer of all such Tagging Person will be deemed to have waived its rights under Section 4.01(a) with respect to the transfer of its securities pursuant to such Tag-Along Sale. (d) If any Tagging Person declines to exercise its Tag-Along Rights or elects to exercise its Tag-Along Rights with respect to less than such Tagging Person's Tag-Along Portion, the CSH Shareholders shall be entitled to transfer, pursuant to the Tag-Along Offer, a number of Shares held by the CSH Shareholders equal to the number of Shares constituting the portion of such Tagging Person's Tag-Along Portion with respect to which Tag-Along Rights were not exercised. (e) The CSH Shareholders and any Tagging Person who exercises the Tag-Along Rights pursuant to this Section 4.01 may consummate the Tag-Along Sale Company Securities on substantially the same terms and conditions set forth in the Tag-Along Notice (providedNotice, however, that the price payable in any such sale may exceed the price specified in the Tag-Along Notice by up Seller shall (i) return to 5%each Tagging Person the limited power-of-attorney (and all copies thereof) within 120 days of together with all certificates representing the date on which Tag-Along Rights shall have been waived, exercised or expire. (f) The exercise or the non-exercise of the rights of the Company Securities that such Tagging Persons to participate in one or more Tag-Along Sales shall not adversely affect their rights to participate in subsequent Tag-Along Sales subject Person delivered for Transfer pursuant to this Section 4.014.01(a) and (ii) not conduct any Transfer of Company Securities without again complying with this Section. (g) The sale of the Selling Person's Shares in any Tag-Along Sale shall be effected on the same terms and conditions as the sale of any Tagging Person's Shares and no Selling Person shall receive any form of special consideration or control premium in addition to the price payable for the sold Shares. (h) The right of the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders and the Xxxxxxxx Shareholders to participate in a Tag-Along Sale shall terminate at such time as the aggregate number of Shares held by the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders or the Xxxxxxxx Shareholders, as the case may be, is less than 50% of their aggregate Initial Ownership of Common Stock.

Rights to Participate in Transfer. (a) If CSH Shareholders DLJ Entities (the "Selling PersonSELLING PERSON") propose to, directly or indirectly, to transfer (other than transfers of Shares shares of Common Stock (i) in a Public Offering, (ii) to any Permitted Transferee of any of the CSH Shareholders DLJ Entities or (iii) up to 32.5% in the aggregate of the securities of such class outstanding on the date of the first transfer of any Shares shares of Common Stock by any of the CSH Shareholders DLJ Entities (such percentage, the "Free PercentageFREE PERCENTAGE")) shares of Common Stock ), in a transaction otherwise permitted by Article 3 hereof, (a "TagTAG-Along SaleALONG SALE"), the Xxxxxxxxxxx Shareholders and/or the Xxxxx Shareholders and/or the Xxxxxxxx Other Shareholders may, at their option, elect to exercise their rights under this Section 4.01 (each such Shareholder, a "Tagging PersonTAGGING PERSON"). In the event of such a proposed transfer, the Selling Person shall provide each Xxxxxxxxxxx Shareholder, each Xxxxx Shareholder and each Xxxxxxxx Other Shareholder written notice of the material terms and conditions of such proposed transfer ("TagTAG-Along NoticeALONG NOTICE") and offer each Tagging Person the opportunity to participate in such sale. The Tag-Along Notice shall identify the number of shares of Common Stock subject to the offer ("TagTAG-Along OfferALONG OFFER"), the consideration for cash price at which the transfer is proposed to be made made, and all other material terms and conditions of the Tag-Along Offer, including the form of the proposed agreement, if any. Each From the date of the Tag-Along Notice, each Tagging Person shall have the right (a "TagTAG-Along RightALONG RIGHT"), exercisable by irrevocable written notice (a "Section SECTION 4.01 Response NoticeRESPONSE NOTICE") given within 10 Business Days from receipt of the Tag-Along Notice (the "Tag-Along Notice Period") to participate in such Tag-Along Sale on the same terms and conditions as set forth in the Tag-Along Notice and to sell all or any portion of its Tag-Along Portion. If the Tagging Persons exercise their Tag-Along Rights hereunder, each Tagging Person shall deliver at least two business days prior to the date scheduled for the closing of the Tag-Along Sale to the Selling Person for delivery within 5 Business Days (the "TAG-ALONG NOTICE PERIOD"), to the prospective transferee one or more certificates, in a proper form for transfer, representing the Shares of such Tagging Person to be included in the Tag-Along Sale. Such certificate or certificates request that a Tagging Person delivers to the Selling Person shall be delivered on the date scheduled for the closing of the Tag-Along Sale to such transferee in consummation of the Tag-Along Sale. Notwithstanding anything to the contrary contained in this Section 4.01, except for the Selling Person's obligation to return to each Tagging Person any certificates representing the Tagging Person's Shares there shall be no liability on the part of the Selling Person to any Shareholder include in the event that proposed transfer the proposed Tag-Along Sale is not consummated for whatever reason. Whether a Tag-Along Sale is effected pursuant to this Section 4.01 by the Selling Person is in the sole and absolute discretion of the Selling Person. (b) Concurrently with the consummation of the Tag-Along Sale, the Selling Person shall notify the Tagging Persons thereof, shall remit to the Tagging Persons the total consideration (by bank or certified check) for the Shares of the Tagging Persons transferred pursuant thereto, and shall, promptly after the consummation of such Tag-Along Sale, furnish such other evidence of the completion and time of completion of such transfer and the terms thereof as may be reasonably requested by the Tagging Persons. (c) If at the termination of the Tag-Along Notice Period any Tagging Person shall not have elected to participate in the Tag-Along Sale, such Tagging Person will be deemed to have waived its rights under Section 4.01(a) with respect to the transfer of its securities pursuant to such Tag-Along Sale. (d) If any Tagging Person declines to exercise its Tag-Along Rights or elects to exercise its Tag-Along Rights with respect to less than such Tagging Person's Tag-Along Portion, the CSH Shareholders shall be entitled to transfer, pursuant to the Tag-Along Offer, a number of Shares held by such Tagging Person as is specified in such notice; provided that if the CSH Shareholders equal aggregate number of Shares proposed to be sold by the Selling Person and all Tagging Persons in such transaction exceeds the number of Shares constituting which can be sold on the portion of such Tagging Person's Tag-Along Portion with respect to which Tag-Along Rights were not exercised. (e) The CSH Shareholders and any Tagging Person who exercises the Tag-Along Rights pursuant to this Section 4.01 may consummate the Tag-Along Sale on substantially the same terms and conditions set forth in the Tag-Along Notice (providedNotice, however, that the price payable in any such sale may exceed the price specified in then only the Tag-Along Notice by up to 5%) within 120 days Portion of Shares of the date on which Selling Person and each Tagging Person shall be sold pursuant to the Tag-Along Rights Offer. In the event the DLJ Entities shall have been waived, exercised or expire. (f) The exercise or the non-exercise of the rights of the Tagging Persons propose to participate in one or more Tag-Along Sales shall not adversely affect their rights to participate in subsequent Tag-Along Sales subject to this Section 4.01. (g) The sale of the Selling Person's Shares in any Tag-Along Sale shall be effected on the same terms and conditions as the sale of any Tagging Person's Shares and no Selling Person shall receive any form of special consideration or control premium in addition to the price payable for the sold Shares. (h) The right of the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders and the Xxxxxxxx Shareholders to participate in transfer a Tag-Along Sale shall terminate at such time as the aggregate number of Shares held by in excess of the Xxxxxxxxxxx ShareholdersFree Percentage, the Xxxxx Shareholders or the Xxxxxxxx Shareholders, as the case may be, is less than 50% Tag- Along Portion shall be calculated with respect to all of their aggregate Initial Ownership of Common Stock.the

Rights to Participate in Transfer. (a) If CSH Shareholders DLJ Entities (the "Selling Person") propose to, directly or indirectly, to transfer (other than transfers of Shares shares of Common Stock (i) in a Public Offering, (ii) to any Permitted Transferee of any of the CSH Shareholders DLJ Entities or (iii) up to 32.5% in the aggregate of the securities of such class outstanding on the date of the first transfer of any Shares shares of Common Stock by any of the CSH Shareholders DLJ Entities (such percentage, the "Free Percentage")) shares of Common Stock ), in a transaction otherwise permitted by Article 3 hereof, (a "Tag-Along Sale"), the Xxxxxxxxxxx Shareholders and/or the Xxxxx Shareholders and/or the Xxxxxxxx Other Shareholders may, at their option, elect to exercise their rights under this Section 4.01 (each such Shareholder, a "Tagging Person"). In the event of such a proposed transfer, the Selling Person shall provide each Xxxxxxxxxxx Shareholder, each Xxxxx Shareholder and each Xxxxxxxx Other Shareholder written notice of the material terms and conditions of such proposed transfer ("Tag-Along Notice") and offer each Tagging Person the opportunity to participate in such sale. The Tag-Along Notice shall identify the number of shares of Common Stock subject to the offer ("Tag-Along Offer"), the consideration for cash price at which the transfer is proposed to be made made, and all other material terms and conditions of the Tag-Along Offer, including the form of the proposed agreement, if any. Each From the date of the Tag-Along Notice, each Tagging Person shall have the right (a "Tag-Along Right"), exercisable by irrevocable written notice (a "Section 4.01 Response Notice") given to the Selling Person within 10 5 Business Days from receipt of the Tag-Along Notice (the "Tag-Along Notice Period") ), to participate request that the Selling Person include in the proposed transfer the number of Shares held by such Tagging Person as is specified in such Tag-Along Sale notice; provided that if the aggregate number of Shares proposed to be sold by the Selling Person and all Tagging Persons in such transaction exceeds the number of Shares which can be sold on the same terms and conditions as set forth in the Tag-Along Notice and to sell all or any portion of its Notice, then only the Tag-Along PortionPortion of Shares of the Selling Person and each Tagging Person shall be sold pursuant to the Tag-Along Offer. In the event the DLJ Entities shall propose to transfer a number of Shares in excess of the Free Percentage, the Tag-Along Portion shall be calculated with respect to all of the Shares proposed to be transferred by the DLJ Entities. If the Tagging Persons exercise their Tag-Along Rights hereunder, each Tagging Person shall deliver at least two business days prior to the date scheduled for the closing of the Tag-Along Sale deliver, together with its Section 4.01 Response Notice, to the Selling Person for delivery to the prospective transferee one certificate or more certificates, in a proper form for transfer, certificates representing the Shares of such Tagging Person to be included in the transfer, together with a limited power-of-attorney authorizing the Selling Person to transfer such Shares on the terms set forth in the Tag-Along Notice. It is understood that to the extent the DLJ Entities can do so without affecting the other terms on which the Tag-Along Sale is proposed to be made, the DLJ Entities will seek to exclude from the terms of such Tag-Along Sale any material restrictions on the ability, following such Tag-Along Sale, of any Tagging Person to conduct its business in a manner consistent with past practice. Such Delivery of such certificate or certificates that a Tagging Person delivers representing the Shares to be transferred and the limited power-of-attorney authorizing the Selling Person to transfer such Shares shall be delivered on the date scheduled for the closing constitute an irrevocable acceptance of the Tag-Along Sale to Offer by such transferee Tagging Persons. If, at the end of a 120 day period after such delivery, the Selling Person has not completed the transfer of all such Shares on substantially the same terms and conditions set forth in consummation of the Tag-Along Sale. Notwithstanding anything to the contrary contained in this Section 4.01Notice, except for the Selling Person's obligation to Person shall return to each Tagging Person any the limited power-of-attorney (and all copies thereof) together with all certificates representing the Shares which such Tagging Person's Shares there shall be no liability on the part of the Selling Person to any Shareholder in the event that the proposed Tag-Along Sale is not consummated delivered for whatever reason. Whether a Tag-Along Sale is effected transfer pursuant to this Section 4.01 by the Selling Person is in the sole and absolute discretion of the Selling Person4.01. (b) Concurrently with the consummation of the Tag-Along Sale, the Selling Person shall notify the Tagging Persons thereof, shall remit to the Tagging Persons the total consideration (by bank or certified check) for the Shares of the Tagging Persons transferred pursuant thereto, and shall, promptly after the consummation of such Tag-Along Sale, Sale furnish such other evidence of the completion and time of completion of such transfer and the terms thereof as may be reasonably requested by the Tagging Persons. (c) If at the termination of the Tag-Along Notice Period any Tagging Person shall not have elected to participate in the Tag-Along Sale, such Tagging Person will be deemed to have waived its rights under Section 4.01(a) with respect to the transfer of its securities pursuant to such Tag-Along Sale. (d) If any Tagging Person declines to exercise its Tag-Along Rights or elects to exercise its Tag-Along Rights with respect to less than such Tagging Person's Tag-Along Portion, the CSH Shareholders DLJ Entities shall be entitled to transfer, pursuant to the Tag-Along Offer, a number of Shares held by the CSH Shareholders DLJ Entities equal to the number of Shares constituting the portion of such Tagging Person's Tag-Along Portion with respect to which Tag-Along Rights were not exercised. (e) The CSH Shareholders DLJ Entities and any Tagging Person who exercises the Tag-Along Rights pursuant to this Section 4.01 may consummate sell the Shares subject to the Tag-Along Sale Offer on substantially the same terms and conditions set forth in the Tag-Along Notice (provided, however, that the cash price payable in any such sale may exceed the cash price specified in the Tag-Along Notice by up to 510%) within 120 days of the date on which Tag-Along Rights shall have been waived, exercised or expire. (f) The exercise or the non-exercise of the rights of the Tagging Persons to participate in one or more Tag-Along Sales shall not adversely affect their rights to participate in subsequent Tag-Along Sales subject to this Section 4.01. (g) The sale of the Selling Person's Shares in any Tag-Along Sale shall be effected on the same terms and conditions as the sale of any Tagging Person's Shares and no Selling Person shall receive any form of special consideration or control premium in addition to the price payable for the sold Shares. (h) The right of the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders and the Xxxxxxxx Shareholders to participate in a Tag-Along Sale shall terminate at such time as the aggregate number of Shares held by the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders or the Xxxxxxxx Shareholders, as the case may be, is less than 50% of their aggregate Initial Ownership of Common Stock.

Rights to Participate in Transfer. (a) If CSH Shareholders (the "Selling Person") propose toSubject to Sections 3.03, directly 3.04, 3.05, 3.06 and 4.01(h), if any Shareholder or indirectly, transfer (other than transfers group of Shares (i) in a Public Offering, (ii) to any Permitted Transferee of any of the CSH Shareholders or (iii) up to 3% in the aggregate of the securities of such class outstanding on the date of the first transfer of any Shares by any of the CSH Shareholders (such percentageShareholder or group of Shareholders, the "Free Percentage")“Tag-Along Seller”) shares proposes to Transfer any number of Common Stock Ordinary Shares (a "“Tag-Along Sale"”), the Xxxxxxxxxxx Shareholders and/or other than the Xxxxx Shareholders and/or the Xxxxxxxx Shareholders mayTag-Along Seller (each, an “Eligible Shareholder”) may elect, at their option, elect to exercise their rights under this Section 4.01 (each such Shareholder, a "“Tagging Person"”). In the event of such a proposed transferTransfer, the Selling Person Tag-Along Seller shall provide each Xxxxxxxxxxx Shareholder, each Xxxxx Shareholder and each Xxxxxxxx Eligible Shareholder written notice of the material terms and conditions of such proposed transfer ("“Tag-Along Notice"”) and offer each Tagging Person the opportunity to participate in such sale. The Tag-Along Notice shall identify the number of shares of Common Stock Ordinary Shares subject to the offer ("“Tag-Along Offer"”), the consideration for cash price at which the transfer Transfer is proposed to be made made, and all other material terms and conditions of the Tag-Along Offer, including the form of the proposed agreement, if any. Each From the date of the receipt of the Tag-Along Notice, each Tagging Person shall have the right (a "“Tag-Along Right"”), exercisable by irrevocable written notice (a "Section 4.01 “Tag-Along Response Notice"”) given to the Tag-Along Seller within 10 seven Business Days from after its receipt of the Tag-Along Notice (the "“Tag-Along Notice Period") ”), to participate request that the Tag-Along Seller include in the proposed Transfer the number of Ordinary Shares held by such Tagging Person as is specified in such notice, provided that, if the aggregate number of Ordinary Shares proposed to be sold by the Tag-Along Seller and all Tagging Persons in such transaction exceeds the number of Ordinary Shares that can be sold on the terms and conditions set forth in the Tag-Along Notice, then (i) each Tagging Person shall be entitled to include in the Tag-Along Sale on only its Tag-Along Portion of Ordinary Shares and (ii) the same terms and conditions Tag-Along Seller shall be entitled to include the number of Ordinary Shares proposed to be Transferred by the Tag-Along Seller as set forth in the Tag-Along Notice and (reduced, to sell all or any portion of the extent necessary, so that each Tagging Person shall be able to include its Tag-Along Portion) and such additional Ordinary Shares as permitted by Section 4.01(d). If the Each Tagging Persons exercise their Person that exercises its Tag-Along Rights hereunder, each Tagging Person hereunder shall deliver at least two business days prior to the date scheduled for the closing of the Tag-Along Sale to Seller, together with its Tag-Along Response Notice, the Selling Person for delivery to the prospective transferee one certificate or more certificates, in a proper form for transfer, certificates representing the Ordinary Shares of such Tagging Person to be included in the Transfer, together with a limited power-of-attorney authorizing the Tag-Along Seller to Transfer such Ordinary Shares on the terms set forth in the Tag-Along Notice. Delivery of such certificate or certificates representing the Ordinary Shares to be Transferred and the limited power-of-attorney authorizing the Tag-Along Seller to Transfer such Ordinary Shares shall constitute an irrevocable acceptance of the Tag-Along Offer by such Tagging Persons. Each Tag-Along Response Notice shall include wire transfer instructions for payment of the purchase price for the Ordinary Shares to be sold in such Tag-Along Sale. Such certificate The Tagging Persons shall (a) be required (i) to bear their proportionate share of any escrows, holdbacks or certificates that a Tagging Person delivers adjustments in purchase price and any transaction expenses and (ii) to make such representations, warranties and covenants and enter into such agreements as are customary for transactions of the Selling Person shall be delivered on the date scheduled for the closing nature of the Tag-Along Sale Offer, in each case under the terms of any definitive agreement(s) relating to such transferee Tag-Along Offer and (b) benefit from all of the same provisions of the definitive agreements as the Tag-Along Seller, it being understood that any liability of any Tagging Person for indemnification or similar post-closing obligations shall not exceed the consideration such Tagging Person receives in consummation the Tag-Along Sale and shall not exceed a proportional share of any such liability based on such Tagging Person’s share of the aggregate consideration in the Tag-Along Sale. Notwithstanding anything to If, at the contrary contained in this Section 4.01, except for the Selling Person's obligation to return to each Tagging Person any certificates representing the Tagging Person's Shares there end of a 90-day period after such delivery (which 90-day period shall be no liability on the part extended if any of the Selling Person to any Shareholder in transactions contemplated by the event that the proposed Tag-Along Sale is not consummated for whatever reason. Whether a Tag-Along Sale is effected pursuant Offer are subject to this Section 4.01 by regulatory approval until the Selling Person is expiration of five Business Days after all such approvals have been received, but in the sole and absolute discretion of the Selling Person. (b) Concurrently with the consummation no event later than 180 days following receipt of the Tag-Along Sale, the Selling Person shall notify the Tagging Persons thereof, shall remit to the Tagging Persons the total consideration (Response Notice by bank or certified check) for the Shares of the Tagging Persons transferred pursuant thereto, and shall, promptly after the consummation of such Tag-Along Sale, furnish such other evidence of the completion and time of completion of such transfer and the terms thereof as may be reasonably requested by the Tagging Persons. (c) If at the termination of the Tag-Along Notice Period any Tagging Person shall not have elected to participate in Seller), the Tag-Along Sale, Seller has not completed the Transfer of all such Tagging Person will be deemed to have waived its rights under Section 4.01(a) with respect to the transfer of its securities pursuant to such Tag-Along Sale. (d) If any Tagging Person declines to exercise its Tag-Along Rights or elects to exercise its Tag-Along Rights with respect to less than such Tagging Person's Tag-Along Portion, the CSH Shareholders shall be entitled to transfer, pursuant to the Tag-Along Offer, a number of Ordinary Shares held by the CSH Shareholders equal to the number of Shares constituting the portion of such Tagging Person's Tag-Along Portion with respect to which Tag-Along Rights were not exercised. (e) The CSH Shareholders and any Tagging Person who exercises the Tag-Along Rights pursuant to this Section 4.01 may consummate the Tag-Along Sale on substantially the same terms and conditions set forth in the Tag-Along Notice (providedNotice, however, that the price payable in any such sale may exceed the price specified in the Tag-Along Notice by up Seller shall (i) return to 5%each Tagging Person the limited power-of-attorney (and all copies thereof) within 120 days of together with all certificates representing the date on which Tag-Along Rights shall have been waived, exercised or expire. (f) The exercise or the non-exercise of the rights of the Ordinary Shares that such Tagging Persons to participate in one or more Tag-Along Sales shall not adversely affect their rights to participate in subsequent Tag-Along Sales subject Person delivered for Transfer pursuant to this Section 4.014.01(a) and (ii) not conduct any Transfer of Ordinary Shares without again complying with this Section. (g) The sale of the Selling Person's Shares in any Tag-Along Sale shall be effected on the same terms and conditions as the sale of any Tagging Person's Shares and no Selling Person shall receive any form of special consideration or control premium in addition to the price payable for the sold Shares. (h) The right of the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders and the Xxxxxxxx Shareholders to participate in a Tag-Along Sale shall terminate at such time as the aggregate number of Shares held by the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders or the Xxxxxxxx Shareholders, as the case may be, is less than 50% of their aggregate Initial Ownership of Common Stock.

Rights to Participate in Transfer. (a) a If CSH Shareholders the DLJ Entities (the "Selling PersonSELLING PERSON") propose to, directly or indirectly, to transfer (other than transfers of Common Shares (i) in a Public Offering, Offering or (ii) to any Permitted Transferee of any of the CSH Shareholders DLJ Entities) a number of Company Securities equal to or (iii) up to 3exceeding 20% in the aggregate of the securities Aggregate Ownership of such class outstanding the DLJ Entities in a single transaction or in a series of related transactions on the date of the first transfer of any Shares by any of the CSH Shareholders (such percentage, the "Free Percentage")) shares of Common Stock proposed sale (a "TagTAG-Along SaleALONG SALE"), the Xxxxxxxxxxx Shareholders and/or the Xxxxx Shareholders and/or the Xxxxxxxx Shareholders Other Stockholders may, at their option, elect to exercise their rights under this Section 4.01 (each such ShareholderStockholder, a "Tagging PersonTAGGING PERSON"). In the event of such a proposed transfer, the Selling Person shall provide each Xxxxxxxxxxx Shareholder, each Xxxxx Shareholder and each Xxxxxxxx Shareholder Other Stockholder written notice of the material terms and conditions of such proposed transfer ("TagTAG-Along NoticeALONG NOTICE") and offer each Tagging Person the opportunity to participate in such sale. The Tag-Along Notice shall identify the number and type of shares of Common Stock Company Securities subject to the offer ("TagTAG-Along OfferALONG OFFER"), the consideration for cash price at which the transfer is proposed to be made made, and all other material terms and conditions of the Tag-Along Offer. Each Tagging Person shall have the right (a "TagTAG-Along RightALONG RIGHT"), exercisable by irrevocable written notice (a "Section SECTION 4.01 Response NoticeRESPONSE NOTICE") given to the Selling Person within 10 Business Days from of the date of receipt of the Tag-Along Notice by such Tagging Person (the "TagTAG-Along Notice PeriodALONG NOTICE PERIOD") ), to participate request that the Selling Person include in the proposed transfer the number and type of Company Securities held by such Tagging Person as is specified in such Tag-Along Sale notice; PROVIDED that if the aggregate number of Company Securities proposed to be sold by the Selling Person and all Tagging Persons in such transaction exceeds the number of Company Securities which can be sold on the same terms and conditions as set forth in the Tag-Along Notice Notice, then only the Tag-Along Portion of the Company Securities of each Tagging Person shall be sold pursuant to the Tag-Along Offer and to the Selling Person shall sell all or any portion of its Tag-Along PortionPortion of the Company Securities and such additional Company Securities as permitted by Section 4.01(d). If the Tagging Persons exercise their Tag-Along Rights hereunder, each Each Tagging Person shall deliver at least two business days prior to the date scheduled for the closing of the Tag-Along Sale to the Selling Person for delivery to Person, together with its Section 4.01 Response Notice, the prospective transferee one certificate or more certificates, in a proper form for transfer, certificates representing the Shares Company Securities of such Tagging Person to be included in the transfer, together with a limited power-of-attorney authorizing the Selling Person to transfer such Company Securities on the terms set forth in the Tag-Along SaleNotice. Such Delivery of such certificate or certificates that a Tagging Person delivers representing the Company Securities to be transferred and the limited power-of-attorney authorizing the Selling Person to transfer such Company Securities shall be delivered on the date scheduled for the closing constitute an irrevocable acceptance of the Tag-Along Sale to Offer by such transferee in consummation Tagging Persons. If, at the end of the Tag-Along Sale. Notwithstanding anything to the contrary contained in this Section 4.01, except for the Selling Person's obligation to return to each Tagging Person any certificates representing the Tagging Person's Shares there shall be no liability on the part of the Selling Person to any Shareholder in the event that the proposed Tag-Along Sale is not consummated for whatever reason. Whether a Tag-Along Sale is effected pursuant to this Section 4.01 by the Selling Person is in the sole and absolute discretion of the Selling Person. (b) Concurrently with the consummation of the Tag-Along Sale120 day period after such delivery, the Selling Person shall notify the Tagging Persons thereof, shall remit to the Tagging Persons the total consideration (by bank or certified check) for the Shares of the Tagging Persons transferred pursuant thereto, and shall, promptly after the consummation of such Tag-Along Sale, furnish such other evidence of the completion and time of completion of such transfer and the terms thereof as may be reasonably requested by the Tagging Persons. (c) If at the termination of the Tag-Along Notice Period any Tagging Person shall has not have elected to participate in the Tag-Along Sale, such Tagging Person will be deemed to have waived its rights under Section 4.01(a) with respect to completed the transfer of its securities pursuant to such Tag-Along Sale. (d) If any Tagging Person declines to exercise its Tag-Along Rights or elects to exercise its Tag-Along Rights with respect to less than such Tagging Person's Tag-Along Portion, the CSH Shareholders shall be entitled to transfer, pursuant to the Tag-Along Offer, a number of Shares held by the CSH Shareholders equal to the number of Shares constituting the portion all of such Tagging Person's Tag-Along Portion with respect to which Tag-Along Rights were not exercised. (e) The CSH Shareholders and any Tagging Person who exercises the Tag-Along Rights pursuant to this Section 4.01 may consummate the Tag-Along Sale Company Securities on substantially the same terms and conditions set forth in the Tag-Along Notice Notice, the Selling Person shall return to each Tagging Person the limited power-of-attorney (provided, however, that and all copies thereof) together with certificates representing the price payable in any unsold Company Securities which such sale may exceed the price specified in the Tag-Along Notice by up to 5%) within 120 days of the date on which Tag-Along Rights shall have been waived, exercised or expire. (f) The exercise or the non-exercise of the rights of the Tagging Persons to participate in one or more Tag-Along Sales shall not adversely affect their rights to participate in subsequent Tag-Along Sales subject Person delivered for transfer pursuant to this Section 4.01. (g) The sale of the Selling Person's Shares in any Tag-Along Sale shall be effected on the same terms and conditions as the sale of any Tagging Person's Shares and no Selling Person shall receive any form of special consideration or control premium in addition to the price payable for the sold Shares. (h) The right of the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders and the Xxxxxxxx Shareholders to participate in a Tag-Along Sale shall terminate at such time as the aggregate number of Shares held by the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders or the Xxxxxxxx Shareholders, as the case may be, is less than 50% of their aggregate Initial Ownership of Common Stock.

Rights to Participate in Transfer. (a) If CSH Shareholders (the "Selling Person"Subject to Sections 3.04, 3.05, 3.06, 4.01(h) propose toand 4.03, directly or indirectly, transfer (other than transfers of Shares if (i) in a Public Offering, any Institutional Securityholder proposes to Transfer any number of any class or series of Eligible Securities other than to its Permitted Transferees or (ii) any Other Securityholder proposes to sell Eligible Securities to a Third Party pursuant to Section 4.03 (any Permitted Transferee of any of the CSH Shareholders or sale pursuant to clauses (iiii) up and (ii) shall be referred to 3% in the aggregate of the securities of such class outstanding on the date of the first transfer of any Shares by any of the CSH Shareholders (such percentageherein as, the "Free Percentage")) shares of Common Stock (a "“Tag-Along Sale",” and any Securityholder proposing to Transfer Eligible Securities pursuant to a Tag-Along Sale shall be referred to herein as, the “Tag-Along Seller”), each Securityholder other than the Xxxxxxxxxxx Shareholders and/or the Xxxxx Shareholders and/or the Xxxxxxxx Shareholders mayTag-Along Seller (each, an “Eligible Securityholder”) may elect, at their its option, elect to exercise their its rights under this Section 4.01 (each 4.01, provided that with respect to any such ShareholderTransfer that is also governed by Section 4.03 hereof, the Company and the Securityholders having a "Tagging Person")right of first refusal under such Section shall have first been afforded the opportunity to acquire any Eligible Securities to be sold in a Tag-Along Sale in accordance with the provisions of Section 4.03. In the event of such a proposed transferTransfer, the Selling Person shall Tag-Along Seller shall, after such Securityholders and the Company have declined, or are deemed to have declined, to exercise their right of first refusal as provided in Section 4.03, provide each Xxxxxxxxxxx Shareholder, each Xxxxx Shareholder and each Xxxxxxxx Shareholder Eligible Securityholder written notice of the material terms and conditions of such proposed transfer ("“Tag-Along Notice"”) and offer each Tagging Person Eligible Securityholder the opportunity to participate in such sale. The Tag-Along Notice shall identify the number and type of shares of Common Stock Eligible Securities subject to the offer ("“Tag-Along Offer"”), the consideration for cash price at which the transfer Transfer is proposed to be made made, and all other material terms and conditions of the Tag-Along Offer, including the form of the proposed agreement, if any. Each Tagging Person From the date of the receipt of the Tag-Along Notice, each Eligible Securityholder shall have the right (a "“Tag-Along Right"”), exercisable by irrevocable written notice (a "Section 4.01 “Tag-Along Response Notice"”) given to the Tag-Along Seller within 10 15 Business Days from of such Eligible Securityholder’s receipt of the Tag-Along Notice (the "“Tag-Along Notice Period"”), to request that the Tag-Along Seller include in the proposed Transfer (any such Securityholder so requesting, a “Tagging Person”) to participate the number and type of Eligible Securities held by such Tagging Person as is specified in such notice, provided that, if the aggregate number of Eligible Securities proposed to be sold by the Tag-Along Seller and all Tagging Persons in such transaction exceeds the number of that series or class of Eligible Securities that can be sold on the terms and conditions set forth in the Tag-Along Notice, then the Tagging Seller and each Tagging Person shall be entitled to include in the Tag-Along Sale only its Tag-Along Portion of such series or class of Eligible Securities and such additional Eligible Securities as permitted by Section 4.01(d). Each Tagging Person that exercises its Tag-Along Rights hereunder shall deliver to the Tag-Along Seller, together with its Tag-Along Response Notice, a limited power-of-attorney authorizing the Tag-Along Seller to Transfer such Eligible Securities on the same terms and conditions as set forth in the Tag-Along Notice and to sell all and, if the Eligible Securities are certificated, the certificate or any portion of its Tag-Along Portion. If the Tagging Persons exercise their Tag-Along Rights hereunder, each Tagging Person shall deliver at least two business days prior to the date scheduled for the closing of the Tag-Along Sale to the Selling Person for delivery to the prospective transferee one or more certificates, in a proper form for transfer, certificates representing the Shares Eligible Securities of such Tagging Person to be included in the Transfer. Any such securities so delivered shall be held in trust by the Tag-Along Seller for the benefit of the Tagging Person and shall not be commingled with the assets of the Tag-Along Seller. Delivery of the limited power-of-attorney authorizing the Tag-Along Seller to Transfer such Eligible Securities and, if the Eligible Securities are certificated, such certificate or certificates representing the Eligible Securities to be Transferred, shall constitute an irrevocable acceptance of the Tag-Along Offer by such Tagging Persons. Each Tag-Along Response Notice shall include wire transfer instructions for payment of the purchase price for each class or series of Eligible Securities to be sold in such Tag-Along Sale. Such certificate The Tagging Persons shall (a) be required (i) to bear their proportionate share of any escrows, holdbacks or certificates that a Tagging Person delivers adjustments in purchase price and any transaction expenses and (ii) to make such customary representations, warranties and covenants and enter into such agreements as are customary for transactions of the Selling Person shall be delivered on the date scheduled for the closing nature of the Tag-Along Sale Offer, in each case on terms no less favorable to the Tagging Persons than those disclosed in the Tag-Along Notice and (b) benefit from all of the same provisions of the definitive agreements as the Tag-Along Seller, it being understood that any liability of any Tagging Person for indemnification or similar post-closing obligations shall not exceed a proportional share of any such transferee liability based on such Tagging Person’s share of the aggregate consideration in consummation of the Tag-Along Sale. Notwithstanding anything to the contrary contained in this Section 4.01, except for the Selling Person's obligation to return to each Tagging Person any certificates representing the Tagging Person's Shares there shall be no liability on the part of the Selling Person to any Shareholder in the event that the proposed Tag-Along Sale is not consummated for whatever reason. Whether a Tag-Along Sale is effected pursuant to this Section 4.01 by the Selling Person is in the sole and absolute discretion of the Selling Person. (b) Concurrently with the consummation of the Tag-Along Sale, the Selling Person shall notify the Tagging Persons thereof, shall remit to the Tagging Persons the total consideration (by bank or certified check) for the Shares of the Tagging Persons transferred pursuant thereto, and shall, promptly after the consummation of such Tag-Along Sale, furnish such other evidence of the completion and time of completion of such transfer and the terms thereof as may be reasonably requested by the Tagging Persons. (c) If at the termination end of the 90-day period after delivery of the Tag-Along Notice Period (which 90-day period shall be extended if any Tagging Person shall not have elected to participate in of the transactions contemplated by the Tag-Along SaleOffer are subject to regulatory approval until the expiration of five Business Days after all such approvals have been received, such Tagging Person will be deemed to have waived its rights under Section 4.01(a) with respect to the transfer but in no event later than 180 days following receipt of its securities pursuant to such Tag-Along Sale. (d) If any Tagging Person declines to exercise its Tag-Along Rights or elects to exercise its Tag-Along Rights with respect to less than such Tagging Person's Tag-Along Portion, the CSH Shareholders shall be entitled to transfer, pursuant to the Tag-Along Offer, a number of Shares held Response Notice by the CSH Shareholders equal to the number of Shares constituting the portion of such Tagging Person's Tag-Along Portion with respect to which Tag-Along Rights were not exercised. (e) The CSH Shareholders and any Tagging Person who exercises the Tag-Along Rights pursuant to this Section 4.01 may consummate Seller), the Tag-Along Sale Seller has not completed the Transfer of all such Eligible Securities on substantially the same terms and conditions set forth in the Tag-Along Notice (providedNotice, however, that the price payable in any such sale may exceed the price specified in the Tag-Along Notice by up Seller shall (i) return to 5%each Tagging Person the limited power-of-attorney (and all copies thereof) within 120 days of together with all certificates representing the date on which Tag-Along Rights shall have been waived, exercised or expire. (f) The exercise or the non-exercise of the rights of the Eligible Securities that such Tagging Persons to participate in one or more Tag-Along Sales shall not adversely affect their rights to participate in subsequent Tag-Along Sales subject Person delivered for Transfer pursuant to this Section 4.014.01(a) and (ii) not conduct any Transfer of Eligible Securities without again complying with this Section. (g) The sale of the Selling Person's Shares in any Tag-Along Sale shall be effected on the same terms and conditions as the sale of any Tagging Person's Shares and no Selling Person shall receive any form of special consideration or control premium in addition to the price payable for the sold Shares. (h) The right of the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders and the Xxxxxxxx Shareholders to participate in a Tag-Along Sale shall terminate at such time as the aggregate number of Shares held by the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders or the Xxxxxxxx Shareholders, as the case may be, is less than 50% of their aggregate Initial Ownership of Common Stock.

Rights to Participate in Transfer. (a) If CSH Shareholders (the "Selling Person") propose toSubject to Sections 3.03, directly 3.04, 3.06 and 4.01(h), if any Shareholder or indirectly, transfer (other than transfers group of Shares (i) in a Public Offering, (ii) to any Permitted Transferee of any of the CSH Shareholders or (iii) up to 3% in the aggregate of the securities of such class outstanding on the date of the first transfer of any Shares by any of the CSH Shareholders (such percentageShareholder or group of Shareholders, the "Free Percentage")“Tag-Along Seller”) shares proposes to Transfer any number of Common Stock Ordinary Shares (a "“Tag-Along Sale"”), the Xxxxxxxxxxx Shareholders and/or other than the Xxxxx Shareholders and/or the Xxxxxxxx Shareholders mayTag-Along Seller (each, an “Eligible Shareholder”) may elect, at their option, elect to exercise their rights under this Section 4.01 (each such Shareholder, a "“Tagging Person"”). In the event of such a proposed transferTransfer, the Selling Person Tag-Along Seller shall provide each Xxxxxxxxxxx Shareholder, each Xxxxx Shareholder and each Xxxxxxxx Eligible Shareholder written notice of the material terms and conditions of such proposed transfer ("“Tag-Along Notice"”) and offer each Tagging Person the opportunity to participate in such sale. The Tag-Along Notice shall identify the number of shares of Common Stock Ordinary Shares subject to the offer ("“Tag-Along Offer"”), the consideration for cash price at which the transfer Transfer is proposed to be made made, and all other material terms and conditions of the Tag-Along Offer, including the form of the proposed agreement, if any. Each From the date of the receipt of the Tag-Along Notice, each Tagging Person shall have the right (a "“Tag-Along Right"”), exercisable by irrevocable written notice (a "Section 4.01 “Tag-Along Response Notice"”) given to the Tag-Along Seller within 10 seven Business Days from after its receipt of the Tag-Along Notice (the "“Tag-Along Notice Period") ”), to participate request that the Tag-Along Seller include in the proposed Transfer the number of Ordinary Shares held by such Tagging Person as is specified in such notice, provided that, if the aggregate number of Ordinary Shares proposed to be sold by the Tag-Along Seller and all Tagging Persons in such transaction exceeds the number of Ordinary Shares that can be sold on the terms and conditions set forth in the Tag-Along Notice, then (i) each Tagging Person shall be entitled to include in the Tag-Along Sale on only its Tag-Along Portion of Ordinary Shares and (ii) the same terms and conditions Tag-Along Seller shall be entitled to include the number of Ordinary Shares proposed to be Transferred by the Tag-Along Seller as set forth in the Tag-Along Notice and (reduced, to sell all or any portion of the extent necessary, so that each Tagging Person shall be able to include its Tag-Along Portion) and such additional Ordinary Shares as permitted by Section 4.01(d). If the Each Tagging Persons exercise their Person that exercises its Tag-Along Rights hereunder, each Tagging Person hereunder shall deliver at least two business days prior to the date scheduled for the closing of the Tag-Along Sale to Seller, together with its Tag-Along Response Notice, the Selling Person for delivery to the prospective transferee one certificate or more certificates, in a proper form for transfer, certificates representing the Ordinary Shares of such Tagging Person to be included in the Transfer, together with a limited power-of-attorney authorizing the Tag-Along Seller to Transfer such Ordinary Shares on the terms set forth in the Tag-Along Notice. Delivery of such certificate or certificates representing the Ordinary Shares to be Transferred and the limited power-of-attorney authorizing the Tag-Along Seller to Transfer such Ordinary Shares shall constitute an irrevocable acceptance of the Tag-Along Offer by such Tagging Persons. Each Tag-Along Response Notice shall include wire transfer instructions for payment of the purchase price for the Ordinary Shares to be sold in such Tag-Along Sale. Such certificate The Tagging Persons shall (a) be required (i) to bear their proportionate share of any escrows, holdbacks or certificates that a Tagging Person delivers adjustments in purchase price and any transaction expenses and (ii) to make such representations, warranties and covenants and enter into such agreements as are customary for transactions of the Selling Person shall be delivered on the date scheduled for the closing nature of the Tag-Along Sale Offer, in each case under the terms of any definitive agreement(s) relating to such transferee Tag-Along Offer and (b) benefit from all of the same provisions of the definitive agreements as the Tag-Along Seller, it being understood that any liability of any Tagging Person for indemnification or similar post-closing obligations shall not exceed the consideration such Tagging Person receives in consummation the Tag-Along Sale and shall not exceed a proportional share of any such liability based on such Tagging Person’s share of the aggregate consideration in the Tag-Along Sale. Notwithstanding anything to If, at the contrary contained in this Section 4.01, except for the Selling Person's obligation to return to each Tagging Person any certificates representing the Tagging Person's Shares there end of a 90-day period after such delivery (which 90-day period shall be no liability on the part extended if any of the Selling Person to any Shareholder in transactions contemplated by the event that the proposed Tag-Along Sale is not consummated for whatever reason. Whether a Tag-Along Sale is effected pursuant Offer are subject to this Section 4.01 by regulatory approval until the Selling Person is expiration of five Business Days after all such approvals have been received, but in the sole and absolute discretion of the Selling Person. (b) Concurrently with the consummation no event later than 180 days following receipt of the Tag-Along Sale, the Selling Person shall notify the Tagging Persons thereof, shall remit to the Tagging Persons the total consideration (Response Notice by bank or certified check) for the Shares of the Tagging Persons transferred pursuant thereto, and shall, promptly after the consummation of such Tag-Along Sale, furnish such other evidence of the completion and time of completion of such transfer and the terms thereof as may be reasonably requested by the Tagging Persons. (c) If at the termination of the Tag-Along Notice Period any Tagging Person shall not have elected to participate in Seller), the Tag-Along Sale, Seller has not completed the Transfer of all such Tagging Person will be deemed to have waived its rights under Section 4.01(a) with respect to the transfer of its securities pursuant to such Tag-Along Sale. (d) If any Tagging Person declines to exercise its Tag-Along Rights or elects to exercise its Tag-Along Rights with respect to less than such Tagging Person's Tag-Along Portion, the CSH Shareholders shall be entitled to transfer, pursuant to the Tag-Along Offer, a number of Ordinary Shares held by the CSH Shareholders equal to the number of Shares constituting the portion of such Tagging Person's Tag-Along Portion with respect to which Tag-Along Rights were not exercised. (e) The CSH Shareholders and any Tagging Person who exercises the Tag-Along Rights pursuant to this Section 4.01 may consummate the Tag-Along Sale on substantially the same terms and conditions set forth in the Tag-Along Notice (providedNotice, however, that the price payable in any such sale may exceed the price specified in the Tag-Along Notice by up Seller shall (i) return to 5%each Tagging Person the limited power-of-attorney (and all copies thereof) within 120 days of together with all certificates representing the date on which Tag-Along Rights shall have been waived, exercised or expire. (f) The exercise or the non-exercise of the rights of the Ordinary Shares that such Tagging Persons to participate in one or more Tag-Along Sales shall not adversely affect their rights to participate in subsequent Tag-Along Sales subject Person delivered for Transfer pursuant to this Section 4.014.01(a) and (ii) not conduct any Transfer of Ordinary Shares without again complying with this Section. (g) The sale of the Selling Person's Shares in any Tag-Along Sale shall be effected on the same terms and conditions as the sale of any Tagging Person's Shares and no Selling Person shall receive any form of special consideration or control premium in addition to the price payable for the sold Shares. (h) The right of the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders and the Xxxxxxxx Shareholders to participate in a Tag-Along Sale shall terminate at such time as the aggregate number of Shares held by the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders or the Xxxxxxxx Shareholders, as the case may be, is less than 50% of their aggregate Initial Ownership of Common Stock.

Rights to Participate in Transfer. (a) If CSH Shareholders DLJ Entities (the "Selling Person") propose to, directly or indirectly, to transfer (other than transfers of Shares shares of Common Stock (i) in a Public Offering, (ii) to any Permitted Transferee of any of the CSH Shareholders DLJ Entities or (iii) up to 32.5% in the aggregate of the securities of such class outstanding on the date of the first transfer of any Shares shares of Common Stock by any of the CSH Shareholders DLJ Entities (such percentage, the "Free Percentage")) shares of Common Stock ), in a transaction otherwise permitted by Article 3 hereof, (a "Tag-Along Sale"), the Xxxxxxxxxxx Shareholders and/or the Xxxxx Shareholders and/or the Xxxxxxxx Other Shareholders may, at their option, elect to exercise their rights under this Section 4.01 (each such Shareholder, a "Tagging Person"). In the event of such a proposed transfer, the Selling Person shall provide each Xxxxxxxxxxx Shareholder, each Xxxxx Shareholder and each Xxxxxxxx Other Shareholder written notice of the material terms and conditions of such proposed transfer ("Tag-Along Notice") and offer each Tagging Person the opportunity to participate in such sale. The Tag-Along Notice shall identify the number of shares of Common Stock subject to the offer ("Tag-Along Offer"), the consideration for cash price at which the transfer is proposed to be made made, and all other material terms and conditions of the Tag-Along Offer, including the form of the proposed agreement, if any. Each From the date of the Tag-Along Notice, each Tagging Person shall have the right (a "Tag-Tag- Along Right"), exercisable by irrevocable written notice (a "Section 4.01 Response Notice") given to the Selling Person within 10 5 Business Days from receipt of the Tag-Along Notice (the "Tag-Along Notice Period") ), to participate request that the Selling Person include in the proposed transfer the number of Shares held by such Tagging Person as is specified in such Tag-Along Sale notice; provided that if the aggregate number of Shares proposed to be sold by the Selling Person and all Tagging Persons in such transaction exceeds the number of Shares which can be sold on the same terms and conditions as set forth in the Tag-Along Notice and to sell all or any portion of its Notice, then only the Tag-Along PortionPortion of Shares of the Selling Person and each Tagging Person shall be sold pursuant to the Tag-Along Offer. In the event the DLJ Entities shall propose to transfer a number of Shares in excess of the Free Percentage, the Tag-Along Portion shall be calculated with respect to all of the Shares proposed to be transferred by the DLJ Entities. If the Tagging Persons exercise their Tag-Along Rights hereunder, each Tagging Person shall deliver at least two business days prior to the date scheduled for the closing of the Tag-Along Sale deliver, together with its Section 4.01 Response Notice, to the Selling Person for delivery to the prospective transferee one certificate or more certificates, in a proper form for transfer, certificates representing the Shares of such Tagging Person to be included in the transfer, together with a limited power-of-attorney authorizing the Selling Person to transfer such Shares on the terms set forth in the Tag-Along Notice. It is understood that to the extent the DLJ Entities can do so without affecting the other terms on which the Tag-Along Sale is proposed to be made, the DLJ Entities will seek to exclude from the terms of such Tag-Along Sale any material restrictions on the ability, following such Tag-Along Sale, of any Tagging Person to conduct its business in a manner consistent with past practice. Such Delivery of such certificate or certificates that a Tagging Person delivers representing the Shares to be transferred and the limited power-of-attorney authorizing the Selling Person to transfer such Shares shall be delivered on the date scheduled for the closing constitute an irrevocable acceptance of the Tag-Along Sale to Offer by such transferee Tagging Persons. If, at the end of a 120 day period after such delivery, the Selling Person has not completed the transfer of all such Shares on substantially the same terms and conditions set forth in consummation of the Tag-Along Sale. Notwithstanding anything to the contrary contained in this Section 4.01Notice, except for the Selling Person's obligation to Person shall return to each Tagging Person any the limited power-of-attorney (and all copies thereof) together with all certificates representing the Shares which such Tagging Person's Shares there shall be no liability on the part of the Selling Person to any Shareholder in the event that the proposed Tag-Along Sale is not consummated delivered for whatever reason. Whether a Tag-Along Sale is effected transfer pursuant to this Section 4.01 by the Selling Person is in the sole and absolute discretion of the Selling Person4.01. (b) Concurrently with the consummation of the Tag-Along Sale, the Selling Person shall notify the Tagging Persons thereof, shall remit to the Tagging Persons the total consideration (by bank or certified check) for the Shares of the Tagging Persons transferred pursuant thereto, and shall, promptly after the consummation of such Tag-Along Sale, Sale furnish such other evidence of the completion and time of completion of such transfer and the terms thereof as may be reasonably requested by the Tagging Persons. (c) If at the termination of the Tag-Along Notice Period any Tagging Person shall not have elected to participate in the Tag-Along Sale, such Tagging Person will be deemed to have waived its rights under Section 4.01(a) with respect to the transfer of its securities pursuant to such Tag-Along Sale. (d) If any Tagging Person declines to exercise its Tag-Along Rights or elects to exercise its Tag-Along Rights with respect to less than such Tagging Person's Tag-Along Portion, the CSH Shareholders DLJ Entities shall be entitled to transfer, pursuant to the Tag-Along Offer, a number of Shares held by the CSH Shareholders DLJ Entities equal to the number of Shares constituting the portion of such Tagging Person's Tag-Along Portion with respect to which Tag-Along Rights were not exercised. (e) The CSH Shareholders DLJ Entities and any Tagging Person who exercises the Tag-Along TagAlong Rights pursuant to this Section 4.01 may consummate sell the Tag-Shares subject to the Tag- Along Sale Offer on substantially the same terms and conditions set forth in the Tag-Along Notice (provided, however, that the cash price payable in any such sale may exceed the cash price specified in the Tag-Along Notice by up to 510%) within 120 days of the date on which Tag-Along Rights shall have been waived, exercised or expire. (f) The exercise or the non-exercise of the rights of the Tagging Persons to participate in one or more Tag-Along Sales shall not adversely affect their rights to participate in subsequent Tag-Along Sales subject to this Section 4.01. (g) The sale of the Selling Person's Shares in any Tag-Along Sale shall be effected on the same terms and conditions as the sale of any Tagging Person's Shares and no Selling Person shall receive any form of special consideration or control premium in addition to the price payable for the sold Shares. (h) The right of the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders and the Xxxxxxxx Shareholders to participate in a Tag-Along Sale shall terminate at such time as the aggregate number of Shares held by the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders or the Xxxxxxxx Shareholders, as the case may be, is less than 50% of their aggregate Initial Ownership of Common Stock.

Rights to Participate in Transfer. (a) If CSH Shareholders DLJ Entities (the "Selling Person") propose to, directly or indirectly, to transfer (other than transfers of Shares shares of Company Securities (i) in a Public Offering, (ii) to any Permitted Transferee of any of the CSH Shareholders DLJ Entities or (iii) up to 3% any transfer of Preferred Stock or any transfer of Warrants made in the aggregate conjunction with such a transfer of Preferred Stock), in a transaction otherwise permitted by Article 3 hereof, a number of Company Securities of any class of securities of the Company equal to or exceeding 10% of the Aggregate Ownership of the DLJ Entities of securities of such class outstanding in a single transaction or in a series of related transactions on the date of the first transfer of any Shares by any of the CSH Shareholders (such percentage, the "Free Percentage")) shares of Common Stock proposed sale (a "Tag-Along Sale"), the Xxxxxxxxxxx Shareholders and/or the Xxxxx Shareholders and/or the Xxxxxxxx Shareholders Other Stockholders may, at their option, elect to exercise their rights under this Section 4.01 4.1 (each such ShareholderStockholder, a "Tagging Person"). In the event of such a proposed transfer, the Selling Person shall provide each Xxxxxxxxxxx Shareholder, each Xxxxx Shareholder and each Xxxxxxxx Shareholder Other Stockholder written notice of the material terms and conditions of such proposed transfer ("Tag-Along Notice") and offer each Tagging Person the opportunity to participate in such sale. The Tag-Along Notice shall identify the number and type of shares of Common Stock Company Securities subject to the offer ("Tag-Along Offer"), the consideration for cash price at which the transfer is proposed to be made made, and all other material terms and conditions of the Tag-Along Offer, including the form of the proposed agreement, if any. Each From the date of the Tag-Along Notice, each Tagging Person shall have the right (a "Tag-Along Right"), exercisable by irrevocable written notice (a "Section 4.01 Response Notice") given to the Selling Person within 10 Business Days from receipt of the Tag-Along Notice (the "Tag-Along Notice Period") ), to participate request that the Selling Person include in the proposed transfer the number of Company Securities held by such Tagging Person as is specified in such Tag-Along Sale notice; provided that if the aggregate number of Company Securities proposed to be sold by the Selling Person and all Tagging Persons in such transaction exceeds the number of Company Securities which can be sold on the same terms and conditions as set forth in the Tag-Along Notice Notice, then only the Tag-Along Portion of Company Securities of each Tagging Person shall be sold pursuant to the Tag-Along Offer and to the Selling Person shall sell all or any portion of its Tag-Along PortionPortion of Company Securities and such additional Company Securities as permitted by Section 4.01(d). If the Tagging Persons exercise their Tag-Along Rights hereunder, each Tagging Person shall deliver at least two business days prior to the date scheduled for the closing of the Tag-Along Sale deliver, together with its Section 4.01 Response Notice, to the Selling Person for delivery to the prospective transferee one certificate or more certificates, in a proper form for transfer, certificates representing the Shares Company Securities of such Tagging Person to be included in the transfer, together with a limited power-of-attorney authorizing the Selling Person to transfer such Securities on the terms set forth in the Tag-Along SaleNotice. Such Delivery of such certificate or certificates that a Tagging Person delivers representing the Company Securities to be transferred and the limited power-of-attorney authorizing the Selling Person to transfer such Company Securities shall be delivered on the date scheduled for the closing constitute an irrevocable acceptance of the Tag-Along Sale to Offer by such transferee Tagging Persons. If, at the end of a 120 day period after such delivery, the Selling Person has not completed the transfer of all such Company Securities on substantially the same terms and conditions set forth in consummation of the Tag-Along Sale. Notwithstanding anything to the contrary contained in this Section 4.01Notice, except for the Selling Person's obligation to Person shall return to each Tagging Person any the limited power-of-attorney (and all copies thereof) together with all certificates representing the Company Securities which such Tagging Person's Shares there shall be no liability on the part of the Selling Person to any Shareholder in the event that the proposed Tag-Along Sale is not consummated delivered for whatever reason. Whether a Tag-Along Sale is effected transfer pursuant to this Section 4.01 by the Selling Person is in the sole and absolute discretion of the Selling Person4.1. (b) Concurrently with the consummation of the Tag-Along Sale, the Selling Person shall notify the Tagging Persons thereof, shall remit to the Tagging Persons the total consideration (by bank or certified check) for the Shares Company Securities of the Tagging Persons transferred pursuant thereto, and shall, promptly after the consummation of such Tag-Along Sale, furnish such other evidence of the completion and time of completion of such transfer and the terms thereof as may be reasonably requested by the Tagging Persons. (c) If at the termination of the Tag-Along Notice Period any Tagging Person shall not have elected to participate in the Tag-Along Sale, such Tagging Person will be deemed to have waived its rights under Section 4.01(a4.1(a) with respect to the transfer of its securities pursuant to such Tag-Along Sale. (d) If any Tagging Person declines to exercise its Tag-Along Rights or elects to exercise its Tag-Along Rights with respect to less than such Tagging Person's Tag-Along Portion, the CSH Shareholders DLJ Entities shall be entitled to transfer, pursuant to the Tag-Along Offer, a number of Shares Company Securities held by the CSH Shareholders DLJ Entities equal to the number of Shares Company Securities constituting the portion of such Tagging Person's Tag-Along Portion with respect to which Tag-Along Rights were not exercised. (e) The CSH Shareholders DLJ Entities and any Tagging Person who exercises the Tag-Along Rights pursuant to this Section 4.01 4.1 may consummate sell the Company Securities subject to the Tag-Along Sale Offer on substantially the same terms and conditions set forth in the Tag-Along Notice (provided, however, that the cash price payable in any such sale may exceed the cash price specified in the Tag-Along Notice by up to 510%) within 120 days of the date on which Tag-Along Rights shall have been waived, exercised or expire. (f) The exercise or the non-exercise of the rights of the Tagging Persons to participate in one or more Tag-Along Sales shall not adversely affect their rights to participate in subsequent Tag-Along Sales subject to this Section 4.01. (g) The sale of the Selling Person's Shares in any Tag-Along Sale shall be effected on the same terms and conditions as the sale of any Tagging Person's Shares and no Selling Person shall receive any form of special consideration or control premium in addition to the price payable for the sold Shares. (h) The right of the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders and the Xxxxxxxx Shareholders to participate in a Tag-Along Sale shall terminate at such time as the aggregate number of Shares held by the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders or the Xxxxxxxx Shareholders, as the case may be, is less than 50% of their aggregate Initial Ownership of Common Stock.

Rights to Participate in Transfer. (a) If CSH Shareholders (the "Selling Person") THL Entities propose to, directly or indirectly, transfer (other than transfers of Shares (i) in a Public Offering, (ii) to any Permitted Transferee of any of the CSH Shareholders or (iii) up to 3% in the aggregate of the securities of such class outstanding on the date of the first transfer of any Shares by any of the CSH Shareholders (such percentage, the "Free Percentage")) shares of Common Stock Transfer (a "Tag-Along Sale")) shares of a class of Equity Securities, other than Transfers of shares of such class (i) in a Public Offering pursuant to the exercise of their rights under Article 5, (ii) to any THL Designated Transferee, (iii) up to the Threshold Percentage or (iv) in a THL Exchange, the Xxxxxxxxxxx Shareholders and/or the Xxxxx Shareholders and/or the Xxxxxxxx Non-THL Shareholders may, at their option, elect to exercise their rights under this Section 4.01 4.1 (each such Shareholder, a "Tagging Tag-Along Person"); provided, however, that the exception set forth in clause (iii) shall not apply to the Primary Executives. The "Threshold Percentage" shall equal 5% in the aggregate of the THL Entities' Initial Ownership of such class of Equity Securities. (b) In the event of such a proposed transferTransfer in accordance with paragraph (a) above, the Selling Person THL shall provide each Xxxxxxxxxxx Shareholder, each Xxxxx Shareholder and each Xxxxxxxx Non-THL Shareholder written notice of the material terms and conditions of such proposed transfer Transfer ("Tag-Along Notice") at least 10 days prior to such proposed Transfer and offer each Tagging Tag-Along Person the opportunity opportu nity to participate in such sale. The Tag-Along Notice shall identify the number of shares of Common Stock subject such class of Equity Securities to be sold in the offer Tag-Along Sale ("Tag-Along Offer"), the consideration for price at which the transfer Transfer is proposed to be made made, and all other material terms and conditions of the Tag-Along Offer, including the form of the proposed agreement, if any. Each Tagging From the date of the Tag-Along Notice, each Tag-Along Person shall have the right (a "Tag-Along Right"), exercisable by irrevocable written notice (a "Section 4.01 Tag-Along Response Notice") given to THL within 10 5 Business Days from receipt of the Tag-Along Notice (the "Tag-Along Notice Period") ), to participate request that THL include in the proposed Transfer the number of shares of such class of Equity Securities held by such Tag-Along Sale on Person as is specified in such notice; provided that if the same terms aggregate number of shares of such class of Equity Securities proposed to be sold by the THL Entities and conditions as set forth in the all Tag-Along Notice and to sell all or any portion of its Tag-Along Portion. If the Tagging Persons exercise their Tag-Along Rights hereunder, each Tagging Person shall deliver at least two business days prior to the date scheduled for the closing of the Tag-Along Sale to the Selling Person for delivery to the prospective transferee one or more certificates, in a proper form for transfer, representing the Shares of such Tagging Person to be included in the Tag-Along Sale. Such certificate or certificates that a Tagging Person delivers to the Selling Person shall be delivered on the date scheduled for the closing of the Tag-Along Sale to such transferee in consummation of the Tag-Along Sale. Notwithstanding anything to the contrary contained in this Section 4.01, except for the Selling Person's obligation to return to each Tagging Person any certificates representing the Tagging Person's Shares there shall be no liability on the part of the Selling Person to any Shareholder in the event that the proposed Tag-Along Sale is not consummated for whatever reason. Whether a Tag-Along Sale is effected pursuant to this Section 4.01 by the Selling Person is in the sole and absolute discretion of the Selling Person. (b) Concurrently with the consummation of the Tag-Along Sale, the Selling Person shall notify the Tagging Persons thereof, shall remit to the Tagging Persons the total consideration (by bank or certified check) for the Shares of the Tagging Persons transferred pursuant thereto, and shall, promptly after the consummation of such Tag-Along Sale, furnish such other evidence of the completion and time of completion of such transfer and the terms thereof as may be reasonably requested by the Tagging Persons. (c) If at the termination of the Tag-Along Notice Period any Tagging Person shall not have elected to participate in the Tag-Along Sale, such Tagging Person will be deemed to have waived its rights under Section 4.01(a) with respect to the transfer of its securities pursuant to such Tag-Along Sale. (d) If any Tagging Person declines to exercise its Tag-Along Rights or elects to exercise its Tag-Along Rights with respect to less than such Tagging Person's Tag-Along Portion, the CSH Shareholders shall be entitled to transfer, pursuant to the Tag-Along Offer, a number of Shares held by the CSH Shareholders equal to transaction exceeds the number of Shares constituting the portion shares of such Tagging Person's Tag-Along Portion with respect to class of Equity Securities which Tag-Along Rights were not exercised. (e) The CSH Shareholders and any Tagging Person who exercises can be sold on the Tag-Along Rights pursuant to this Section 4.01 may consummate the Tag-Along Sale on substantially the same terms and conditions set forth in the Tag-Along Notice (providedNotice, however, that the price payable in any such sale may exceed the price specified in then only the Tag-Along Notice by up to 5%) within 120 days Portion of shares of the date on which THL Entities and each Tag-Along Rights Person shall have been waived, exercised or expire. (f) The exercise or be sold pursuant to the non-exercise of the rights of the Tagging Persons to participate in one or more Tag-Along Sales shall not adversely affect their rights to participate in subsequent Offer. "Tag-Along Sales subject Portion" means, with respect to this Section 4.01. any class of Equity Securities, the number of shares of such class held (gor, without duplication, that such Shareholder has the right to acquire from any Person) The sale of by the Selling Person's Shares in any Tag-Along Sale shall be effected on the same terms and conditions as the sale of any Tagging Person's Shares and no Selling Person shall receive any form of special consideration or control premium in addition to the price payable for the sold Shares. (h) The right of the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders and the Xxxxxxxx Shareholders to participate in a Tag-Along Sale shall terminate at such time as the aggregate number of Shares held by the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders or the Xxxxxxxx ShareholdersTHL, as the case may be, multiplied by a fraction, the numerator of which is less than 50% the maximum number of their shares of such class subject to the Tag-Along Offer and the denominator of which is the aggregate Initial Ownership number of shares of such class on a Fully Diluted basis owned by all Shareholders. In the event the THL Entities shall propose to Transfer a number of shares of such class in excess of the Threshold Percentage, the Tag-Along Portion shall be calculated with respect to all of the shares proposed to be Transferred by the THL Entities. To the extent that the Tag-Along Notice provides that shares of Common StockStock and Equity Warrants will be transferred (i) the Equity Warrants and the Common Stock shall be treated as part of a single class of Equity Securities and, if applicable, Equity Warrants are referred to in this Section 4.1 as "shares" of such class, (ii) the calculations described in this Section 4.1 with respect to such Tag-Along Notice shall include the number of shares of Common Stock issuable upon exercise of such Equity Warrants and (iii) the allocation between Equity Warrants and shares of Common Stock subject to the Tag-Along Rights will be proportional to the allocation of the number of Shares subject to the Tag-Along Notice as compared with the number of Equity Warrants subject to the Tag-Along Notice.

Rights to Participate in Transfer. (a) If CSH Shareholders any DLJ Entity (the "Selling PersonSELLING PERSON") propose to, directly or indirectly, proposes a transfer (other than transfers of Shares a transfer (i) in a Public OfferingOffering or pursuant to Rule 144, (ii) to any Permitted Transferee of any of the CSH Shareholders or (iii) up to 3the Company or any of its employees or independent contractors in connection with any plan or proposal for the incentivisation of any such employees or independent contractors under which such employee or independent contractor becomes bound by the terms hereof), of a number of Common Shares equal to or exceeding 20% in the aggregate of the securities then outstanding Common Shares in a single transaction or in a series of such class outstanding on the date of the first transfer of any Shares by any of the CSH Shareholders (such percentage, the "Free Percentage")) shares of Common Stock related transactions (a "TagTAG-Along SaleALONG SALE"), the Xxxxxxxxxxx Shareholders and/or the Xxxxx Shareholders and/or the Xxxxxxxx Shareholders Other Stockholders may, at their option, elect to exercise their rights under this Section 4.01 (each such ShareholderStockholder, a "Tagging PersonTAGGING PERSON"). In the event of such a proposed transfer, the Selling Person shall provide each Xxxxxxxxxxx Shareholder, each Xxxxx Shareholder and each Xxxxxxxx Shareholder Other Stockholder written notice of the material terms and conditions of such proposed transfer ("TagTAG-Along NoticeALONG NOTICE") and offer each Tagging Person the opportunity to participate in such sale. The Tag-Along Notice shall identify the number of shares of Common Stock Shares subject to the offer ("TagTAG-Along OfferALONG OFFER"), the consideration for cash price at which the transfer is proposed to be made made, and all other material terms and conditions of the Tag-Along Offer. Each Tagging Person shall have , including the right (a "Tag-Along Right"), exercisable by irrevocable written notice (a "Section 4.01 Response Notice") given within 10 Business Days from receipt form of the Tag-Along Notice (the "Tag-Along Notice Period") proposed agreement, if any. Any Other Stockholder that owns Warrants shall be permitted to participate in such a Tag-Along Sale Offer, subject to the other provisions of this Section 4.01, by transferring in lieu of Common Shares representing such Person's Tag Along Portion a number of Warrants which, if exercised, would confer the right to acquire such number of Common Shares ("UNDERLYING SHARES") and the calculation below in this Section 4.01 shall be made as though the Warrants in question had been exercised for Common Shares. The price per Warrant to be received by such a Tagging Person shall be the price per Common Share multiplied by the number of Underlying Shares minus the applicable Warrant exercise price in respect thereof. 4.01 RESPONSE NOTICE") given to the Selling Person within 15 Business Days (the "TAG-ALONG NOTICE PERIOD"), to request that the Selling Person include in the proposed transfer the number of Common Shares (or Warrants in lieu thereof) held by such Tagging Person as is specified in such notice; PROVIDED that if the aggregate number of Common Shares (or Warrants in lieu thereof) proposed to be sold by the Selling Person and all Tagging Persons in such transaction exceeds the number of Common Shares which can be sold on the same terms and conditions as set forth in the Tag-Along Notice Notice, then the Tag-Along Portion of each Tagging Person shall be sold pursuant to the Tag-Along Offer and to the Selling Person shall sell all or any portion of its Tag-Along PortionPortion and such additional Common Shares (or Warrants in lieu thereof) as permitted by Section 4.01(d). If the Tagging Persons exercise their Tag-Along Rights hereunder, each Tagging Person shall deliver at least two business days prior to the date scheduled for the closing of the Tag-Along Sale deliver, together with its Section 4.01 Response Notice, to the Selling Person for delivery to the prospective transferee one certificate or more certificates, in a proper form for transfer, certificates representing the Common Shares (or Warrants in lieu thereof) of such Tagging Person to be included in the transfer, together with a limited power-of-attorney authorizing the Selling Person to transfer such Common Shares (or Warrants in lieu thereof) on the terms set forth in the Tag-Along SaleNotice. Such Delivery of such certificate or certificates that a Tagging Person delivers representing the Common Shares (or Warrants in lieu thereof) to be transferred and the limited power-of-attorney authorizing the Selling Person to transfer such Common Shares (or Warrants in lieu thereof) shall be delivered on the date scheduled for the closing constitute an irrevocable acceptance of the Tag-Along Sale to Offer by such transferee Tagging Persons. If, at the end of a 120 day period after such delivery, the Selling Person has not completed the transfer of all such Common Shares (or Warrants in consummation of lieu thereof) on substantially the same terms and conditions set forth in the Tag-Along Sale. Notwithstanding anything to the contrary contained in this Section 4.01Notice, except for the Selling Person's obligation to Person shall return to each Tagging Person any the limited power-of-attorney (and all copies thereof) together with all certificates representing the Common Shares (or Warrants in lieu thereof) which such Tagging Person's Shares there shall be no liability on the part of the Selling Person to any Shareholder in the event that the proposed Tag-Along Sale is not consummated delivered for whatever reason. Whether a Tag-Along Sale is effected transfer pursuant to this Section 4.01 by the Selling Person is in the sole and absolute discretion of the Selling Person4.01. (b) Concurrently with the consummation of the Tag-Along Sale, the Selling Person shall notify the Tagging Persons thereof, shall remit to the Tagging Persons the total consideration (by bank or certified check) for the Common Shares (or Warrants in lieu thereof) of the Tagging Persons transferred pursuant thereto, and shall, promptly after the consummation of such Tag-Along Sale, furnish such other evidence of the completion and time of completion of such transfer and the terms thereof (plus such copies of related documents) as may be reasonably requested by the Tagging Persons. (c) If at the termination of the Tag-Along Notice Period any Tagging Person shall not have elected to participate in the Tag-Along Sale, such Tagging Person will be deemed to have waived its rights under Section 4.01(a) with respect to the transfer of its securities pursuant to such Tag-Along Sale. (d) If any Tagging Person declines to exercise its Tag-Along Rights or elects to exercise its Tag-Along Rights with respect to less than such Tagging Person's Tag-Along Portion, the CSH Shareholders DLJ Entities shall be entitled to transfer, pursuant to the Tag-Along Offer, a number of Common Shares (or Warrants in lieu thereof) held by the CSH Shareholders DLJ Entities equal to the number of Common Shares (or Warrants in lieu thereof) constituting the portion of such Tagging Person's Tag-Along Portion with respect to which Tag-Along Rights were not exercised. (e) The CSH Shareholders DLJ Entities and any Tagging Person who exercises the Tag-Along Rights pursuant to this Section 4.01 may consummate sell the Common Shares (or Warrants in lieu thereof) subject to the Tag-Along Sale Offer on substantially the same terms and conditions set forth in the Tag-Along Notice (providedPROVIDED, however, that the cash price payable in any such sale may exceed the cash price specified in the Tag-Along Notice by up to 510%) within 120 days of the date on which Tag-Along Rights shall have been waived, exercised or expire. (f) The exercise or the non-exercise of the rights of the Tagging Persons to participate in one or more Tag-Along Sales shall not adversely affect their rights to participate in subsequent Tag-Along Sales Rights will terminate upon consummation of any Public Offering creating a Public float (as defined) of at least $50,000,000. "PUBLIC FLOAT" means the fair market value of all outstanding Common Shares (other than those held by any Affiliate of the Company) which have been subject to this Section 4.01a Public Offering. (g) The sale of the Selling Person's Shares in any Tag-Along Sale shall be effected on the same terms and conditions as the sale of any Tagging Person's Shares and no Selling Person shall receive any form of special consideration or control premium in addition to the price payable for the sold Shares. (h) The right of the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders and the Xxxxxxxx Shareholders to participate in a Tag-Along Sale shall terminate at such time as the aggregate number of Shares held by the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders or the Xxxxxxxx Shareholders, as the case may be, is less than 50% of their aggregate Initial Ownership of Common Stock.

Rights to Participate in Transfer. (a) If CSH Shareholders the DLJ Entities (the "Selling PersonSELLING PERSON") propose to, directly or indirectly, to transfer (other than transfers of Common Shares (i) in a Public Offering, Offering or (ii) to any Permitted Transferee of any of the CSH Shareholders DLJ Entities) a number of Company Securities equal to or (iii) up to 3exceeding 20% in the aggregate of the securities Aggregate Ownership of such class outstanding the DLJ Entities in a single transaction or in a series of related transactions on the date of the first transfer of any Shares by any of the CSH Shareholders (such percentage, the "Free Percentage")) shares of Common Stock proposed sale (a "TagTAG-Along SaleALONG SALE"), the Xxxxxxxxxxx Shareholders and/or the Xxxxx Shareholders and/or the Xxxxxxxx Shareholders Other Stockholders may, at their option, elect to exercise their rights under this Section 4.01 (each such ShareholderStockholder, a "Tagging PersonTAGGING PERSON"). In the event of such a proposed transfer, the Selling Person shall provide each Xxxxxxxxxxx Shareholder, each Xxxxx Shareholder and each Xxxxxxxx Shareholder Other Stockholder written notice of the material terms and conditions of such proposed transfer ("TagTAG-Along NoticeALONG NOTICE") and offer each Tagging Person the opportunity to participate in such sale. The Tag-Along Notice shall identify the number and type of shares of Common Stock Company Securities subject to the offer ("TagTAG-Along OfferALONG OFFER"), the consideration for cash price at which the transfer is proposed to be made made, and all other material terms and conditions of the Tag-Along Offer. Each Tagging Person shall have the right (a "TagTAG-Along Right"), exercisable by irrevocable written notice (a "Section ALONG 4.01 Response NoticeRESPONSE NOTICE") given to the Selling Person within 10 Business Days from of the date of receipt of the Tag-Along Notice by such Tagging Person (the "TagTAG-Along Notice PeriodALONG NOTICE PERIOD") ), to participate request that the Selling Person include in the proposed transfer the number and type of Company Securities held by such Tagging Person as is specified in such Tag-Along Sale notice; PROVIDED that if the aggregate number of Company Securities proposed to be sold by the Selling Person and all Tagging Persons in such transaction exceeds the number of Company Securities which can be sold on the same terms and conditions as set forth in the Tag-Along Notice Notice, then only the Tag-Along Portion of the Company Securities of each Tagging Person shall be sold pursuant to the Tag-Along Offer and to the Selling Person shall sell all or any portion of its Tag-Along PortionPortion of the Company Securities and such additional Company Securities as permitted by Section 4.01(d). If the Tagging Persons exercise their Tag-Along Rights hereunder, each Each Tagging Person shall deliver at least two business days prior to the date scheduled for the closing of the Tag-Along Sale to the Selling Person for delivery to Person, together with its Section 4.01 Response Notice, the prospective transferee one certificate or more certificates, in a proper form for transfer, certificates representing the Shares Company Securities of such Tagging Person to be included in the transfer, together with a limited power-of-attorney authorizing the Selling Person to transfer such Company Securities on the terms set forth in the Tag-Along SaleNotice. Such Delivery of such certificate or certificates that a Tagging Person delivers representing the Company Securities to be transferred and the limited power-of-attorney authorizing the Selling Person to transfer such Company Securities shall be delivered on the date scheduled for the closing constitute an irrevocable acceptance of the Tag-Along Sale to Offer by such transferee Tagging Persons. If, at the end of a 120 day period after such delivery, the Selling Person has not completed the transfer of all of such Company Securities on substantially the same terms and conditions set forth in consummation of the Tag-Along Sale. Notwithstanding anything to the contrary contained in this Section 4.01Notice, except for the Selling Person's obligation to Person shall return to each Tagging Person any the limited power-of-attorney (and all copies thereof) together with certificates representing the unsold Company Securities which such Tagging Person's Shares there shall be no liability on the part of the Selling Person to any Shareholder in the event that the proposed Tag-Along Sale is not consummated delivered for whatever reason. Whether a Tag-Along Sale is effected transfer pursuant to this Section 4.01 by the Selling Person is in the sole and absolute discretion of the Selling Person4.01. (b) Concurrently with the consummation of the Tag-Along Sale, the Selling Person shall notify the Tagging Persons thereof, shall remit to the Tagging Persons the total consideration (by bank or certified check) for the Shares Company Securities of the Tagging Persons transferred pursuant thereto, and shall, promptly after the consummation of such Tag-Along Sale, furnish such other evidence of the completion and time of completion of such transfer and the terms thereof as may be reasonably requested by the Tagging Persons. (c) If at the termination of the Tag-Along Notice Period any Tagging Person shall not have elected to participate in the Tag-Along Sale, such Tagging Person will be deemed to have waived its rights under Section 4.01(a) with respect to the transfer of its securities Company Securities pursuant to such Tag-Along Sale. (d) If any Tagging Person declines to exercise its Tag-Along Rights or elects to exercise its Tag-Along Rights with respect to less than such Tagging Person's Tag-Along Portion, the CSH Shareholders DLJ Entities shall be entitled to transfer, pursuant to the Tag-Along Offer, a number and type of Shares Company Securities held by the CSH Shareholders DLJ Entities equal to the number and type of Shares Company Securities constituting the portion of such Tagging Person's Tag-Along Portion with respect to which Tag-Along Rights were not exercised. (e) The CSH Shareholders DLJ Entities and any Tagging Person who exercises the Tag-Along Rights pursuant to this Section 4.01 may consummate sell the Company Securities subject to the Tag-Along Sale Offer on substantially the same terms and conditions set forth in the Tag-Along Notice (providedPROVIDED, howeverHOWEVER, that the cash price payable in any such sale may exceed the cash price specified in the Tag-Along Notice by up to 510%) within 120 days of the date on which Tag-Along Rights shall have been waived, exercised or expire. (f) The exercise or the non-exercise of the rights of the Tagging Persons to participate in one or more Tag-Along Sales shall not adversely affect their rights to participate in subsequent Tag-Along Sales subject to this Section 4.01. (g) The sale of the Selling Person's Shares in any Tag-Along Sale shall be effected on the same terms and conditions as the sale of any Tagging Person's Shares and no Selling Person shall receive any form of special consideration or control premium in addition to the price payable for the sold Shares. (h) The right of the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders and the Xxxxxxxx Shareholders to participate in a Tag-Along Sale shall terminate at such time as the aggregate number of Shares held by the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders or the Xxxxxxxx Shareholders, as the case may be, is less than 50% of their aggregate Initial Ownership of Common Stock.

Rights to Participate in Transfer. (a) If CSH Shareholders one or more of the DLJMB Entities (collectively, the "Selling Person") propose to, directly or indirectly, to transfer (other than transfers of Shares (i) in a Public Offering, (ii) to any Permitted Transferee of any of the CSH Shareholders or (iii) up to 3% in the aggregate of the securities of such class outstanding on the date of the first transfer of any Shares by any of the CSH Shareholders (such percentage, the "Free Percentage")) shares of Common Stock (other than to a Permitted Transferee) (a "Tag-Along Sale"), the Xxxxxxxxxxx Shareholders and/or the Xxxxx Shareholders and/or the Xxxxxxxx Shareholders may, at their option, elect to exercise their rights under this Section 4.01 (each such Shareholder, a "Tagging Person"). In the event of such a proposed transfer, the Selling Person shall provide each Xxxxxxxxxxx Shareholder, each Xxxxx Shareholder and each Xxxxxxxx other Shareholder written notice of the material terms and conditions of such proposed transfer ("Tag-Along Notice") and offer each Tagging Person such Shareholder the opportunity to participate in such saletransfer. The Tag-Along Notice notice shall identify the number of shares of Common Stock subject to the offer ("Tag-Along Offer"), the consideration for per share cash price at which the transfer sale is proposed to be made made, and all other material terms and conditions of the Tag-Along Offeroffer, including the form of the proposed agreement, if any. Each Tagging Person From the date of such notice, each such Shareholder shall have the right (a "Tag-Along Right"), exercisable by irrevocable written notice given to the Selling Person within 15 days, to request that the Selling Person include in the proposed sale the number of shares of Common Stock owned by such Shareholder (a "Section 4.01 Response NoticeTagging Person") given within 10 Business Days as is specified in such Tagging Person's notice; provided that if the aggregate number of shares of Common Stock proposed to be sold by the Selling Person and all Tagging Persons in such transaction exceeds the number of shares of Common Stock that can be sold to the third party on the terms and conditions proposed, then each such Person shall be entitled to sell a maximum number of shares of Common Stock equal to the product of (1) the total number of shares of Common Stock that can be sold to the third party on the terms and conditions proposed and (2) a fraction the numerator of which is the total number of shares owned by such Shareholder and the denominator of which is the aggregate number of shares of Common Stock owned by the Selling Person and all Tagging Persons. Each Tagging Person shall deliver, together with its notice of acceptance, to the Selling Person the certificate or certificates representing the shares of Common Stock to be included in the transfer, together with a limited power-of-attorney authorizing the Selling Person to transfer such shares on the terms set forth in the notice from receipt the Selling Person. Delivery of such certificate or certificates and other documents to the Selling Person shall constitute an irrevocable acceptance of the Tag-Along Notice (Offer by such Tagging Persons. If, at the "Tag-Along Notice Period") to participate in end of a 120 day period after such Tag-Along Sale delivery, the Selling Person has not completed the sale of all such shares of Common Stock on substantially the same terms and conditions as set forth in the Tag-Along Notice and to sell all or any portion of its Tag-Along Portion. If the Tagging Persons exercise their Tag-Along Rights hereunder, each Tagging Person shall deliver at least two business days prior to the date scheduled for the closing of the Tag-Along Sale to notice from the Selling Person for delivery to the prospective transferee one or more certificatesPerson, in a proper form for transfer, representing the Shares of such Tagging Person to be included in the Tag-Along Sale. Such certificate or certificates that a Tagging Person delivers to the Selling Person shall be delivered on the date scheduled for the closing of the Tag-Along Sale to such transferee in consummation of the Tag-Along Sale. Notwithstanding anything to the contrary contained in this Section 4.01, except for the Selling Person's obligation to return to each Tagging Person any the limited power-of-attorney (and all copies thereof) together with all certificates representing the which such Tagging Person's Shares there shall be no liability on the part of the Selling Person to any Shareholder in the event that the proposed Tag-Along Sale is not consummated delivered for whatever reason. Whether a Tag-Along Sale is effected transfer pursuant to this Section 4.01 by the Selling Person is in the sole and absolute discretion of the Selling Person4.01. (b) Concurrently with the consummation of the Tag-Along Sale, the Selling Person shall notify the Tagging Persons thereof, shall remit to the Tagging Persons the total consideration (less their proportional share of any expenses of such sale) (by bank or certified check) for the Shares shares of Common Stock of the Tagging Persons transferred sold pursuant thereto, and shall, promptly after the consummation of such Tag-Along Salesale, furnish such other evidence of the completion and time of completion of such transfer and the terms thereof as may be reasonably requested by the Tagging Persons. (c) If at the termination of the Tag-Along Notice Period notice period referred to in Section 4.01(a) any Tagging Person Shareholder shall not have elected to participate in the Tag-Along Sale, such Tagging Person Shareholder will be deemed to have waived its rights under Section 4.01(a) with respect to the transfer of its securities shares pursuant to such Tag-Along Sale. (d) If any Tagging Person Shareholder declines to exercise its Tag-Along Rights or elects to exercise its Tag-Along Rights with respect to less than such Tagging Person's Tag-Along Portionthe maximum number of shares it was entitled to sell, the CSH Shareholders Tagging Persons who do respond and the DLJMB Entities shall be entitled to transfersell, pursuant to the Tag-Along Offer, a an additional number of Shares held by the CSH Shareholders shares of Common Stock equal to the number of Shares shares of Common Stock constituting the their pro rata portion of the unexercised portion of the number of shares of such Tagging Person's Tag-Along Portion with respect to which Tag-Along Rights were not exercisedShareholder. (e) The CSH Shareholders and any Tagging Selling Person who exercises may sell the shares of Common Stock subject to the Tag-Along Rights pursuant to this Section 4.01 may consummate Offer on the Tag-Along Sale on substantially the same terms and conditions set forth in the Tag-Along Notice notice it gave (provided, however, that the cash price payable in any such sale may exceed the cash price specified in the Tag-Along Notice notice by up to 510%) within 120 days of the date on which Tag-Along Rights shall have been waived, exercised or expire. (f) The exercise or the non-exercise of the rights of the Tagging Persons to participate in one or more Tag-Along Sales shall not adversely affect their rights to participate in subsequent Tag-Along Sales subject Rights pursuant to this Section 4.014.01 will terminate upon the DLJMB Termination Date. (g) The sale of the Selling Person's Shares in any Tag-Along Sale shall be effected on the same terms and conditions as the sale of any Tagging Person's Shares and no Selling Person shall receive any form of special consideration or control premium in addition to the price payable for the sold Shares. (h) The right of the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders and the Xxxxxxxx Shareholders to participate in a Tag-Along Sale shall terminate at such time as the aggregate number of Shares held by the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders or the Xxxxxxxx Shareholders, as the case may be, is less than 50% of their aggregate Initial Ownership of Common Stock.

Rights to Participate in Transfer. (a) If CSH Shareholders (the "Selling Person") DLJ Entities propose to, directly or indirectly, transfer (other than transfers of Shares (i) to Transfer Company Securities in a Public Offering, (ii) to any Permitted Transferee of any of the CSH Shareholders or (iii) up to 3% in the aggregate of the securities of such class outstanding on the date of the first transfer of any Shares transaction otherwise permitted by any of the CSH Shareholders (such percentage, the "Free Percentage")) shares of Common Stock Article 3 hereof (a "Tag-Along Sale"), and if any Other Stockholders own the Xxxxxxxxxxx Shareholders and/or type of Company Securities proposed to be sold by the Xxxxx Shareholders and/or the Xxxxxxxx Shareholders DLJ Entities, such Other Stockholders may, at their option, elect to exercise their rights under this Section 4.01 (each such ShareholderOther Stockholder, a "Tagging Person"). In the event of such a proposed transferTransfer, the Selling Person DLJ Entities shall provide each Xxxxxxxxxxx Shareholder, each Xxxxx Shareholder and each Xxxxxxxx Shareholder Other Stockholder written notice of the material terms and conditions of such proposed transfer Transfer ("Tag-Along Notice") and offer each Tagging Person the opportunity to participate in such sale. The Tag-Along Notice shall identify the number and type of shares of Common Stock Company Securities subject to the offer ("Tag-Along Offer"), the consideration for price at which the transfer Transfer is proposed to be made made, and all other material terms and conditions of the Tag-Along Offer, including the form of the proposed agreement, if any. Each From the date of the receipt of the Tag-Along Notice, each Tagging Person shall have the right (a "Tag-Tag- Along Right"), exercisable by irrevocable written notice (a "Section 4.01 Response Notice") given to the DLJ Entities within 10 15 Business Days from receipt of the Tag-Along Notice (the "Tag-Along Notice Period") ), to participate request that the DLJ Entities include in the proposed Transfer the number of Company Securities held by such Tagging Person as is specified in such Tag-Along Sale notice; provided that if the aggregate number of Company Securities proposed to be sold by the DLJ Entities and all Tagging Persons in such transaction exceeds the number of Company Securities which can be sold on the same terms and conditions as set forth in the Tag-Along Notice Notice, then only the Tag-Along Portion of Company Securities of each Tagging Person shall be sold pursuant to the Tag-Along Offer and to the DLJ Entities shall sell all or any portion of its Tag-Along PortionPortion of Company Securities and such additional Company Securities as permitted by Section 4.01(d). If the Tagging Persons exercise their Tag-Along Rights hereunder, each Tagging Person shall deliver at least two business days prior to the date scheduled for DLJ Entities, together with its Section 4.01 Response Notice, the closing of the Tag-Along Sale to the Selling Person for delivery to the prospective transferee one certificate or more certificates, in a proper form for transfer, certificates representing the Shares Company Securities of such Tagging Person to be included in the Transfer, together with a limited power-of-attorney authorizing the DLJ Entities to Transfer such Company Securities on the terms set forth in the Tag-Along SaleNotice. Such Delivery of such certificate or certificates that a Tagging Person delivers representing the Company Securities to be transferred and the Selling Person limited power-of-attorney authorizing the DLJ Entities to Transfer such Company Securities shall be delivered on the date scheduled for the closing constitute an irrevocable acceptance of the Tag-Along Sale Offer by such Tagging Persons. The Tagging Persons shall (a) be required (i) to bear their proportionate share of any escrows, holdbacks or adjustments in purchase price and (ii) to make such transferee in consummation representations, warranties and covenants and enter into such agreements as are customary for transactions of the nature of the Tag-Along Sale. Notwithstanding anything along Offer, in each case under the terms of any definitive agreement(s) relating to such Tag- along Offer and (b) benefit from all of the contrary contained in this Section 4.01, except for same provisions of the definitive agreements as the Selling Person's obligation to return to each Tagging Person any certificates representing . If, at the Tagging Person's Shares there end of a 90-day period after such delivery of the Section 4.01 Response Notice (which 90-day period shall be no liability on the part extended if any of the Selling Person to any Shareholder in the event that the proposed Tag-Along Sale is not consummated for whatever reason. Whether a Tag-Along Sale is effected pursuant to this Section 4.01 transactions contemplated by the Selling Person is in the sole and absolute discretion of the Selling Person. (b) Concurrently with the consummation of the Tag-Along SaleOffer are subject to regulatory approval until the expiration of five Business Days after all such approvals have been received, but in no event later than 180 days following the receipt of the Section 4.01 Notice), the Selling Person shall notify DLJ Entities have not completed the Tagging Persons thereof, shall remit to the Tagging Persons the total consideration (by bank or certified check) transfer of all such Company Securities for the Shares at least 95% of the Tagging Persons transferred pursuant thereto, and shall, promptly after the consummation of such Tag-Along Sale, furnish such other evidence of the completion and time of completion of such transfer and the terms thereof as may be reasonably requested by the Tagging Persons. (c) If at the termination of the Tag-Along Notice Period any Tagging Person shall not have elected to participate price set forth in the Tag-Along Sale, such Tagging Person will be deemed to have waived its rights under Section 4.01(a) with respect to the transfer of its securities pursuant to such Tag-Along Sale. (d) If any Tagging Person declines to exercise its Tag-Along Rights or elects to exercise its Tag-Along Rights with respect to less than such Tagging Person's Tag-Along Portion, the CSH Shareholders shall be entitled to transfer, pursuant to the Tag-Along Offer, a number of Shares held by the CSH Shareholders equal to the number of Shares constituting the portion of such Tagging Person's Tag-Along Portion with respect to which Tag-Along Rights were not exercised. (e) The CSH Shareholders Offer and any Tagging Person who exercises the Tag-Along Rights pursuant to this Section 4.01 may consummate the Tag-Along Sale otherwise on substantially the same terms and conditions set forth in the Tag-Along Notice Notice, the DLJ Entities shall (provided, however, that i) return to each Tagging Person the price payable in any limited power-of-attorney (and all copies thereof) together with all certificates representing the Company Securities which such sale may exceed the price specified in the Tag-Along Notice by up to 5%) within 120 days of the date on which Tag-Along Rights shall have been waived, exercised or expire. (f) The exercise or the non-exercise of the rights of the Tagging Persons to participate in one or more Tag-Along Sales shall not adversely affect their rights to participate in subsequent Tag-Along Sales subject Person delivered for Transfer pursuant to this Section 4.014.01and (ii) not conduct any Transfer of Company Securities without again complying with this Section. (g) The sale of the Selling Person's Shares in any Tag-Along Sale shall be effected on the same terms and conditions as the sale of any Tagging Person's Shares and no Selling Person shall receive any form of special consideration or control premium in addition to the price payable for the sold Shares. (h) The right of the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders and the Xxxxxxxx Shareholders to participate in a Tag-Along Sale shall terminate at such time as the aggregate number of Shares held by the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders or the Xxxxxxxx Shareholders, as the case may be, is less than 50% of their aggregate Initial Ownership of Common Stock.

Rights to Participate in Transfer. (a) If CSH Shareholders Subject to and after compliance with Section 4.04, if any Institutional Shareholder (the "Selling Person") propose to, directly proposes to transfer any shares (or indirectly, transfer securities) of a class of Company Equity Securities (other than transfers of Shares shares (or securities)) of such class (i) in a Public Offering or pursuant to Rule 144 after an Initial Public Offering, (ii) to any Permitted Transferee of any of the CSH Shareholders such Shareholder or (iii) up to 32.5% in the aggregate of the securities such Institutional Shareholder's Initial Ownership of such class outstanding on the date of the first transfer of any Shares by any of the CSH Shareholders (such percentage, the "Free Percentage")) shares of Common Stock ), in a transaction otherwise permitted by Article 3 hereof, (a "Tag-Along Sale"), the Xxxxxxxxxxx Shareholders and/or the Xxxxx Shareholders and/or the Xxxxxxxx other Shareholders may, at their option, elect to exercise their rights under this Section 4.01 (each such Shareholder, a "Tagging Person"). In the event of such a proposed transfer, the Selling Person shall provide each Xxxxxxxxxxx Shareholder, each Xxxxx Shareholder and each Xxxxxxxx other Shareholder written notice of the material terms and conditions of such proposed transfer ("Tag-Along Notice") and offer each Tagging Person the opportunity to participate in such sale. The Tag-Along Notice shall identify the number of shares (or securities) of Common Stock such class of Company Equity Securities subject to the offer ("Tag-Along Offer"), the consideration for cash price at which the transfer is proposed to be made made, and all other material terms and conditions of the Tag-Along Offer, including the form of the proposed agreement, if any. Each Tagging Person shall have From the right (a "Tag-Along Right"), exercisable by irrevocable written notice (a "Section 4.01 Response Notice") given within 10 Business Days from receipt date of the Tag-Along Notice (the "Tag-Along Notice Period") to participate in such Tag-Along Sale on the same terms and conditions as set forth in the Tag-Along Notice and to sell all or any portion of its Tag-Along Portion. If the Tagging Persons exercise their Tag-Along Rights hereunderNotice, each Tagging Person shall deliver at least two business days prior to have 4.01 Response Notice, the date scheduled for the closing of the Tag-Along Sale to the Selling Person for delivery to the prospective transferee one certificate or more certificates, in a proper form for transfer, certificates representing the Shares shares (or securities) of such class of Company Equity Securities such Tagging Person to be included in the transfer, together with a limited power-of-attorney authorizing the Selling Person to transfer such shares (or securities) on the terms set forth in the Tag-Along SaleNotice. Such Delivery of such certificate or certificates that a Tagging Person delivers representing the shares (or securities) of such class of Company Equity Securities to be transferred and the limited power-of-attorney authorizing the Selling Person to transfer such shares (or securities) shall be delivered on the date scheduled for the closing constitute an irrevocable acceptance of the Tag-Along Sale to Offer by such transferee in consummation Tagging Persons. If, at the end of the Taga 120-Along Sale. Notwithstanding anything to the contrary contained in this Section 4.01, except for the Selling Person's obligation to return to each Tagging Person any certificates representing the Tagging Person's Shares there shall be no liability on the part of the Selling Person to any Shareholder in the event that the proposed Tag-Along Sale is not consummated for whatever reason. Whether a Tag-Along Sale is effected pursuant to this Section 4.01 by the Selling Person is in the sole and absolute discretion of the Selling Person. (b) Concurrently with the consummation of the Tag-Along Saleday period after such delivery, the Selling Person shall notify has not completed the Tagging Persons thereof, shall remit to the Tagging Persons the total consideration transfer of all such shares (by bank or certified checksecurities) for the Shares at least 95% of the Tagging Persons transferred pursuant thereto, and shall, promptly after the consummation of such Tag-Along Sale, furnish such other evidence of the completion and time of completion of such transfer and the terms thereof as may be reasonably requested by the Tagging Persons. (c) If at the termination of the Tag-Along Notice Period any Tagging Person shall not have elected to participate cash price set forth in the Tag-Along Sale, such Tagging Person will be deemed to have waived its rights under Section 4.01(a) with respect to the transfer of its securities pursuant to such Tag-Along Sale. (d) If any Tagging Person declines to exercise its Tag-Along Rights or elects to exercise its Tag-Along Rights with respect to less than such Tagging Person's Tag-Along Portion, the CSH Shareholders shall be entitled to transfer, pursuant to the Tag-Along Offer, a number of Shares held by the CSH Shareholders equal to the number of Shares constituting the portion of such Tagging Person's Tag-Along Portion with respect to which Tag-Along Rights were not exercised. (e) The CSH Shareholders Offer and any Tagging Person who exercises the Tag-Along Rights pursuant to this Section 4.01 may consummate the Tag-Along Sale otherwise on substantially the same terms and conditions set forth in the TagTag- Along Notice, the Selling Person shall return to each Tagging Person the limited power-Along Notice of-attorney (provided, however, that and all copies thereof) together with all certificates representing the price payable in any shares (or securities) which such sale may exceed the price specified in the Tag-Along Notice by up to 5%) within 120 days of the date on which Tag-Along Rights shall have been waived, exercised or expire. (f) The exercise or the non-exercise of the rights of the Tagging Persons to participate in one or more Tag-Along Sales shall not adversely affect their rights to participate in subsequent Tag-Along Sales subject Person delivered for transfer pursuant to this Section 4.01. (g) The sale of the Selling Person's Shares in any Tag-Along Sale shall be effected on the same terms and conditions as the sale of any Tagging Person's Shares and no Selling Person shall receive any form of special consideration or control premium in addition to the price payable for the sold Shares. (h) The right of the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders and the Xxxxxxxx Shareholders to participate in a Tag-Along Sale shall terminate at such time as the aggregate number of Shares held by the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders or the Xxxxxxxx Shareholders, as the case may be, is less than 50% of their aggregate Initial Ownership of Common Stock.

Rights to Participate in Transfer. (a) If CSH Shareholders DLJ Entities (the "Selling PersonSELLING PERSON") propose to, directly or indirectly, to transfer (other than transfers of Shares shares of Company Securities (i) in a Public Offering, (ii) to any Permitted Transferee of any of the CSH Shareholders DLJ Entities or (iii) up to 3% any transfer of Preferred Stock or any transfer of Warrants made in the aggregate conjunction with such a transfer of Preferred Stock), in a transaction otherwise permitted by Article 3 hereof, a number of Company Securities of any class of securities of the Company equal to or exceeding 10% of the Aggregate Ownership of the DLJ Entities of securities of such class outstanding in a single transaction or in a series of related transactions on the date of the first transfer of any Shares by any of the CSH Shareholders (such percentage, the "Free Percentage")) shares of Common Stock proposed sale (a "TagTAG-Along SaleALONG SALE"), the Xxxxxxxxxxx Shareholders and/or the Xxxxx Shareholders and/or the Xxxxxxxx Shareholders Other Stockholders may, at their option, elect to exercise their rights under this Section 4.01 (each such ShareholderStockholder, a "Tagging PersonTAGGING PERSON"). In the event of such a proposed transfer, the Selling Person shall provide each Xxxxxxxxxxx Shareholder, each Xxxxx Shareholder and each Xxxxxxxx Shareholder Other Stockholder written notice of the material terms and conditions of such proposed transfer ("TagTAG-Along NoticeALONG NOTICE") and offer each Tagging Person the opportunity to participate in such sale. The Tag-Along Notice shall identify the number and type of shares of Common Stock Company Securities subject to the offer ("TagTAG-Along OfferALONG OFFER"), the consideration for cash price at which the transfer is proposed to be made made, and all other material terms and conditions of the Tag-Along Offer, including the form of the proposed agreement, if any. Each From the date of the Tag-Along Notice, each Tagging Person shall have the right (a "TagTAG-Along RightALONG RIGHT"), exercisable by irrevocable written notice (a "Section SECTION 4.01 Response NoticeRESPONSE NOTICE") given to the Selling Person within 10 Business Days from receipt of the Tag-Along Notice (the "TagTAG-Along Notice PeriodALONG NOTICE PERIOD") ), to participate request that the Selling Person include in the proposed transfer the number of Company Securities held by such Tagging Person as is specified in such Tag-Along Sale notice; provided that if the aggregate number of Company Securities proposed to be sold by the Selling Person and all Tagging Persons in such transaction exceeds the number of Company Securities which can be sold on the same terms and conditions as set forth in the Tag-Along Notice Notice, then only the Tag- Along Portion of Company Securities of each Tagging Person shall be sold pursuant to the Tag-Along Offer and to the Selling Person shall sell all or any portion of its Tag-Along PortionPortion of Company Securities and such additional Company Securities as permitted by Section 4.01(d). If the Tagging Persons exercise their Tag-Along Rights hereunder, each Tagging Person shall deliver at least two business days prior to the date scheduled for the closing of the Tag-Along Sale deliver, together with its Section 4.01 Response Notice, to the Selling Person for delivery to the prospective transferee one certificate or more certificates, in a proper form for transfer, certificates representing the Shares Company Securities of such Tagging Person to be included in the Tagtransfer, together with a limited power-Along Sale. Such certificate or certificates that a Tagging Person delivers to the Selling Person shall be delivered on the date scheduled for the closing of the Tagof-Along Sale to such transferee in consummation of the Tag-Along Sale. Notwithstanding anything to the contrary contained in this Section 4.01, except for the Selling Person's obligation to return to each Tagging Person any certificates representing the Tagging Person's Shares there shall be no liability on the part of attorney authorizing the Selling Person to any Shareholder in the event that the proposed Tag-Along Sale is not consummated for whatever reason. Whether a Tag-Along Sale is effected pursuant to this Section 4.01 by the Selling Person is in the sole and absolute discretion of the Selling Person. (b) Concurrently with the consummation of the Tag-Along Sale, the Selling Person shall notify the Tagging Persons thereof, shall remit to the Tagging Persons the total consideration (by bank or certified check) for the Shares of the Tagging Persons transferred pursuant thereto, and shall, promptly after the consummation of transfer such Tag-Along Sale, furnish such other evidence of the completion and time of completion of such transfer and Securities on the terms thereof as may be reasonably requested by the Tagging Persons. (c) If at the termination of the Tag-Along Notice Period any Tagging Person shall not have elected to participate in the Tag-Along Sale, such Tagging Person will be deemed to have waived its rights under Section 4.01(a) with respect to the transfer of its securities pursuant to such Tag-Along Sale. (d) If any Tagging Person declines to exercise its Tag-Along Rights or elects to exercise its Tag-Along Rights with respect to less than such Tagging Person's Tag-Along Portion, the CSH Shareholders shall be entitled to transfer, pursuant to the Tag-Along Offer, a number of Shares held by the CSH Shareholders equal to the number of Shares constituting the portion of such Tagging Person's Tag-Along Portion with respect to which Tag-Along Rights were not exercised. (e) The CSH Shareholders and any Tagging Person who exercises the Tag-Along Rights pursuant to this Section 4.01 may consummate the Tag-Along Sale on substantially the same terms and conditions set forth in the Tag-Along Notice (provided, however, that the price payable in any such sale may exceed the price specified in the Tag-Along Notice by up to 5%) within 120 days of the date on which Tag-Along Rights shall have been waived, exercised or expireNotice. (f) The exercise or the non-exercise of the rights of the Tagging Persons to participate in one or more Tag-Along Sales shall not adversely affect their rights to participate in subsequent Tag-Along Sales subject to this Section 4.01. (g) The sale of the Selling Person's Shares in any Tag-Along Sale shall be effected on the same terms and conditions as the sale of any Tagging Person's Shares and no Selling Person shall receive any form of special consideration or control premium in addition to the price payable for the sold Shares. (h) The right of the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders and the Xxxxxxxx Shareholders to participate in a Tag-Along Sale shall terminate at such time as the aggregate number of Shares held by the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders or the Xxxxxxxx Shareholders, as the case may be, is less than 50% of their aggregate Initial Ownership of Common Stock.

Rights to Participate in Transfer. (a) If CSH Subject to Section 3.03, if one or more Institutional Shareholders (the "Selling Person"“Tag-Along Seller”) propose to, directly or indirectly, transfer (other than transfers of Shares (i) in a Public Offering, (ii) proposes to Transfer any Permitted Transferee number of any class of Company Securities prior to the consummation of the CSH Shareholders or (iii) up to 3% in the aggregate of the securities of such class outstanding on the date of the first transfer of any Shares by any of the CSH Shareholders (such percentage, the "Free Percentage")) shares of Common Stock First Public Offering (a "“Tag-Along Sale"”), the Xxxxxxxxxxx Management Shareholders and/or the Xxxxx Shareholders and/or the Xxxxxxxx Shareholders may(each, an “Eligible Shareholder”) may elect, at their option, elect to exercise their rights under this Section 4.01 (each such Management Shareholder, a "“Tagging Person"”). In the event of such a proposed transferTransfer, the Selling Person Tag-Along Seller shall provide each Xxxxxxxxxxx Shareholder, each Xxxxx Shareholder and each Xxxxxxxx Eligible Shareholder written notice of the material terms and conditions of such proposed transfer ("a “Tag-Along Notice"”) and offer each Tagging Person Eligible Shareholder the opportunity to participate in such sale. The Tag-Along Notice shall identify the number and class of shares of Common Stock Company Securities subject to the offer ("“Tag-Along Offer"”), the consideration for price at which the transfer Transfer is proposed to be made made, and all other material terms and conditions of the Tag-Along Offer, including the form of the proposed agreement, if any. Each From the date of the receipt of the Tag-Along Notice, each Tagging Person shall have the right (a "“Tag-Along Right"”), exercisable by irrevocable written notice (a "Section 4.01 “Tag-Along Response Notice"”) given to the Tag-Along Seller within 10 15 Business Days from of its receipt of the Tag-Along Notice (the "“Tag-Along Notice Period") ”), to participate request that the Tag-Along Seller include in the proposed Transfer the number of Company Securities held by such Tagging Person as is specified in such notice; provided that in no event shall any Tagging Person have the right to include in any such Proposed Transfer any Company Securities that are still subject to vesting as of the closing date of the Tag-Along Sale (including, for the avoidance of doubt, any Unvested Incentive Shares); provided further that, if the aggregate number of Company Securities proposed to be sold by the Tag-Along Seller and all Tagging Persons in such transaction exceeds the number of Company Securities that can be sold on the same terms and conditions set forth in the Tag-Along Notice, then (a) each Tagging Person shall be entitled to include in the Tag-Along Sale only its Tag-Along Portion of Company Securities and (b) the Tag-Along Seller shall be entitled to include the number of Company Securities proposed to be Transferred by the Tag-Along Seller as set forth in the Tag-Along Notice and (reduced, to sell all or any portion of the extent necessary, so that each Tagging Person shall be able to include its Tag-Along Portion) and such additional Company Securities as permitted by Section 4.01(d). If the Each Tagging Persons exercise their Person that exercises its Tag-Along Rights hereunder, each Tagging Person hereunder shall deliver at least two business days prior to the date scheduled for the closing of the Tag-Along Sale to Seller, together with its Tag-Along Response Notice, the Selling Person for delivery to the prospective transferee one certificate or more certificates, in a proper form for transfer, certificates representing the Shares Company Securities of such Tagging Person to be included in the Transfer, together with a limited power-of-attorney authorizing the Tag-Along Seller to Transfer such Company Securities on the terms set forth in the Tag-Along Notice. Delivery of such certificate or certificates representing the Company Securities to be Transferred and the limited power-of-attorney authorizing the Tag-Along Seller to Transfer such Company Securities shall constitute an irrevocable acceptance of the Tag-Along Offer by such Tagging Persons. Each Tag-Along Response Notice shall include wire transfer instructions for payment of the purchase price for the Company Securities to be sold in such Tag-Along Sale. Such certificate The Tagging Persons shall (i) be required (A) to bear their proportionate share of any escrows, holdbacks or certificates that a Tagging Person delivers adjustments in purchase price and any documented transaction expenses and (B) to make such representations, warranties and covenants and enter into such agreements as are customary for transactions of the Selling Person shall be delivered on the date scheduled for the closing nature of the Tag-Along Sale Offer, in each case under the terms of any definitive agreement(s) relating to such transferee Tag-Along Offer and (ii) benefit from all of the same provisions of the definitive agreements as the Tag-Along Seller, it being understood that any liability of any Tagging Person for indemnification or similar post-closing obligations shall not exceed the consideration such Tagging Person receives in consummation the Tag-Along Sale and shall not exceed a proportional share of any such liability based on such Tagging Person’s share of the aggregate consideration in the Tag-Along Sale. Notwithstanding anything to the contrary contained in this Section 4.01If, except for the Selling Person's obligation to return to each Tagging Person any certificates representing the Tagging Person's Shares there shall be no liability on the part of the Selling Person to any Shareholder in the event that the proposed Tag-Along Sale is not consummated for whatever reason. Whether a Tag-Along Sale is effected pursuant to this Section 4.01 by the Selling Person is in the sole and absolute discretion of the Selling Person. (b) Concurrently with the consummation of the Tag-Along Sale, the Selling Person shall notify the Tagging Persons thereof, shall remit to the Tagging Persons the total consideration (by bank or certified check) for the Shares of the Tagging Persons transferred pursuant thereto, and shall, promptly after the consummation of such Tag-Along Sale, furnish such other evidence of the completion and time of completion of such transfer and the terms thereof as may be reasonably requested by the Tagging Persons. (c) If at the termination end of a 90-day period after delivery of the Tag-Along Notice Period (which 90-day period shall be extended if any Tagging Person shall not have elected to participate in of the transactions contemplated by the Tag-Along SaleOffer are subject to regulatory approval until the expiration of five Business Days after all such approvals have been received, such Tagging Person will be deemed to have waived its rights under Section 4.01(a) with respect to the transfer but in no event later than 180 days following delivery of its securities pursuant to such Tag-Along Sale. (d) If any Tagging Person declines to exercise its Tag-Along Rights or elects to exercise its Tag-Along Rights with respect to less than such Tagging Person's Tag-Along Portion, the CSH Shareholders shall be entitled to transfer, pursuant to the Tag-Along Offer, a number of Shares held Notice by the CSH Shareholders equal to the number of Shares constituting the portion of such Tagging Person's Tag-Along Portion with respect to which Tag-Along Rights were not exercised. (e) The CSH Shareholders and any Tagging Person who exercises the Tag-Along Rights pursuant to this Section 4.01 may consummate Seller), the Tag-Along Sale Seller has not completed the Transfer of all such Company Securities on substantially the same terms and conditions set forth in the Tag-Along Notice (providedNotice, however, that the price payable in any such sale may exceed the price specified in the Tag-Along Notice by up Seller shall (A) return to 5%each Tagging Person the limited power-of-attorney (and all copies thereof) within 120 days of together with all certificates representing the date on which Tag-Along Rights shall have been waived, exercised or expire. (f) The exercise or the non-exercise of the rights of the Company Securities that such Tagging Persons to participate in one or more Tag-Along Sales shall not adversely affect their rights to participate in subsequent Tag-Along Sales subject Person delivered for Transfer pursuant to this Section 4.01. 4.01(a) and (gB) The sale not conduct any Transfer of the Selling Person's Shares in any Tag-Along Sale shall be effected on the same terms and conditions as the sale of any Tagging Person's Shares and no Selling Person shall receive any form of special consideration or control premium in addition Company Securities without again complying with this Section 4.01 to the price payable for the sold Sharesextent applicable. (h) The right of the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders and the Xxxxxxxx Shareholders to participate in a Tag-Along Sale shall terminate at such time as the aggregate number of Shares held by the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders or the Xxxxxxxx Shareholders, as the case may be, is less than 50% of their aggregate Initial Ownership of Common Stock.