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.

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.

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.

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 If, at the end of a 90-day period after such delivery (which 90-day period shall 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 of the Tag-Along Response Notice by the Tag-Along Seller), except for the Selling Person's obligation to Tag-Along Seller has not completed the Transfer of all such Common Shares on substantially the same terms and conditions set forth in the Tag-Along Notice, the Tag-Along Seller shall (i) return to each Tagging Person any the limited power-of-attorney (and all copies thereof) together with all certificates representing the Common Shares that 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 4.01(a) and absolute discretion (ii) not conduct any Transfer of the Selling PersonCommon Shares 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 If, at the end of a 90-day period after such delivery (which 90-day period shall 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 of the Tag-Along Response Notice by the Tag-Along Seller), except for the Selling Person's obligation to Tag-Along Seller has not completed the Transfer of all such Ordinary Shares on substantially the same terms and conditions set forth in the Tag-Along Notice, the Tag-Along Seller shall (i) return to each Tagging Person any the limited power-of-attorney (and all copies thereof) together with all certificates representing the Ordinary Shares that 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 4.01(a) and absolute discretion (ii) not conduct any Transfer of the Selling PersonOrdinary Shares without again complying with this Section.

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 If at the end of the 90-day period after delivery of the Tag-Along Notice (which 90-day period shall 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 of the Tag-Along Response Notice by the Tag-Along Seller), except for the Selling Person's obligation to Tag-Along 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, the Tag-Along Seller shall (i) return to each Tagging Person any the limited power-of-attorney (and all copies thereof) together with all certificates representing the Company Securities that 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 4.01(a) and absolute discretion (ii) not conduct any Transfer of the Selling PersonCompany Securities 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 If, at the end of a 90-day period after such delivery (which 90-day period shall 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 of the Tag-Along Response Notice by the Tag-Along Seller), except for the Selling Person's obligation to Tag-Along Seller has not completed the Transfer of all such Ordinary Shares on substantially the same terms and conditions set forth in the Tag-Along Notice, the Tag-Along Seller shall (i) return to each Tagging Person any the limited power-of-attorney (and all copies thereof) together with all certificates representing the Ordinary Shares that 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 4.01(a) and absolute discretion (ii) not conduct any Transfer of the Selling PersonOrdinary Shares without again complying with this Section.

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.

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.

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 If, at the end of a 90-day period after such delivery (which 90-day period shall 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 of the Tag-Along Response Notice by the Tag-Along Seller), except for the Selling Person's obligation to Tag-Along Seller has not completed the Transfer of all such Ordinary Shares on substantially the same terms and conditions set forth in the Tag-Along Notice, the Tag-Along Seller shall (i) return to each Tagging Person any the limited power-of-attorney (and all copies thereof) together with all certificates representing the Ordinary Shares that 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 4.01(a) and absolute discretion (ii) not conduct any Transfer of the Selling PersonOrdinary Shares without again complying with this Section.

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 of-attorney authorizing the Selling Person shall be delivered to transfer such Securities on the date scheduled for the closing of terms set forth in 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 PersonNotice.

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 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.

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

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).

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.

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 transfer such Shares on the terms set forth 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.Along

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.

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 If at the end of the 90-day period after delivery of the Tag-Along Notice (which 90-day period shall 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 of the Tag-Along Response Notice by the Tag-Along Seller), except for the Selling Person's obligation to Tag-Along 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, the Tag-Along Seller shall (i) return to each Tagging Person any the limited power-of-attorney (and all copies thereof) together with all certificates representing the Eligible Securities that 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 4.01(a) and absolute discretion (ii) not conduct any Transfer of the Selling PersonEligible Securities without again complying with this Section.

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.

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 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 hereunderOffer, each Tagging Person shall deliver at least two business days prior subject to the date scheduled for the closing other provisions 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 by transferring in lieu of Common Shares representing such Person's obligation Tag Along Portion a number of Warrants which, if exercised, would confer the right to return to each Tagging Person any certificates representing acquire such number of Common Shares ("UNDERLYING SHARES") and the Tagging Person's Shares there shall be no liability on the part of the Selling Person to any Shareholder calculation below 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 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 Selling Person is number of Underlying Shares minus the applicable Warrant exercise price in the sole and absolute discretion of the Selling Personrespect thereof.

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 to the Selling Person within 10 5 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 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 Portion. If Portion of Shares of the Tagging Persons exercise their Tag-Along Rights hereunder, Selling Person and each Tagging Person shall deliver at least two business days prior be sold pursuant to the date scheduled for the closing of the Tag-Along Sale Offer. In the event the DLJ Entities shall propose to transfer a number of Shares in excess of the Selling Person for delivery to Free Percentage, 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-Tag- Along Sale. Such certificate or certificates that a Tagging Person delivers to the Selling Person Portion shall be delivered on the date scheduled for the closing calculated with respect to all 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.the

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 . If, at the end of a 90-day period after such delivery of the Section 4.01 Response Notice (which 90-day period shall be extended if any of the transactions contemplated by the Tag-Along Offer 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 DLJ Entities have not completed the transfer of all such Company Securities for at least 95% of the price set forth in the Tag-Along Offer and otherwise on substantially the same terms and conditions set forth in the Tag-Along Notice, the DLJ Entities shall (i) 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 4.01and (ii) not conduct any Transfer of the Selling PersonCompany Securities without again complying with this Section.

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.

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 If, at the end of a 90-day period after such delivery (which 90-day period shall 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 of the Tag-Along Response Notice by the Tag-Along Seller), except for the Selling Person's obligation to Tag-Along 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, the Tag-Along Seller shall (i) return to each Tagging Person any the limited power-of-attorney (and all copies thereof) together with all certificates representing the Company Securities that 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 4.01(a) and absolute discretion (ii) not conduct any Transfer of the Selling PersonCompany Securities without again complying with this Section.

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 . If, at the end of a 90-day period after such delivery of the Section 4.01 Response Notice (which 90- day period shall be extended if any of the transactions contemplated by the Tag- Along Offer 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 DLJ Entities have not completed the transfer of all such Company Securities for at least 95% of the price set forth in the Tag-Along Offer and otherwise on substantially the same terms and conditions set forth in the Tag-Along Notice, the DLJ Entities shall (i) 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 4.01and (ii) not conduct any Transfer of the Selling PersonCompany Securities without again complying with this Section.

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 If, at the end of a 90-day period after delivery of the Tag-Along Notice (which 90-day period shall 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 delivery of the Tag-Along Notice by the Tag-Along Seller), except for the Selling Person's obligation to Tag-Along 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, the Tag-Along Seller shall (A) return to each Tagging Person any the limited power-of-attorney (and all copies thereof) together with all certificates representing the Company Securities that 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(a) and (B) not conduct any Transfer of Company Securities without again complying with this Section 4.01 by to the Selling Person is in the sole and absolute discretion of the Selling Personextent applicable.

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.

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.