Common use of Sale of the Company Clause in Contracts

Sale of the Company. (a) If the Board and the holders of a majority of the Company's Preferred Stock and Common Stock approve a Sale of the Company (the "Approved Sale"), the holders of Executive Stock shall consent to and raise no objections against the Approved Sale of the Company, and if the Approved Sale of the Company is structured as a sale of stock, the holders of Executive Stock shall agree to sell their shares of Executive Stock and surrender their stock options on the terms and conditions approved by the Board and the holders of a majority of the Company's Preferred Stock and Common Stock. The holders of Executive Stock shall take all necessary and desirable actions in connection with the consummation of the Approved Sale of the Company. (b) The obligations of the holders of Executive Stock with respect to the Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all of the holders of Common Stock shall receive the same form and amount of consideration per share of Common Stock, or if any holders of Common Stock are given an option as to the form and amount of consideration to be received, all holders shall be given the same option; and (ii) all holders of then currently exercisable rights to acquire shares of Common Stock shall be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rights. (c) If the Company or the holders of the Company's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall at the request of the Company, appoint a "purchaser representative" (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the Company, the Company shall pay the fees of such purchaser representative. However, if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders of Executive Stock (if any) shall bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executive) of the costs of any sale of Executive Stock pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock on their own behalf shall not be considered costs of the transaction hereunder. (e) The provisions of this paragraph 6 shall terminate upon the completion of a Qualified Public Offering.

Sale of the Company. (a) If the Board and the holders of As used herein, a majority “Sale of the Company's Preferred Stock ” means (i) any sale (however effected, including without limitation by sale of stock, merger, share exchange or otherwise, including without limitation in a single transaction or series of related transactions) of all or substantially all of the outstanding voting stock of the Company, or (ii) any sale, lease or disposition of all or substantially all of the assets of the Company and Common Stock approve its subsidiaries, taken as a whole; provided, that in neither case, shall a Sale of the Company (the "Approved Sale"), include a transaction set forth above where the holders of Executive Stock shall consent the Company’s voting stock immediately prior to and raise no objections against the Approved Sale transaction hold more than 50% of the Company, and if the Approved Sale outstanding voting stock of the Company is structured as a sale or its successor following such transaction. (b) The Company shall give each Holder at least twenty (20) days prior notice of stock, the holders of Executive Stock shall agree to sell their shares of Executive Stock and surrender their stock options on the terms and conditions approved by the Board and the holders of a majority of the Company's Preferred Stock and Common Stock. The holders of Executive Stock shall take all necessary and desirable actions in connection with the consummation of the Approved any Sale of the Company. (bc) The obligations Notwithstanding anything to the contrary herein, this Warrant will expire at the closing for a Sale of the holders Company. (d) Upon receipt of Executive Stock with respect to the Approved notice contemplated by Article 12(b) hereof, any Holder may: (i) elect (by giving written notice received by the Company no later than five days before the closing of such Sale of the Company are subject and surrendering the Warrants) to receive, upon the closing of the Sale of the Company, (1) the same amount and kind of securities, cash or property as the Holder would have been entitled to receive upon the closing of the Sale of the Company if the Holder had been, immediately prior to the satisfaction Sale of the following conditions: (i) upon Company, the consummation holder of the Approved Sale, all number of the holders Shares of Common Stock shall receive the same form and then issuable upon exercise in full of this Warrant less (2) an amount of consideration per share such securities, cash or property equal to the aggregate exercise price of Common Stock, or if any the Warrants surrendered. If holders of Common Stock are given an option any choice as to the form and amount of consideration securities, cash or property to be receivedreceived in a Sale of the Company, all holders then the Holder shall be given the same option; and choice as to such alternate consideration it receives pursuant to an election under this Article 12(d); (ii) all holders of then currently exercisable rights let the Holders’ Warrants expire in accordance with their terms (subject to acquire shares of Common Stock shall be given an opportunity to either Article 12(c)); or (Aiii) exercise such rights the Holder’s Warrants in accordance with their terms prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or expiration thereof (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal subject to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rights. (c) If the Company or the holders of the Company's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganizationArticle 12(c), the holders of Executive Stock shall at the request of the Company, appoint a "purchaser representative" (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the Company, the Company shall pay the fees of such purchaser representative. However, if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders of Executive Stock (if any) shall bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executive) of the costs of any sale of Executive Stock pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock on their own behalf shall not be considered costs of the transaction hereunder. (e) The provisions Neither this Article 12, nor any notice or election contemplated by this Article 12, shall create any obligation on the Company’s part to consummate any Sale of the Company. If, after any notice or election contemplated by this paragraph 6 Article 12 is given, the Company determines not to consummate the Sale of the Company, then the Company shall terminate upon notify the completion Holders of a Qualified Public Offeringsuch determination, whereupon any preceding notices or elections under this Article 12 regarding such Sale of the Company shall be null and void and of no effect.

Sale of the Company. (a) If In the event that the Board and of Directors of the holders of Company or the Majority Holders shall propose to effect a majority sale or similar transaction affecting all the outstanding shares of the Company's Preferred Stock , a merger, consolidation or reincorporation of the Company or a sale of all or substantially all of the assets of Company and Common Stock approve its Subsidiaries (a "Sale of the Company"), provided that such Sale of the Company is not with or to any Interested Party, Employee shall join in, and cooperate in effecting, the Sale of the Company (including without limitation the "Approved Sale"Transfer of the Shares pursuant to the Sale of the Company), and shall vote the Shares in favor of the Sale of the Company if a vote of the holders of Executive the Common Stock is necessary to effect the Sale of the Company; provided that Employee receives the same consideration for each Share as every other holder of the Common Stock. (b) Employee shall consent execute and deliver all such documents, certificates, agreements, stock powers, indemnifications, guarantees and instruments which Majority Holders shall be required to execute and raise no objections against the Approved deliver in connection with any Sale of the Company, and if Employee shall deliver the Approved Shares free and clear of all Liens. (c) In the event of any Sale of the Company is structured as a sale resulting in the conversion or exchange of stockthe Common Stock, any securities issued in respect of the holders of Executive Stock shall agree to sell their shares of Executive Stock and surrender their stock options on the terms and conditions approved Shares shall, if elected by the Board and the holders of a majority Directors of the Company's Preferred Stock , be deemed to be "Shares" for purposes of this Agreement; and Common Stock. The holders Employee shall execute any amendment to this Agreement requested by the Board of Executive Stock shall take all necessary and desirable actions in connection with Directors to continue the consummation application of the Approved provisions of this Agreement to any securities received by Employee in any Sale of the Company. (bd) The obligations Chairman of the holders Board of Executive Stock Directors of the Company is hereby appointed as the attorney-in-fact of Employee (and the estate of Employee) with respect full power and authority to execute and deliver in the Approved name of Employee (and the estate of Employee) all such documents, certificates, agreements, indemnifications, guarantees, endorsements and instruments, and to take all other actions which the Chairman of the Board of Directors of the Company deems necessary or desirable, in connection with and in furtherance of any Sale of the Company are subject to the satisfaction of the following conditions: Company, including without limitation (i) upon to execute any stock powers effecting the consummation Transfer of the Approved Sale, all Shares pursuant to the Sale of the holders of Common Stock shall receive the same form and amount of consideration per share of Common StockCompany, or if any holders of Common Stock are given an option as to the form and amount of consideration to be received, all holders shall be given the same option; and (ii) all holders of then currently exercisable rights to acquire shares of Common Stock shall be given an opportunity to either (A) exercise such rights prior to the consummation execute or approve any resolutions of the Approved Sale and participate in such sale as holders of Common Stock or (B) upon the consummation stockholders of the Approved SaleCompany in furtherance of, receive in exchange for such rights consideration equal or desirable to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock in connection with the Approved effect, any Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rights. (c) If the Company or the holders of the Company's securities enter into any negotiation . Such power-of-attorney (which appointment is irrevocable and coupled with an interest) shall survive the death or transaction for which Rule 506 (or any similar rule then disability of Employee and, in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders case of Executive Stock shall at the request of the Company, appoint a "purchaser representative" (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the CompanyRestricted Securities which is not an individual, the Company shall pay the fees of any liquidation, dissolution or Insolvency Event affecting any such purchaser representative. However, if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall be responsible for the fees of the purchaser representative so appointedholder. (d) Executive and the other holders of Executive Stock (if any) shall bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executive) of the costs of any sale of Executive Stock pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock on their own behalf shall not be considered costs of the transaction hereunder. (e) The provisions of this paragraph 6 shall terminate upon the completion of a Qualified Public Offering.

Sale of the Company. (a) If In the Board and event of an Acquisition Event, the holders Employee agrees to vote the Employee Shares in favor of the Acquisition Event and, if the Acquisition Event is a majority sale of the Company's Preferred Stock and Common Stock approve a Sale of the Company (the "Approved Sale"), the holders of Executive Stock shall consent to and raise no objections against the Approved Sale of the Company, and if the Approved Sale of the Company is structured as a sale of ’s capital stock, the holders of Executive Stock shall will agree to sell their shares of Executive Stock and surrender their stock options his or her Employee Shares on the terms and conditions approved by the Board and the holders of a majority of the Company's Preferred Stock and Common Stock’s Board. The holders of Executive Stock shall Employee will not exercise any statutory dissenters’ right with regard to an Acquisition Event and will take all necessary and desirable actions in connection with the consummation of the Approved Sale of the CompanyAcquisition Event. (b) The obligations of Notwithstanding Section 6(a), the holders of Executive Stock with respect to the Approved Sale right of the Company are to consummate any Acquisition Event structured as a sale of stock is subject to the satisfaction of the following conditions: (i) conditions that upon the consummation of the Approved SaleSales Event, all of the holders of Common Stock shall Employee will receive the same form and amount of consideration per share of Common Stockfor the Vested Shares as any other shareholder, or if any holders of Common Stock other shareholders are given an option as to the form and amount of consideration to be received, all holders shall the Employee will be given the same option; and (ii) all holders . The Unvested Shares, if any, shall, as determined in the sole discretion of then currently exercisable rights the Company, either continue to acquire shares vest pursuant to the terms of Common Stock shall Section 2 of this Agreement, be given an opportunity to either (A) exercise such rights forfeited or become fully vested immediately prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rightsSales Event. (c) If the Company or the holders any shareholders of the Company's securities Company enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by under the Securities Exchange Commission Act may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall at Employee will, to the request of the Companyextent required to comply with Rule 506, appoint a "purchaser representative" representative (as such term is defined in Rule 501501 under the Securities Act) reasonably acceptable to the Company. If any holder of Executive Stock the Employee appoints a the purchaser representative designated by the Company, the Company shall will pay the fees of such purchaser representative. However, representative and if any holder of Executive Stock the Employee declines to appoint the purchaser representative designated by the Company, such holder shall the Employee will appoint another purchaser representative (reasonably acceptable to the Company), ) and such holder shall the Employee will be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders of Executive Stock (if any) shall The Employee will bear their pro-his or her pro rata share (based upon the number of all shares of Common Stock sold by each seller including the Investors and each other Executivein an Acquisition Event) of the costs of any sale of Executive Stock pursuant to an Approved Sale such Acquisition Event to the extent such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive the Employee and the other holders of Executive Stock on their own his or her behalf shall will not be considered costs of the transaction hereundertransaction. (e) The provisions of this paragraph 6 shall terminate upon the completion of a Qualified Public Offering.

Sale of the Company. (a) If the Board and the holders of a majority of the shares of Common Stock held by the Xxxx Group approve a sale of all or substantially all of the Company's Preferred Stock and Common Stock approve assets determined on a Sale consolidated basis or a sale of all (or, for accounting, tax or other reasons, substantially all) of the Company Company's outstanding capital stock (the whether by merger, recapitalization, consolidation, reorganization, combination or otherwise) to an Independent Third Party or group of Independent Third Parties (each such sale, an "Approved Sale"), the holders each holder of Executive Stock shall will vote for, consent to and raise no objections against such Approved Sale. If the Approved Sale of the Company, and if the Approved Sale of the Company is structured as (i) a merger or consolidation, each holder of Executive Stock will waive any dissenters' rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of stock, the holders each holder of Executive Stock shall will agree to sell their all of his shares of Executive Stock and surrender their stock options rights to acquire shares of Executive Stock on the terms and conditions approved by the Board and the holders of a majority of the Company's Preferred Common Stock and Common Stockthen outstanding. The holders Each holder of Executive Stock shall will take all necessary and or desirable actions in connection with the consummation of the Approved Sale of as requested by the Company. (b) The obligations of the holders of Executive Common Stock with respect to the an Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the such Approved Sale, all each holder of Common Stock will receive the same form of consideration and the same portion of the aggregate consideration that such holders of Common Stock shall receive would have received if such aggregate consideration had been distributed by the same form Company in complete liquidation pursuant to the rights and amount preferences set forth in the Company's Certificate of consideration per share of Common Stock, or Incorporation as in effect immediately prior to such Approved Sale; (ii) if any holders of a class of Common Stock are given an option as to the form and amount of consideration to be received, all holders shall each holder of such class of Common Stock will be given the same option; and (iiiii) all holders each holder of then currently exercisable rights to acquire shares of a class of Common Stock shall will be given an opportunity to either (A) exercise such rights prior to the consummation of the such Approved Sale and participate in such sale Approved Sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share class of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rightsStock. (c) If the Company or the holders of the Company's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall will, at the request of the Company, appoint a "purchaser representative" representative (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the Company, the Company shall will pay the fees of such purchaser representative. However, but if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall will appoint another purchaser representative (reasonably acceptable to the Company)representative, and such holder shall will be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders of Executive Stock (if any) shall will bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executivesold) of the costs of any sale of Executive Stock pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock on their own behalf shall will not be considered costs of the transaction hereunder. (e) The provisions of this paragraph 6 shall Section 9 will terminate upon the completion consummation of a Qualified Public Offering.

Sale of the Company. (a) If the Board and the holders of a majority of the Company's Preferred Stock and Common Stock approve a Sale of the Company (the "Approved Sale"), the holders of Executive Stock shall consent to and raise no objections against the Approved Sale of the Company, and if the Approved Sale of the Company is structured as a sale of capital stock, the holders of Executive Stock shall agree to sell their shares of Executive Stock and surrender their stock options on the terms and conditions approved by the Board and the holders of a majority of the Company's Preferred Stock and Common Stock. The holders of Executive Stock shall take all necessary and desirable actions in connection with the consummation of the Approved Sale of the Company. Notwithstanding the foregoing, in the event that the consideration to be received by the holders of Stock in connection with the Approved Sale shall include either (a) shares of common stock of a class which is not listed on a national securities exchange or in the NASDAQ system and which is not entitled to registration rights for sale in a registered public offering under the Securities Act of 1933 or (b) shares of senior equity securities which do not provide for a scheduled redemption or a redemption at the option of the holders thereof, such holders shall not be required to sell their shares of Stock pursuant to this Paragraph 5(a) (collectively, the "Illiquid Consideration"). (b) The obligations of the holders of Executive Stock with respect to the Approved Sale of the Company are is subject to the satisfaction of the following conditions: (i) condition that, upon the consummation of the Approved Sale, all of the holders of Common Stock shall receive the same form and amount of consideration per share of Common Stock, or if any holders of Common Stock are given an option as to the form and amount of consideration to be received, all holders shall be given the same option; and (ii) all holders of then currently exercisable rights to acquire shares of Common Stock shall be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rights. (c) If the Company or the holders of the Company's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall at the request of the Company, appoint a "purchaser representative" (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the Company, the Company shall pay the fees of such purchaser representative. However, if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall be responsible for the fees of the purchaser representative so appointed. (d) Executive Participants and the other holders of Executive Stock (if any) shall bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executivesold) of the costs of any sale of Executive Stock pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive Participants and the other holders of Executive Stock on their own behalf shall not be considered costs of the transaction hereunder. (e) The provisions of this paragraph 6 Paragraph 5 shall terminate upon the completion of a Qualified Public Offering. (f) For purposes of this Paragraph 5, "Independent Third Party" shall mean any Person who, immediately prior to the contemplated transaction, does not own in excess of 5% of the Company's Stock on a fully-diluted basis (a "5% Owner"); who is not controlling, controlled by or under control with any such 5% Owner and who is not the spouse or descendent (by birth or adoption) of any such 5% Owner or a trust for the benefit of such 5% Owner and/or such other Persons; "Person" shall mean an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof; "Qualified Public Offering" shall mean the sale in an underwritten public offering registered under the Securities Act of 1933 of Shares of the Company's Stock resulting in aggregate gross proceeds to the Company of at least $50 million and a price per share of not less than $108.2353 (as such amount is equitably adjusted for subsequent stock splits, stock dividends and recapitalizations); and "Sale of the Company" shall mean the sale of the Company to an Independent Third Party or affiliated group of Independent Third Parties pursuant to which such party or parties acquire (i) capital stock of the Company possessing the voting power to elect a majority of the Company's board of directors (whether by merger, consolidation or sale or transfer of the Company's capital stock) or (ii) all or substantially all the Company's assets determined on a consolidated basis.

Sale of the Company. (a) If the Board and the holders of a majority of the Company's Preferred Stock and Common Stock Investor Shares approve a Sale of the Company to an Independent Third Party (the an "Approved SaleAPPROVED SALE"), the holders each holder of Executive Stock Stockholder Shares shall vote for, consent to and raise no objections against such Approved Sale. If the Approved Sale of the Company, and if the Approved Sale of the Company is structured as a (i) merger, consolidation or other similar transaction for which dissenters' rights, appraisal rights or similar rights are available, each holder of Stockholder Shares shall waive any dissenters' rights, appraisal rights or similar rights in connection with such merger, consolidation or other similar transaction for which dissenters' rights, appraisal rights or similar rights are available or (ii) sale of stock, the holders each holder of Executive Stock Stockholder Shares shall agree to sell their shares all of Executive Stock his Stockholder Shares and surrender their stock options rights to acquire Stockholder Shares on the terms and conditions approved by the Board and the holders of a majority of the Company's Preferred Stock and Common StockInvestor Shares (voting as a single class) then outstanding. The holders Each holder of Executive Stock Stockholder Shares shall take all necessary and or desirable actions in connection with the consummation of the Approved Sale of as reasonably requested by the Company. (b) The obligations of the holders of Executive Stock Stockholder Shares with respect to the Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all each holder of the holders a particular class of Common Stock Stockholder Shares shall receive the same form of consideration and the same amount of consideration per share of Common Stockshare, or (ii) if any holders of Common Stock a class of Stockholder Shares are given an option as to the form and amount of consideration to be received, all holders each holder of such class of Stockholder Shares shall be given the same option; , and (iiiii) all holders each holder of then currently exercisable rights to acquire shares of Common Stock a class of Stockholder Shares shall be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock such class of Stockholder Shares or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock a class of Stockholder Shares received by the holders of Common Stock such class of Stockholder Shares in connection with the Approved Sale less the exercise price per share of Common Stock such class of Stockholder Shares or such rights to acquire Common Stock such class of Stockholder Shares by (2) the number of shares of Common Stock such class of Stockholder Shares represented by such rights. (c) If either the Company or the holders of the Company's securities Stockholder Shares enter into any a negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities and Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall Stockholder Shares will, at the request of the Company, appoint a "purchaser representative" representative (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock Stockholder Shares appoints a purchaser representative designated by the Company, the Company shall will pay the fees of such purchaser representative. However, but if any holder of Executive Stock Stockholder Shares declines to appoint the purchaser representative designated by the Company, Company such holder shall will appoint another purchaser representative (reasonably acceptable if necessary to the Company)comply with Rule 506, and such holder shall will be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders Holders of Executive Stock (if any) shall Stockholder Shares will bear their pro-pro rata share (based upon the number of all shares sold by each seller including the Investors and each other Executivesold) of the reasonable out of pocket costs of any sale of Executive Stock such Stockholder Shares pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock Stockholder Shares and are not otherwise paid by the Company or the acquiring party. For purposes of this SECTION 6(d), costs incurred in exercising reasonable efforts to take all actions in connection with the consummation of an Approved Sale in accordance with SECTION 6(a) shall be deemed to be for the benefit of all holders of the Stockholder Shares. Costs incurred by Executive and the other holders of Executive Stock Stockholder Shares on their own behalf shall will not be considered costs of the transaction hereunder. (e) The provisions of this paragraph This SECTION 6 shall terminate with respect to each Stockholder Share upon the completion earlier of (i) the consummation of a Qualified Public OfferingOffering and (ii) the consummation of an Approved Sale.

Sale of the Company. (a) If the Board and the holders of a majority of the Company's Preferred Stock and Common Stock approve a Sale of the Company (the "Approved Sale"), the holders of Executive Stock shall Securities will consent to and raise no objections against the Approved Sale of the Company, and if the Approved Sale of the Company is structured as a sale of stock, the holders of Executive Stock shall Securities will agree to sell their shares of Executive Stock and surrender their stock options Securities on the terms and conditions approved by the Board and the holders of a majority of the Company's Preferred Common Stock and Common Stockwill raise no objections to process and will waive dissenters or similar rights. The holders of Executive Stock shall Securities will take all necessary and desirable actions in connection with the consummation of the Approved Sale of the Company. The Company shall give Management thirty days notice prior to a Sale of the Company. (b) The obligations of the holders of Executive Stock Securities with respect to the Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all of the holders of Common Stock shall will receive the same form and amount of consideration per share of Common Stock, or if any holders of Common Stock are given an option as to the form and amount of consideration to be received, all holders shall will be given the same option; and (ii) all holders of then currently exercisable rights to acquire shares of Common Stock shall will be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rights. (c) If the Company or the holders of the Company's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Common Stock shall will, at the request of the Company, appoint a "purchaser representative" representative (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Common Stock appoints a purchaser representative designated by the Company, the Company shall will pay the fees of such purchaser representative. However, but if any holder of Executive Common Stock declines to appoint the purchaser representative designated by the Company, Company such holder shall will appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall will be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders of Executive Common Stock (if any) shall will bear their pro-pro rata share (based upon the number of all shares sold by each seller including the Investors and each other Executivesold) of the costs of any sale of Executive Common Stock pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Common Stock on their own behalf shall will not be considered costs of the transaction hereunder. (e) The provisions of this paragraph 6 shall will terminate upon the completion of a Qualified Public Offering.

Sale of the Company. (a) If the Board and the holders of a majority of the Company's Preferred Stock and Common Stock approve a Sale of the Company is approved in accordance with Section 7 of the Stockholders Agreement (the "an “Approved Sale"”), the holders each holder of Executive Stock Director Securities shall vote for, consent to and raise no objections against such Approved Sale. If the Approved Sale of the Company, and if the Approved Sale of the Company is structured as a (i) merger or consolidation, the holders of Director Securities shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of stock, the holders of Executive Stock Director Securities shall agree to sell all of their shares of Executive Stock Option Shares and surrender their stock options rights to acquire Option Shares on the terms and conditions approved by the Board and Supermajority Vote (as defined in the holders of a majority of the Company's Preferred Stock and Common StockStockholders Agreement). The holders of Executive Stock Director shall take all necessary and or desirable actions in connection with the consummation of the Approved Sale of as requested by the CompanyPerson(s) entitled to request the stockholders to take such actions pursuant to the Stockholders Agreement. (b) The obligations of the holders of Executive Stock with respect to the Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all of the holders of Common Stock shall receive the same form and amount of consideration per share of Common Stock, or if any holders of Common Stock are given an option as to the form and amount of consideration to be received, all holders shall be given the same option; and (ii) all holders of then currently exercisable rights to acquire shares of Common Stock shall be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rights. (c) If the Company or the holders of the Company's ’s securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated under the 1933 Act by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Director, together with the Company’s other senior management employees or directors which have entered into Stock Option Agreements with the Company (such other senior management employees or directors, the “Other Executives”), shall at the request of the Company, appoint a "“purchaser representative" ” (as such term is defined in Rule 501501 under the 0000 Xxx) reasonably acceptable to the Company. If any holder of Executive Stock appoints the Director and the Other Executives appoint a purchaser representative designated by the Company, the Company shall pay the fees of such purchaser representative. However, if the Director or any holder of Other Executive Stock declines to appoint the purchaser representative designated by the Company, the Director or such holder Other Executive, as the case may be, shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder person shall be responsible for the fees of the purchaser representative so appointedappointed unless such person is an Accredited Investor (as defined in Rule 501). (d) Executive and the other holders of Executive Stock (if any) shall bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executive) of the costs of any sale of Executive Stock pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock on their own behalf shall not be considered costs of the transaction hereunder. (e) The provisions of this paragraph 6 shall terminate upon the completion of a Qualified Public Offering.

Sale of the Company. (a) If the Board and the holders of a majority of the Company's Preferred Stock and Common Stock Ordinary Shares approve a Sale of the Company (the "Approved Sale"), the all holders of Executive Stock shall consent to and raise no objections against the Approved Sale of the CompanySale, and if the Approved Sale of the Company is structured as a sale of stock, the holders of Executive Stock shall agree to sell their shares of Executive Stock and surrender their stock options on the terms and conditions approved by the Board and the holders of a majority of the Company's Preferred Stock and Common StockOrdinary Shares. The holders of Executive Stock shall take all necessary and desirable actions in connection with the consummation of the Approved Sale of the CompanySale. (b) The obligations of the holders of Executive Stock with respect to the Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all of the holders of Common Stock Ordinary Shares shall receive the same form and amount of consideration per share of Common StockOrdinary Share, or if any holders of Common Stock the Ordinary Shares are given an option as to the form and amount of consideration to be received, all holders shall be given the same option; (ii) no holder of Executive Stock shall be required to join in any indemnification obligations or other obligations (other than with respect to representations and warranties given by such person regarding such person's title to and ownership of Executive Stock or covenants with respect to such holder) (A) in excess of such person's pro rata portion (determined on the basis of consideration received or receivable by such holder of Executive Stock in such transaction relative to the aggregate consideration received or receivable by all holders of the Company's equity securities in their capacity as such) of such indemnification obligations or other obligations or (B) in excess of the greater of (I) 50% of the after-tax proceeds received or receivable by such person as a result of such transaction and (iiII) the aggregate Acquisition Cost for the equity securities sold by such holder in such transaction and (iii) all holders of then currently exercisable rights to acquire shares of Common Stock Class D Convertible Shares shall be given an opportunity to either (A) exercise such their rights to convert to Ordinary Shares prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock Ordinary Shares or (B) upon the consummation of the Approved Sale, receive in exchange for such rights Class D Convertible Shares consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock Ordinary Share received by the holders of Common Stock Ordinary Shares in connection with the Approved Sale less the exercise price Conversion Price per share of Common Stock of such rights to acquire Common Stock Class D Convertible Share by (2) the number of shares Ordinary Shares issuable upon conversion of Common Stock represented by such rightsClass D Convertible Shares. (c) If Each holder of Executive Stock shall bear his or her pro rata share (determined on the Company basis of consideration received or receivable by such holder of Executive Stock in such transaction relative to the aggregate consideration received or receivable by all holders of the Company's equity securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall at the request of the Company, appoint a "purchaser representative" (their capacity as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the Company, the Company shall pay the fees of such purchaser representative. However, if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders of Executive Stock (if any) shall bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executivesuch) of the costs of any sale of Executive Stock pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock Ordinary Shares and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders each such holder of Executive Stock on their his or her own behalf shall not be considered costs of the transaction hereunder. (ed) The provisions Notwithstanding anything else to the contrary set forth herein or the Company's Articles of Association, in the event of a Sale of the Company (whether or not such Sale of the Company is an Approved Sale), each holder of Executive Stock acknowledges that (i) the consideration to be received in exchange for each Class A Convertible Share, Class B Convertible Share and Class C Convertible Share that is unvested as of the closing date of the Sale of the Company (after giving effect to any acceleration under paragraph 2(c) hereof) shall equal the lesser of (x) the amount per share paid to holders of Ordinary Shares in such transaction triggering a Sale of the Company and (y) the Original Cost for such Convertible Share and (ii) the consideration to be received or receivable in exchange for each Class D Convertible Share shall equal the amount determined by multiplying (x) the same amount of consideration per Ordinary Share received or receivable by the holders of Ordinary Shares in connection with the Sale of the Company less the Conversion Price per Class D Convertible Share by (y) the number of Ordinary Shares issuable upon conversion of such Class D Convertible Shares. In furtherance of the acknowledgments in this paragraph 6 8(d), each holder of Executive Stock agrees that (A) all unvested Class A Convertible Shares, Class B Convertible Shares and Class C Convertible Shares which are not vested in connection with a Sale of the Company shall terminate automatically be deemed transferred to a buyer of the Company and cancelled, without further action on the part of such buyer, the Company or any Executive, in connection with the consummation of such Sale of the Company upon payment by the completion buyer or its designee of an amount in cash (or other form of consideration payable in connection with such Sale of the Company) equal to the lesser of the number of Class A Convertible Shares, Class B Convertible Shares and Class C Convertible Shares held by an Executive multiplied by the amount per share paid to holders of Ordinary Shares in such transaction triggering a Qualified Public OfferingSale of the Company and the Original Cost for all such unvested Class A Convertible Shares, Class B Convertible Shares and Class C Convertible Shares and (B) all Class D Convertible Shares which are not converted to Ordinary Shares in connection with such Sale of the Company shall automatically be deemed transferred to a buyer of the Company and cancelled, without further action on the part of such buyer, the Company or an Executive, in connection with consummation of such Sale of the Company upon payment by the buyer or its designee of an amount in cash (or other form of consideration payable in connection with such Sale of the Company) equal to the amount determined by multiplying (1) the same amount of consideration per Ordinary Share received or receivable by the holders of Ordinary Shares in connection with the Approved Sale less the Conversion Price per Class D Convertible Share by (2) the number of Ordinary Shares issuable upon conversion of such Class D Convertible Shares.

Sale of the Company. (a) If the Board and the holders of a majority of the Company's Preferred Stock and Common Stock approve approves a Sale of the Company (the "an “Approved Sale"”), the holders holder of Executive Stock the Option and each holder of Issued Shares shall vote for, consent to and raise no objections against such Approved Sale. If the Approved Sale of the Company, and if the Approved Sale of the Company is structured as a (i) merger or consolidation, the holder of the Option and each holder of Issued Shares shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of stock, the holders holder of Executive Stock the Option and each holder of Issued Shares shall agree to sell (including, without limitation, by executing and delivering definitive agreements with respect thereto) all of their shares of Executive Stock Option Shares and surrender their stock options rights to acquire Option Shares on the terms and conditions approved by the Board and the holders of a majority of the Company's Preferred Stock and Common StockBoard. The holders of Executive Stock Participant shall take all necessary and or desirable actions in connection with the consummation of the Approved Sale of as requested by the Board or the Company. (b) The obligations of the holders of Executive Stock with respect to the Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all of the holders of Common Stock shall receive the same form and amount of consideration per share of Common Stock, or if any holders of Common Stock are given an option as to the form and amount of consideration to be received, all holders shall be given the same option; and (ii) all holders of then currently exercisable rights to acquire shares of Common Stock shall be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rights. (c) If the Company or the holders of the Company's ’s securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated under the 1933 Act by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the Participant, holders of Executive Stock Issued Shares, together with the Company’s other employees or directors which have entered into stock option agreements with the Company (such other employees or directors, the “Other Participants”), shall at the request of the Company, appoint a "“purchaser representative" ” (as such term is defined in Rule 501501 under the 0000 Xxx) reasonably acceptable to the Company. If any holder of Executive Stock appoints the Participant and the Other Participants appoint a purchaser representative designated by the Company, the Company shall pay the fees of such purchaser representative. However, if the Participant or any holder of Executive Stock Other Participant declines to appoint the purchaser representative designated by the Company, the Participant or such holder Other Participant, as the case may be, shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder person shall be responsible for the fees of the purchaser representative so appointedappointed unless such person is an Accredited Investor (as defined in Rule 501). (dc) Executive The holder of the Option and the other holders each holder of Executive Stock (if any) shall Issued Shares will bear their pro-rata share (based upon the number net proceeds received by holders of all options and shares sold by each seller including of capital stock of the Investors and each other ExecutiveCompany) of the costs of any sale of Executive Stock Issued Shares pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders holder of Executive Stock the Option or any holder of Issued Shares on their his own behalf shall will not be considered costs of the transaction hereunder. (ed) The provisions of restrictions set forth in this paragraph 6 Section 3 shall terminate upon immediately prior to the completion consummation of a Qualified Public Offeringan IPO (as hereinafter defined).

Sale of the Company. (a) If the Board and Subject to Section 9, if the holders of a majority of the Company's Preferred Stock and shares of Common Stock (voting as a single class) then outstanding approve a Sale of the Company (the "an “Approved Sale"”), the holders each holder of Executive Stock Stockholder Shares shall vote for, consent to and raise no objections against such Approved Sale. If the Approved Sale of the Company, and if the Approved Sale of the Company is structured as a (i) merger or consolidation, each holder of Stockholder Shares shall waive any dissenters’ rights, appraisal rights or similar rights in connection with such merger or consolidation, (ii) sale of stock, the holders each holder of Executive Stock Stockholder Shares shall agree to sell their shares all of Executive Stock his, her or its Stockholder Shares and surrender their stock options rights to acquire Stockholder Shares on the terms and conditions approved by the Board and the holders of a majority of the shares of Common Stock (voting as a single class) then outstanding or (iii) a sale of assets, each holder of Stockholder Shares shall vote its Stockholder Shares to approve such sale and any subsequent liquidation of the Company or other distribution of the proceeds therefrom, whether by written consent or at a stockholders’ meeting (as requested by the Company's Preferred Stock and Common Stock). The holders Each holder of Executive Stock Stockholder Shares shall take all necessary and or desirable actions in connection with the consummation of the Approved Sale as requested by the Company (whether in his, her or its capacity as a stockholder, director, member of a board committee or other governing body or committee, and including attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings). For the Companyavoidance of doubt, the Stockholders agree that if any shares of Senior Preferred Stock are outstanding at the time an Approved Sale is consummated, no Stockholder shall receive any consideration on account of his, her or its shares of Junior Preferred Stock and/or Common Stock until the Liquidation Value (as such term is defined in the Certificate of Incorporation) plus any accrued but unpaid dividends have been paid to the holders of any outstanding shares of Senior Preferred Stock in accordance with the Certificate of Incorporation. (b) The obligations of the holders of Executive Stock with respect to the Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon Upon the consummation of the Approved Sale, all each Stockholder shall receive in exchange for the Stockholder Shares held by such Stockholder the same portion of the aggregate consideration (taking into account all forms of consideration received by any Stockholder in connection with an Approved Sale) from such Approved Sale that such Stockholder would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the Certificate of Incorporation as in effect immediately prior to the consummation of such Approved Sale. All holders of Common Stock shall receive the same form and amount of consideration per share of Common Stock, or if any holders of Common Stock are given an option as to the form and amount of consideration to be received, all holders shall be given the same option; and (ii) all holders of Stockholder Shares represented by then currently exercisable rights options or warrants to acquire shares of Common Stock shall be given an opportunity opportunity, at the Board’s discretion, to either (A) exercise such rights options or warrants prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights options or warrants consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights options or warrants to acquire Common Stock by (2) the number of shares of Common Stock represented by such rightsthen currently exercisable options or warrants. (c) If the Company or the holders of the Company's ’s securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities and Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders each holder of Executive Stock shall Stockholder Shares will, at the request of the Company, appoint a "“purchaser representative" ” (as such term is defined in Rule 501) reasonably acceptable to the Company. If any such holder of Executive Stock Stockholder Shares appoints a purchaser representative designated by the Company, then the Company shall pay the fees of such purchaser representative. However, but if any such holder of Executive Stock Stockholder Shares declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company)representative, and such holder shall be responsible for the fees of the purchaser representative so appointed. (d) Executive and Generally, the other holders of Executive Stock (if any) Company shall bear their pro-rata share (based upon the number of pay all shares sold by each seller including the Investors and each other Executive) of the transaction costs of associated with any sale of Executive Stock pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock and Stockholder Shares. To the extent such costs are not otherwise paid incurred by the Company prior to the distribution to the holders of Stockholder Shares of proceeds from any Approved Sale or by the acquiring partycompany, such costs shall be borne by each holder according to his, her or its pro rata share (based upon the amount of consideration received by such holder for such Stockholder Shares in the Approved Sale) of the costs of any Approved Sale. Costs incurred Each holder of Stockholder Shares shall be obligated to join on a pro rata basis (based upon the amount of consideration received by Executive and such holder for such Stockholder Shares in the Approved Sale) in any indemnification or other obligations that the holders of Executive a majority of the shares of Common Stock on their own behalf (voting as a single class) then outstanding agrees to provide in connection with such Approved Sale (other than any such obligations that relate specifically to a holder of Stockholder Shares such as indemnification with respect to representations and warranties given by a holder regarding such holder’s title to and ownership of Stockholder Shares); provided that such indemnification shall not be considered costs of the transaction hereunderexceed such holder’s net proceeds from such Approved Sale. (e) Notwithstanding anything to the contrary contained herein, all of the Stockholders collectively irrevocably constitute and appoint the Investor, as their agent and representative to act from and after the date hereof and to do any and all things and execute any and all documents which may be necessary, convenient or appropriate to facilitate the consummation of an Approved Sale (including in their capacity as optionholders and/or warrantholders), including but not limited to: (i) execution of the documents and certificates pursuant to an Approved Sale; (ii) receipt and forwarding of notices and communications pursuant to an Approved Sale; (iii) administration of the provisions of any agreements entered into in connection with an Approved Sale; (iv) amending any agreement entered into in connection with an Approved Sale or any of the instruments to be delivered pursuant to such Approved Sale; and (v) engaging attorneys, accountants, agents or consultants on behalf of such Stockholders in connection with any Approved Sale or any other agreement contemplated thereby and paying any fees related thereto; provided that in each case, the Investor shall not take any action adverse to any Stockholder unless such action is also taken with respect to other similarly situated Stockholders (in terms of type/form of equity interest held). All acts of the Investor hereunder in its capacity as the agent and representative of the Stockholders shall be deemed to be acts on behalf of the Stockholders and not of the Investor individually. The Investor shall not be liable to the Stockholders in its capacity as agent and representative for any liability of a Stockholder or otherwise or for any error of judgment, any act done or step taken or for any mistake in fact or law, in each case to the extent taken or omitted by it in good faith. The Investor may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Agreement or its duties hereunder, and it shall incur no liability in its capacity as agent and representative to the Stockholders or the Company and shall be fully protected with respect to any action taken, omitted or suffered by it in good faith in accordance with the advice of such counsel. The Investor shall not by reason of this Agreement have a fiduciary relationship in respect of any Stockholder, except in respect of amounts received on behalf of the Stockholders. The appointment of the Investor as the agent and representative of the Stockholders is coupled with an interest and shall be irrevocable by any Stockholder in any manner or for any reason. This authority granted to the Investor shall not be affected by the death, illness, dissolution, disability, incapacity or other inability to act of the principal pursuant to any applicable law. (f) The provisions of this paragraph 6 Section 4 shall terminate upon the completion consummation of a Qualified the Company’s initial Public Offering.

Sale of the Company. (a) Consent to Sale of the Company. If the Board and the holders of a ------------------------------- majority of the Company's Preferred Stock and Common Stock then out-standing approve a Sale of the Company (including any Qualified Sale of the Company) (the "Approved Sale"), the holders of Executive Stock you ------------- shall consent to and raise no objections against the Approved Sale of the Company, and if . If the Approved Sale of the Company is structured as a sale of stock, the holders of Executive Stock you shall agree to sell their shares all of Executive Stock your Option Shares and surrender their stock options vested rights to acquire Option Shares on the terms and conditions approved by the Board and the holders of a majority of the Company's Preferred Common Stock then outstanding. If the Approved Sale is structured as a merger, you shall approve the merger and Common Stockyou hereby agree to waive all dissenters, approval or similar rights you may have in connection therewith. The holders of Executive Stock You shall take all necessary and desirable actions in connection with the consummation of the any Approved Sale as reasonably requested by the Board or holders of a majority of the Company's Common Stock then outstanding. (b) The Your obligations of the holders of Executive Stock with respect to the Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all of the holders of Common Stock you shall receive the same form and amount of consideration per share and the same portion of Common Stock, or the aggregate consideration that you would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the Company's Certificate of Incorporation as in effect immediately prior to the consummation of the Approved Sale; (ii) if any holders other holder of Common Stock are capital stock of the Company is given an option as to the form and amount of consideration to be received, all holders you shall be given the same option; and (iiiii) all holders of then currently exercisable rights to acquire shares of Common Stock you shall be given an opportunity to either (A) exercise such rights all Options vested or vesting in connection with the Approved Sale prior to the consummation of the Approved Sale thereof and participate in such sale as holders a holder of the Common Stock or (B) receivable upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rightsOptions. (c) If the Company or the holders of the Company's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall at the request of the Company, appoint a "purchaser representative" (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the Company, the Company shall pay the fees of such purchaser representative. However, if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders of Executive Stock (if any) shall bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executive) of the costs of any sale of Executive Stock pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock on their own behalf shall not be considered costs of the transaction hereunder. (e) The provisions of this paragraph 6 shall terminate upon the completion of a Qualified Public Offering.

Sale of the Company. (a) If If, after the Board and the holders of a majority third anniversary of the Company's Preferred Stock and Common Stock approve Closing Date, THL elects to consummate, or to cause the Company to consummate, a transaction constituting a Sale of the Company, THL shall notify the Company (and the "Approved Sale")other Securityholders in writing of that election, the holders of Executive Stock shall all other Securityholders will agree to participate in, consent to and raise no objections against to the Approved proposed transaction, and the Securityholders and the Company will take all other actions reasonably necessary or desirable to cause the consummation of such Sale of the Company on the terms proposed by THL. In connection therewith, each other Securityholder shall be required to make the same representations, warranties, covenants, indemnities and agreements as THL agrees to make in connection with the Sale of the Company (except in the case of representations and warranties pertaining specifically to, or covenants made specifically by, THL, the other Securityholders shall make comparable representations and warranties pertaining specifically to (and, as applicable, covenants by) themselves), and must agree to bear his or its ratable share (which shall be proportionate based on the value of Securities sold) of all liabilities to the Transferees arising out of representations, warranties and covenants (other than those representations, warranties and covenants that pertain specifically to a given Securityholder), indemnities or other agreements made in connection with the Sale of the Company; provided, that no Executive Investor or Employee shall be required to indemnify any indemnitee for any amount, in the aggregate, in excess of the proceeds that such Executive Investor or Employee receives in connection with any such transaction. Each Securityholder will bear its, his or her pro-rata share (based on the relative amount of Securities sold) of all reasonable and customary costs of the sale of Securities pursuant to this Section 4.1(a) to the extent such costs are not otherwise paid by the acquirer. Without limiting the foregoing, (i) if the Approved proposed Sale of the Company is structured as a sale of stockassets or a merger or consolidation, or otherwise requires equityholder approval, the holders Securityholders and the Company will vote or cause to be voted all Securities that they hold or with respect to which such Securityholder has the power to direct the voting and which are entitled to vote on such transaction in favor of Executive Stock shall such transaction and will waive any appraisal rights which they may have in connection therewith and (ii) if the proposed Sale of the Company is structured as or involves a sale or redemption of Securities, the Securityholders will agree to sell their shares pro-rata share of Executive Stock and surrender their stock options the Securities being sold in such Sale of the Company on the terms and conditions approved by the Board THL, and the holders of a majority of the Company's Preferred Stock and Common Stock. The holders of Executive Stock shall take all necessary and desirable actions Securityholders will execute any merger, asset purchase, security purchase, recapitalization or other sale agreement approved by THL in connection with the consummation of the Approved such Sale of the Company. (b) The obligations of the holders of Executive Stock with respect to the Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all of the holders of Common Stock shall receive the same form and amount of consideration per share of Common Stock, or if any holders of Common Stock are given an option as to the form and amount of consideration to be received, all holders shall be given the same option; and (ii) all holders of then currently exercisable rights to acquire shares of Common Stock shall be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rights. (c) If the Company or the holders of the Company's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall at the request of the Company, appoint a "purchaser representative" (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the Company, the Company shall pay the fees of such purchaser representative. However, if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders of Executive Stock (if any) shall bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executive) of the costs of any sale of Executive Stock pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock on their own behalf shall not be considered costs of the transaction hereunder. (e) The provisions of this paragraph 6 shall terminate upon the completion of a Qualified Public Offering.

Sale of the Company. (a) If In the Board and the holders event of a majority of the Company's Preferred Stock and Common Stock approve a Sale of the Company (the "an Approved Sale"), the holders of Executive Stock shall each Stockholder will (i) consent to and raise no objections against the Approved Sale of or the Companyprocess pursuant to which the Approved Sale was arranged, (ii) waive any dissenter's rights and other similar rights, and (iii) if the Approved Sale of the Company is structured as a sale of stocksecurities, the holders of Executive Stock shall each Stockholder will agree to sell their shares its Stockholder Shares (and any other capital stock of Executive Stock and surrender their stock options the Company) on the terms and conditions approved by the Board and the holders of a majority of the Company's Preferred Stock and Common Stock. The holders of Executive Stock shall take all necessary and desirable actions in connection with the consummation of the Approved Sale; provided that it is acknowledged that each Stockholder retains his, her or its right to object to the Approved Sale on the basis that the members of the CompanyBoard are in breach of their fiduciary duty as members of the Board. (b) The obligations of the holders of Executive Stock with respect to the Approved Sale of the Company each Stockholder under this Section 5 are subject to the satisfaction of the following conditions: (i) upon the consummation of the an Approved Sale, all each Stockholder shall receive in exchange for the Stockholder Shares (and any other capital stock of the Company) held by such Stockholder the same portion of the aggregate consideration from such sale or exchange that such Stockholder would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the Certificate of Incorporation, (ii) if the holders of Common Stock shall receive a class or series of capital stock of the same form and amount of consideration per share of Common Stock, or if any holders of Common Stock Company are given an option as to the form and amount of consideration to be received, all holders of shares of such class or series of capital stock shall be given the same optionoption (excluding any options or similar securities given to an executive of the Company as an incentive to remain an employee following the Approved Sale; provided that such incentive compensation is reasonable under the circumstances and is negotiated by the Company, such executive and the applicable purchaser in good faith without the intention of allocating incentive consideration to an executive in excess of what such purchaser would normally allocate in lieu of paying a larger purchase price for the Company), (iiiii) all holders each holder of then currently exercisable rights to acquire shares of Common Stock Stockholder Shares shall be given an opportunity no less than ten (10) days notice to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders a holder of Common such Stockholder Shares, and (iv) with respect to any Approved Sale that implies an equity value of less than the aggregate "Liquidation Payment" of the outstanding Series B Stock or (B) upon as of the date of consummation of the Approved Sale, the Company shall receive in exchange for a customary fairness opinion with respect to such rights consideration equal Approved Sale from an investment bank reasonably acceptable to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock in connection with a majority of the Approved Sale less Sentinel Stockholder Shares and the exercise price per share holders of Common Stock a majority of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rightsNon-Sentinel Stockholder Shares. (c) If the Company or the holders of the Company's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall at the request of the Company, appoint a "purchaser representative" (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the Company, the Company shall pay the fees of such purchaser representative. However, if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders of Executive Stock (if any) shall All Stockholders will bear their pro-pro rata share (based upon the number of all shares sold by each seller including consideration received pursuant to the Investors and each other ExecutiveApproved Sale) of the reasonable costs of any sale of Executive Stock pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock Stockholders and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock any Stockholder on their its own behalf shall will not be considered costs of the transaction hereunder. (d) Sentinel and the Company covenant that so long as Sentinel holds at least a majority of the Sentinel Stockholder Shares outstanding on the date of this Agreement, they will give GE and Midwest prompt written notice of the commencement of a process intended to consummate in a Sale of the Company; provided that GE shall be entitled to such notice only so long as GE owns a majority of the Stockholder Shares held by it on the date of this Agreement and Midwest shall be entitled to such notice only so long as Midwest owns a majority of the Stockholder Shares held by it on the date of this Agreement. (e) The provisions Each Stockholder will take all necessary and desirable actions as directed by the Board and the Approving Stockholders in connection with the consummation of this paragraph 6 any Approved Sale, including without limitation executing the applicable purchase agreement and granting identical indemnification rights; provided that (i) each Stockholder shall terminate upon only be severally obligated to join on a pro rata basis (based on such Stockholder's share of the completion aggregate proceeds paid with respect to his or its interest) in any indemnification obligation agreed to in connection with such Approved Sale, other than any such obligations that relate to breaches of a Qualified Public Offeringcovenants by such Stockholder or breaches of representations specifically concerning such Stockholder (i.e. such Stockholder's ownership of shares, title, authority, investment intent, etc.), for which such Stockholder shall be fully liable, and (ii) each Stockholder's indemnity obligation shall be limited to an amount equal to the net cash proceeds paid to such Stockholder in connection with such Approved Sale (other than obligations resulting from breaches of covenants by such Stockholder or breaches of representations specifically concerning such Stockholder, as to which no limitation shall apply).

Sale of the Company. (a) If In the event that the Board and of Directors of the holders of Company or the Majority Holders shall propose to effect a majority sale or similar transaction affecting all the outstanding shares of the Company's Preferred Stock , a merger, consolidation or reincorporation of the Company or a sale of all or substantially all of the assets of Company and Common Stock approve its Subsidiaries (a "Sale of the Company"), provided that such Sale of the Company is not with or to any Interested Party, Executive shall join in, and cooperate in effecting, the Sale of the Company (including without limitation the "Approved Sale"Transfer of the Initial Shares and the Options Shares pursuant to the Sale of the Company), and shall vote the Initial Shares and the Option Shares in favor of the Sale of the Company if a vote of the holders of the Common Stock is necessary to effect the Sale of the Company; provided that Executive Stock receives the same consideration for each Initial Share and Option Share as every other holder of the Common Stock. (b) Executive shall consent execute and deliver all such documents, certificates, agreements, stock powers, indemnifications, guarantees and instruments which Majority Holders shall be required to execute and raise no objections against the Approved deliver in connection with any Sale of the Company, and if Executive shall deliver the Approved Initial Shares and the Option Shares free and clear of all Liens. (c) In the event of any Sale of the Company is structured as a sale resulting in the conversion or exchange of stockthe Common Stock, any securities issued in respect of the holders of Executive Stock shall agree to sell their shares of Executive Stock Initial Shares and surrender their stock options on the terms and conditions approved Option Shares shall, if elected by the Board and the holders of a majority Directors of the Company's Preferred Stock , be deemed to be "Initial Shares" and Common Stock. The holders "Option Shares" for purposes of this Agreement; and Executive Stock shall take all necessary and desirable actions in connection with execute any amendment to this Agreement requested by the consummation Board of Directors to continue the application of the Approved provisions of this Agreement to any securities received by Executive in any Sale of the Company. (b) The obligations of the holders of Executive Stock with respect to the Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all of the holders of Common Stock shall receive the same form and amount of consideration per share of Common Stock, or if any holders of Common Stock are given an option as to the form and amount of consideration to be received, all holders shall be given the same option; and (ii) all holders of then currently exercisable rights to acquire shares of Common Stock shall be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rights. (c) If the Company or the holders of the Company's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall at the request of the Company, appoint a "purchaser representative" (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the Company, the Company shall pay the fees of such purchaser representative. However, if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders of Executive Stock (if any) shall bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executive) of the costs of any sale of Executive Stock pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock on their own behalf shall not be considered costs of the transaction hereunder. (e) The provisions of this paragraph 6 shall terminate upon the completion of a Qualified Public Offering.

Sale of the Company. (a) If the Board and the holders of a majority of the Company's Preferred Stock and Common Stock approve a Sale In connection with any sale of the Company (pursuant to Section 7 hereof, each Shareholder and Additional Shareholder that is selling Shares in such transaction shall receive the "Approved Sale")same proportion of each type of consideration received or to be received by all of the Shareholders and Additional Shareholders in the aggregate; provided, however, that if the holders of Executive Stock shall consent to and raise no objections against Non-Triggering Shareholders or the Approved Sale of Non-Triggering Person purchase the Company, and if the Approved Sale such Persons may designate that some or all of the Company is structured as a sale of stock, consideration allocable to their Shares if credited toward the holders of Executive Stock shall agree to sell their shares of Executive Stock and surrender their stock options on the terms and conditions approved by the Board and the holders of a majority of the Company's Preferred Stock and Common Stock. The holders of Executive Stock shall take all necessary and desirable actions in connection with the consummation of the Approved Sale of the CompanySales Price. (b) The obligations of the holders of Executive Stock In connection with respect to the Approved Sale any sale of the Company are subject pursuant to Section 7 hereof, each Shareholder and Additional Shareholder hereby agrees that such sale may take the satisfaction form of a sale of all but not less than all of the following conditions: Shares (in addition to a merger, consolidation or sale of assets), provided, that the Company may not cause such sale to take such form, without the consent of such Shareholder or Additional Shareholder if the taking of such form would materially increase the aggregate tax liability payable in connection with such sale over the liability that would be payable in connection with a merger, consolidation or sale of assets, and each seller: (i) upon constitutes and appoints the consummation Triggering Shareholders as such Person’s true and lawful agents and attorneys-in-fact, with full power and authority in such Person’s name, place and stead to execute (A) any agreement containing the terms of such a sale of stock in accordance with the foregoing, such representations and warranties involving the due authorization, execution, delivery and binding nature as regard such Person of such agreement and the nature of such Person’s title to its Shares as such agents and attorneys-in-fact may deem to be customary and reasonable (provided that no representation or warranty other than as to due authorization, execution, title, delivery and the binding nature of such agreement and as to the good and marketable title of the Approved SaleShares shall survive the closing of such Sales Transaction), and such other terms and provisions binding on such Persons as may be necessary to consummate such transaction, (B) such instruments of conveyance and assignment as may be customary and necessary to consummate such transaction and (C) such receipts and related instruments as may be necessary to evidence such consummation; (ii) authorizes such agents and attorneys-in-fact to deduct or cause to be deducted, or to pay on such Person’s behalf, such Person’s pro rata (based on the number of Shares to be sold by each seller to the total number of Shares to be sold in the Sales Transaction) share of any fees or expenses relating to such transaction, including, without limitation, fees and expenses of counsel and advisors to the Company; (iii) agrees to deliver to such agents and attorneys-in-fact or their designee, acting as a custodian, at or prior to the completion of such transaction, certificates representing all of the holders of Common Stock shall receive the same form and amount of consideration per share of Common Stock, or if any holders of Common Stock are given an option as to the form and amount of consideration Shares to be receivedsold by it, all holders which certificates shall be given the same option; free of all liens, encumbrances and (ii) all holders of then currently exercisable rights to acquire shares of Common Stock endorsements and shall be given an opportunity to either (A) exercise such rights prior to duly endorsed in blank or in the consummation name of the Approved Sale purchaser thereof; and (iv) agrees to sell such Person’s Shares on such terms notwithstanding that such Person withholds consent or approval to such sale, gives any notice to such agents and participate in attorneys-in-fact or any other Person of any nature or takes any other action inconsistent with such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rightssale. (c) If Prior to the consummation of any such sale pursuant to the terms hereof, if a vote or consent of the Board or of shareholders of the Company is required under the Company’s Articles of Incorporation or applicable state law, the holders Board will convene a meeting at which all Directors will vote in favor of such transaction and/or will call a special meeting of all shareholders of the Company's securities enter into any negotiation or transaction for Company at which Rule 506 (or any similar rule then each Shareholder and Additional Shareholder agrees to vote all of its Shares in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall at the request of the Company, appoint a "purchaser representative" (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the Company, the Company shall pay the fees favor of such purchaser representative. Howevertransaction, if any holder of Executive Stock declines to appoint as the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall be responsible for the fees of the purchaser representative so appointedcase may be. (d) Executive and the other holders of Executive Stock (if any) shall bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executive) of the costs of any sale of Executive Stock pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock on their own behalf shall not be considered costs of the transaction hereunder. (e) The provisions of this paragraph 6 shall terminate upon the completion of a Qualified Public Offering.

Sale of the Company. (ai) If the Board and the holders of a majority of the Company's Preferred Stock and Common Stock MDCP Co-Investor Majority approve a Sale of the Company (the an "Approved Sale"), the holders of Executive Stock each Investor shall vote for, consent to and raise no objections against such Approved Sale. If the Approved Sale of the Company, and if the Approved Sale of the Company is structured as a (a) merger or consolidation, each Investor shall waive any minority rights, objection rights, appraisal rights or similar rights in connection with such merger or consolidation or (b) sale of stockOrdinary Shares, the holders of Executive Stock each Investor shall agree to sell their shares Transfer all of Executive Stock its Ordinary Shares and surrender their stock options rights to acquire Ordinary Shares on the terms and conditions approved by the Board and the holders of a majority of the Company's Preferred Stock and Common StockBoard. The holders of Executive Stock Each Investor holding Ordinary Shares shall promptly take all necessary and or desirable actions in connection with the consummation of the Approved Sale of as requested by the CompanyBoard. (bii) The obligations of the holders of Executive Stock Investors holding Ordinary Shares with respect to the Approved Sale of the Company are subject to the satisfaction of the following conditions: (ia) upon the consummation of the Approved Sale, all of the holders of Common Stock Ordinary Shares shall receive the same form and amount of consideration per share of Common Stock, or Ordinary Share; and (b) if any holders of Common Stock Investors, as the case may be, are given an option as to the form and amount of consideration to be received, all holders in respect of their Ordinary Shares, each Investor shall be given the same option; and (ii) all holders of then currently exercisable rights to acquire shares of Common Stock shall be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rights. (ciii) If the Company or the holders of the Company's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect Each Investor Transferring Ordinary Shares pursuant to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall at the request of the Company, appoint a "purchaser representative" (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the Company, the Company this paragraph 7B shall pay the fees of such purchaser representative. However, if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders of Executive Stock (if any) shall bear their pro-its pro rata share (based upon on the number relative aggregate amount of all shares sold consideration received by each seller including the Investors and each other ExecutiveInvestor pursuant to such Transfer of such Ordinary Shares) of the costs of any sale of Executive Stock pursuant to an Approved Sale to the extent such costs are expenses incurred for the benefit of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the Investors in connection with such Transfer and shall be obligated to transfer such Ordinary Shares on such terms, conditions, warranties, representations, covenants, undertakings, indemnities and other holders obligations that the Board specifies in connection with such Transfer (other than any such obligations that relate specifically to a particular Investor such as indemnification with respect to representations and warranties given by a Investor regarding such Investor's title to and ownership of Executive Stock on their own behalf Ordinary Shares, which such Investor shall not be considered costs required to provide only with respect to itself and its Ordinary Shares); provided that no Investor shall be obligated in connection with such Transfer to agree to indemnify or hold harmless the transferees with respect to an amount in excess of the transaction hereunder. net proceeds paid to such holder in connection with such Transfer; provided further that, without limiting the obligations of any other Investor, no Investor shall be required to provide any indemnification (eother than indemnification with respect to representations and warranties given by such Investor regarding such Investor's title to and ownership of Ordinary Shares) The provisions that would violate any provision of such Investor's constitutive documents as in effect on the date of this paragraph 6 shall terminate upon the completion of a Qualified Public OfferingAgreement.

Sale of the Company. (a) If the Board and the holders of a majority of the Common Units then outstanding approve a sale of all or substantially all of the Company's Preferred Stock and Common Stock approve assets determined on a consolidated basis or a sale of all or substantially all of the Company's outstanding securities (whether by merger, recapitalization, consolidation, reorganization, combination or otherwise) to any other Person that is not an Affiliate of a Securityholder in a bona fide, arms-length transaction (collectively, a "Sale of the Company (the "Approved SaleCompany"), the holders each holder of Executive Stock Securityholder Units shall vote for, consent to to, and raise no objections against the Approved against, such Sale of the Company, and if . If the Approved Sale of the Company is structured as (i) a merger or consolidation, each holder of Securityholder Units shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation, or (ii) a sale of stocksecurities, the holders each holder of Executive Stock Securityholder Units shall agree to sell their shares all of Executive Stock its Securityholder Units (other than Class B Preferred Units) and surrender their stock options rights to acquire Securityholder Units (other than any rights with respect to Class B Preferred Units) on the terms and conditions approved by the Board and the holders of a majority of the Company's Preferred Stock and Common StockUnits then outstanding. The holders Each holder of Executive Stock Securityholder Units shall take all necessary and or desirable actions in connection with the consummation of the Approved Sale of the Company as requested by the Company. (b) The obligations of the holders of Executive Stock Securityholder Units with respect to the Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all Sale of the holders Company, each holder of Common Stock a class of Securityholder Units shall receive the same form and amount of consideration per share of Common Stock, or consideration; (ii) if any holders of Common Stock a class of Securityholder Units are given an option as to the form and amount of consideration to be received, all holders each holder of such class of Securityholder Units shall be given the same option; and (iiiii) all holders each holder of then currently exercisable rights to acquire shares units of Common Stock a class of Securityholder Units shall be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale of the Company and participate in such sale as holders of Common Stock such class of Securityholder Units or (B) upon the consummation of the Approved SaleSale of the Company, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock unit received by the holders of Common Stock such class of Securityholder Units in connection with the Approved Sale of the Company less the exercise price per share of Common Stock unit of such rights to acquire Common Stock such class of Securityholder Units by (2) the number of shares units of Common Stock such class of Securityholder Units represented by such rights. (c) If the Company or the holders of the Company's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall at the request of the Company, appoint a "purchaser representative" (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the Company, the Company shall pay the fees of such purchaser representative. However, if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders of Executive Stock (if any) shall bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executive) of the costs of any sale of Executive Stock pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock on their own behalf shall not be considered costs of the transaction hereunder. (e) The provisions of this paragraph 6 Section 5 shall terminate upon the completion consummation of a Qualified Public Offering.

Sale of the Company. (a) a. If the Board and the holders a Committee shall approve a cash sale of a majority all or substantially all of the Company's Preferred Stock and Common Stock approve assets determined on a consolidated basis or a cash sale of all of the Company's outstanding capital stock to any other person or entity (collectively, a "Sale of the Company (the "Approved SaleCompany"), the holders of Executive Stock Westar shall either (i) vote for, consent to and raise no objections against the Approved against, such Sale of the Company, Company or (ii) purchase the shares of outstanding Common Stock it does not then own on substantially the same terms and if conditions as approved by the Approved Committee. Westar shall have thirty days from the date of notice from the Committee of approval of any such sale to agree to such purchase. If the Sale of the Company is structured as a sale of stock, the holders of Executive Stock each Stockholder shall agree to sell their all of its shares of Executive Stock capital stock of the Company and surrender their rights to acquire shares of capital stock options of the Company on the terms and conditions approved by the Board and the holders of a majority of the Company's Preferred Stock and Common StockCommittee. The holders of Executive Stock Each Stockholder shall take all necessary and or desirable actions in connection with the consummation of the Approved Sale of the Company as reasonably requested by the Company. (b) b. The obligations of the holders of Executive Stock Stockholders with respect to the Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all of the holders of Common Stock shall receive the same form and amount of consideration per share of Common Stock, or if : i. If any holders of Common Stock a class of the Company's capital stock are given an option as to the form and amount of consideration to be received, all holders each holder of such class of capital stock shall be given the same option; and (and ii) all holders . Each holder of then currently exercisable rights to acquire shares of Common Stock a class of the Company's capital stock shall be given an opportunity to either either (A1) exercise such rights prior to the consummation of the Approved Sale of the Company and participate in such sale as holders of Common Stock or such class of capital stock, or (B2) upon the consummation of the Approved SaleSale of the Company, receive in exchange for such rights consideration equal to the amount determined by multiplying (1a) the same amount of consideration per share of Common Stock the Company's capital stock received by the holders of Common Stock such class of capital stock in connection with the Approved Sale of the Company less the exercise price per share of Common Stock such capital stock of such rights to acquire Common Stock such class of capital stock by (2b) the number of shares of Common Stock such class of capital stock represented by such rights. iii. The Stockholder shall not be required to make any unqualified representations or warranties to any Person in connection with such sale, except as to (ci) If good title to the Company or stock being sold, (ii) the holders absence of the Company's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available encumbrances with respect to such negotiation or transaction the Stock being sold, (including a merger, consolidation or other reorganizationiii) the valid existence and good standing of the Stockholder (if applicable), (iv) the holders authority for, and validity and binding effect of Executive Stock shall at the request of the Company, appoint a "purchaser representative" (as against such term Stockholder), any agreement entered into by such Stockholder in connection with such sale, (v) all required material consents to such Stockholder's sale and material governmental approvals having been obtained (excluding any securities laws) and (vi) the fact that no broker's commission is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated payable by the Company, such Stockholder as result of Stockholder's conduct in connection with the Company shall pay the fees of such purchaser representative. However, if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall be responsible for the fees of the purchaser representative so appointed.sale; and (d) Executive and the other holders of Executive Stock (if any) shall bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executive) of the costs of any sale of Executive Stock pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock on their own behalf c. The Stockholder shall not be considered costs required to provide any indemnities in connection with such sale except for breach of the transaction hereunderrepresentations and warranties contained in Section 9(b)(iii). (e) The provisions of this paragraph 6 shall terminate upon the completion of a Qualified Public Offering.

Sale of the Company. (a) If the Board and the holders of a majority in voting power of the Company's Series B Preferred Stock and Common Stock then outstanding approve a Sale of the Company and deliver written notice to the holders of Stockholders Shares invoking the provisions of this Section 5 (the "any such sale, an “Approved Sale"”), the holders of Executive Stock Stockholders Shares shall consent to to, vote in favor of and raise no objections against the Approved Sale; provided, however, that if the definitive sale agreement governing an Approved Sale is entered into prior to the 18-month anniversary of the date hereof, then, unless a majority of the Board approves such Approved Sale (prior to the removal of any director pursuant to the second proviso of Section 1(a)(vi)) or unless Standard & Poor’s Rating Group, a division of XxXxxx-Xxxx Companies (“S&P”), shall have downgraded the A financial strength, corporate credit or financial enhancement rating of ACA Financial Guaranty Corporation (or shall have ceased rating ACA Financial Guaranty Corporation), the aggregate price per Common Stock Equivalent received in such an Approved Sale shall be not less than the Company, and if ’s Book Value Per Share as at the end of the most recently completed fiscal quarter for which the Company’s financial statements have been completed at the time such sale or similar agreement is executed. (b) If the Approved Sale of the Company is structured as (i) a merger or consolidation, each holder of Stockholder Shares shall vote or cause to be voted such holder’s Stockholder Shares to approve such merger or consolidation, whether by written consent or at a stockholders meeting (as requested by the holders of a majority in voting power of the outstanding Series B Preferred Stock) and waive all dissenter’s rights, appraisal rights and similar rights in connection with such merger or consolidation, (ii) a sale of stock, the holders then each holder of Executive Stock Stockholder Shares shall agree to sell their shares sell, and shall sell, all of Executive Stock such holder’s Stockholder Shares and surrender their stock options rights to acquire Stockholder Shares on the terms and conditions so approved by the Board and the holders of a majority in voting power of the Company's outstanding Series B Preferred Stock or (iii) a sale of assets, each holder of Stockholder Shares shall vote or cause to be voted its Stockholder Shares to approve such sale and Common Stock. The any subsequent liquidation of the Company or other distribution of the proceeds therefrom, whether by written consent or at a stockholders meeting (as requested by the holders of Executive Stock a majority in, voting power of the outstanding Series B Preferred Stock). (c) In furtherance of the foregoing, (i) each holder of Stockholder Shares shall take take, with respect to such holder’s Stockholder Shares, all necessary and or desirable actions reasonably requested by the holders of a majority in voting power of the outstanding Series B Preferred Stock in connection with the consummation of the Approved Sale and (ii) each holder of Stockholder Shares shall make the same representations, warranties, indemnities and agreements as each other holder, including, without limitation, voting to approve such transaction and executing the applicable purchase agreement and related documents, except that (A) each holder of Stockholder Shares shall be obligated only to (1) make representations and warranties with respect to such holder’s title to and ownership of the CompanyStockholder Shares actually Transferred in such Approved Sale, authorization, execution and delivery of relevant documents by such Stockholder, enforceability of relevant agreements against such holder and other matters relating to such holder, (2) enter into covenants in respect of a Transfer of such holder’s Stockholder Shares in connection with such Approved Sale and (3) enter into indemnification obligations with respect to the foregoing, in each case, to the extent that each other holder is similarly obligated, but no Stockholder shall be obligated to enter into indemnification obligations with respect to any of the foregoing with respect to such other holder or such other holder’s Stockholder Shares, and (B) in no event shall any Stockholder be liable in respect of any indemnity obligations with respect to such holder and the Company and its Subsidiaries in general pursuant to any Approved Sale in an aggregate amount in excess of the total consideration payable to such holder in such Approved Sale. (bd) The obligations of the holders of Executive Stock Stockholder Shares with respect to the an Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all each holder of Stockholder Shares, to the holders of Common Stock shall extent it is receiving any consideration, will receive the same form and amount of consideration per share as each other holder of Common StockStockholder Shares, and the aggregate consideration will be distributed, as between the different classes or series of Stockholder Shares, based on the rights and preferences set forth in the Company’s Certificate of Incorporation as in effect immediately prior to such Approved Sale, and as between holders of Stockholder Shares of a particular class or series, ratably based on the Stockholder Shares of such class or series actually Transferred in the Approved Sale; (ii) if any holders of Common Stock a series or class of Stockholder Shares are given an option as to the form and amount of consideration to be received, all holders shall each holder of such series or class of Stockholder Shares will be given the same option; and (iiiii) all holders each holder of then currently exercisable rights to acquire shares of Common Stock shall a class of Stockholder Shares will be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) such class of Stockholder Shares. Each Stockholder acknowledges that, depending upon the consummation of the Approved Sale, receive in exchange for such rights aggregate consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock be distributed in connection with the Approved Sale Sale, certain classes or series of Stockholder Shares may receive less the exercise price consideration per share of Common Stock Equivalent than other classes or series of such rights to acquire Common Stock by (2) Stockholder Shares, and certain classes or series may receive no consideration in the number of shares of Common Stock represented by such rightsApproved Sale. (ce) If the Company or the holders of the Company's ’s securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the United States Securities and Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall Stockholder Shares shall, at the request of the Company, appoint a "“purchaser representative" ” (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock Stockholder Shares appoints a purchaser representative designated by the Company, the Company shall pay the fees of such purchaser representative. However, if any holder of Executive Stock Stockholder Shares declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall be responsible for the fees of the purchaser representative so appointed. (df) Executive Except as expressly set forth in Section 5(e), in connection with an Approved Sale, the Company shall reimburse each of the Stockholders for its reasonable out-of-pocket costs and expenses (including the other fees and expenses of one counsel selected by the holders of Executive Stock (if any) shall bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executive) a majority in voting power of the costs Series B Preferred Stock then outstanding) incurred in connection with such Approved Sale, regardless of any sale of Executive Stock pursuant whether the transaction intended to be an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock on their own behalf shall not be considered costs of the transaction hereunderis consummated. (eg) The provisions of this paragraph 6 This Section 5 shall terminate and cease to be effective upon the completion earlier to occur of the consummation of (i) a Sale of the Company pursuant to this Section 5 or (ii) a Qualified Public Offering.

Sale of the Company. (a) If In the Board event of an Approved Sale (as such term is defined in that certain Amended and the holders Restated Stockholders Agreement dated as of a majority of the Company's Preferred Stock October 1, 1997, by and Common Stock approve a Sale of among the Company and its stockholders listed therein, as the same may be amended or otherwise modified from time to time (the "Approved SaleStockholders Agreement")), the holders each holder of Executive Stock shall will vote for, consent to and raise no objections against such Approved Sale. If the Approved Sale of the Company, and if the Approved Sale of the Company is structured as (i) a merger or consolidation, each holder of Executive Stock will waive any dissenters' rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) a sale of stock, the holders each holder of Executive Stock shall will agree to sell their all of his shares of Executive Stock and surrender their stock options rights to acquire shares of Executive Stock on the terms and conditions approved by the Board and the holders of a majority of the Company's Preferred Common Stock and Common Stockthen outstanding. The holders Each holder of Executive Stock shall will take all necessary and or desirable actions in connection with the consummation of the Approved Sale of as requested by the Company. (b) The obligations of the holders of Executive Common Stock with respect to the Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all each holder of Common Stock will receive the same form of consideration and the same portion of the aggregate consideration that such holders of Common Stock shall receive would have received if such aggregate consideration had been distributed by the same form Company in complete liquidation pursuant to the rights and amount preferences set forth in the Company's Certificate of consideration per share of Common Stock, or Incorporation as in effect immediately prior to such Approved Sale; (ii) if any holders of a class of Common Stock are given an option as to the form and amount of consideration to be received, all holders shall each holder of such class of Common Stock will be given the same option; and (iiiii) all holders each holder of then currently exercisable rights to acquire shares of a class of Common Stock shall will be given an a reasonable opportunity upon reasonable prior notice to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share class of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rightsStock. (c) If the Company or the holders of the Company's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall will, at the request of the Company, appoint a "purchaser representative" representative (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the Company, the Company shall will pay the fees of such purchaser representative. However, but if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall will appoint another purchaser representative (reasonably acceptable to the Company)representative, and such holder shall will be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders of Executive Stock (if any) shall will bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executivesold) of the costs of any sale of Executive Stock pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock on their own behalf shall will not be considered costs of the transaction hereunder. (e) The provisions of this paragraph 6 shall will terminate upon the completion closing of a Qualified an Initial Public OfferingOffering (as defined below).

Sale of the Company. (a) If the Board and the holders of As used herein, a majority "Sale of the Company's Preferred Stock " means (i) any sale (however effected, including without limitation by sale of stock, merger, share exchange or otherwise, including without limitation in a single transaction or series of related transactions) of all or substantially all of the outstanding voting stock of the Company, or (ii) any sale, lease or disposition of all or substantially all of the assets of the Company and Common Stock approve its subsidiaries, taken as a whole; provided, that in neither case, shall a Sale of the Company (the "Approved Sale"), include a transaction set forth above where the holders of Executive Stock shall consent to and raise no objections against the Approved Sale of the Company, and if the Approved Sale of the Company is structured as a sale of stock, the holders of Executive Stock shall agree to sell their shares of Executive Stock and surrender their stock options on the terms and conditions approved by the Board and the holders of a majority of the Company's Preferred Stock and Common Stock. The holders of Executive Stock shall take all necessary and desirable actions in connection with voting stock immediately prior to the consummation transaction hold more than 50% of the Approved outstanding voting stock of the Company or its successor following such transaction. (b) The Company shall give each Holder at least twenty (20) days prior notice of any Sale of the Company. (bc) The obligations Notwithstanding anything to the contrary herein, this Warrant will expire at the closing for a Sale of the holders Company. (d) Upon receipt of Executive Stock with respect to the Approved notice contemplated by Article 12(b) hereof, any Holder may: (i) elect (by giving written notice received by the Company no later than five days before the closing of such Sale of the Company are subject and surrendering the Warrants) to receive, upon the closing of the Sale of the Company, (1) the same amount and kind of securities, cash or property as the Holder would have been entitled to receive upon the closing of the Sale of the Company if the Holder had been, immediately prior to the satisfaction Sale of the following conditions: (i) upon Company, the consummation holder of the Approved Sale, all number of the holders Shares of Common Stock shall receive the same form and then issuable upon exercise in full of this Warrant less (2) an amount of consideration per share such securities, cash or property equal to the aggregate exercise price of Common Stock, or if any the Warrants surrendered. If holders of Common Stock are given an option any choice as to the form and amount of consideration securities, cash or property to be receivedreceived in a Sale of the Company, all holders then the Holder shall be given the same option; and choice as to such alternate consideration it receives pursuant to an election under this Article 12(d); (ii) all holders of then currently exercisable rights let the Holders' Warrants expire in accordance with their terms (subject to acquire shares of Common Stock shall be given an opportunity to either Article 12(c)); or (Aiii) exercise such rights the Holder's Warrants in accordance with their terms prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or expiration thereof (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal subject to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rights. (c) If the Company or the holders of the Company's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganizationArticle 12(c), the holders of Executive Stock shall at the request of the Company, appoint a "purchaser representative" (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the Company, the Company shall pay the fees of such purchaser representative. However, if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders of Executive Stock (if any) shall bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executive) of the costs of any sale of Executive Stock pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock on their own behalf shall not be considered costs of the transaction hereunder. (e) The provisions Neither this Article 12, nor any notice or election contemplated by this Article 12, shall create any obligation on the Company's part to consummate any Sale of the Company. If, after any notice or election contemplated by this paragraph 6 Article 12 is given, the Company determines not to consummate the Sale of the Company, then the Company shall terminate upon notify the completion Holders of a Qualified Public Offeringsuch determination, whereupon any preceding notices or elections under this Article 12 regarding such Sale of the Company shall be null and void and of no effect.

Sale of the Company. (a) If the Board approves a Sale Transaction in accordance with Section 3.4, each Stockholder will consent to such Sale Transaction and the holders will vote all of a majority its Capital Stock in favor of the Company's Preferred such Sale Transaction, if such vote is required under applicable law, and, if Capital Stock is to be transferred, will Transfer all of its Capital Stock and Common Stock approve a Sale of the Company (the "Approved Sale"), the holders of Executive Stock shall consent to and raise no objections against the Approved Sale of the Company, and if the Approved Sale of the Company is structured as a sale of stock, the holders of Executive Stock shall agree to sell their shares of Executive Stock and surrender their stock options Options on the terms and subject to the terms and conditions approved of such Sale Transaction. Subject to Section 4.4(b), each Stockholder agrees to (i) cooperate in any Sale Transaction as reasonably requested by the Board and (ii) execute and deliver all documents and instruments reasonably requested by the holders of a majority of the Company's Preferred Stock and Common Stock. The holders of Executive Stock shall take all necessary and desirable actions Board, in connection with the consummation of the Approved each case, as are required in order to effectuate such Sale of the CompanyTransaction. (b) The obligations of the holders of Executive Stock each Stockholder set forth in Section 4.4(a) in connection with respect to the Approved a Sale of the Company Transaction are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved SaleSale Transaction, all each Stockholder of the holders of Common Stock same class shall receive or have the option to receive the same form of consideration and the same amount of consideration per share of Common Stock, consideration (with respect to any Options on an as converted or exercised basis); (ii) if any holders of Common Stock are Stockholder is given an option as to the form and amount of consideration to be received, all holders each Stockholder of the same class shall be given the same option; and (iiiii) all holders (in the case of then currently exercisable rights Lxxx NAOC only) if the consideration to acquire shares of Common be received by the Stockholders for the Capital Stock shall be given an opportunity to either (A) exercise such rights prior to the or Options upon consummation of the Approved Sale and participate Transaction does not consist of cash or Marketable Securities any securities issued to Lxxx NAOC as consideration for the Sale Transaction will be subject to substantially similar liquidity protections (whether granted by the buyer or another party) as those set forth in this Agreement. Each Stockholder individually, not jointly or severally, shall make such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per Stockholder’s proportionate share of Common Stock received by the holders of Common Stock any representations and warranties made in connection with any such Sale Transaction; provided, however, that while Lxxx NAOC may be required to provide its proportionate share of indemnification with respect to representations and warranties regarding the Approved Company, in no event shall Lxxx NAOC be required to make any representations and warranties other than with respect to title to the Capital Stock or Options to be sold by Lxxx NAOC in connection with such Sale less Transaction, its authority to enter into and perform its obligations in connection with such Sale Transaction, and the lack of any conflicts resulting from its execution, delivery and performance of the documents and transactions in connection with such Sale Transaction. In no event shall any Stockholder be liable for indemnification or similar obligations in connection with such Sale Transaction in an amount greater than the proceeds actually received by such Stockholder in connection with such Sale Transaction. Notwithstanding the above, the Board, if requested by Lxxx NAOC, shall use commercially reasonable efforts to obtain the agreement of the purchaser in a Sale Transaction to purchase the Lxxx Warrant (as adjusted to account for the exercise price per share of Common Stock of thereof) without requiring the holder thereof to exercise the Lxxx Warrant in connection with such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rightsSale Transaction. (c) If the Company or the holders of the Company's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall at the request of the Company, appoint a "purchaser representative" (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the Company, the Company shall pay the fees of such purchaser representative. However, if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders of Executive Stock (if any) shall bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executive) of the costs of any sale of Executive Stock pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock on their own behalf shall not be considered costs of the transaction hereunder. (e) The provisions of this paragraph 6 shall terminate upon the completion of a Qualified Public Offering.

Sale of the Company. (a) If the Board and the holders of a majority of the Company's Preferred Stock and Common Stock approve a Sale of the Company is approved in accordance with Section 7 or Section 9 of the Stockholders Agreement (the "an “Approved Sale"”), the holders each holder of Executive Stock Securities shall vote for, consent to and raise no objections against such Approved Sale. If the Approved Sale of the Company, and if the Approved Sale of the Company is structured as a (i) merger or consolidation, the holders of Executive Securities shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of stock, the holders of Executive Stock Securities shall agree to sell all of their shares of Executive Stock Option Shares and surrender their stock options rights to acquire Option Shares on the terms and conditions approved by the Board and Supermajority Vote (as defined in the holders of a majority of the Company's Preferred Stock and Common StockStockholders Agreement). The holders of Executive Stock shall take all necessary and or desirable actions in connection with the consummation of the Approved Sale of as requested by the CompanyPerson(s) entitled to request the stockholders to take such actions pursuant to the Stockholders Agreement. (b) The obligations of the holders of Executive Stock with respect to the Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all of the holders of Common Stock shall receive the same form and amount of consideration per share of Common Stock, or if any holders of Common Stock are given an option as to the form and amount of consideration to be received, all holders shall be given the same option; and (ii) all holders of then currently exercisable rights to acquire shares of Common Stock shall be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rights. (c) If the Company or the holders of the Company's ’s securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated under the 1933 Act by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Executive, together with the Company’s other senior management employees or directors which have entered into Stock Option Agreements with the Company (such other senior management employees or directors, the “Other Executives”), shall at the request of the Company, appoint a "“purchaser representative" ” (as such term is defined in Rule 501501 under the 0000 Xxx) reasonably acceptable to the Company. If any holder of the Executive Stock appoints and the Other Executives appoint a purchaser representative designated by the Company, the Company shall pay the fees of such purchaser representative. However, if the Executive or any holder of Other Executive Stock declines to appoint the purchaser representative designated by the Company, the Executive or such holder Other Executive, as the case may be, shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder person shall be responsible for the fees of the purchaser representative so appointedappointed unless such person is an Accredited Investor (as defined in Rule 501). (d) Executive and the other holders of Executive Stock (if any) shall bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executive) of the costs of any sale of Executive Stock pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock on their own behalf shall not be considered costs of the transaction hereunder. (e) The provisions of this paragraph 6 shall terminate upon the completion of a Qualified Public Offering.

Sale of the Company. (a) If a sale of substantially all of the Board and the holders ------------------- Company's assets determined on a consolidated basis, or a sale of a majority all or substantially all of the Company's Preferred Stock and Common Stock approve a outstanding capital stock (whether by merger, recapitalization, consolidation, reorganization, combination or otherwise) to any independent third party or group of independent third parties is approved by the Company's Board (any such Company Sale of approved by the Company (the Board constituting an "Approved Sale"), the holders of Executive Stock shall each Shareholder will consent to and raise no objections against the to ------------- such Approved Sale of the CompanySale. (b) In connection with any such Approved Sale, and (i) if the Approved Sale of the Company is structured as (A) a merger or consolidation, each Shareholder shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation, (B) a sale of stock, the holders of Executive Stock each Shareholder shall agree to sell their shares all of Executive Stock and surrender their stock options his Shares, or rights to acquire Shares, on the terms and conditions approved by the Board so approved, or (C) as a sale of assets, each Shareholder shall vote in favor of such sale and the holders of a majority any subsequent liquidation of the Company's Preferred Stock and Common Stock. The holders Company or other distribution of Executive Stock the proceeds therefrom, (ii) each Shareholder shall take all necessary and or desirable actions in connection with the consummation of the Approved Sale reasonably requested by the Company and (iii) each Shareholder shall be obligated to join on a pro rata basis (based on the share of the Companyaggregate proceeds paid in such Approved Sale) in any indemnification or other obligations that the Company agrees to provide in connection with such Approved Sale other than any such obligations that relate specifically to the Company or to a particular Shareholder such as indemnification with respect to representations and warranties given by a Shareholder regarding such Shareholder's title to and ownership of Shares; provided that no Shareholder -------- shall be obligated in connection with such Approved Sale to agree to indemnify or hold harmless the prospective transferee(s) with respect to an amount in excess of the net cash proceeds paid to such holder in connection with such Approved Sale. (bc) The obligations of the holders of Executive Stock Shareholders with respect to the an Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all of the holders of Common Stock shall each Shareholder will receive the same form and amount of consideration per share and the same portion of Common Stock, or the aggregate consideration that such Shareholders would have received if any holders of Common Stock are given an option as such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the form rights and amount preferences set forth in the Company's Memorandum and Articles of consideration Association as in effect immediately prior to be received, all holders shall be given the same option; such Approved Sale and (ii) all holders each holder of then currently exercisable rights to acquire shares of Common Stock shall Shares will be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rightsShareholders. (cd) If the Company or the holders of the Company's securities any one or more Shareholders enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall Shareholders will, at the request of the Company, appoint a "purchaser representative" representative (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock Shareholder appoints a purchaser representative designated by the Company, the Company shall will pay the fees of such purchaser representative. However, but if any holder of Executive Stock Shareholder declines to appoint the purchaser representative designated by the Company, Company such holder shall will appoint another purchaser representative (reasonably acceptable to the Company)representative, and such holder shall Shareholder will be responsible for the fees of the purchaser representative so appointed. (de) Executive and the other holders of Executive Stock (if any) shall Shareholders will bear their pro-pro rata share (based upon the number of all shares sold by each seller Shares (including the Investors and each other Executiveaggregate number of Shares which would be issued in the event the Company purchased all outstanding Sub Shares for Shares) which would be sold) of the costs of any sale of Executive Stock Shares pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock Shareholders and are not otherwise paid by the Company or the acquiring party. For purposes of this section 8(e), costs incurred in exercising reasonable efforts to take all necessary actions in connection with the consummation of an Approved Sale in accordance with Section 8(a) shall be deemed to be for the benefit of all Shareholders. Costs incurred by Executive and the other holders of Executive Stock Shareholders on their own behalf shall will not be considered costs of the transaction hereunder. (ef) The provisions of this paragraph 6 shall Section 8 will terminate upon the completion consummation of a Qualified Public Offering.

Sale of the Company. (a) If the Board and the holders of a majority of the Company's Preferred Stock and Common Stock Required Interest (as such term is defined in the LLC Agreement) approve a Sale of the Company to a Person that is not an Affiliate of GTCR in a bona fide arms-length transaction (an "APPROVED SALE") and a Put Exercise Notice has not been delivered to the "Approved Sale")Company in connection therewith, the holders each holder of Executive Stock Securityholder Securities shall vote for, consent to and raise no objections against such Approved Sale. If the Approved Sale of the Company, and if the Approved Sale of the Company is structured as a (i) merger or consolidation, each holder of Securityholder Securities shall waive any dissenters' rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of stockUnits, the holders each holder of Executive Stock Securityholder Securities shall agree to sell their shares all of Executive Stock and surrender their stock options his, her or its Securityholder Securities or rights to acquire Securityholder Securities on the terms and conditions approved by the Board and the holders of a majority the Required Interest. Each holder of the Company's Preferred Stock and Common Stock. The holders of Executive Stock Securityholder Securities shall take all necessary and or desirable actions in connection with the consummation of the Approved Sale of as reasonably requested by the Company. (b) The obligations under this Section 3 of the holders of Executive Stock Securityholder Securities with respect to the an Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all of the holders of Common Stock condition that each Securityholder shall receive the same form and amount of consideration per share of Common Stock, or if any holders of Common Stock are given an option as to the form and amount of consideration to be received, all holders shall be given the same option; and (ii) all holders of then currently exercisable rights to acquire shares of Common Stock shall be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for the Securityholder Securities held by such rights Securityholder the same portion of the aggregate consideration equal from such sale or exchange that such Securityholder would have received if such aggregate consideration had been distributed by the Company pursuant to the amount determined by multiplying (1) terms of Section 4.1 of the same amount of consideration per share of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rightsLLC Agreement. (c) If either the Company or the holders of the Company's securities any class of Securityholder Securities enter into any a negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities and Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall Securityholder Securities (other than those qualifying as "accredited investors" under such Rule) will, at the request of the Company, appoint a "purchaser representative" representative (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock Securityholder Securities appoints a purchaser representative designated by the Company, the Company shall will pay the fees of such purchaser representative. However, but if any holder of Executive Stock Securityholder Securities declines to appoint the purchaser representative designated by the Company, Company such holder shall will, if required, appoint another purchaser representative (reasonably acceptable to the Company)representative, and such holder shall will be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders of Executive Stock (if any) shall bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executive) of the costs of any sale of Executive Stock pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock on their own behalf shall not be considered costs of the transaction hereunder. (e) The provisions of this paragraph 6 shall terminate upon the completion of a Qualified Public Offering.

Sale of the Company. (a) If the Board and the holders of a majority of the Company's Preferred Stock and Common Stock CHS approve a Sale of the Company to an Independent Third Party (the "an “Approved Sale"”), the holders of Executive Stock each Stockholder shall vote for, consent to and raise no objections against such Approved Sale. If the Approved Sale of the Company, and if the Approved Sale of the Company is structured as a (i) merger or consolidation, each Stockholder shall waive any dissenters’ rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of stock, the holders of Executive Stock each Stockholder shall agree to sell their shares all of Executive Stock his Stockholder Shares and surrender their stock options rights to acquire Stockholder Shares on the terms and conditions approved by the Board and CHS; provided that such terms and conditions are no less favorable to the holders of a majority Minority Stockholders than the terms and conditions applicable to CHS and its Affiliates and; provided further that CHS may require each of the Company's Preferred Stock Minority Stockholders to sell the same percentage of his, her or its securities as CHS is selling of its securities, on the same terms as CHS and Common Stockits Affiliates. The holders of Executive Stock Each Stockholder shall take all necessary and or desirable actions in connection with the consummation of the Approved Sale of as reasonably requested by the Company. (b) The obligations of the holders of Executive Stock Stockholders with respect to the Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all of each Stockholder (in his, her or its capacity as such) shall have the holders of Common Stock shall right to receive the same form of consideration and the same amount of consideration per share for each class of Common Stock, or Stockholder Shares held by such holder applicable to each class; (ii) if any holders of Common Stock a class of Stockholder Shares are given an option as to the form and amount of consideration to be receivedreceived or any other right or benefit with respect to the Approved Sale, all holders each holder of such class of Stockholder Shares shall be given the same option, right or benefit (other, in the case of clause (i) or this clause (ii), than any option, right or benefit to be received by a Stockholder on account of such person’s employment relationship with the Company (e.g., stay bonus, noncompetition agreement, right to reinvest or roll over equity, etc.)); and (iiiii) all holders each holder of then currently exercisable rights to acquire shares of Common Stock a class of Stockholder Shares shall be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock such class of Stockholder Shares or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock a class of Stockholder Shares received by the holders of Common Stock such class of Stockholder Shares in connection with the Approved Sale less the exercise price per share of Common Stock such class of Stockholder Shares of such rights to acquire Common Stock such class of Stockholder Shares by (2) the number of shares of Common Stock such class of Stockholder Shares represented by such rights. (c) If the Company Each Stockholder will bear his, her or the holders of the Company's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall at the request of the Company, appoint a "purchaser representative" (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the Company, the Company shall pay the fees of such purchaser representative. However, if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders of Executive Stock (if any) shall bear their pro-its pro rata share (based upon the number of all shares sold by each seller including the Investors and each other Executiveof Common Stock to be sold) of the reasonable out-of-pocket costs of any sale of Executive Stock Stockholder Shares pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all such holders of Common Stock Stockholder Shares and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock Stockholders on their own behalf shall will not be considered costs of the transaction hereunderApproved Sale. If requested by CHS, each Stockholder transferring Stockholder Shares pursuant to an Approved Sale shall be obligated, severally, not jointly, to join on a pro rata basis (based on the number of shares of Common Stock to be sold) in any indemnification or other obligations that are part of the terms and conditions of the Approved Sale (other than any such obligations that relate specifically to a particular Stockholder, such as indemnification with respect to representations and warranties given by a Stockholder regarding such Stockholder’s title to and ownership of Stockholder Shares) (the “Company Indemnity Obligations”). Notwithstanding the foregoing, no Stockholder shall be obligated in connection with any Approved Sale to agree to indemnify or hold harmless the transferees with respect to Company Indemnity Obligations in an amount in excess of the net proceeds paid to such Stockholder in connection with the Approved Sale. (d) In the event of a sale or exchange by the holders of Stockholder Shares of all or substantially all of the Stockholder Shares by sale, merger recapitalization, reorganization, consolidation, combination or otherwise, including an Approved Sale, the Company and each Stockholder shall take all necessary and desirable actions in order that each holder of Stockholder Shares shall receive in exchange for such holder’s Stockholder Shares the same portion of the aggregate consideration from such sale or exchange that such holder would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the Company’s Certificate of Incorporation as in effect immediately prior to such exchange. (e) The In order to secure each Minority Stockholder’s obligation to vote his, her or its Stockholder Shares entitled to vote thereon and other voting securities of the Company in accordance with the provisions of this paragraph 6 Agreement, each Minority Stockholder who is an individual hereby appoints the CHS Appointee (as in effect from time to time) as his true and lawful proxy and attorney-in-fact, with full power of substitution, to vote all of his Stockholder Shares and other voting securities of the Company for the matters expressly provided for in this Agreement. The CHS Appointee may exercise the irrevocable proxy granted to him hereunder at any time any Minority Stockholder who is an individual fails to comply with the provisions of this Section 6. The proxies and powers granted by each Minority Stockholder who is an individual pursuant to this Section 6(d) are coupled with an interest and are given to secure the performance of such Minority Stockholder’s obligations under this Section 6. Such proxies and powers shall terminate upon be irrevocable, and shall survive the completion death. incompetency, disability or bankruptcy of a Qualified Public Offeringsuch Minority Stockholder and the subsequent holders of his, her or its Stockholder Shares.

Sale of the Company. (a) If the Board and the holders of a majority of the shares of Common Stock held by the Xxxx Group approve a sale of all or substantially all of the Company's Preferred Stock and Common Stock approve assets determined on a Sale consolidated basis or a sale of all (or, for accounting, tax or other reasons, substantially all) of the Company Company's outstanding capital stock (the whether by merger, recapitalization, consolidation, reorganization, combination or otherwise) to an Independent Third Party or group of Independent Third Parties (each such sale, an "Approved Sale"), the holders each holder of Executive ------------- Stock shall will vote for, consent to and raise no objections against such Approved Sale. If the Approved Sale of the Company, and if the Approved Sale of the Company is structured as (i) a merger or consolidation, each holder of Executive Stock will waive any dissenters' rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of stock, the holders each holder of Executive Stock shall will agree to sell their all of his shares of Executive Stock and surrender their stock options rights to acquire shares of Executive Stock on the terms and conditions approved by the Board and the holders of a majority of the Company's Preferred Common Stock and Common Stockthen outstanding. The holders Each holder of Executive Stock shall will take all necessary and or desirable actions in connection with the consummation of the Approved Sale of as requested by the Company. (b) The obligations of the holders of Executive Common Stock with respect to the an Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the such Approved Sale, all each holder of Common Stock will receive the same form of consideration and the same portion of the aggregate consideration that such holders of Common Stock shall receive would have received if such aggregate consideration had been distributed by the same form Company in complete liquidation pursuant to the rights and amount preferences set forth in the Company's Certificate of consideration per share of Common Stock, or Incorporation as in effect immediately prior to such Approved Sale; (ii) if any holders of a class of Common Stock are given an option as to the form and amount of consideration to be received, all holders shall each holder of such class of Common Stock will be given the same option; and (iiiii) all holders each holder of then currently exercisable rights to acquire shares of a class of Common Stock shall will be given an opportunity to either (A) exercise such rights prior to the consummation of the such Approved Sale and participate in such sale Approved Sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share class of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rightsStock. (c) If the Company or the holders of the Company's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall will, at the request of the Company, appoint a "purchaser representative" representative (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the Company, the Company shall will pay the fees of such purchaser representative. However, but if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall will appoint another purchaser representative (reasonably acceptable to the Company)representative, and such holder shall will be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders of Executive Stock (if any) shall will bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executivesold) of the costs of any sale of Executive Stock pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock on their own behalf shall will not be considered costs of the transaction hereunder. (e) The provisions of this paragraph 6 shall Section 9 will terminate upon the completion consummation of a Qualified Public Offering.

Sale of the Company. (a) If the Board and the holders of Investors that hold a majority of the Company's Preferred Stock and shares of Common Stock held by all of the Investors (the "Majority Stockholders") approve a Sale of the Company (the "Approved Sale"), the holders of Executive Stock shall consent to to, vote in favor of, and raise no objections against the Approved Sale of the Company, and if Sale. If the Approved Sale of the Company is structured as a sale of stock, reverse merger or other transaction having the holders effect of a stock sale, each such holder of Executive Stock shall agree to sell their such holder's shares of Executive Stock and surrender their stock options on the terms and conditions approved by the Board and the holders of a majority of the Company's Preferred Stock and Common StockMajority Stockholders. The holders of Executive Stock shall take all necessary and desirable actions in connection with the consummation of the Approved Sale of as reasonably requested by the CompanyMajority Stockholders. (b) The obligations of the holders of Executive Stock with respect to the Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon Upon the consummation of the Approved Sale, all each holder of the holders of Common Executive Stock shall receive in exchange for the shares of Executive Stock held by such holder the same form and amount portion of the aggregate consideration per share of Common Stock, or from such Approved Sale that such holder would have received if any holders of Common Stock are given an option as such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the form rights and amount preferences set forth in the Company's certificate of consideration to be received, all holders shall be given the same option; and (ii) all holders of then currently exercisable rights to acquire shares of Common Stock shall be given an opportunity to either (A) exercise such rights incorporation as in effect immediately prior to the consummation of the such Approved Sale and participate in such sale as holders Sale. (c) Each holder of Common Executive Stock or shall be obligated to join on a pro rata basis (B) based upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by such holder for his or her Executive Stock in such Approved Sale) in any purchase price adjustments, indemnification or other obligations that the holders of Common Stock sellers are required to provide in connection with the Approved Sale less the exercise price per share of Common Stock of (other than any such rights obligations that relate solely to acquire Common Stock a particular stockholder, such as indemnification with respect to representations and warranties given by (2) the number of shares of Common Stock represented by a stockholder regarding such rights. (c) If the Company or the holders stockholder's title to and ownership of the Company's securities enter into any negotiation or transaction for stock, in respect of which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to only such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall at the request of the Company, appoint a "purchaser representative" (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the Company, the Company shall pay the fees of such purchaser representative. However, if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder stockholder shall be responsible for the fees of the purchaser representative so appointedliable). (d) Executive and the other holders Holders of Executive Stock (if any) shall bear their pro-pro rata share (based upon the number amount of all consideration received by such holder for his or her shares sold by each seller including the Investors and each other Executiveof Executive Stock in such Approved Sale) of the costs of any sale of Executive Stock pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock the Company's stock participating in such Approved Sale and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock the Company's stock on their own behalf shall not be considered costs of the transaction hereunder; and with it being understood that the fees and disbursements of one counsel chosen by the Majority Stockholders shall be deemed for the benefit of all holders of the Company's stock participating in such Approved Sale. (e) The provisions of this paragraph 6 5 shall terminate upon the completion earlier to occur of (i) the consummation of an IPO and (ii) the consummation of a Qualified Public OfferingSale of the Company.

Sale of the Company. i. At any time after April 4, 2000, and before the consummation of a Purchaser Approved Offering, if a bona fide offer is made by any person (other than Purchaser, or any person or entity related to or affiliated with Purchaser), to purchase all or substantially all of the assets or shares of stock of the Company, and Funding gives the Company written notice that it desires such offer to be accepted, the Company and its shareholders shall either accept the offer and consummate the sale on the terms and conditions of the offer (in which case, if the transaction is a stock sale or merger, Purchaser also shall sell all of its equity interests in the Company on those terms and conditions), or the Company shall acquire all the equity interests owned by Purchaser and Funding in the Company on the same terms and conditions as the offer; provided, however, that if such offer is made prior to April 4, 2002, the Company shall have no such obligation unless the total consideration of such offer is at least $50,000,000. If at any time Funding approves the sale of substantially all of the assets or shares of stock of the Company, then Purchaser shall vote its shares in favor of the transaction so approved and, if the transaction is a stock sale or merger, shall sell all of its equity interests in the Company on the terms and conditions so approved. In determining the total consideration for purposes of the foregoing, any deferred payment shall be discounted to present value at a discount rate of eight percent (8%) per annum. If the total consideration set forth in the offer includes anything other than cash and/or marketable securities (the "Non-Cash Consideration") then the Company, at its option, may acquire Purchaser's equity interests for the product of (a) If either (i) the Board Non-Cash Consideration specified or (ii) cash in the amount of the fair market value of the total consideration set forth in the offer, multiplied by (b) the percentage of all outstanding equity interests of the Company that then is owned by Purchaser. Such fair market value shall be determined pursuant to the terms of the Stock Purchase Agreements dated April 4, 1997, March 31, 1998 and the holders of a majority of date hereof by and among the Company's Preferred Stock , Funding and Common Stock approve a Sale the other stockholders of the Company (the "Approved SaleFunding Purchase Agreements"). If the offer contemplates an asset sale, the holders Company may acquire Purchaser's equity interests for cash equal to the product of Executive Stock shall consent (a) the after-tax value to and raise no objections against the Approved Sale Company of the Companyconsideration set forth in the offer multiplied by (b) the percentage of all outstanding equity interests of the Company that is then owned by Purchaser. If the Company decides to acquire Purchaser's and Funding's equity interests, the Company shall acquire Purchaser's and Funding's equity interests for cash within ninety (90) days from the date of Funding's written notice. ii. At any time before the consummation of a Purchaser Approved Offering, if the Approved Sale any assets or stock of the Company is structured sold for any reason, or if the Company is merged or consolidated, then the following payments (the "Management Shareholder Payments") to the Management Shareholders in connection with such sale, merger or consolidation shall be deemed, for purposes of this Agreement, as a sale part of stockthe total consideration to be paid for the Company so that Purchaser shall be entitled to receive from the Company, pari passu with the rights of holders of Executive Stock shall agree to sell their shares of Executive Stock and surrender their stock options on the terms and conditions approved by the Board and the holders of a majority of the Company's Preferred Class B Common Stock and Common Stock. The all other holders of Executive Stock shall take all necessary and desirable actions in connection with the consummation of the Approved Sale of the Company. (b) The obligations of the holders of Executive 's Class C Common Stock to be paid with respect to the Approved Sale of the Company are subject Management Shareholder Payments, and before any distribution to the satisfaction of the following conditions: (i) upon the consummation of the Approved Saleshareholders, all of the holders of Common Stock shall receive the same form and amount of consideration per share of Common Stock, or if any holders of Common Stock are given an option as to the form and amount of consideration to be received, all holders shall be given the same option; and (ii) all holders of then currently exercisable rights to acquire shares of Common Stock shall be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration a priority distribution equal to the amount determined by multiplying product of (1) the same amount sum of (a) all payments made to a Management Shareholder in consideration per share of Common Stock received any covenant not to compete or consulting agreement, plus (b) the component of any compensation to a Management Shareholder for employment services that is in excess of the prevailing industry average compensation, paid by companies that are similar to the company that will be making the payments to the Management Shareholder, for the management responsibilities actually to be performed by the holders Management Shareholder, as such average compensation is mutually agreed between the Company, the Management Shareholder and Funding, or if they cannot agree, then as determined by a current survey of Common Stock in connection with total compensation conducted by a qualified representative of a nationally recognized investment banking or accounting firm mutually agreeable to the Approved Sale less Company, the exercise price per share of Common Stock of such rights to acquire Common Stock Management Shareholder, and Funding, multiplied by (2) the number percentage of shares of Common Stock represented all equity interests in the Company that is then owned by such rights. (c) Purchaser. The priority distribution due Purchaser under this Paragraph 2.e.ii. shall be paid on the same schedule as the Management Shareholder Payments are received by the Management Shareholder. If the Company or has insufficient funds to pay the holders portion of the Companypriority distribution that is due at the time a Management Shareholder receives a Management Shareholder Payment, the Management Shareholders receiving Management Shareholder Payments shall pay Purchaser the amount of such insufficiency pro rata in accordance with the proportionate amounts of each such Management Shareholder's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated Payments, such amount to be paid on the same schedule as the payments are received by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall at the request of the Company, appoint a "purchaser representative" (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the Company, the Company shall pay the fees of such purchaser representative. However, if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall be responsible for the fees of the purchaser representative so appointedManagement Shareholder. (d) Executive and the other holders of Executive Stock (if any) shall bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executive) of the costs of any sale of Executive Stock pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock on their own behalf shall not be considered costs of the transaction hereunder. (e) The provisions of this paragraph 6 shall terminate upon the completion of a Qualified Public Offering.

Sale of the Company. (a) If Upon the Board and the holders occurrence of a majority Sale of the Company's Preferred Stock , all Incentive Units and Common Stock approve Phantom Units which have not yet become vested shall become vested as of the date of consummation of such Sale of the Company, if, as of such date, Employee has been continuously employed by the Company or any of its Subsidiaries from the date of this Agreement through and including such date, subject to the provisions of this Section 2(b). Notwithstanding the foregoing or anything herein or in the LLC Agreement to the contrary (and in addition to any requirements therein), in the case of a Sale of the Company, Employee hereby agrees that, if the Person who is acquiring the equity securities or assets of the Company resulting in such Sale of the Company (the "Approved Sale")“Acquiror”) reasonably requests that Employee continue to provide any reasonable services to the Acquiror, the holders of Executive Stock shall consent to and raise no objections against the Approved Sale of the Company, Employer or any of their respective Affiliates from and if after the Approved consummation of the Sale of the Company is structured (whether as a sale full-time employee, consultant or otherwise) that are within the scope of stockservices provided by Employee during the period of Employee’s employment with the Company or any of its Subsidiaries (the “Employment Period”) in exchange for a base salary (or equivalent base compensation), bonus opportunity and welfare and fringe benefits (collectively, the holders of Executive Stock shall agree “Post-Sale Compensation”) that are no less favorable to sell their shares of Executive Stock Employee in the aggregate than the base salary, bonus opportunity and surrender their stock options on the terms welfare and conditions approved fringe benefits provided to Employee by the Board and the holders of a majority of the Company's Preferred Stock and Common Stock. The holders of Executive Stock shall take all necessary and desirable actions in connection with the consummation of the Approved Sale of the Company. (b) The obligations of the holders of Executive Stock with respect Employer immediately prior to the Approved such Sale of the Company are subject (excluding any equity or other equity-based incentive compensation), then the Continuing Incentive Amount shall be handled as follows (in lieu of being paid to the satisfaction of the following conditions: Employee and/or his Permitted Transferee(s)): (i) upon if Employee declines to provide such requested services, the consummation of the Approved Sale, all of Continuing Incentive Amount shall be paid to the holders of Common Stock shall receive the same form and amount Class B Incentive Units as of consideration per share of Common Stock, or if any holders of Common Stock are given an option as to the form and amount of consideration to be received, all holders shall be given the same option; and (ii) all holders of then currently exercisable rights to acquire shares of Common Stock shall be given an opportunity to either (A) exercise such rights immediately prior to the consummation of the Approved such Sale and participate in such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for Company (pro rata among such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) based on the number of shares Class B Incentive Units then owned by each such holder), and, thereafter, neither Employee nor his Permitted Transferee(s) shall have any rights in respect of Common Stock represented by or other claims on such rights.amounts (other than his status as a holder of Units); or (cii) If the Company or the holders of the Company's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect if Employee agrees to provide such negotiation or transaction (including a merger, consolidation or other reorganization)requested services, the holders of Executive Stock Continuing Incentive Amount shall at the request of the Company, appoint a "purchaser representative" (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative be deposited into an escrow account with an escrow agent designated by the Company, and the Continuing Incentive Amount shall be handled as follows: (A) if Employee provides such requested services from and after consummation of the Sale of the Company through the earliest of (w) the date on which Acquiror reduces Employee’s Post-Sale Compensation below the base salary, bonus opportunity and welfare and fringe benefits provided to Employee by Employer immediately prior to such Sale of the Company (excluding any equity or other equity-based incentive compensation), (x) the date on which the Acquiror terminates such services (other than with cause), (y) Employee’s death or Disability and (z) the first anniversary of the consummation of the Sale of the Company (the earliest of (w), (x), (y) and (z), the “Final Vesting Date”), then the Continuing Incentive Amount, together with any income earned thereon, shall pay be released to Employee and/or his Permitted Transferee(s), as applicable, within five (5) business days after the fees Final Vesting Date; or (B) if Employee fails to provide such requested services from and after the consummation of the Sale of the Company through the Final Vesting Date, then the Continuing Incentive Amount, together with any income earned thereon, shall be paid to the holders of Class B Incentive Units as of immediately prior to the consummation of such purchaser representative. HoweverSale of the Company (pro rata among such holders based on the number of Class B Incentive Units then owned by each such holder), if and, thereafter, neither Employee nor his Permitted Transferee(s) shall have any rights in respect of or other claims on such amounts (other than his status as a holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the CompanyUnits), and such holder shall be responsible for the fees of the purchaser representative so appointed. (diii) Executive and the other holders For purposes of Executive Stock (if any) shall bear their pro-rata share (based upon the number of this Agreement, “Continuing Incentive Amount” means all shares sold by each seller including the Investors and each other Executive) of the costs of any sale of Executive Stock pursuant consideration to an Approved Sale which Employee and, to the extent necessary, his Permitted Transferee(s) are otherwise entitled in connection with such costs are incurred for the benefit Sale of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders in respect of Executive Stock on their own behalf shall not be considered costs 25% of the transaction hereunderIncentive Units that either vested or were granted within the three-year period ending on the date of the consummation of the Sale of the Company without giving effect to the vesting acceleration described in the first sentence of Section 2(b). (e) The provisions of this paragraph 6 shall terminate upon the completion of a Qualified Public Offering.

Sale of the Company. (a) If the Board and the holders of a majority of the Company's Preferred Stock and Common Stock Stockholder Shares then outstanding approve a Sale of the Company (the "Approved Company Sale"), the holders of Executive Stock shall Stockholder Shares will consent to and raise no objections against the Approved Sale of the Company, and if Company Sale. If the Approved Company Sale of the Company is structured as a (i) merger or consolidation, each holder of Stockholder Shares shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of stock, the holders each holder of Executive Stock Stockholder Shares shall agree to sell their shares all of Executive Stock his Stockholder Shares and surrender their stock options rights to acquire Stockholder Shares on the terms and conditions approved by the Board and the holders of a majority of the Company's Preferred Stock and Common StockStockholder Shares then outstanding. The holders Each holder of Executive Stock Stockholder Shares shall take all necessary and or desirable actions in connection with the consummation of the Approved Company Sale of as requested by the Company. (b) The obligations of the holders of Executive Stock Stockholder Shares with respect to the Approved Company Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Company Sale, all each holder of the holders of Common Stock Stockholder Shares shall receive the same form and amount of consideration per share and the same portion of Common Stock, or consideration such holder would have received if the aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the Company's Certificate of Incorporation as in effect immediately prior to the consummation of the Approved Company Sale; (ii) if any holders of Common Stock a class of Stockholder Shares are given an option as to the form and amount of consideration to be received, all holders each holder of such class of Stockholder Shares shall be given the same option; and (iiiii) all holders each holder of then currently exercisable rights to acquire shares a class of Common Stock Stockholder Shares shall be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Company Sale and participate in such sale as holders of Common Stock or (B) upon the consummation such class of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rightsStockholder Shares. (c) If the Company or the holders of any of the Company's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders each holder of Executive Stock shall Stockholder Shares will, at the request of the Company, appoint either a "purchaser representative" representative (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the Company, in which event the Company shall will pay the fees of such purchaser representative. However, if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall appoint or another purchaser representative (reasonably acceptable to the Company), and in which event such holder shall will be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other All holders of Executive Stock (if any) shall Stockholder Shares will bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executivesold) of the costs of any sale of Executive Stock Stockholder Shares pursuant to an Approved Company Sale to the extent such costs are incurred for the benefit of all such holders of Common Stock Stockholder Shares and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock Stockholder Shares on their own behalf shall will not be considered costs of the transaction hereunderApproved Company Sale. (e) The provisions In no event will the Board or Stockholders enter into an agreement for, or otherwise effect, a Sale of this paragraph 6 shall terminate upon the completion Company unless it is in connection with a contemporaneous Sale of a Qualified Public Offeringthe Partnership without the prior approval of the Lee Xxxectors and the CIVC Directors.

Sale of the Company. (a) If the Board and the holders of a majority of the Company's Preferred Stock and Common Stock Required Interest approve a Sale of the Company (the "an “Approved Sale"”), the holders each holder of Executive Stock Units shall vote for, consent to and raise no objections against such Approved Sale. If the Approved Sale of the Company, and if the Approved Sale of the Company is structured as a (i) merger or consolidation, each holder of Units shall waive any dissenters’ rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of stockUnits, the holders each holder of Executive Stock Units shall agree to sell their shares all of Executive Stock and surrender their stock options his, her or its Units or rights to acquire Units on the terms and conditions approved by the Board and the holders of a majority the Required Interest. Each holder of the Company's Preferred Stock and Common Stock. The holders of Executive Stock Units shall take all necessary and or desirable actions in connection with the consummation of the Approved Sale of as requested by the CompanyLLC. (b) The obligations of the holders of Executive Stock Units with respect to the an Approved Sale of the Company are subject to the satisfaction terms of the following conditions: (iSection 10.4(e) upon the consummation of the Approved Sale, all of the holders of Common Stock shall receive the same form and amount of consideration per share of Common Stock, or if any holders of Common Stock are given an option as to the form and amount of consideration to be received, all holders shall be given the same option; and (ii) all holders of then currently exercisable rights to acquire shares of Common Stock shall be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rightsbelow. (c) If either the Company LLC or the holders of the Company's securities any class of Units enter into any a negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities and Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall Units will, at the request of the CompanyLLC, appoint a "purchaser representative" representative (as such term is defined in Rule 501) reasonably acceptable to the CompanyLLC. If any holder of Executive Stock Units appoints a purchaser representative designated by the CompanyLLC, the Company shall LLC will pay the fees of such purchaser representative. However, but if any holder of Executive Stock Units declines to appoint the purchaser representative designated by the Company, LLC such holder shall will appoint another purchaser representative (reasonably acceptable to the Company)representative, and such holder shall will be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders Holders of Executive Stock (if any) shall Units will bear their pro-pro rata share (based upon the number of all shares sold by each seller including the Investors and each other ExecutiveCommon Units held) of the costs of any sale of Executive Stock such Units pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock Units and are not otherwise paid by the Company LLC or the acquiring party. For purposes of this Section 10.4(d), costs incurred in exercising reasonable efforts to take all actions in connection with the consummation of an Approved Sale in accordance with Section 10.4(a) shall be deemed to be for the benefit of all holders of Units. Costs incurred by Executive and the other holders of Executive Stock Units on their own behalf shall will not be considered costs of the transaction hereunder. Each holder of Units transferring Units pursuant to an Approved Sale shall be obligated, severally, not jointly, to join on a pro rata basis (based on the number of Common Units to be sold) in any indemnification or other obligations that are part of the terms and conditions of the Approved Sale (other than any such obligations that relate specifically to a particular holder, such as indemnification with respect to representations and warranties given by a holder regarding such holder’s title to and ownership of Units) (the “LLC Indemnity Obligations”). Notwithstanding the foregoing, no holder shall be obligated in connection with any Approved Sale to agree to indemnify or hold harmless the transferees with respect to LLC Indemnity Obligations in an amount in excess of the net proceeds paid to such holder in connection with the Approved Sale. (e) The provisions In the event of this paragraph 6 an Approved Sale, each Unitholder shall terminate upon receive in exchange for the completion Units held by such Unitholder the same portion of a Qualified Public Offeringthe aggregate consideration from such sale or exchange that such Unitholder would have received if such aggregate consideration had been distributed by the LLC pursuant to the terms of Section 4.1. Each holder of Units shall take all necessary or desirable actions in connection with the distribution of the aggregate consideration from such sale or exchange as requested by the LLC.

Sale of the Company. (a) If the Board and the holders of a majority of the Company's Preferred Stock and Common Stock Required Interest (as such term is defined in the LLC Agreement) approve a Sale of the Company to a Person that is not an Affiliate of the GTCR Investors in a bona fide arms-length transaction (the an "Approved SaleAPPROVED SALE"), the holders each holder of Executive Stock Securityholder Securities shall vote for, consent to and raise no objections against such Approved Sale. If the Approved Sale of the Company, and if the Approved Sale of the Company is structured as a (i) merger or consolidation, each holder of Securityholder Securities shall waive any dissenters' rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of stockUnits, the holders each holder of Executive Stock Securityholder Securities shall agree to sell their shares all of Executive Stock and surrender their stock options his, her or its Securityholder Securities or rights to acquire Securityholder Securities on the terms and conditions approved by the Board and the holders of a majority the Required Interest. Each holder of the Company's Preferred Stock and Common Stock. The holders of Executive Stock Securityholder Securities shall take all necessary and or desirable actions in connection with the consummation of the Approved Sale of as reasonably requested by the Company. (b) The obligations of the holders of Executive Stock Securityholder Securities with respect to the Approved Sale of the Company are subject to the satisfaction terms of the following conditions: (i) upon the consummation of the Approved Sale, all of the holders of Common Stock shall receive the same form and amount of consideration per share of Common Stock, or if any holders of Common Stock are given an option as to the form and amount of consideration to be received, all holders shall be given the same option; and (ii) all holders of then currently exercisable rights to acquire shares of Common Stock shall be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rightsSECTION 5 below. (c) If either the Company or the holders of the Company's securities any class of Securityholder Securities enter into any a negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities and Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall Securityholder Securities (other than those qualifying as "accredited investors" under such Rule) will, at the request of the Company, appoint a "purchaser representative" representative (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock Securityholder Securities appoints a purchaser representative designated by the Company, the Company shall will pay the fees of such purchaser representative. However, but if any holder of Executive Stock Securityholder Securities declines to appoint the purchaser representative designated by the Company, Company such holder shall will, if required, appoint another purchaser representative (reasonably acceptable to the Company)representative, and such holder shall will be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders Holders of Executive Stock (if any) shall Securityholder Securities will bear their pro-pro rata share (based upon the number of all shares sold by each seller including the Investors and each other ExecutiveCommon Units sold) of the costs of any sale of Executive Stock such Securityholder Securities pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock Securityholder Securities and are not otherwise paid by the Company or the acquiring party. For purposes of this SECTION 4(d), costs incurred in exercising reasonable efforts to take all actions in connection with the consummation of an Approved Sale in accordance with SECTION 4(a) shall be deemed to be for the benefit of all holders of Securityholder Securities. Costs incurred by Executive and the other holders of Executive Stock Securityholder Securities on their own behalf shall will not be considered costs of the transaction hereunder. (e) The provisions of this paragraph 6 shall terminate upon the completion of a Qualified Public Offering.

Sale of the Company. (a) If In the Board and the holders event of a majority of the Company's Preferred Stock and Common Stock approve a Sale of the Company (the "an Approved Sale"), the holders of Executive Stock shall each Stockholder will thereafter (i) consent to and raise no objections against the Approved Sale of or the Companyprocess pursuant to which the Approved Sale was arranged, (ii) waive any dissenter's rights and other similar rights, and (iii) if the Approved Sale of the Company is structured as a sale of stocksecurities, the holders of Executive Stock shall each Stockholder will agree to sell their shares of Executive Stock and surrender their stock options its Stockholder Shares on the terms and conditions approved by the Board and the holders of a majority of the Company's Preferred Stock and Common StockApproved Sale. The holders of Executive Stock shall Each Stockholder will take all necessary and desirable actions as directed by the Board in connection with the consummation of any Approved Sale, including, without limitation, executing the applicable purchase agreements and joining in any indemnification obligations (whether directly to the buyer in such Approved Sale or pursuant to a contribution arrangement) on a pro rata basis in accordance with the number of Stockholder Shares sold in such Approved Sale; provided, that each Stockholder's indemnification obligation shall not exceed the Companyaggregate amount of proceeds received by such Stockholder in such Approved Sale. (b) The obligations of the holders of Executive Stock with respect to the Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all of the holders of Common Stock shall receive the same form and amount of consideration per share of Common Stock, or if any holders of Common Stock are given an option as to the form and amount of consideration to be received, all holders shall be given the same option; and (ii) all holders of then currently exercisable rights to acquire shares of Common Stock shall be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rights. (c) If the Company or the holders of the Company's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by under the Securities Exchange Commission Act may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall Stockholders will, at the request of the Company, appoint a "purchaser representative" representative (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock Stockholder appoints a purchaser representative designated by the Company, the Company shall will pay the fees of such purchaser representative. However, but if any holder of Executive Stock Stockholder declines to appoint the purchaser representative designated by the Company, Company such holder shall will appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall will be responsible for the fees of the purchaser representative so appointed. (dc) Executive and the All Stockholders (other than holders of Executive Stock (if anyWarrant Shares) shall will bear their pro-pro rata share (based upon the number of all shares sold by each seller including the Investors and each other ExecutiveStockholder Shares sold) of the reasonable costs of any sale of Executive Stock Stockholder Shares pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock selling Stockholders and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock any Stockholder on their its own behalf shall will not be considered costs of the transaction hereunder. (ed) The provisions of this paragraph 6 This Section 5 shall automatically terminate upon the completion consummation of a Qualified an Initial Public Offering.

Sale of the Company. (a) If (i) the Board and Board, (ii) the holders of a majority of the Company's Series A Preferred Stock voting separately as a class, and Common Stock approve (iii) if required pursuant to paragraph 1E(ii)(c) of the Investor Rights Agreement, the holders of at least sixty-six percent (66%) of the outstanding shares of Preferred Stock, determine to effect a Sale of the Company and deliver written notice to the holders of Stockholder Shares invoking the provisions of this paragraph 8 (the "any such sale, an “Approved Sale"”), subject to Section 8(d) below, the holders of Executive Stock Stockholders Shares shall consent to to, vote in favor of and raise no objections against the Approved Sale of the CompanySale. (b) Subject to Section 8(d), and if the Approved Sale of the Company is structured as (i) a merger or consolidation, each holder of Stockholder Shares shall vote such holder’s Stockholder Shares to approve such merger or consolidation, whether by written consent or at a stockholders meeting (as requested by the Investors) and waive all dissenter’s rights, appraisal rights and similar rights in connection with such merger or consolidation, (ii) a sale of stock, the holders each holder of Executive Stock Stockholder Shares shall agree to sell their shares sell, and shall sell, all of Executive Stock such holder’s Stockholder Shares and surrender their stock options rights to acquire Stockholder Shares on the terms and conditions so approved by the Board and Board, the holders of a majority of the Company's Preferred Stock and Common Stock. The Series A Preferred, and, if required pursuant to Section 8(a) above, the holders of Executive Stock at least seventy-five percent (75%) of the outstanding shares of Preferred Stock, or (iii) a sale of assets, each holder of Stockholder Shares shall take vote its Stockholder Shares to approve such sale and any subsequent liquidation of the Company or other distribution of the proceeds therefrom, whether by written consent or at a stockholders meeting (as requested by the Board). (c) In furtherance of the foregoing, each holder of Stockholder Shares shall take, with respect to such holder’s Stockholder Shares, all necessary and or desirable actions reasonably requested by the Board in connection with the consummation of the Approved Sale of Sale, including without limitation, voting to approve such transaction and executing the Companyapplicable purchase agreement and related documents. (bd) The obligations of the holders of Executive Stock Stockholder Shares with respect to the an Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all each holder of the holders of Common Stock shall Stockholder Shares will receive the same form and amount of consideration per share and the same portion of Common Stock, or the aggregate consideration that such holders of Stockholder Shares would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the Company’s Certificate of Incorporation as in effect immediately prior to such Approved Sale; (ii) if any holders of Common Stock a class of Stockholder Shares are given an option as to the form and amount of consideration to be received, all holders shall each holder of such class of Stockholder Shares will be given the same option; and (iiiii) all holders each holder of then currently exercisable rights to acquire shares of Common Stock shall a class of Stockholder Shares will be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or such class of Stockholder Shares; (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1iv) the same amount of consideration per share of Common Stock to be received by the Stockholders in connection with such Approved Sale shall, unless otherwise approved by the Board and the holders of Common Stock a majority of the outstanding Preferred Stock, consist solely of cash and/or public company securities (which are freely tradable within not more than three (3) months following closing, subject only to customary lock-up provisions) from a company with an aggregate “public float” immediately prior to such transaction of not less than $500,000,000; (v) all warranty and indemnification obligations and caps on liability shall be on a pro rata basis based on the consideration received by each Stockholder in connection with the Approved Sale less (and none shall be on a joint and several basis), except that necessary individual representations, warranties and covenants particular to individual Stockholders will be made only by such Stockholder (e.g., representations regarding ownership of securities, authority, due execution, knowledge, awareness and breaches of covenants, etc.) and liability with respect thereto will be borne by the exercise price per share breaching party only; (vi) any escrow or holdback of Common Stock proceeds in connection with such Approved Sale shall be on a pro rata basis among all Stockholders based on the consideration received by (or to be paid to) each Stockholder in connection with such Approved Sale; (vii) no Investor will be required to become bound by any non-competition covenant, restraint, non-solicitation covenant or any similar restrictive covenant without its consent; and (viii) no Stockholder’s liability to the buyer or any other person (including any warranty or indemnification obligations) in connection with such Approved Sale will exceed the actual amount of proceeds actually received by such Stockholder in consideration for his, her or its Stockholder Shares, other than in the case of fraud or willful misrepresentation. The condition that each holder of Stockholder Shares receive, or is provided with the same option to receive, the same form of consideration as set forth in clause (i) and clause (ii) above shall be deemed satisfied even if certain holders of Stockholders Shares receive, to the exclusion of others, securities of the entity acquiring the Company in an Approved Sale, so long as each holder of Stockholder Shares receives the same amount of value, whether in cash or such securities, as of the closing of such rights Approved Sale with respect to acquire Common Stock by (2) the number of shares of Common Stock represented by such rightsholder’s Stockholder Shares. (ce) If the Company or the holders of the Company's ’s securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) of the Securities Act promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock Stockholder Shares shall at the request of the Company, appoint a "“purchaser representative" ” (as such term is defined in Rule 501501 of the Securities Act) reasonably acceptable to the Company. If any holder of Executive Stock Stockholder Shares appoints a purchaser representative designated by the Company, the Company shall pay the fees of such purchaser representative. However, if any holder of Executive Stock Stockholder Shares declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall be responsible for the fees of the purchaser representative so appointed. (df) Executive and the other holders Subject to paragraph (e) above, each holder of Executive Stock (if any) shall bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executive) of the costs of any sale of Executive Stock pursuant to an Approved Sale Stockholder Shares shall, to the extent such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid requested by the Company or Company, pay such holder’s pro rata share of the acquiring party. Costs expenses incurred by Executive and the other holders of Executive Stock on their own behalf shall not be considered costs of the transaction hereunderin connection with an Approved Sale. (eg) The provisions of this paragraph 6 8 shall terminate upon the completion consummation of a Qualified Public Offeringan IPO.

Sale of the Company. (a) If So long as the Board Company has not consummated a Public Offering, if BRS (so long as BRS and its Affiliates, officers, directors and employees own in the holders aggregate at least forty percent (40%) of a majority the outstanding Common Stock of the Company's Preferred Stock and Common Stock approve a Sale ) approves in writing the sale of the Company to an unaffiliated person (whether by merger, consolidation, sale of all or substantially all of its assets or sale of the outstanding capital stock) (an "Approved Sale"), the holders of Executive Stock shall each Investor and Permitted Transferee will consent to to, vote for, and raise no objections against against, and waive dissenters and appraisal rights (if any) with respect to, the Approved Sale of the CompanySale, and if the Approved Sale of the Company is structured as a sale of stock, the holders of Executive Stock shall each Investor and such Permitted Transferee will agree to sell their shares and will be permitted to sell all of Executive such Investor's and such Permitted Transferee's Common Stock and surrender their stock options or other Securities on the terms and conditions approved by the Board and the holders of a majority BRS; provided, however, that neither of the Company's Preferred Stock Founding Investors (nor their Permitted Transferees) shall be subject to the foregoing obligations in respect of an Approved Sale until the first anniversary of the Closing Date. Each Investor and Common Stock. The holders of Executive Stock shall such Permitted Transferee will take all necessary and desirable actions in connection with the consummation of the an Approved Sale of the CompanySale. (b) The obligations of each of the holders of Executive Stock Investors with respect to the an Approved Sale of the Company are subject to the satisfaction of the following conditionsconditions that: (i) upon the consummation of the Approved Sale, Sale all of the holders of Common Stock shall Investors and Permitted Transferees will receive the same form and amount of consideration per share of Common Stock, or if any holders holder of Common Stock are is given an option as to the form and amount of consideration to be received, all holders shall Investors and Permitted Transferees will be given the same option; and (ii) all holders the terms of then currently exercisable rights to acquire shares of Common Stock sale shall be given an opportunity to either (A) exercise such rights prior to not include any indemnification, guaranty or the consummation similar undertaking of the Approved Sale and participate Investor (other than undertakings of Founding Investors in such sale as holders respect of Common Stock continued employment) that is not made or (B) upon given pro rata with other Investors on the consummation basis of share ownership. The obligations of each of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rights. (c) If the Company or the holders of the Company's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available Founding Investors with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall at the request of the Company, appoint a "purchaser representative" (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the Company, the Company shall pay the fees of such purchaser representative. However, if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders of Executive Stock (if any) shall bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executive) of the costs of any sale of Executive Stock pursuant to an Approved Sale which occurs prior to the extent second anniversary of the Closing Date are also subject to the condition that the aggregate consideration received as a result of such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid Approved Sale by the Company or Minority Stockholders as a group is at least equal to the acquiring partyMinimum Value Amount (as such terms are hereinafter defined). Costs incurred by Executive and the other holders of Executive Stock on their own behalf shall not be considered costs of the transaction hereunder. (e) The provisions of this paragraph 6 shall terminate upon the completion of a Qualified Public Offering.For this

Sale of the Company. (a) 8.1 If UPC sells and transfers any shares in the Board Company to any third party on or prior to October 1, 2001, the Shareholder shall have the right to simultaneously sell and transfer to such third party the same percentage of his Company Shares for a consideration which is equal to the per share consideration which UPC will receive for its shares in the Company and the holders same percentage of a majority of the Company's Preferred Stock his option rights and Common Stock approve a Sale of warrants relating to shares in the Company for the same per option right or per warrant consideration minus the applicable strike price, and on the same terms and conditions and with the same representations and warranties and covenants (MUTATIS MUTANDIS) which UPC will in its discretion agree upon with such third party. If UPC intends to so sell and transfer its shares as contemplated in this Article 8.1, it shall issue a sale notice (the "Approved SaleNOTICE OF SALE")) substantially in the form of Exhibit H hereto to the Shareholders. If the Shareholder wishes to exercise its rights under this Article 8.1, it shall within 15 days of the date of its receipt of a Notice of Sale issue an exercise notice (a "SALE EXERCISE NOTICE") substantially in the form of Exhibit I hereto. Any Sale Exercise Notice shall be irrevocable. If a Sale Exercise Notice is not timely issued, it shall be deemed for all purposes not to have been issued. 8.2 If UPC sells and transfers at least 50% of its shares in the Company to any third party who is not affiliated with UPC on or prior to October 1, 2001, UPC may require all of the Shareholders and the Escrow Agent who have not issued a Sale Exercise Notice, to simultaneously sell and transfer to UPC (or, at the option of UPC, to such third party) the same percentage of their Company Shares for a per share consideration which is equal to the greater of (i) the Company Share Value or (ii) the per share consideration received by UPC in such transaction, and the same percentage of their option rights and warrants relating to shares in the Company for a per option right or per warrant consideration which is equal to the Company Share Value or transaction value, as the case may be, minus the applicable strike price. In such case, the holders valuation provisions of Executive Article 7 shall apply MUTATIS MUTANDIS, and UPC and the Company will ensure that such consideration is determined prior to the date upon which the Company Shares, option rights and warrants are transferred to UPC (or such third party). The date of the receipt of the Notice of Sale for the purpose of applying MUTATIS MUTANDIS the valuation provisions of Article 7.5 shall be deemed to be the Option Trigger Date. 8.3 After October 1, 2001, if an IPO has not occurred and the Shareholders Representative has not exercised the UPC Stock shall consent Purchase Option pursuant to the provisions of Article 7 or if any Shareholder or the Escrow Agent has retained (all or some of) the Company Shares, if UPC sells and raise no objections against transfers its shares in the Approved Sale Company to any third party who is not affiliated with UPC, UPC may require the Shareholder and the Escrow Agent to simultaneously sell and transfer to UPC (or, at the option of UPC, to such third party) all of their shares in the Company for a per share consideration which is equal to the per share consideration which UPC will receive for its shares in the Company, and if the Approved Sale of all option rights and warrants relating to shares in the Company is structured as a sale of stockfor the same per option right or per warrant consideration minus the applicable strike price, the holders of Executive Stock shall agree to sell their shares of Executive Stock and surrender their stock options on the same terms and conditions approved by the Board and the holders of a majority of the Company's Preferred Stock and Common Stock. The holders of Executive Stock shall take all necessary and desirable actions in connection with the consummation of the Approved Sale of the Companysame representations and warranties and covenants (MUTATIS MUTANDIS) which UPC will in its discretion agree upon with such third party. (b) 8.4 The obligations of the holders of Executive Stock with respect to the Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all of the holders of Common Stock shall receive the same form and amount of consideration per share of Common Stock, or if any holders of Common Stock are given an option as to the form and amount of consideration to be received, all holders shall be given the same option; and (ii) all holders of then currently exercisable rights to acquire shares of Common Stock shall be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rights. (c) If the Company or the holders of the Company's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization)Shareholder, the holders of Executive Stock shall at the request of the CompanyEscrow Agent, appoint a "purchaser representative" (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the Company, UPC and/or the Company shall pay the fees of perform all such purchaser representative. However, if any holder of Executive Stock declines acts as may be reasonably requested in order to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable give effect to the Company), and such holder shall be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders of Executive Stock (if any) shall bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executive) of the costs of any sale of Executive Stock pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock on their own behalf shall not be considered costs of the transaction hereunder. (e) The provisions of this paragraph 6 shall terminate upon the completion of a Qualified Public OfferingArticle 8.

Sale of the Company. (a) If the Board and the holders of a majority of the Xxxx Shares (the "Majority Xxxx Stockholders") approve a sale of all or substantially all of the Company's Preferred Stock and Common Stock approve assets determined on a Sale consolidated basis or a sale of all or substantially all of the Company Company's outstanding capital stock (the whether by merger, recapitalization, consolidation, reorganization, combination or otherwise) to an Independent Third Party (collectively an "Approved Sale"), the holders each holder of Executive Stock shall Stockholder Shares will consent to and raise no objections against such Approved Sale. If the Approved Sale of the Company, and if the Approved Sale of the Company is structured as (i) a merger or consolidation, each holder of Stockholder Shares will waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of stock, the holders each holder of Executive Stock shall Stockholder Shares will agree to sell their shares all of Executive Stock his Stockholder Shares and surrender their stock options rights to acquire Stockholder Shares on the terms and conditions approved by the Board and the holders Majority Xxxx Stockholders. Each holder of a majority of the Company's Preferred Stock and Common Stock. The holders of Executive Stock shall Stockholder Shares will take all necessary and or desirable actions in connection with the consummation of the Approved Sale of as requested by the Company. (b) The obligations of the holders of Executive Stock Stockholder Shares with respect to the an Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all each holder of the holders of Common Stock shall Stockholder Shares will receive the same form and amount of consideration per and the same portion of the aggregate consideration that such holders of Stockholder Shares would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the Company's Certificate of Incorporation as in effect immediately prior to such Approved Sale; (ii) each holder of shares of a class of Stockholder Shares will be given the same consideration with respect to each share of Common Stocksuch class, or and, if any holders of Common Stock Stockholder Shares are given an option as to the form and amount of consideration to be received, all holders shall each holder of Stockholder Shares will be given the same option; and (iiiii) all holders each holder of then currently exercisable rights to acquire shares of Common Stock shall Stockholder Shares will be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or Stockholder Shares. Notwithstanding anything herein to the contrary, (Bi) upon the consummation of the Existing Stockholders shall not be required to provide indemnification in connection with such Approved Sale, receive (ii) in exchange for no event shall an Existing Stockholder be required to enter into an agreement not to compete in connection with such rights consideration equal to Approved Sale, and (iii) in determining the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by to be paid to the holders of Common Stock Existing Stockholders in such Approved Sale, all consideration paid directly or indirectly to the Xxxx Group in connection with the such Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2other than customary investment banking and legal fees) the number of shares of Common Stock represented by such rightsshall be taken into account. (c) If the Company or the holders of the Company's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities and Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall Stockholder Shares that are not accredited investors will, at the request of the Company, appoint a "purchaser representative" representative (as such term is terms are defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock Stockholder Shares appoints a purchaser representative designated by the Company, the Company shall will pay the fees of such purchaser representative. However, but if any holder of Executive Stock Stockholder Shares declines to appoint the purchaser representative designated by the Company, Company such holder shall will appoint another purchaser representative (reasonably acceptable to the Company)representative, and such holder shall will be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders Holders of Executive Stock (if any) shall Stockholder Shares will bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executivesold) of the costs of any sale of Executive Stock Stockholder Shares pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock Stockholder Shares on their own behalf shall will not be considered costs of the transaction hereunder. (e) The provisions of this paragraph 6 shall Section 3 will terminate upon the completion of a Qualified Public Offering.

Sale of the Company. (a) If the Board and the holders of a majority of the Company's Preferred Stock and Common Stock approve a Sale of the Company is approved in accordance with Section 7 or Section 9 of the Stockholders Agreement (the "an “Approved Sale"”), the holders each holder of Executive Stock Securities shall vote for, consent to and raise no objections against such Approved Sale. If the Approved Sale of the Company, and if the Approved Sale of the Company is structured as a (i) merger or consolidation, the holders of Executive Securities shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of stock, the holders of Executive Stock Securities shall agree to sell all of their shares of Executive Stock Option Shares and surrender their stock options rights to acquire Option Shares on the terms and conditions approved by the Board and Supermajority Vote (as defined in the holders of a majority of the Company's Preferred Stock and Common StockStockholders Agreement). The holders of Executive Stock shall take all necessary and or desirable actions in connection with the consummation of the Approved Sale of as requested by the CompanyPerson(s) entitled to request the Stockholders to take such actions pursuant to the Stockholders Agreement. (b) The obligations of the holders of Executive Stock with respect to the Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all of the holders of Common Stock shall receive the same form and amount of consideration per share of Common Stock, or if any holders of Common Stock are given an option as to the form and amount of consideration to be received, all holders shall be given the same option; and (ii) all holders of then currently exercisable rights to acquire shares of Common Stock shall be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rights. (c) If the Company or the holders of the Company's ’s securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated under the 1933 Act by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Executive, together with the Company’s other senior management employees which have entered into Stock Option Agreements with the Company (such other senior management employees, the “Other Executives”), shall at the request of the Company, appoint a "“purchaser representative" ” (as such term is defined in Rule 501501 under the 0000 Xxx) reasonably acceptable to the Company. If any holder of the Executive Stock appoints and the Other Executives appoint a purchaser representative designated by the Company, the Company shall pay the fees of such purchaser representative. However, if the Executive or any holder of Other Executive Stock declines to appoint the purchaser representative designated by the Company, the Executive or such holder Other Executive, as the case may be, shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder person shall be responsible for the fees of the purchaser representative so appointedappointed unless such person is an Accredited Investor (as defined in Rule 501). (d) Executive and the other holders of Executive Stock (if any) shall bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executive) of the costs of any sale of Executive Stock pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock on their own behalf shall not be considered costs of the transaction hereunder. (e) The provisions of this paragraph 6 shall terminate upon the completion of a Qualified Public Offering.

Sale of the Company. (a) If Subject to Section 4(b) below, if the Board and the holders of a majority of the Company's Preferred Stock and Common Stock TA Shares approve a Sale of the Company to any non-Affiliates of the Company or the TA Investors (the an "Approved Sale"), the holders each holder of Executive Stock Stockholder Shares shall vote for, consent to and raise no objections against such Approved Sale. If the Approved Sale of the Company, and if the Approved Sale of the Company is structured as a (i) merger or consolidation, each holder of Stockholder Shares shall waive any dissenters' rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of stock, the holders each holder of Executive Stock Stockholder Shares shall agree to sell their shares all of Executive Stock his Stockholder Shares and surrender their stock options rights to acquire Stockholder Shares on the terms and conditions approved by the Board and the holders of a majority of the Company's Preferred Stock and Common StockTA Shares. The holders Each holder of Executive Stock Stockholder Shares shall take all necessary and or desirable actions in connection with the consummation of the Approved Sale of as reasonably requested by the CompanyCompany and the TA Investors. (b) The obligations of the holders of Executive Stock Stockholder Shares set forth in Section 4(a) above with respect to the an Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all of the holders of Common Stock each class of Stockholder Shares shall receive the same form and amount of consideration per share of Common StockStockholder Shares as the other holders of such class, or if any holders of Common Stock a class of Stockholder Shares are given an option as to the form and amount of consideration to be received, all holders of such class shall be given the same option; and (ii) all holders of then currently exercisable rights to acquire shares of Common Stock Stockholder Shares shall be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rights. (c) If the Company or the holders of the Company's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall at the request of the Company, appoint a "purchaser representative" (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the Company, the Company shall pay the fees of such purchaser representative. However, if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders of Executive Stock (if any) shall bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executive) of the costs of any sale of Executive Stock pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock on their own behalf shall not be considered costs of the transaction hereunder. (e) The provisions of this paragraph 6 shall terminate upon the completion of a Qualified Public Offering.of

Sale of the Company. (a) If at any time (i) the Board Company’s board of directors and (ii) the holders of a majority of the Company's Preferred Stock and Common Stock Shares held by all Shareholders (determined on an as-converted basis), approve a Sale sale of all or substantially all the Company Company’s assets (determined on a consolidated basis) or a sale or exchange of all or substantially all the "Company’s outstanding capital stock (whether by merger, sale, recapitalization, consolidation, reorganization, combination or otherwise) to any unaffiliated third party in an arm’s-length transaction (an “Approved Sale"”), the holders of Executive Stock each Shareholder shall vote for, consent to and raise no objections against such Approved Sale and shall waive any dissenters’ rights, appraisal rights or similar rights in connection therewith. If the Approved Sale of the Company, and if the Approved Sale of the Company is structured as a sale of stock, the holders of Executive Stock each Shareholder shall agree to sell their shares of Executive Stock all his, her or its Shares and surrender their stock options rights to acquire Shares on the terms and conditions approved by the Board and the holders Company’s board of a majority of the Company's Preferred Stock and Common Stockdirectors. The holders of Executive Stock Each Shareholder shall take all necessary and desirable actions in his, her or its capacity as a Shareholder in connection with the consummation of the Approved Sale as requested by the Company (including attendance at meetings in person or by proxy for purposes of the Companyobtaining a quorum and execution of written consents in lieu of meetings). (b) The obligations of the holders of Executive Stock Shareholders with respect to the an Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, condition that all of the holders of Common Stock shall receive the same form and amount of consideration per share of Common Stock, or if any holders of Common Stock are given an option as to the form and amount of consideration to be received, all holders shall be given the same option; and (ii) all holders of then currently exercisable rights to acquire shares of Common Stock shall be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rights. (c) If the Company or the holders of the Company's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall at the request of the Company, appoint a "purchaser representative" (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the Company, the Company shall pay the fees of such purchaser representative. However, if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders of Executive Stock (if any) Each Shareholder shall bear their pro-his, her or its pro rata share (based upon the number of all shares sold Shares held by each seller including the Investors and each other Executivesuch holder) of the costs of any sale of Executive Stock pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock Shares and are not otherwise paid by the Company or the acquiring party. Costs incurred party and shall be obligated to join on a pro rata basis (based on the number of Shares held by Executive such holder) in any indemnification or other obligations that the Investors agree to provide in connection with such Approved Sale (other than any such obligations that relate specifically to a Shareholder such as indemnification with respect to representations and warranties given by a Shareholder regarding such Shareholder’s title to and ownership of Shares and other than with respect to any matters pertaining specifically to the other holders of Executive Stock on their own behalf shall not be considered costs of the transaction hereunderInvestors). (ed) The provisions of this paragraph 6 Section 4 shall terminate upon the completion consummation of a Qualified Public Offering.

Sale of the Company. (a) If In the Board event that an Approved Sale is proposed (a "Proposed Sale"): (i) The Company shall provide a written notice (the "Approved Sale Notice") of such Proposed Sale to each of the Holders not later than the twentieth (20th) Business Day prior to the consummation of the Proposed Sale. The Approved Sale Notice shall contain written notice of the Proposed Sale, setting forth the consideration to be paid by the third party or parties and the other material terms and conditions of the Proposed Sale. (ii) Anything herein to the contrary notwithstanding, neither the Company nor the holders of a majority Sentinel Stockholder Shares shall have any obligation to any Holder to sell or otherwise dispose of the Company's Preferred Stock and Common Stock approve Company Shares of any Holder pursuant to this Section 5 or as a Sale result of any decision by the Company or the holders of Sentinel Stockholder Shares, as applicable, not to accept or consummate any proposed sale of the Company or securities of the Company (it being understood that any and all such decisions shall be made by the "Approved Sale"), Company or the holders of Executive Stock Sentinel Stockholder Shares, as applicable, in such person's sole discretion). No Holder shall be entitled to make any sale of Company Shares directly to any third party pursuant to an Approved Sale (it being understood that all such sales shall be made only on the terms and pursuant to the procedures set forth in this Section 5). (b) In the event of an Approved Sale, each Holder will (i) consent to and raise no objections against the Approved Sale of or the Companyprocess pursuant to which the Approved Sale was arranged, (ii) waive any dissenter's rights and other similar rights, and (iii) if the Approved Sale of the Company is structured as a sale of stocksecurities, the holders of Executive Stock shall each Holder will agree to sell their shares of Executive Stock and surrender their stock options its Company Shares on the terms and conditions approved by the Board and the holders of a majority of the Company's Preferred Stock and Common StockApproved Sale. The holders of Executive Stock shall Each Holder will take all necessary and desirable actions as directed by the Board and the Approving Stockholders in connection with the consummation of the Approved Sale of the Company. (b) The obligations of the holders of Executive Stock with respect to the Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the any Approved Sale, all of including without limitation executing the holders of Common Stock shall receive the same form applicable purchase agreement and amount of consideration per share of Common Stock, or if any holders of Common Stock are given an option as to the form and amount of consideration to be received, all holders granting identical indemnification rights. Each Holder shall be given the same option; and (ii) all holders of then currently exercisable rights required to acquire shares of Common Stock shall be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock make indemnification payments in connection with the any Approved Sale less only to the exercise price per share of Common Stock of such rights extent that the amount required to acquire Common Stock by (2) the number of shares of Common Stock represented by such rights.be (c) If the Company or the holders of the Company's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall at the request of the Company, appoint a "purchaser representative" (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the Company, the Company shall pay the fees of such purchaser representative. However, if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders of Executive Stock (if any) shall All Holders will bear their pro-pro rata share (based upon the number of all shares sold by each seller including the Investors and each other Executivesold) of the reasonable costs of any sale of Executive Stock Company Shares pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock selling Holders and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock any Holder on their its own behalf shall will not be considered costs of the transaction hereunder. (ed) The provisions of this paragraph 6 This Section 5 shall automatically terminate upon the completion consummation of a Qualified Public Offering.

Sale of the Company. (a) If THL elects to consummate, or to cause the Board and the holders of Company to consummate, a majority of the Company's Preferred Stock and Common Stock approve transaction constituting a Sale of the Company (by way of a sale of at least 75% of the "Approved Sale")Units held by THL in a bona fide third-party sale, THL shall notify the holders Company and the other Securityholders in writing of Executive Stock shall that election, all other Securityholders will agree to participate in, consent to and raise no objections against to the Approved proposed transaction (other than with respect to fiduciary duty claims and conflict of interest claims), and the Securityholders and the Company will take all other actions reasonably necessary or desirable to cause the consummation of such Sale of the Company on the terms proposed by THL. In connection therewith, each other Securityholder shall be required to make the same representations, warranties, covenants, indemnities and agreements as THL agrees to make in connection with the Sale of the Company (except in the case of representations and warranties pertaining specifically to, or covenants made specifically by, THL, the other Securityholders shall make comparable representations and warranties pertaining specifically to (and, as applicable, covenants by) themselves), and must agree to bear his, her or its ratable share (which shall be proportionate based on the value of Securities sold) of all liabilities to the Transferees arising out of representations, warranties and covenants (other than those representations, warranties and covenants that pertain specifically to a given Securityholder), indemnities or other agreements made in connection with the Sale of the Company. Each Securityholder will bear its, his or her pro-rata share (based on the relative amount of Securities sold) of all reasonable and customary costs of the sale of Securities pursuant to this Section 4.1(a) to the extent such costs are not otherwise paid by the acquirer. Without limiting the foregoing, (i) if the Approved proposed Sale of the Company is structured as a sale of stockassets or a merger or consolidation, or otherwise requires equityholder approval, the holders Securityholders and the Company will vote or cause to be voted all Securities that they hold or with respect to which such Securityholder has the power to direct the voting and which are entitled to vote on such transaction in favor of Executive Stock shall such transaction and will waive any appraisal rights which they may have in connection therewith and (ii) if the proposed Sale of the Company is structured as or involves a sale or redemption of Securities, the Securityholders will agree to sell their shares pro rata share of Executive Stock and surrender their stock options the Securities being sold in such Sale of the Company on the terms and conditions approved by the Board THL, and the holders of a majority of the Company's Preferred Stock and Common Stock. The holders of Executive Stock shall take all necessary and desirable actions Securityholders will execute any merger, asset purchase, security purchase, recapitalization or other sale agreement approved by THL in connection with the consummation of the Approved such Sale of the Company. (b) The obligations of the holders of Executive Stock with respect to the Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all of the holders of Common Stock shall receive the same form and amount of consideration per share of Common Stock, or if any holders of Common Stock are given an option as to the form and amount of consideration to be received, all holders shall be given the same option; and (ii) all holders of then currently exercisable rights to acquire shares of Common Stock shall be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rights. (c) If the Company or the holders of the Company's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall at the request of the Company, appoint a "purchaser representative" (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the Company, the Company shall pay the fees of such purchaser representative. However, if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders of Executive Stock (if any) shall bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executive) of the costs of any sale of Executive Stock pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock on their own behalf shall not be considered costs of the transaction hereunder. (e) The provisions of this paragraph 6 shall terminate upon the completion of a Qualified Public Offering.

Sale of the Company. (a) If In the Board and event of an Acquisition Event, the holders Recipient agrees to vote the Recipient Shares in favor of the Acquisition Event and, if the Acquisition Event is a majority sale of the Company's Preferred Stock and Common Stock approve a Sale of the Company (the "Approved Sale"), the holders of Executive Stock shall consent to and raise no objections against the Approved Sale of the Company, and if the Approved Sale of the Company is structured as a sale of ’s capital stock, the holders of Executive Stock shall will agree to sell their shares of Executive Stock and surrender their stock options his or her Recipient Shares on the terms and conditions approved by the Board and the holders of a majority of the Company's Preferred Stock and Common Stock’s Board. The holders of Executive Stock shall Recipient will not exercise any statutory dissenters’ right with regard to an Acquisition Event and will take all necessary and desirable actions in connection with the consummation of the Approved Sale of the CompanyAcquisition Event. (b) The obligations of Notwithstanding Section 6(a), the holders of Executive Stock with respect to the Approved Sale right of the Company are to consummate any Acquisition Event structured as a sale of stock is subject to the satisfaction of the following conditions: (i) conditions that upon the consummation of the Approved SaleSales Event, all of the holders of Common Stock shall Recipient will receive the same form and amount of consideration per share of Common Stockfor the Vested Shares as any other shareholder, or if any holders of Common Stock other shareholders are given an option as to the form and amount of consideration to be received, all holders shall the Recipient will be given the same option; and (ii) all holders . The Unvested Shares, if any, shall, as determined in the sole discretion of then currently exercisable rights the Company, either continue to acquire shares vest pursuant to the terms of Common Stock shall Section 2 of this Agreement, be given an opportunity to either (A) exercise such rights forfeited or become fully vested immediately prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rightsSales Event. (c) If the Company or the holders any shareholders of the Company's securities Company enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by under the Securities Exchange Commission Act may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall at Recipient will, to the request of the Companyextent required to comply with Rule 506, appoint a "purchaser representative" representative (as such term is defined in Rule 501501 under the Securities Act) reasonably acceptable to the Company. If any holder of Executive Stock the Recipient appoints a the purchaser representative designated by the Company, the Company shall will pay the fees of such purchaser representative. However, representative and if any holder of Executive Stock the Recipient declines to appoint the purchaser representative designated by the Company, such holder shall the Recipient will appoint another purchaser representative (reasonably acceptable to the Company), ) and such holder shall the Recipient will be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders of Executive Stock (if any) shall The Recipient will bear their pro-his or her pro rata share (based upon the number of all shares of Common Stock sold by each seller including the Investors and each other Executivein an Acquisition Event) of the costs of any sale of Executive Stock pursuant to an Approved Sale such Acquisition Event to the extent such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive the Recipient and the other holders of Executive Stock on their own his or her behalf shall will not be considered costs of the transaction hereundertransaction. (e) The provisions of this paragraph 6 shall terminate upon the completion of a Qualified Public Offering.

Sale of the Company. (a) If i. At any time after the Board third anniversary of the Closing Date, and before the holders consummation of a majority Purchaser Approved Offering, if a bona fide offer is made by any person (other than Purchaser, or any person or entity related to or affiliated with Purchaser), to purchase all or substantially all of the Company's Preferred Stock and Common Stock approve a Sale assets or shares of the Company (the "Approved Sale"), the holders of Executive Stock shall consent to and raise no objections against the Approved Sale stock of the Company, and if the Approved Sale of Purchaser gives the Company is structured as a sale of stockwritten notice that it desires such offer to be accepted, the holders of Executive Stock Company and its shareholders shall agree to sell their shares of Executive Stock either accept the offer and surrender their stock options consummate the sale on the terms and conditions approved of the offer, or the Company shall acquire all the equity interests owned by Purchaser in the Company on the same terms and conditions as the offer; provided, however, that if such offer is made prior to the fifth anniversary of the Closing Date, the Company shall have no such obligation unless the total consideration of such offer is at least $50,000,000. In determining the total consideration for purposes of the foregoing, any deferred payment shall be discounted to present value at a discount rate of eight percent (8%) per annum. If the total consideration set forth in the offer includes anything other than cash and/or marketable securities (the "Non-Cash Consideration") then the Company, at its option, may acquire Purchaser's equity interests for the product of (a) either (i) the Non-Cash Consideration specified or (ii) cash in the amount of the fair market value of the total consideration set forth in the offer, multiplied by (b) the percentage of all outstanding equity interests of the Company that then is owned by Purchaser. In the event Purchaser and the Company cannot agree on the fair market value of such Non-Cash consideration, such fair market value shall be as agreed by the Board parties' respective accountants, and if such accountants cannot agree within twenty (20) days of the holders date the dispute is referred to them, the dispute shall be promptly referred to arbitration pursuant to Section 13 below. The foregoing procedures are hereinafter referred to as the "Accountants' Procedures." If the offer contemplates an asset sale, the Company may acquire Purchaser's equity interests for cash equal to the product of (a) the after-tax value to the Company of the consideration set forth in the offer multiplied by (b) the percentage of all outstanding equity interests of the Company that is then owned by Purchaser. If the Company decides to acquire Purchaser's equity interests, the Company shall acquire Purchaser's equity interests for cash within ninety (90) days from the date of Purchaser's written notice. ii. At any time before the consummation of a majority Purchaser Approved Offering, if any assets or stock of the Company's Preferred Stock and Common Stock. The holders of Executive Stock shall take all necessary and desirable actions Company is sold for any reason, or if the Company is merged or consolidated, then the following payments (the "Management Shareholder Payments") to the Management Shareholders in connection with the consummation such sale, merger or consolidation shall be deemed, for purposes of this Agreement, as part of the Approved Sale of the Company. (b) The obligations of the holders of Executive Stock with respect to the Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all of the holders of Common Stock shall receive the same form and amount of consideration per share of Common Stock, or if any holders of Common Stock are given an option as to the form and amount of total consideration to be received, all holders paid for the Company so that Purchaser shall be given entitled to receive from the same option; and (ii) all holders of then currently exercisable rights Company, before any distribution to acquire shares of Common Stock shall be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) upon the consummation of the Approved Saleshareholders, receive in exchange for such rights consideration a priority distribution equal to the amount determined by multiplying product of (1) the same amount sum of (a) all payments made to a Management Shareholder in consideration per share of Common Stock received any covenant not to compete or consulting agreement, plus (b) the component of any compensation to a Management Shareholder for employment services that is in excess of the prevailing industry average compensation, paid by companies that are similar to the company that will be making the payments to the Management Shareholder, for the management responsibilities actually to be performed by the holders Management Shareholder, as such average compensation is mutually agreed between the Company, the Management Shareholder and Purchaser, or if they cannot agree, then as determined by a current survey of Common Stock in connection with total compensation conducted by a qualified representative of a nationally recognized investment banking or accounting firm mutually agreeable to the Approved Sale less Company, the exercise price per share of Common Stock of such rights to acquire Common Stock Management Shareholder, and Purchaser, multiplied by (2) the number percentage of shares of Common Stock represented all equity interests in the Company that is then owned by such rights. (c) Purchaser. The priority distribution due Purchaser under this Paragraph 2.e.ii. shall be paid on the same schedule as the Management Shareholder Payments are received by the Management Shareholder. If the Company or has insufficient funds to pay the holders portion of the Companypriority distribution that is due at the time a Management Shareholder receives a Management Shareholder Payment, the Management Shareholders receiving Management Shareholder Payments shall pay Purchaser the amount of such insufficiency pro rata in accordance with the proportionate amounts of each such Management Shareholder's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated Payments, such amount to be paid on the same schedule as the payments are received by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall at the request of the Company, appoint a "purchaser representative" (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the Company, the Company shall pay the fees of such purchaser representative. However, if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall be responsible for the fees of the purchaser representative so appointedManagement Shareholder. (d) Executive and the other holders of Executive Stock (if any) shall bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executive) of the costs of any sale of Executive Stock pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock on their own behalf shall not be considered costs of the transaction hereunder. (e) The provisions of this paragraph 6 shall terminate upon the completion of a Qualified Public Offering.

Sale of the Company. (a) If the Board and the holders of a majority of the Company's Preferred Stock and Common Stock Summit Shares then outstanding (the "Requisite Holders") approve a Sale the sale of the Company (whether by merger, consolidation, sale of all or substantially all of its assets or sale of all of the outstanding capital stock) (the "Approved Sale"), the holders of Executive Stock Stockholder Shares shall consent to and raise no objections against the Approved Sale of the CompanySale, and if the Approved Sale of the Company is structured as a sale of stock, reverse merger or other transaction having the effect of a stock sale, the holders of Executive Stock Stockholder Shares shall agree to sell all of their shares of Executive Stock and surrender their stock options Stockholder Shares on the terms and conditions approved by the Board and the holders of a majority of the Company's Preferred Stock and Common StockRequisite Holders. The holders of Executive Stock Stockholder Shares shall take all necessary and desirable actions in connection with the consummation of the Approved Sale of as requested by the Requisite Holders and the Company. (b) The obligations of the holders of Executive Stock with respect to the Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon Upon the consummation of the Approved Sale, all each Stockholder shall receive in exchange for the Stockholder Shares held by such Stockholder the same portion of the aggregate consideration from such Approved Sale that such Stockholder would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the Company's Certificate of Incorporation as in effect immediately prior to the consummation of such Approved Sale. All holders of Common Stock shall receive the same form and amount of consideration per share of Common Stock, or if any holders of Common Stock are given an option as to the form and amount of consideration to be received, all holders shall be given the same option; and (ii) all holders of Stockholder Shares representing then currently exercisable rights options or warrants to acquire shares of Common Stock shall be given an opportunity opportunity, at the Board's discretion, to either (A) exercise such rights options or warrants prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights options or warrants consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights options or warrants to acquire Common Stock by (2) the number of shares of Common Stock represented by such rightsthen currently exercisable options or warrants. (c) If the Company or the holders of the Company's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities and Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall Stockholder Shares who are not "accredited investors" (as such term is defined in Rule 501 promulgated by the Securities and Exchange Commission) will, at the request of the Company, appoint a "purchaser representative" representative (as such term is defined in Rule 501501 promulgated by the Securities and Exchange Commission) reasonably acceptable to the Company. If any such holder of Executive Stock Stockholder Shares appoints a purchaser representative designated by the Company, the Company shall will pay the fees of such purchaser representative. However, but if any holder of Executive Stock Stockholder Shares declines to appoint the purchaser representative designated by the Company, such holder shall will appoint another purchaser representative (reasonably acceptable to the Company)representative, and such holder shall will be responsible for the fees of the purchaser representative so appointed. (d) Executive and Generally, the other holders of Executive Stock (if any) Company shall bear their pro-rata share (based upon the number of pay all shares sold by each seller including the Investors and each other Executive) of the transaction costs of associated with any sale of Executive Stock pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock and Stockholder Shares. To the extent such costs are not otherwise paid by the Company prior to the distribution to the holders of Stockholder Shares of proceeds from any Approved Sale, or by the acquiring party. Costs incurred company, such costs shall be borne by Executive and each holder according to his or its pro rata share (based upon the other holders amount of Executive Stock on their own behalf shall not be considered consideration received by such holder for such Stockholder Shares in the Approved Sale) of the costs of any Approved Sale. Each holder of Stockholder Shares shall be obligated to join on a pro rata basis (based upon the transaction hereunderamount of consideration received by such holder for such Stockholder Shares in the Approved Sale) in any indemnification or other obligations that the Requisite Holders agree to provide in connection with such Approved Sale (other than any such obligations that relate specifically to a holder of Stockholder Shares such as indemnification with respect to representations and warranties given by a holder regarding such holder's title to and ownership of Stockholder Shares). (e) The provisions of this paragraph 6 shall Section 3 will terminate upon the completion earlier to occur of (i) the consummation of an IPO and (ii) the consummation of a Qualified Public OfferingSale of the Company.

Sale of the Company. (a) If the Board and Required Interest (as such term is defined in the holders of a majority of the Company's Preferred Stock and Common Stock approve LLC Agreement) approves a Sale of the Company (the "an “Approved Sale"”), the holders each holder of Executive Stock Securityholder Securities shall vote for, consent to and raise no objections against such Approved Sale. If the Approved Sale of the Company, and if the Approved Sale of the Company is structured as a (i) merger or consolidation, each holder of Securityholder Securities shall waive any dissenters’ rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of stockUnits, the holders each holder of Executive Stock Securityholder Securities shall agree to sell their shares all of Executive Stock and surrender their stock options his, her or its Securityholder Securities or rights to acquire Securityholder Securities on the terms and conditions approved by the Board and the holders of a majority the Required Interest. Each holder of the Company's Preferred Stock and Common Stock. The holders of Executive Stock Securityholder Securities shall take all necessary and or desirable actions in connection with the consummation of the Approved Sale of as requested by the Company. (b) The obligations of the holders of Executive Stock Securityholder Securities with respect to the Approved Sale of the Company are subject to the satisfaction terms of the following conditions: (i) upon the consummation of the Approved Sale, all of the holders of Common Stock shall receive the same form and amount of consideration per share of Common Stock, or if any holders of Common Stock are given an option as to the form and amount of consideration to be received, all holders shall be given the same option; and (ii) all holders of then currently exercisable rights to acquire shares of Common Stock shall be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rightsSection 5 below. (c) If either the Company or the holders of the Company's securities any class of Securityholder Securities enter into any a negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities and Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall Securityholder Securities will, at the request of the Company, appoint a "purchaser representative" representative (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock Securityholder Securities appoints a purchaser representative designated by the Company, the Company shall will pay the fees of such purchaser representative. However, but if any holder of Executive Stock Securityholder Securities declines to appoint the purchaser representative designated by the Company, Company such holder shall will appoint another purchaser representative (reasonably acceptable to the Company)representative, and such holder shall will be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders Holders of Executive Stock (if any) shall Securityholder Securities will bear their pro-pro rata share (based upon the number of all shares sold by each seller including the Investors and each other ExecutiveCommon Units to be sold) of the costs of any sale of Executive Stock such Securityholder Securities pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock Securityholder Securities and are not otherwise paid by the Company or the acquiring party. For purposes of this Section 4(d), costs incurred in exercising reasonable efforts to take all actions in connection with the consummation of an Approved Sale in accordance with Section 4(a) shall be deemed to be for the benefit of all holders of Securityholder Securities. Costs incurred by Executive and the other holders of Executive Stock Securityholder Securities on their own behalf shall will not be considered costs of the transaction hereunder. (e) The provisions of this paragraph 6 shall terminate upon the completion of a Qualified Public Offering.

Sale of the Company. (a) If the Board and the holders of a majority of the Company's shares of Class A Preferred Stock and then outstanding (or if no shares of Class A Preferred are outstanding, then a majority of the shares of Common Stock then outstanding) approve a Sale of the Company (the an "Approved Sale"), the holders each holder of Executive Common Stock shall vote for, consent to and raise no objections against such Approved Sale. If the Approved Sale of the Company, and if the Approved Sale of the Company is structured as a (i) merger or consolidation, each holder of Common Stock shall waive any dissenters' rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of stock, the holders each holder of Executive Common Stock shall agree to sell their shares all of Executive his Common Stock and surrender their stock options rights to acquire Common Stock on the terms and conditions approved by the Board and the holders of a majority of the Company's Preferred Common Stock and then outstanding. Each holder of Common Stock. The holders of Executive Stock shall take all necessary and or desirable actions in connection with the consummation of the Approved Sale of as requested by the Company, including, without limitation, executing a sale contract pursuant to which each holder of Common Stock will severally (and not jointly) make the same representations, warranties and indemnities regarding the Company and its business. Each holder of Common Stock will also be responsible for paying a pro rata share of all fees and expenses incurred in connection with the Approved Sale. (b) The obligations of the holders of Executive Common Stock with respect to the Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all of the holders each holder of Common Stock shall receive the same form of consideration and the same amount of consideration per share of Common Stock, or consideration; (ii) if any holders of a class of Common Stock are given an option as to the form and amount of consideration to be received, all holders each holder of such class of Common Stock shall be given the same option; and (iiiii) all holders each holder of then currently exercisable rights to acquire shares of a class of Common Stock shall be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of such class of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of a class of Common Stock received by the holders of such class of Common Stock in connection with the Approved Sale less the exercise price per share of such class of Common Stock of such rights to acquire such class of Common Stock by (2) the number of shares of such class of Common Stock represented by such rights. (c) If the Company or the holders of the Company's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall at the request of the Company, appoint a "purchaser representative" (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the Company, the Company shall pay the fees of such purchaser representative. However, if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders of Executive Stock (if any) shall bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executive) of the costs of any sale of Executive Stock pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock on their own behalf shall not be considered costs of the transaction hereunder. (e) The provisions of this paragraph 6 shall terminate upon the completion of a Qualified Public Offering.

Sale of the Company. (a) If the Board and the holders of a majority of the Company's Preferred Stock and Common Stock approve a Sale of Subject to Section 2.2(b), so long as the Company (has not consummated a Public Offering, in the "event of, and in connection with, an Approved Sale"), the holders of Executive Stock shall (i) each Investor and Permitted Transferee will consent to to, vote for and raise no objections against against, and waive dissenters and appraisal rights (if any) with respect to, the Approved Sale of the CompanySale, and (ii) if the Approved Sale of the Company is structured as a sale of stock, the holders of Executive Stock shall each Investor and Permitted Transferee will agree to sell their shares and will be permitted to sell all or a pro rata portion of Executive such Investor’s or Permitted Transferee’s Common Stock and surrender their stock options and/or Preferred Stock on the terms and conditions approved by the Board Required Holder (if there is one), and (iii) if the holders Approved Sale includes the sale, exchange, redemption, cancellation or other disposition of a majority securities convertible into or exchangeable for capital stock of the Company's Preferred Stock , or options, warrants or other rights to purchase such capital stock or securities, each Investor or Permitted Transferee will sell, exchange, redeem, agree to cancel or otherwise dispose of such securities or options, warrants or other rights on the terms and Common Stockconditions approved by the Required Holder (if there is one). The holders of Executive Stock shall Each Investor and Permitted Transferee will take all reasonably necessary and desirable actions in connection with the consummation of the Approved Sale, including, without limitation, executing the applicable purchase agreement; provided that no Investor or Permitted Transferee shall be required to agree to share in any indemnification obligation in connection with the Approved Sale other than individually and ratably (and not jointly and severally), on a pro rata basis (based on the proportion of the total consideration received by all Investors, Permitted Transferees and other investors in the equity securities of the Company); provided, further that no Investor or Permitted Transferee shall be required to share in any indemnification obligations relating to a breach of a representation, warranty or covenant relating solely to another Investor or Permitted Transferee or such Investor’s or Permitted Transferee’s Securities such as with respect to title to or ownership of Securities (such obligations to be borne solely by such other Investor or Permitted Transferee); and provided, further that no Investor or Permitted Transferee shall be required to agree to any indemnification obligation in which the maximum potential indemnification obligation exceeds the proceeds that such Investor or Permitted Transferee would receive in such transaction in consideration for their shares of the equity securities of the Company. Each Investor and Permitted Transferee required to make indemnification payments in connection with any Approved Sale shall have a right to recover from the other Investors and Permitted Transferees to the extent that the amount required to be paid by such Investor or Permitted Transferee was disproportionate to the proportion of the total consideration received by all Investors and Permitted Transferees, compared to the consideration actually received by such Investor or Permitted Transferee. (b) The obligations of each of the holders of Executive Stock Investors and Permitted Transferees with respect to the an Approved Sale of the Company are subject to the satisfaction of the following conditionsconditions that: (i) upon the consummation of the Approved Sale, all of the holders of Investors and Permitted Transferees holding Common Stock shall will receive the same form and amount of consideration per share of Common Stock, or if any holders holder of Common Stock are is given an option as to the form and amount of consideration to be receivedreceived in respect of Common Stock, all holders shall Investors and Permitted Transferees holding Common Stock will be given the same option; and , (ii) all holders of then currently exercisable rights to acquire shares of Common Stock shall be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, all of the Investors and Permitted Transferees holding Preferred Stock will receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same form and amount of consideration per share of Common Preferred Stock (it being understood, however, that the amount of consideration per share of Preferred Stock may vary to reflect the accrued and unpaid dividends thereon, to the extent different shares of Preferred Stock have been outstanding for different periods of time), or if any holder of Preferred Stock is given an option as to the form or amount of consideration to be received by in respect of Preferred Stock, all Investors and Permitted Transferees holding Preferred Stock will be given the holders same option, (iii) in the case of Common Stock a holder of any securities referred to in clause (iii) of paragraph (a) above, (A) (I) in the event such Securities are vested and exercisable, the holder shall receive in such Approved Sale, unless otherwise provided in the terms of any agreement or instrument governing or evidencing such security, either (x) the same securities or other property that such holder would have received if such holder had converted, exchanged or exercised such security immediately prior to such Approved Sale (after taking into account the conversion, exchange or exercise price applying to such Security and any applicable tax obligations of the holder in connection with such conversion, exchange or exercise) or (y) a security convertible or exchangeable for, or option, warrant or right to purchase, capital stock or other securities of a successor entity having substantially equivalent value, or (II) in the case where such securities are not vested or exercisable, unless otherwise provided in the terms of any agreement or instrument governing or evidencing such security, such securities shall be cancelled, or (B) such securities shall remain outstanding following such Approved Sale and (iv) all of the Investors and Permitted Transferees shall be subject to the same economic and material non-economic terms and conditions with respect to the sale of their Securities in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rightsSale. (c) If the Company Each Investor and Permitted Transferee acknowledges that its, his or the holders of the Company's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall at the request of the Company, appoint a "purchaser representative" (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the Company, the Company shall pay the fees of such purchaser representative. However, if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders of Executive Stock (if any) shall bear their pro-her pro rata share (based upon the number of all shares sold of Common Stock owned (or acquirable pursuant to options, warrants or other rights to purchase Common Stock, or securities convertible into or exchangeable for Common Stock) by each seller including the Investors and each other Executivesuch holder) of the costs aggregate proceeds of any sale of Executive Stock pursuant to an Approved Sale to may be reduced by their pro rata share (based on the extent such costs are incurred for proportion of the benefit of total consideration received by all holders of Common Stock Investors and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock on their own behalf shall not be considered costs Permitted Transferees) of the transaction hereunderexpenses related to such Approved Sale. (e) The provisions of this paragraph 6 shall terminate upon the completion of a Qualified Public Offering.

Sale of the Company. (a) If In the Board event that an Approved Sale is proposed (a "Proposed Sale"): (i) The Company shall provide a written notice (the "Approved Sale Notice") of such Proposed Sale to each holder of Investor Stock not later than the twentieth (20th) Business Day prior to the consummation of the Proposed Sale. The Approved Sale Notice shall contain written notice of the Proposed Sale, setting forth the consideration per share to be paid by the third party or parties (the "Approved Sale Share Price") and the other material terms and conditions of the Proposed Sale. Subject to Section 4(e), within fifteen (15) Business Days following the date the Approved Sale Notice is given, each holder of Investor Stock shall deliver to the Company (A) the certificate or certificates or other documents evidencing all Investor Stock owned or held by such Person duly endorsed in blank or accompanied by written instruments of Transfer in form satisfactory to the Company, executed by such Person, and (B) a special irrevocable power-of-attorney authorizing the Company, on behalf of such Person, to sell or otherwise dispose of such Investor Stock pursuant to this Section 4 and to take all such actions as shall be necessary or appropriate on behalf of all of the Stockholders in order to consummate such sale or disposition in accordance with the terms and conditions contained in the Approved Sale Notice. (ii) Within two (2) Business Days after the consummation of the Approved Sale, the Company shall remit to each holder of Investor Stock the aggregate sales price of the Investor Stock of such Person sold pursuant thereto (less a pro rata portion of the out-of-pocket expenses (including, without limitation, reasonable legal expenses) incurred by the Company in connection with such sale). (iii) If, at the end of the one hundred and twenty (120) day period following the giving of the Approved Sale Notice, the Company shall not have completed the Proposed Sale, the Company shall return to each holder of Investor Stock all certificates or other documents evidencing the Investor Stock that such Person delivered for sale pursuant to this Section 4 and such Person's related power-of-attorney. (iv) Except as expressly provided in this Section 4, the Company shall have no obligation to any holder of Investor Stock with respect to the sale of any Investor Stock owned by such Person in connection with this Section 4. Anything herein to the contrary notwithstanding, neither the Company nor the holders of a majority Cornerstone Stockholder Shares shall have any obligation to any holder of Investor Stock to sell or otherwise dispose of the Company's Preferred Investor Stock and Common Stock approve of any Person pursuant to this Section 4 or as a result of any decision by the Company or the holders of Cornerstone Stockholder Shares, as applicable, not to accept or consummate any Proposed Sale of the Company or securities of the Company (it being understood that any and all such decisions shall be made by the "Approved Sale"), Company or the holders of Executive Cornerstone Stockholder Shares, as applicable, in such Person's sole discretion). No holder of Investor Stock shall be entitled to make any sale of Investor Stock directly to any third party pursuant to an Approved Sale (it being understood that all such sales shall be made only on the terms and pursuant to the procedures set forth in this Section 4). (b) In the event of an Approved Sale, each holder of Investor Stock will (i) consent to and raise no objections against the Approved Sale of or the Company, and if process pursuant to which the Approved Sale was arranged and (ii) waive any dissenter's rights and other similar rights. Each holder of the Company is structured as a sale of stock, the holders of Executive Investor Stock shall agree to sell their shares of Executive Stock and surrender their stock options on the terms and conditions approved by the Board and the holders of a majority of the Company's Preferred Stock and Common Stock. The holders of Executive Stock shall will take all necessary and desirable actions as directed by the Board and the Approving Stockholders in connection with the consummation of the Approved Sale of the Company. (b) The obligations of the holders of Executive Stock with respect to the Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the any Approved Sale, all of including without limitation executing the holders of Common Stock shall receive the same form applicable purchase agreement and amount of consideration per share of Common Stockgranting identical indemnification rights; provided, or if that any holders of Common Stock are given an option as to the form and amount of consideration indemnification payment required to be receivedmade by each Investor hereunder shall not exceed, all holders shall be given either individually or in the same option; and (ii) all holders of then currently exercisable rights to acquire shares of Common Stock shall be given an opportunity to either (A) exercise such rights prior to aggregate, the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights total consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock such Investor in connection with the consummation of any Approved Sale. Each holder of Investor Stock shall be required to make indemnification payments in connection with any Approved Sale less only to the exercise price per share of Common Stock of such rights extent that the amount required to acquire Common Stock by (2) the number of shares of Common Stock represented be paid by such rightsholder of Investor Stock is proportionate to the proportion of the total consideration received by all holders of Stockholder Shares, compared to the consideration actually received by such holder of Investor Stock; provided, that any indemnification payment required to be made by each Investor hereunder shall not exceed, either individually or in the aggregate, the total consideration received by such Investor in connection with the consummation of any Approved Sale. (c) If the Company or the All holders of the Company's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Investor Stock shall at the request of the Company, appoint a "purchaser representative" (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the Company, the Company shall pay the fees of such purchaser representative. However, if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders of Executive Stock (if any) shall will bear their pro-pro rata share (based upon the number of all shares sold by each seller including the Investors and each other Executivesold) of the reasonable out-of-pocket costs of any sale of Executive Stock Company Shares pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all selling holders of Common Stock Stockholder Shares and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders any holder of Executive Investor Stock on their its own behalf shall will not be considered costs of the transaction hereunder. (d) This Section 4 shall terminate automatically upon the consummation of an Initial Public Offering. (e) The provisions of this paragraph 6 Section 4 shall terminate upon the completion of a Qualified Public Offeringnot be applicable to any Investor who exercises his put rights under Section 9 hereof in connection with such Approved Sale.

Sale of the Company. (a) If If, at any time, OEP or the Board concludes that it will solicit a Sale of the Company with any Independent Third Party or group of Independent Third Parties, one or more OEP Directors will consult with one or more Management Directors about plans for such a solicitation and the Management Directors, on behalf of one or more Investors, shall be permitted to submit proposals relating to a proposed Sale of the Company transaction, which proposal shall indicate the proposed purchase price and other material terms of such transaction, for consideration by OEP or the Board. (b) If, at any time, the Board and the holders of a majority of the Company's Preferred Stock and Common Stock Requisite Majority approve a Sale of the Company (the "Approved Sale")to any Independent Third Party or group of Independent Third Parties, the holders of Executive Stock each Stockholder shall vote for, consent to and raise no objections against the Approved such Sale of the Company; PROVIDED that such transaction complies with the terms of this Agreement, including SECTIONS 3(b) and if 3(c) hereof. If the Approved Sale of the Company is structured as a (i) merger or consolidation, each Stockholder shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of stock, the holders each holder of Executive Stock Stockholder Shares shall agree to sell their all of his, her or its shares of Executive Stock such stock and surrender their rights to acquire shares of such stock options on the terms and conditions approved by the Board and the holders Requisite Majority. Each holder of a majority of the Company's Preferred Stock and Common Stock. The holders of Executive Stock Stockholder Shares shall take all necessary and or desirable actions in connection with the consummation of the Approved Sale of the Company as reasonably requested by the Company. (bc) The obligations of the holders of Executive Stock Stockholders with respect to the Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all Sale of the holders of Common Stock Company, each Stockholder shall receive the same form of consideration and the same amount of consideration per share of Common Stock, or each class of Stockholder Shares as set forth in SECTION 4 below; (ii) if any holders of Common Stock a class of Stockholder Shares are given an option as to the form and amount of consideration to be received, all holders each holder of such class of Stockholder Shares shall be given the same option; (iii) no holder of Stockholder Shares shall receive any payments, rights or other benefits not received by all other holders of the class of Stockholder Shares held by such holder, except to the extent that such payments, rights or benefits are provided to such holder otherwise than in its capacity as a holder of Stockholder Shares and are on terms no more favorable than would be given to an unrelated third party in an arm's-length transaction; and (iiiv) all holders each holder of then currently exercisable rights to acquire shares of Common Stock a class of Stockholder Shares shall be given an opportunity opportunity, at such holder's election, to either (A) exercise such rights prior to the consummation of the Approved Sale of the Company and participate in such sale as holders of Common Stock such class of Stockholder Shares or (B) upon the consummation of the Approved SaleSale of the Company, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock such class of Stockholder Shares in connection with the Approved Sale of the Company less the exercise price per share of Common Stock such class of Stockholder Shares of such rights to acquire Common Stock such class of Stockholder Shares by (2) the number of shares of Common Stock represented by such class of Stockholder Shares issuable upon the exercise of such rights. (cd) If Notwithstanding anything herein to the contrary, in connection with a Sale of the Company or the holders (i) each Stockholder will only be required to make representations and warranties as to due organization, good standing, due power and authority, execution, delivery and performance of required documents, non-contravention and ownership of stock (free and clear of all liens), and (ii) each Stockholder shall be severally (and not jointly and severally) obligated to join on a PRO RATA basis (based on its share of the Company's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available aggregate proceeds paid with respect to its interest) in any indemnification obligation the other Stockholders have agreed to in connection with such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall at the request Sale of the CompanyCompany other than any such obligation that relates specifically to a particular Stockholder, appoint such as indemnification with respect to representations and warranties given by a "purchaser representative" (Stockholder regarding such Stockholder's title to and ownership of stock; PROVIDED HOWEVER, that no Stockholder shall be obligated in connection with such sale to indemnify the prospective transferee or its Affiliates with respect to an amount in excess of the net cash proceeds paid to any such Stockholder, as applicable, in connection with such term is defined in Rule 501) reasonably acceptable to the Company. If any holder Sale of Executive Stock appoints a purchaser representative designated by the Company, the Company shall pay the fees of such purchaser representative. However, if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders of Executive Stock (if any) shall bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executive) of the costs of any sale of Executive Stock pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock on their own behalf shall not be considered costs of the transaction hereunder. (e) The provisions of this paragraph 6 shall terminate upon the completion than as a result of a Qualified Public Offeringbreach of its representations and warranties described in clause (i) above, as to which no limitation shall apply).

Sale of the Company. (a) If the Board of Directors of the Company and the holders of a majority of the Company's Preferred Stock and shares of Common Stock (voting as a single class) then outstanding approve a Sale of the Company (the an "Approved Sale"), the holders each holder of Executive Stock ------------- Warrants and Warrant Shares shall vote for, consent to and raise no objections against such Approved Sale. If the Approved Sale of the Company, and if the Approved Sale of the Company is structured as a (i) merger or consolidation, each holder of Warrant Shares shall waive any dissenters' rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of stock, the holders each holder of Executive Stock Warrant Shares shall agree to sell their shares all of Executive Stock his Warrant Shares and surrender their stock options rights to acquire Warrant Shares on the terms and conditions approved by the Board and the holders of a majority of the Company's Preferred Common Stock (voting as a single class) then outstanding. Each holder of Warrants and Common Stock. The holders of Executive Stock Warrant Shares shall take all necessary and or desirable actions in connection with the consummation of the Approved Sale of as requested by the Company. (b) The obligations of the holders of Executive Stock Warrants and Warrant Shares with respect to the Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all of the holders each holder of Common Stock participating in such sale shall receive the same form of consideration and the same amount of consideration per share of Common Stock, or share; (ii) if any holders of a class of Common Stock are given an option as to the form and amount of consideration to be received, all holders each holder of such class of Common Stock shall be given the same option; and (iiiii) all holders each holder of then currently exercisable rights to acquire shares of a class of Common Stock under this Warrant shall be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of such class of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of a class of Common Stock received by the holders of such class of Common Stock in connection with the Approved Sale less the exercise price per share of such class of Common Stock of such rights to acquire such class of Common Stock by (2) the number of shares of such class of Common Stock represented by such rights. (c) If the Company or the holders of the Company's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall at the request of the Company, appoint a "purchaser representative" (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the Company, the Company shall pay the fees of such purchaser representative. However, if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders of Executive Stock (if any) shall bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executive) of the costs of any sale of Executive Stock pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock on their own behalf shall not be considered costs of the transaction hereunder. (e) The provisions of this paragraph 6 shall terminate upon the completion of a Qualified Public Offering.

Sale of the Company. (a) If After the Board fifth anniversary of the date hereof, either of (i) the Funds acting unanimously or (ii) Faltis and Sparks acting unanimously, (a "Triggering Group") may compel all Stockholders to participate in the holders sale of all of the outstanding Common Stock to a majority buyer or buyers that is not an Affiliate or are not Affiliates of the Company or any of the Stockholders (a "Third Party Purchaser") in accordance with the provisions of this Section 5.1 (a "Sale of the Company"); provided that all shares of Common Stock will be sold to such buyer or buyers at an identical price and on identical terms. Pursuant to the terms of the Company's Class A and B Preferred Stock, concurrently with such sale of all of the Common Stock, the Company shall be required to redeem all of the outstanding shares of the Company's Class A and Class B Preferred Stock at the redemption value of such preferred stock, plus accrued and unpaid dividends (if any) or alternatively, the Third Party Purchaser shall purchase all of the outstanding shares of the Company's Class A and Class B Preferred Stock at the redemption value of such preferred stock plus accrued and unpaid dividends (if any). No Common Stock approve will be sold pursuant to this Article 5 unless (1) the Company concurrently redeems such Class A and Class B Preferred Stock respectively or (2) the Third Party Purchaser concurrently purchases such Class A and Class B Preferred Stock. The provisions of this Section 5.1 can also be triggered as provided in Section 4.1(d) and 4.1(e)(ii). (b) A Triggering Group may require that the Company and the other Stockholders pursue a Sale of the Company by providing written notice of such action to the Company and all other Stockholders (the a "Approved SaleCompany Sale Notice"). Following receipt of a Company Sale Notice, the holders of Executive Stock Company and all Stockholders shall consent to and raise no objections against the Approved Sale of the Company, and if the Approved cooperate in good faith in connection with such Sale of the Company is structured as a sale of stock, and use their best efforts to assist in maximizing the holders of Executive Stock shall agree to sell their shares of Executive Stock and surrender their stock options on the terms and conditions approved by the Board and the holders of a majority of the Company's Preferred Stock and Common Stock. The holders of Executive Stock shall take all necessary and desirable actions in connection with the consummation of the Approved Sale of the Company. (b) The obligations of the holders of Executive Stock with respect to the Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all of the holders of Common Stock shall receive the same form and amount of consideration per share of Common Stock, or if any holders of Common Stock are given an option as to the form and amount of consideration to be received, all holders shall be given the same option; and (ii) all holders of then currently exercisable rights to acquire shares of Common Stock shall be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders Stockholders in such Sale of the Company. Promptly (and in any event within 30 days) after receipt of such notice, the Company will retain a nationally recognized investment banking firm with no material relationship to the Company or any Stockholder to assist in such Sale of the Company (the "Auction Bank"). The Auction Bank will then conduct an auction in a commercially reasonable fashion among potential Third Party Purchasers identified -29- 35 by the Auction Bank, the Company and the Stockholders, and will be instructed to obtain definitive bids for the Company as soon as practical (and in any event within 180 days after it is retained by the Company), which bids will be required to be for all of the outstanding Common Stock in connection with and for consideration consisting entirely of cash. Following the Approved conclusion of the auction, the Company and the Stockholders will use their reasonable best efforts to negotiate a Sale less of the exercise Company at the highest cash price per share of Common Stock that was offered (and to the party that made such offer) unless the Board of Directors, by the affirmative vote of at least five Directors determines that another offer (an "Alternative Offer") is in the best interests of the Stockholders, in which case the Company and the Stockholders will use their reasonable best efforts to negotiate a Sale of the Company to the party making the Alternative Offer at the price specified in such Alternative Offer. Each Stockholder shall sell to such Third Party Purchaser all Common Stock then held by such Stockholder on the terms and conditions contained in the definitive agreements negotiated with such Third Party Purchaser, and such purchase and sale shall be effected within 90 days following identification of such rights Third Party Purchaser by the Auction Bank, provided that the consummation of such purchase and sale with respect to acquire Common Stock all Stockholders shall be delayed to the extent necessary to comply with any regulatory filings or other regulatory requirements applicable to the sale by (2) the number of shares of Common Stock represented by such rightsany Stockholder. (c) If No sale of Common Stock may be triggered under this Section 5.1 unless the Company or the holders purchaser has agreed to purchase all of the Company's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall at the request of the Company, appoint a "purchaser representative" (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the Company, the Company shall pay the fees of such purchaser representative. However, if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders of Executive Stock (if any) shall bear their pro-rata share (based upon the number of all outstanding shares sold by each seller including the Investors and each other Executive) of the costs of any sale of Executive Stock pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders no Stockholder shall be required to sell less than all of Executive Stock on their own behalf shall not be considered costs such Stockholder's shares of the transaction hereunderCommon Stock. (e) The provisions of this paragraph 6 shall terminate upon the completion of a Qualified Public Offering.

Sale of the Company. (a) If a Capital Event that involves the Board and the holders sale of a majority all or substantially all of the Company's Preferred Stock and Common Stock approve a Sale of the Company Units (the whether by merger, recapitalization, consolidation, reorganization, conversion, combination or otherwise) to any third party (any such sale constituting an "Approved Sale")) is approved by each of the Independent Manager and all votes of the Series B Manager(s) appointed to the Board, the each Member (including holders of Executive Stock Series A, C and D Units) shall consent to and raise no objections against such Approved Sale. (b) Notwithstanding anything to the contrary in this Limited Liability Company Agreement, in connection with an Approved Sale involving a transfer of Members' Units, each Member shall receive the Companyidentical form of consideration and the identical portion of aggregate consideration that such Member would have received, if such aggregate consideration had been received directly by the Company and then distributed to the Members in complete liquidation pursuant to Section 8.2 of this Limited Liability Company Agreement. (c) In connection with any such Approved Sale, (i) if the Approved Sale of the Company is structured as (A) a merger or consolidation, each Member shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation, or (B) a sale of stockUnits, the holders of Executive Stock each Member shall agree to sell their shares all of Executive Stock his Units and surrender their stock options rights to acquire Units on the terms and conditions approved by the Board and the holders of a majority of the Company's Preferred Stock and Common Stock. The holders of Executive Stock so approved, (ii) each Member shall take all necessary and or desirable actions in connection with the consummation of the Approved Sale reasonably requested by the Company; and (iii) each Member shall be obligated to join on a pro rata basis (based on the share of the Companyaggregate proceeds paid in such Approved Sale) in any indemnification or other obligations that the Company agrees to provide in connection with such Approved Sale other than any such obligations that relate specifically to a particular Member such as indemnification with respect to representations and warranties given by a Member regarding such Member's title to and ownership of Units; provided that no Member shall be obligated in connection with such Approved Sale to agree to indemnify or hold harmless the prospective transferee(s) with respect to an amount in excess of the net cash proceeds paid to such Member in connection with such Approved Sale. (bd) The obligations of the holders of Executive Stock Members with respect to the an Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all of the holders of Common Stock shall receive the same form and amount of consideration per share of Common Stock, or if any holders of Common Stock are Member is given an option as to the form and amount of consideration to be received, all holders each Member shall be given the same option; and (ii) all holders each holder of then currently exercisable rights to acquire shares of Common Stock Units shall be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rightsa Member. (ce) If the Company or the holders of the Company's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall at the request of the Company, appoint a "purchaser representative" (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the Company, the Company shall pay the fees of such purchaser representative. However, if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders of Executive Stock (if any) Members shall bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executive) of the costs of any sale of Executive Stock Units pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock Members and are not otherwise paid by the Company or the acquiring party. Costs For purposes of this Section 5.6(d), costs incurred by Executive and in exercising reasonable efforts to take all necessary actions in connection with the other holders consummation of Executive Stock on their own behalf an Approved Sale in accordance with Section 5.6(a) shall not be considered costs deemed to be for the benefit of the transaction hereunderall Members. (ef) The provisions of this paragraph 6 Section 5.6 shall terminate and cease to have effect upon the completion first sale of the Company's equity securities to the public pursuant to a Qualified Public Offeringregistration statement filed with, and declared effective by, the Securities and Exchange Commission.

Sale of the Company. (a) If the Board and the holders of a majority of the Company's Preferred Stock and Common Stock Investor Shares approve a Sale of the Company (the "Approved Sale"), the all holders of Executive Stock shall Stockholder Shares will consent to and raise no objections against not impede such Approved Sale. If the Approved Sale of the Company, and if the Approved Sale of the Company is structured as a (i) merger or consolidation, each holder of Stockholder Shares shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of stock, the holders each holder of Executive Stock shall Stockholder Shares will agree to sell their shares all of Executive Stock and surrender their stock options his or its Stockholder Shares on the terms and conditions approved by the Board and the holders of a majority of the Company's Preferred Stock and Common StockInvestor Shares. The holders In furtherance of Executive Stock shall the foregoing, (A) each holder of Stockholder Shares will take all necessary and or desirable actions reasonably requested by the Board in connection with the consummation of the Approved Sale of the CompanyCompany and (B) each holder of Stockholder Shares will make the same representations, warranties and indemnities regarding the Company and its business (the "Company Reps"). In the event the proceeds to the holders of Stockholder Shares as a group are reduced (a "Loss") due to a claim under the Company Reps by the purchaser or purchasers in such Approved Sale, each holder of Stockholder Shares will be liable for a pro rata portion of such Loss (based upon the net amount of proceeds received by the holders of Stockholder Shares in connection with such Approved Sale), up to a maximum equal to the net amount of proceeds received by such holder of Stockholder Shares in connection with such Approved Sale. (b) The obligations of the holders of Executive Stock Stockholder Shares with respect to the Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all each holder of each class of Stockholder Shares shall receive in exchange for the Stockholder Shares of such class held by such Person the same portion of the holders aggregate consideration from such Approved Sale that such Stockholder would have received if such consideration had been distributed by the Company in a complete liquidation pursuant to the rights and preferences set forth in the Company's certificate of Common Stock shall receive the same form and amount of consideration per share of Common Stock, or incorporation as in effect immediately prior to such Approved Sale; (ii) if any holders of Common Stock any class of Stockholder Shares are given an option as to the form and amount of consideration to be received, all holders shall of such class will be given the same option; (iii) with respect to any consideration (the "Additional Consideration") to be paid to any Stockholder and/or any of its Affiliates with respect to, arising out of, or in connection with the Approved Sale which is in addition to the consideration paid to such Person as payment for, or distribution on, his or its Stockholder Shares (including, without limitation, consulting fees, management fees, noncompetition payments and transition service fees, but not including bona fide employee wages and similar bona fide payments), each holder of Stockholder Shares shall receive a portion of such Additional Consideration equal to the amount that such Stockholder would have received if such Additional Consideration had been distributed by the Company in a complete liquidation pursuant to the rights and preferences set forth in the Company's certificate of incorporation as in effect immediately prior to such Approved Sale; and (iiiv) all holders each holder of then currently exercisable rights to acquire shares of Common Stock shall any class of Stockholder Shares (including the Vested Options) will be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) upon the consummation such class of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rightsStockholder Shares. (c) If the Company or the holders of the Company's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall Stockholder Shares will, at the request of the Company, appoint a "purchaser representative" representative (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock Stockholder Shares appoints a purchaser representative designated by the Company, the Company shall will pay the fees of such purchaser representative. However, but if any holder of Executive Stock Stockholder Shares declines to appoint the purchaser representative designated by the Company, Company such holder shall will appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall will be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders of Executive Stock (if any) shall bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executive) of The Company will pay the costs of any sale of Executive Stock Stockholder Shares pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock Stockholder Shares and are not otherwise paid by the Company or the acquiring party, including the reasonable fees and disbursements of one counsel chosen by the holders of a majority of the Stockholder Shares. Costs incurred by Executive and the other holders any holder of Executive Stock Stockholder Shares on their its own behalf shall will not be considered costs of the transaction hereunder. (e) The provisions of this paragraph 6 shall Section 3 will terminate upon the completion of a Qualified Public OfferingOffering or a Sale of the Company.

Sale of the Company. (a) If Each of the Board and parties to this Agreement acknowledges that, at the holders time of a majority sale by a Management Investor and/or his Permitted Transferees of shares of AP Common Stock pursuant to Section 3 or 4 of this Agreement, there may be proposed or pending a transaction or series of transactions involving the sale of 50% or more of the outstanding shares of AP Common Stock (either to an entity, person or group of persons acting in concert or pursuant to a public offering registered under the Securities Act) or the redemption or repurchase of all the shares of AP Common Stock in connection with a sale of all or substantially all the assets of AP, or the winding up, dissolution or liquidation of AP (any such transaction or series of transactions being hereinafter referred to as a "Sale of the Company's Preferred Stock "), and that AP may have valid business reasons not to, and in any event may not be required to, disclose any such proposed or pending Sale of the Company to such Management Investor and/or his Permitted Transferees at the time of any such sale. (b) If, within 270 days from the date of a sale of shares of AP Common Stock approve to AP by a Management Investor and/or his Permitted Transferees pursuant to Section 3 or 4, other than such a sale from a Management Investor whose employment was terminated for Cause or who voluntarily re- - 45 - 50 signed without Good Reason, a transaction involving a Sale of the Company (is effected then AP and/or the "Approved Sale"), the holders purchaser of Executive such shares of AP Common Stock shall consent pay to and raise no objections against such Management Investor and/or his Permitted Transferees the Approved excess, if any, of the amount per share realized by AP's stockholders (other than DNC) upon such Sale of the Company over the purchase price per share paid by AP to such Management Investor and/or his Permitted Transferees pursuant to Section 3 or 4, less the interest paid on any Notes paid as consideration for such shares for the period from the date of purchase pursuant to Section 3 or 4 to the date of such Sale of the Company, and if the Approved Sale of the Company is structured as a sale of stock, the holders of Executive Stock shall agree to sell their shares of Executive Stock and surrender their stock options on the terms and conditions approved for each share purchased by the Board and the holders of a majority of the Company's Preferred Stock and Common Stock. The holders of Executive Stock shall take all necessary and desirable actions in connection with the consummation of the Approved Sale of the Company. (b) The obligations of the holders of Executive Stock with respect to the Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all of the holders of Common Stock shall receive the same form and amount of consideration per share of Common Stock, or if any holders of Common Stock are given an option as to the form and amount of consideration to be received, all holders shall be given the same option; and (ii) all holders of then currently exercisable rights to acquire shares of Common Stock shall be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rights. (c) If the Company or the holders of the Company's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall at the request of the Company, appoint a "purchaser representative" (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the Company, the Company shall pay the fees of such purchaser representative. However, if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders of Executive Stock (if any) shall bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executive) of the costs of any sale of Executive Stock AP pursuant to an Approved Sale to the extent Section 3 or 4 from such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock on their own behalf shall not be considered costs of the transaction hereunderManagement Investor and/or such Permitted Transferees. (e) The provisions of this paragraph 6 shall terminate upon the completion of a Qualified Public Offering.

Sale of the Company. (a) If Upon and subject to the Board and the holders occurrence of a majority Sale Event, the vesting of each tranche of Shares listed above in Section 1 under the definition of Restricted Shares shall accelerate by one year. Subject to the foregoing,: (i) if the Sale Event involves an exchange of stock of the Company solely for stock of the acquiror, whether by merger, consolidation or otherwise, regardless of the form thereof (or if the Stock remains outstanding after such Sale Event), all stock received in exchange for Restricted Shares in such exchange by the Grantee or any Permitted Transferee (or any Restricted Shares remaining outstanding, as applicable) shall be (or remain, as applicable) outstanding subject to the provisions of this Agreement; provided however, in the event of a Termination Event after such Sale Event which is by the Company without Cause or by the Grantee for Good Reason, the Restricted Shares then held by the Grantee or any Permitted Transferees shall thereupon be deemed fully vested. (ii) if the Sale Event involves a sale of the Company's Preferred Stock and Common Stock approve a Sale ’s stock or assets solely for consideration other than stock of the Company (the "Approved Sale"), the holders of Executive Stock shall consent to and raise no objections against the Approved Sale of the Companyacquiror, and if the Approved Sale of Grantee agrees in writing to the Company is structured as a sale of stockrestrictions set forth in the following sentence, the holders of Executive Stock shall agree to sell their shares of Executive Stock and surrender their stock options on the terms and conditions approved all Restricted Shares held by the Board and the holders Grantee or any Permitted Transferee shall be deemed fully vested as of a majority of the Company's Preferred Stock and Common Stock. The holders of Executive Stock shall take all necessary and desirable actions in connection with the consummation of the Approved Sale Event. The proceeds resulting from such Sale Event attributable to the Restricted Shares vested under the preceding sentence (the “Acceleration Proceeds”) shall be paid or delivered to the Grantee as follows: (A) if there shall not occur a Termination Event prior to the next date on which all or any portion of the Company. Restricted Shares would have vested pursuant to the terms of this Agreement without regard to the provisions of this Section 3(d)(ii) (b) The obligations such date and each such date thereafter, a “Vesting Date”), that portion of the holders Acceleration Proceeds that is attributable to Restricted Shares that would have vested on such Vesting Date shall be paid or delivered to the Grantee on such Vesting Date, (B) if there shall occur a Termination Event after such Sale Event which is by the Company without Cause or by the Grantee for Good Reason, any remaining portion of Executive Stock the Acceleration Proceeds shall be paid or delivered to the Grantee within ten (10) days of such Termination Event and (C) if there shall occur a Termination Event by the Company for Cause, by the Grantee without Good Reason or by reason of death or disability (as defined in Section 422(c) of the Code), no additional Acceleration Proceeds shall paid or delivered the Grantee after the date of such Termination Event. If the Grantee does not agree in writing to the restrictions in the preceding sentence, the Sale Event shall have the same effect as a Termination Event with respect to the Approved Restricted Shares then held by the Grantee. (iii) if the Sale Event involves partly (A) cash or consideration other than stock and (B) stock consideration, the provisions of the Company are subject to the satisfaction of the following conditions: subparagraphs (i) upon the consummation of the Approved Sale, all of the holders of Common Stock shall receive the same form and amount of consideration per share of Common Stock, or if any holders of Common Stock are given an option as to the form and amount of consideration to be received, all holders shall be given the same option; and (ii) all holders of then currently exercisable rights to acquire shares of Common Stock above shall be given an opportunity to either (A) exercise such rights prior applied on a pro rata basis in proportion to the consummation of consideration offered in the Approved Sale and participate Event. The Company shall have the right, exercisable in such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock its discretion in connection with the Approved any Sale less the exercise price per share of Common Stock of such rights Event or otherwise, to acquire Common Stock by (2) the number of shares of Common Stock represented by such rightsaccelerate vesting. (c) If the Company or the holders of the Company's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall at the request of the Company, appoint a "purchaser representative" (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the Company, the Company shall pay the fees of such purchaser representative. However, if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders of Executive Stock (if any) shall bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executive) of the costs of any sale of Executive Stock pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock on their own behalf shall not be considered costs of the transaction hereunder. (e) The provisions of this paragraph 6 shall terminate upon the completion of a Qualified Public Offering.

Sale of the Company. (a) If Upon the Board and the holders approval of a majority of the Company's Preferred Stock and Common Stock approve a Sale of the Company (qualifying as an Approved Sale by the "Approved Sale"), requisite majority of the Board and of the holders of Executive the shares of Common Stock shall and Convertible Preferred Stock, each Stockholder will (i) consent to and raise no objections against the Approved Sale of or the Companyprocess pursuant to which the Approved Sale was arranged, (ii) waive any dissenter's rights and other similar rights arising in connection therewith, and (iii) if the Approved Sale of the Company is structured as a sale of stock, the holders of Executive Stock shall each Stockholder will agree to sell their shares of Executive Stock and surrender their stock options its Stockholder Shares on the terms and conditions approved of the Approved Sale. Each Stockholder will take all necessary and desirable actions as directed by the Board and the holders of a majority of the Company's Preferred Common Stock and Common Convertible Preferred Stock. The holders of Executive Stock shall take all necessary and desirable actions , voting together as a single class, in connection with the consummation of any Approved Sale, including, without limitation, (A) executing the applicable purchase agreement, (B) granting identical indemnification rights (whether directly to the buyer of the Stockholder Shares or pursuant to the provisions of a contribution agreement) on a several and pro rata basis up to the net proceeds received by such Stockholder from such Approved Sale and (C) making only those representations and warranties relating to its ownership of the CompanyStockholder Shares to be sold by him or it. (b) The obligations If, in the context of an Approved Sale in which it is contemplated that the holders of Executive Stock with respect the Company’s securities are to the Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Salereceive securities issued by any other Person, all of the holders of Common Stock shall receive the same form and amount of consideration per share of Common Stock, or if any holders of Common Stock are given an option as to the form and amount of consideration to be received, all holders shall be given the same option; and (ii) all holders of then currently exercisable rights to acquire shares of Common Stock shall be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rights. (c) If the Company or the holders of the Company's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by under the Securities Exchange Commission Act may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall Stockholders (other than Falcon) will, at the request of the Company, appoint a "purchaser representative" representative (as such term is defined in Rule 501501 under the Securities Act) reasonably acceptable to the Company. If any holder of Executive Stock Stockholder appoints a purchaser representative designated by the Company, the Company shall will pay the fees of such purchaser representative. However, but if any holder of Executive Stock Stockholder declines to appoint the purchaser representative designated by the Company, such holder shall Stockholder will appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall Stockholder will be responsible for the fees of the purchaser representative so appointed. (dc) Executive and the other holders of Executive Stock (if any) This Section 5 shall bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executive) of the costs of any sale of Executive Stock pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock on their own behalf shall not be considered costs of the transaction hereunder. (e) The provisions of this paragraph 6 shall automatically terminate upon the completion consummation of a Qualified Public Offering.

Sale of the Company. (a) If Subject to the Board and terms of this Section 6, if the holders of a majority Institutional Investors (so long as the Institutional Investors collectively continue to hold at least 51% of the Company's Preferred Stock and outstanding Class A Common Stock Units) (the "Approving Holders") approve a Sale of the Company (and, in the case of any sale or other company transaction which requires the approval of the managers of a Delaware manager-managed limited liability company pursuant to applicable Delaware law, the Board shall have approved such Sale of the Company) (the "Approved Sale"), and the Institutional Investors invoke the provisions of this Section 6 by written notice to the holders of Executive Stock Units, the holders of Executive Units shall vote for (to the extent permitted to vote thereon), consent to and raise no objections against the Approved such Sale of the Company, and if Company or the Approved process by which such transaction was arranged. If the Sale of the Company is structured as a (i) merger or consolidation, each holder of Executive Units or other equity securities or interests shall waive any dissenters' rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of stockCompany Units or other equity securities or interests, the holders each holder of Executive Stock Units or other equity securities or interests shall agree to sell their shares of Executive Stock and surrender their stock options all of such holder's Executive Units or other equity securities or interests and rights to acquire Executive Units or other equity securities or interests on the terms and conditions approved by the Board Approving Holders and the holders of a majority of Board (to the Company's Preferred Stock and Common Stockextent such approval is required by applicable Delaware law). The holders Each holder of Executive Stock Units or other equity securities or interests shall take all necessary and or desirable actions in connection with the consummation of the Approved Sale of the Company, including without limitation, executing a sale contract pursuant to which each holder of Company Units will: (i) severally (but not jointly), on a pro rata basis as determined in accordance with Section 6(d) below, give the same indemnities as the Approving Holders for representations and warranties regarding the Company and its assets, liabilities and business and for covenants of the Company (collectively, the "Company Indemnities") and (ii) solely on behalf of such holder, make such representations, warranties, covenants and give such indemnities concerning such holder and the Company Units or other equity securities or interests (if any) to be sold by such holder (collectively, the "Unitholder Obligations") as may be also applicable to all other parties holders of Company Units and the Company Units to be sold by such other parties set forth in any agreement approved by the Investors and the Board (to the extent required by applicable Delaware law); provided that: (A) the pro rata share of a holder of Company Units for any amounts payable in connection with any claim under the Company Indemnities by the purchaser(s) in such Sale of the Company transaction (any such amount payable, an "Indemnity Loss") shall be determined in accordance with Section 6(d) below, and (B) if any holder of Company Units pays for more than such holder's pro rata share (as determined in accordance with Section 6(d) below) of an Indemnity Loss (such amount, the "Loss Overpayment"), then each other holder of Company Units shall simultaneously contribute to such holder an amount equal to such other holder's allocable share (based upon such holder's pro rata share, as determined in accordance with Section 6(d) below, of the Indemnity Loss) of such Loss Overpayment. Notwithstanding anything to the contrary contained herein, no holder of Company Units shall be required to agree to be liable for Indemnity Losses in an amount in the aggregate greater than the total consideration received by such holder in connection with such Sale of the Company. (b) The obligations of In the holders of Executive Stock with respect to the Approved event that a Sale of the Company are involves a sale of less than all of the Company Units, each holder of Company Units shall be required to sell his, her or its Company Units in such Sale of the Company, subject to complying with the terms and conditions set forth in this Section 6. The number of Company Units which shall be sold by each holder of Company Units participating in such Sale of the Company shall be equal to the product of (i) the aggregate number of Company Units owned by such holder multiplied by (ii) a fraction, the numerator of which is the aggregate number of Company Units being sold by the Institutional Investors in such sale and the denominator of which is the aggregate number of Company Units owned by the Institutional Investors at the time of such sale. (c) Executive's obligation to participate in a Sale of the Company is subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved SaleSale of the Company, all Executive shall receive the proceeds from such sale in accordance with the terms of Section 6(d) below, and if the holders of Common Stock shall receive the same form and amount any class of consideration per share of Common Stock, or if any holders of Common Stock Company Units are given an option as to the form and amount of consideration to be received, all holders of such class of Company Units shall be given the same optionoption subject to Section 6(d) below; provided that the condition that each holder is provided with the same option to receive the same form of consideration as set forth above shall be deemed satisfied even if certain holders elect to receive, to the exclusion of others, securities of the acquiring Person or any of its Affiliates or a mix of such securities and cash, so long as each holder of the same class of Company Units receives the same amount of value with respect to each per Company Unit of such class, whether in cash or such securities, as the Board shall determine in good faith after review of all facts and circumstances it deems relevant, as of the closing of such Sale of the Company; and (ii) all holders of then currently exercisable rights to acquire shares Company Units (including Company Units that become (or would become) vested and exercisable in connection with a Sale of Common Stock the Company) shall be given an opportunity to either (A) exercise such rights (including by means of a "cashless exercise" if provided in the agreement and/or company benefit plan pursuant to which such rights were granted) prior to the consummation of the Approved Sale of the Company and participate in such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rights. (c) If the Company or the holders of the Company's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall at the request of the Company, appoint a "purchaser representative" (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the Company, the Company shall pay the fees of such purchaser representative. However, if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall be responsible for the fees of the purchaser representative so appointedUnits. (d) Executive In the event a Sale of the Company occurs (whether under this Section 6 or otherwise), each holder of Company Units shall receive in exchange for the Company Units held by such holder an amount equal to such amount that such holder would have received in respect of such holder's Company Units if the aggregate consideration (after satisfaction or assumption of all debts and liabilities) from such Sale of the Company had been distributed by the Company in a complete liquidation of the Company in accordance with (including, without limitation, in the order of priority as set forth in) the terms of the LLC Agreement (and, if less than all of the Company Units of the Company are included in such transaction, then the allocation of such aggregate net consideration shall be determined as if the Company Units included in such transaction were all of the Company Units of the Company then outstanding and the other holders Company distributed the aggregate consideration in a complete liquidation on that basis, and, for purposes of this Section 6(d), the terms of the LLC Agreement shall be interpreted consistently with this assumption) (such amount is referred to herein as the "Sale Proceeds Amount"). The allocable share of each holder of Executive Stock Units of any Indemnity Loss shall be an amount equal to the amount by which such holder's Sale Proceeds Amount would have been reduced had the aggregate consideration from such Sale of the Company been distributed by the Company in accordance with the sentence immediately foregoing after deducting from such aggregate consideration the aggregate amount of such Indemnity Loss. Subject to the conditions set forth in this Section 6 with respect to the Unitholder Obligations, each holder of Company Units shall take all necessary or desirable actions in connection with the distribution of the aggregate consideration from such Sale of the Company as requested by the Board. (if anye) Each holder of Executive Units shall bear their pro-such holder's pro rata share (based upon the number of all shares sold aggregate consideration received by each seller including the Investors and each other Executiveholder of Company Units in such sale) of the costs expenses incurred in connection with a Sale of any sale of Executive Stock pursuant to an Approved Sale the Company (whether under this Section 6 or otherwise) to the extent such costs expenses are incurred for the benefit of all holders of Common Stock Company Units and are not otherwise paid by the Company or the acquiring party. Costs For purposes of this Section 6(e), expenses incurred in exercising reasonable efforts to take all necessary actions in connection with the consummation of the Sale of the Company shall be deemed to be for the benefit of all holders of Company Units. Expenses incurred by Executive and the other holders any holder of Executive Stock Company Units on their such holder of Company Units' own behalf shall not be considered costs expenses of the transaction hereunderand shall be the responsibility of such holder of Company Units. (ef) The provisions of this paragraph Section 6 shall terminate upon the completion consummation of a Qualified Public Offeringan IPO.

Sale of the Company. (a) If the Board and the holders of a majority of the Company's Preferred Stock and Common Stock Ordinary Shares approve a Sale of the Company (the "Approved SaleAPPROVED SALE"), the all holders of Executive Stock shall consent to and raise no objections against the Approved Sale of the CompanySale, and if the Approved Sale of the Company is structured as a sale of stock, the holders of Executive Stock shall agree to sell their shares of Executive Stock and surrender their stock options on the terms and conditions approved by the Board and the holders of a majority of the Company's Preferred Stock and Common StockOrdinary Shares. The holders of Executive Stock shall take all necessary and desirable actions in connection with the consummation of the Approved Sale of the CompanySale. (b) The obligations of the holders of Executive Stock with respect to the Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all of the holders of Common Stock Ordinary Shares shall receive the same form and amount of consideration per share of Common StockOrdinary Share, or if any holders of Common Stock the Ordinary Shares are given an option as to the form and amount of consideration to be received, all holders shall be given the same option; (ii) no holder of Executive Stock shall be required to join in any indemnification obligations or other obligations (other than with respect to representations and warranties given by such person regarding such person's title to and ownership of Executive Stock or covenants with respect to such holder) (A) in excess of such person's pro rata portion (determined on the basis of consideration received or receivable by such holder of Executive Stock in such transaction relative to the aggregate consideration received or receivable by all holders of the Company's equity securities in their capacity as such) of such indemnification obligations or other obligations or (B) in excess of the greater of (I) 50% of the after-tax proceeds received or receivable by such person as a result of such transaction and (iiII) the aggregate Acquisition Cost for the equity securities sold by such holder in such transaction and (iii) all holders of then currently exercisable rights to acquire shares of Common Stock Class D Convertible Shares shall be given an opportunity to either (A) exercise such their rights to convert to Ordinary Shares prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock Ordinary Shares or (B) upon the consummation of the Approved Sale, receive in exchange for such rights Class D Convertible Shares consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock Ordinary Share received by the holders of Common Stock Ordinary Shares in connection with the Approved Sale less the exercise price Conversion Price per share of Common Stock of such rights to acquire Common Stock Class D Convertible Share by (2) the number of shares Ordinary Shares issuable upon conversion of Common Stock represented by such rightsClass D Convertible Shares. (c) If Each holder of Executive Stock shall bear his or her pro rata share (determined on the Company basis of consideration received or receivable by such holder of Executive Stock in such transaction relative to the aggregate consideration received or receivable by all holders of the Company's equity securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall at the request of the Company, appoint a "purchaser representative" (their capacity as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the Company, the Company shall pay the fees of such purchaser representative. However, if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders of Executive Stock (if any) shall bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executivesuch) of the costs of any sale of Executive Stock pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock Ordinary Shares and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders each such holder of Executive Stock on their his or her own behalf shall not be considered costs of the transaction hereunder. (ed) The provisions Notwithstanding anything else to the contrary set forth herein or the Company's Articles of this paragraph 6 shall terminate upon Association, in the completion event of a Qualified Public OfferingSale of the Company (whether or not such Sale of the Company is an Approved Sale), each holder of Executive Stock acknowledges that (i) the consideration to be received in exchange for each Class A Convertible Share, Class B Convertible Share and Class C Convertible Share that is unvested as of the closing date of the Sale of the Company (after giving effect to any acceleration under paragraph 2(c) hereof) shall equal the LESSER OF (x) the amount per share paid to holders of Ordinary Shares in such transaction triggering a Sale of the Company and (y) the Original Cost for such Convertible Share and (ii) the consideration to be received or receivable in exchange for each Class D Convertible Share shall equal the amount determined by multiplying (x) the same amount of consideration per Ordinary Share received or receivable by the holders of Ordinary Shares in connection with the Sale of the Company less the Conversion Price per Class D Convertible Share by (y) the number of Ordinary Shares issuable upon conversion of such Class D Convertible Shares. In furtherance of the acknowledgments in this PARAGRAPH 8(d), each holder of Executive Stock agrees that (A) all unvested Class A Convertible Shares, Class B Convertible Shares and Class C Convertible Shares which are not vested in connection with a Sale of the Company shall automatically be deemed transferred to a buyer of the Company and cancelled, without further action on the part of such buyer, the Company or any Executive, in connection with the consummation of such Sale of the Company upon payment by the buyer or its designee of an amount in cash (or other form of consideration payable in connection with such Sale of the Company) equal to the LESSER OF the number of Class A Convertible Shares, Class B Convertible Shares and Class C Convertible Shares held by an Executive multiplied by the amount per share paid to holders of Ordinary Shares in such transaction triggering a Sale of the Company and the Original Cost for all such unvested Class A Convertible Shares, Class B Convertible Shares and Class C Convertible Shares and (B) all Class D Convertible Shares which are not converted to Ordinary Shares in connection with such Sale of the Company shall automatically be deemed transferred to a buyer of the Company and cancelled, without further action on the part of such buyer, the Company or an Executive, in connection with consummation of such Sale of the Company upon payment by the buyer or its designee of an amount in cash (or other form of consideration payable in connection with such Sale of the Company) equal to the amount determined by multiplying (1) the same amount of consideration per Ordinary Share received or receivable by the holders of Ordinary Shares in connection with the Approved Sale less the Conversion Price per Class D Convertible Share by (2) the number of Ordinary Shares issuable upon conversion of such Class D Convertible Shares.

Sale of the Company. i. At any time after April 4, 2000, and before the consummation of a Purchaser Approved Offering, if a bona fide offer is made by any person (other than Purchaser, or any person or entity related to or affiliated with Purchaser), to purchase all or substantially all of the assets or shares of stock of the Company, and Funding gives the Company written notice that it desires such offer to be accepted, the Company and its shareholders shall either accept the offer and consummate the sale on the terms and conditions of the offer (in which case, if the transaction is a stock sale or merger, Purchaser also shall sell all of its equity interests in the Company on those terms and conditions), or the Company shall acquire all the equity interests owned by Purchaser and Funding in the Company on the same terms and conditions as the offer; provided, however, that if such offer is made prior to April 4, 2002, the Company shall have no such obligation unless the total consideration of such offer is at least $50,000,000. In determining the total consideration for purposes of the foregoing, any deferred payment shall be discounted to present value at a discount rate of eight percent (8%) per annum. If the total consideration set forth in the offer includes anything other than cash and/or marketable securities (the "Non-Cash Consideration") then the Company, at its option, may acquire Purchaser's equity interests for the product of (a) If either (i) the Board Non-Cash Consideration specified or (ii) cash in the amount of the fair market value of the total consideration set forth in the offer, multiplied by (b) the percentage of all outstanding equity interests of the Company that then is owned by Purchaser. Such fair market value shall be determined pursuant to the terms of the Stock Purchase Agreements dated April 4, 1997 and March 31, 1998 by and among the Company, Funding and the holders of a majority of the Company's Preferred Stock and Common Stock approve a Sale other stockholders of the Company (the "Approved SaleFunding Purchase Agreements"). If the offer contemplates an asset sale, the holders Company may acquire Purchaser's equity interests for cash equal to the product of Executive Stock shall consent (a) the after-tax value to and raise no objections against the Approved Sale Company of the Companyconsideration set forth in the offer multiplied by (b) the percentage of all outstanding equity interests of the Company that is then owned by Purchaser. If the Company decides to acquire Purchaser's and Funding's equity interests, the Company shall acquire Purchaser's and Funding's equity interests for cash within ninety (90) days from the date of Funding's written notice. ii. At any time before the consummation of a Purchaser Approved Offering, if the Approved Sale any assets or stock of the Company is structured sold for any reason, or if the Company is merged or consolidated, then the following payments (the "Management Shareholder Payments") to the Management Shareholders in connection with such sale, merger or consolidation shall be deemed, for purposes of this Agreement, as a sale part of stockthe total consideration to be paid for the Company so that Purchaser shall be entitled to receive from the Company, pari passu with the rights of holders of Executive Stock shall agree to sell their shares of Executive Stock and surrender their stock options on the terms and conditions approved by the Board and the holders of a majority of the Company's Preferred Class B Common Stock and Common Stock. The all other holders of Executive Stock shall take all necessary and desirable actions in connection with the consummation of the Approved Sale of the Company. (b) The obligations of the holders of Executive 's Class C Common Stock to be paid with respect to the Approved Sale of the Company are subject Management Shareholder Payments, and before any distribution to the satisfaction of the following conditions: (i) upon the consummation of the Approved Saleshareholders, all of the holders of Common Stock shall receive the same form and amount of consideration per share of Common Stock, or if any holders of Common Stock are given an option as to the form and amount of consideration to be received, all holders shall be given the same option; and (ii) all holders of then currently exercisable rights to acquire shares of Common Stock shall be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration a priority distribution equal to the amount determined by multiplying product of (1) the same amount sum of (a) all payments made to a Management Shareholder in consideration per share of Common Stock received any covenant not to compete or consulting agreement, plus (b) the component of any compensation to a Management Shareholder for employment services that is in excess of the prevailing industry average compensation, paid by companies that are similar to the company that will be making the payments to the Management Shareholder, for the management responsibilities actually to be performed by the holders Management Shareholder, as such average compensation is mutually agreed between the Company, the Management Shareholder and Funding, or if they cannot agree, then as determined by a current survey of Common Stock in connection with total compensation conducted by a qualified representative of a nationally recognized investment banking or accounting firm mutually agreeable to the Approved Sale less Company, the exercise price per share of Common Stock of such rights to acquire Common Stock Management Shareholder, and Funding, multiplied by (2) the number percentage of shares of Common Stock represented all equity interests in the Company that is then owned by such rights. (c) Purchaser. The priority distribution due Purchaser under this Paragraph 2.e.ii. shall be paid on the same schedule as the Management Shareholder Payments are received by the Management Shareholder. If the Company or has insufficient funds to pay the holders portion of the Companypriority distribution that is due at the time a Management Shareholder receives a Management Shareholder Payment, the Management Shareholders receiving Management Shareholder Payments shall pay Purchaser the amount of such insufficiency pro rata in accordance with the proportionate amounts of each such Management Shareholder's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated Payments, such amount to be paid on the same schedule as the payments are received by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall at the request of the Company, appoint a "purchaser representative" (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the Company, the Company shall pay the fees of such purchaser representative. However, if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall be responsible for the fees of the purchaser representative so appointedManagement Shareholder. (d) Executive and the other holders of Executive Stock (if any) shall bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executive) of the costs of any sale of Executive Stock pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock on their own behalf shall not be considered costs of the transaction hereunder. (e) The provisions of this paragraph 6 shall terminate upon the completion of a Qualified Public Offering.

Sale of the Company. (a) If the Board and the holders of a majority of the Company's Preferred Stock and Series B Common Stock Units approve a Sale of the Company (the "an “Approved Sale"”), then, subject to Section 7(b) hereof, the holders of Executive Stock Employee Units shall consent to and raise no objections against the Approved Sale of the CompanySale, and if the Approved Sale of the Company is structured as a sale of stockUnits, the holders of Executive Stock Employee Units shall agree to sell their shares of Executive Stock and surrender their stock options Employee Units on the terms and conditions approved by the Board and the holders of a majority of the Company's Preferred Stock and Series B Common StockUnits. The holders of Executive Stock Employee Units shall take all necessary and desirable actions with respect to such Employee Units in connection with the consummation of the Approved Sale Sale, except that the provisions of this Section 7(a) shall not be construed to require such holders to take actions which would adversely affect the rights of such holders with respect to such Employee Units unless the holders of a majority of the CompanySeries B Common Units also take such action with respect to the Series B Common Units held by such majority holders. (b) The obligations of the holders of Executive Stock Employee Units with respect to the Approved Sale of the Company are subject to the satisfaction of the following conditions: conditions that (i) upon the consummation of in connection with the Approved Sale, Sale all of the holders of Common Stock any class or series of Units shall receive the same form and amount of consideration per share of Common Stock, or Unit in such class and (ii) if any holders of Common Stock any class or series of Units are given an option as to the form and amount of consideration to be received, all holders of such class or Series of Units shall be given the same option; and (ii) all holders of then currently exercisable rights option with respect to acquire shares of Common Stock shall be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rightsUnits. (c) If the Company or the holders of the Company's ’s securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall Employee Units shall, at the request of the Company, appoint a "“purchaser representative" ” (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the Company, and the Company shall pay the fees of such purchaser representative. However, if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall be responsible for the fees of the purchaser representative so appointed. (d) Executive 2006 Employee Investors and the other holders of Executive Stock Employee Units (if any) shall bear their pro-pro rata share (based upon the number of all shares sold by each seller including the Investors and each other ExecutiveUnits sold) of the costs of any sale of Executive Stock Employee Units pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock the Units and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive 2006 Employee Investors and the other holders of Executive Stock Employee Units on their own behalf shall not be considered costs of the transaction hereunder. (e) The provisions of this paragraph 6 shall terminate upon the completion of a Qualified Public Offering.

Sale of the Company. (a) If In the Board and the holders of a majority event of the Company's Preferred Stock and Common Stock approve a Sale sale or other disposition of all or substantially all of the Company (the "Approved Sale"), the holders of Executive Stock shall consent to and raise no objections against the Approved Sale assets of the Company, and if the Approved Sale or any reorganization, consolidation or merger of the Company is structured as a sale of stock, the holders of Executive Stock shall agree to sell their shares of Executive Stock and surrender their stock options on the terms and conditions approved by the Board and the holders of a majority of the Company's Preferred Stock and Common Stock. The holders of Executive Stock shall take all necessary and desirable actions in connection with the consummation of the Approved Sale of the Company. (b) The obligations of the holders of Executive Stock with respect to the Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all of the holders of Common Stock shall receive the same form and amount of consideration per share of Common Stock, or if any holders of Common Stock are given an option as to the form and amount of consideration to be received, all holders shall be given the same option; and (ii) all holders of then currently exercisable rights to acquire shares of Common Stock shall be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rights. (c) If the Company or where the holders of the Company's securities enter into any negotiation before the transaction beneficially own less than 50% of the outstanding equity securities of the surviving entity after the transaction or transaction for which Rule 506 (a sale of 50% or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall at the request more of the Company, appoint a "purchaser representative" (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated 's equity securities by the Companyholders thereof in a single transaction (an "Acquisition"), the Company shall pay provide written notice to the fees Holder no less than 30 days prior to the date on which the Acquisition is to take place. The notice shall contain a brief description of such purchaser representative. Howeverthe proposed action and shall state (x) the date on which the Acquisition is to take place and (y) the date, if any holder is to be fixed, as of Executive which the holders of Common Stock declines to appoint or other securities shall receive cash or other property deliverable upon the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall be responsible for the fees of the purchaser representative so appointedAcquisition. (db) Executive and Upon the other holders of Executive Stock (if any) shall bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executive) of the costs closing of any sale Acquisition, the successor entity shall assume the obligations of Executive Stock pursuant to an Approved Sale this Warrant to the extent such costs are incurred obligations remain after any such Acquisition, and this Warrant shall be exercisable for the benefit same securities, cash and property as would be payable for the shares issuable upon the exercise of all holders the unexercised portion of Common Stock this Warrant as if such shares were outstanding on the record date for the Acquisition and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive subsequent to closing and the other holders of Executive Stock on their own behalf Exercise Price shall not be considered costs of the transaction hereunderadjusted in accordance with Section 9. (ec) The provisions Notwithstanding the foregoing, at the election of the Holder, the Company shall purchase the unexercised portion of this paragraph 6 shall terminate Warrant for cash upon the completion closing of a Qualified Public Offeringany Acquisition in which the consideration is cash or cash equivalents for an amount equal to (x) the fair market value of any consideration that would have been received by the Holder in consideration of the shares had the Holder exercised the unexercised portion of this Warrant immediately prior to the record date for determining the shareholders entitled to participate in the proceeds of the Acquisition, less (y) the aggregate Exercise Price of the shares, but in no event less than zero.

Sale of the Company. (a) If Subject to the Board and the holders rights of a majority of the Company's Preferred Stock and Common Stock approve a Sale of the Company (the "Approved Sale"Xxxxxxx set forth in Section 5(b), following the holders approval of Executive Stock shall an Approved Sale in accordance with the terms hereof, each Stockholder will (x) consent to and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, (y) waive any dissenter’s rights and other similar rights, and (z) if the Approved Sale is structured as a sale of stock, each Stockholder will agree to sell its Stockholder Shares on the terms and conditions of the Approved Sale. Each Stockholder will take all necessary and desirable actions, in its, his or her capacity as a stockholder of the Company, as directed by the Board in connection with the consummation of any Approved Sale, including without limitation executing the applicable purchase agreement and if granting identical indemnification rights (whether directly to the buyer of the Stockholder Shares or pursuant to the provisions of a contribution agreement); provided, that each Stockholder’s indemnification obligations shall not exceed the aggregate amount of proceeds received by such Stockholder in such Approved Sale; provided further, that no proceeds of such Approved Sale shall be distributed in respect of any Junior Securities unless each share of Series A Preferred Stock of the Company shall receive proceeds at least equal to the Liquidation Value (as defined in the Company’s certificate of incorporation) of such share plus all accrued, accumulated and unpaid dividends thereon. If the proceeds of such Approved Sale payable in respect of Series A Preferred Stock of the Company are insufficient to pay each share of Series A Preferred Stock of the Company the Liquidation Value (as defined in the Company’s certificate of incorporation) of such share plus all accrued, accumulated and unpaid dividends thereon, such proceeds shall be distributed ratably among the holders of the Series A Preferred Stock of the Company based upon the aggregate Liquidation Value (as defined in the Company’s certificate of incorporation) of such shares (plus all accrued, accumulated and unpaid dividends thereon) held by each such holder. (b) If the Approved Sale of the Company is structured as a sale of stock, the holders of Executive Stock Company shall agree deliver to sell their shares of Executive Stock and surrender their stock options on the terms and conditions approved by the Board and the holders of a majority of the Company's Preferred Stock and Common Stock. The holders of Executive Stock shall take all necessary and desirable actions in connection with the consummation Xxxxxxx at least 30 days’ prior written notice of the Approved Sale (the “Approved Sale Notice”). Xxxxxxx shall have the right to sell, by delivering written notice to the Company within 15 days after receipt of the Company. (b) The obligations of the holders of Executive Stock with respect to the Approved Sale Notice, all of his shares of Series A Preferred Stock of the Company are subject to the satisfaction party acquiring equity securities of the following conditions: Company pursuant to such Approved Sale for cash in an amount per share equal to the lesser of (i) upon the consummation of the Approved Sale, all of the holders of Common Stock shall receive the same form and amount of consideration per share to be received for each share of Common Stock, or if any Series A Preferred Stock of the Company by other holders of Common Series A Preferred Stock are given an option as to of the form and amount of consideration to be received, all holders shall be given the same option; Company in such Approved Sale and (ii) all holders the Liquidation Value (as defined in the Company’s certificate of then currently exercisable rights to acquire shares of Common Stock shall be given an opportunity to either (Aincorporation) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by share (2) the number of shares of Common Stock represented by such rightsplus all accrued, accumulated and unpaid dividends thereon). (c) If the Company or the holders of the Company's ’s securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by under the Securities Exchange Commission Act may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall Stockholders will, at the request of the Company, appoint a "purchaser representative" representative (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock Stockholder appoints a purchaser representative designated by the Company, the Company shall will pay the fees of such purchaser representative. However, if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders of Executive Stock (if any) shall All Stockholders will bear their pro-pro rata share (based upon the number relative amounts of all shares sold by each seller including the Investors and each other Executiveproceeds received in such Approved Sale) of the reasonable costs of any sale of Executive Stock Stockholder Shares pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock selling Stockholders and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock on their own behalf shall not be considered costs of the transaction hereunder. (e) The provisions of this paragraph 6 This Section 5 shall automatically terminate upon the completion of a Qualified Public Offering.

Sale of the Company. (a) If the Board and Xxxx Holders approve (and, in the holders case of any sale or other fundamental change which requires the approval of the board of directors of a majority Delaware corporation pursuant to the Delaware General Corporation Law, the Board shall have approved such sale) a sale of all or substantially all of the Company's Preferred Stock and Common Stock approve assets determined on a Sale consolidated basis or a sale of all or substantially all of the Company Company's outstanding capital stock (the whether by merger, recapitalization, consolidation, reorganization, combination or otherwise) to any Independent Third Party or group of Independent Third Parties (collectively an "Approved Sale"), the holders each holder of Executive Stock shall Stockholder Shares will consent to and raise ------------- no objections against such Approved Sale. If the Approved Sale of the Company, and if the Approved Sale of the Company is structured as (i) a merger or consolidation, each holder of Stockholder Shares will waive any dissenter's rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of stock, the holders each holder of Executive Stock shall Stockholder Shares will agree to sell their shares all of Executive Stock its Stockholder Shares and surrender their stock options rights to acquire Stockholder Shares on the terms and conditions approved by the Board and the holders Xxxx Holders. Each holder of a majority of the Company's Preferred Stock and Common Stock. The holders of Executive Stock shall Stockholder Shares will take all necessary and or desirable actions in connection with the consummation of the Approved Sale of as requested by the Company. (b) The obligations of the holders of Executive Common Stock with respect to the an Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all each holder of Common Stock will receive the same form of consideration and the same portion of the aggregate consideration that such holders of Common Stock shall receive would have received if such aggregate consideration had been distributed by the same form Company in complete liquidation pursuant to the rights and amount preferences set forth in the Company's Certificate of consideration per share of Common Stock, or Incorporation as in effect immediately prior to such Approved Sale; (ii) if any holders of a class of Common Stock are given an option as to the form and amount of consideration to be received, all holders shall each holder of such class of Common Stock will be given the same option; option and (iiiii) all holders each holder of then currently exercisable rights to acquire shares of a class of Common Stock shall will be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share class of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rightsStock. (c) If the Company or the holders of the Company's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities and Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall Stockholder Shares will, at the request of the Company, appoint a "purchaser representative" representative (as such term is defined in Rule 501501 promulgated by the Securities and Exchange Commission) reasonably acceptable to the Company. If any holder of Executive Stock Stockholder Shares appoints a purchaser representative designated by the Company, the Company shall will pay the fees of such purchaser representative. However, but if any holder of Executive Stock Stockholder Shares declines to appoint the purchaser representative designated by the Company, such holder shall will appoint another purchaser representative (reasonably acceptable to the Company)representative, and such holder shall will be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders Holders of Executive Stock (if any) shall Stockholder Shares will bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executivesold) of the costs of any sale of Executive Stock Stockholder Shares pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock Stockholder Shares on their own behalf shall will not be considered costs of the transaction hereunder. (e) The provisions of this paragraph 6 shall Section 2 will terminate upon the completion of a Qualified Public OfferingOffering (as defined in paragraph 3 below).

Sale of the Company. (a) If Upon the Board and the holders of a majority Directors' approval of the Company's Preferred Stock and Common Stock approve a Sale of the Company (the an "Approved Sale"), the holders of each Executive Stock shall Stockholder agrees to consent to and raise no objections against to the Approved Sale. If the Approved Sale of the Company, and if the Approved Sale of the Company is structured as a sale of stockmerger or consolidation, the holders of each Executive Stock shall agree Stockholder agrees to sell their shares of Executive Stock and surrender their stock options waive any dissenter rights, appraisal rights or similar rights in connection with such merger or consolidation on the terms and conditions approved by the Board of Directors. If the Approved Sale is structured as a sale of stock (whether by merger, consolidation, reorganization or otherwise), each Executive Stockholder agrees to sell (and shall have the right to sell) his or her Shares and rights to acquire Shares on the terms and conditions approved by the Board of Directors; provided, that the terms of any Sale of the Company shall be terms that (i) are identical for all holders of Shares (it being understood that no Executive Stockholder shall be required to enter into any non-competition, non-solicitation or similar agreement without his or her written consent), (ii) impose any escrow, indemnity or other similar obligations entered into in connection with such Sale of the Company ratably on the holders of a majority Shares in accordance with their ownership of Shares, (iii) provide that any indemnity obligation of any Executive Stockholder shall not exceed the Company's Preferred Stock and Common Stock. The holders aggregate proceeds received (net of taxes) by such Executive Stock shall take all necessary and desirable actions Stockholder in connection with the consummation of the Approved Sale of the Company, and (iv) other than acquisition advisory fees to be paid to the Investors or their Affiliates, do not provide for any control premium or other additional consideration to be paid to any holder of Shares that is not shared by all other holder of Shares ratably, based upon their ownership of Shares. If the Approved Sale is structured as a sale of assets, each of the Executive Stockholders agrees to take all actions within his or her control to cause a liquidation of the Company following the consummation of such Approved Sale on the terms and conditions approved by the Board of Directors. (b) The obligations In the event of the holders of Executive Stock with respect to the Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all of the holders of Common Stock shall receive the same form and amount of consideration per share of Common Stock, a sale or if any holders of Common Stock are given an option as to the form and amount of consideration to be received, all holders shall be given the same option; and (ii) all holders of then currently exercisable rights to acquire shares of Common Stock shall be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock in connection with Shares of all or substantially all of the Approved Sale less issued and outstanding Shares (whether by sale, merger, recapitalization, reorganization, consolidation, combination or otherwise), each holder of Shares shall receive consideration for the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented Shares held by such rightsholder in the same proportion of the aggregate consideration from such sale or exchange that such holder would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the Certificate of Incorporation as in effect immediately prior to such sale or exchange. (c) If the The Company or the holders of acquiring party, as the Company's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission case may be available with respect to such negotiation or transaction (including a mergerbe, consolidation or other reorganization), the holders of Executive Stock shall at the request of the Company, appoint a "purchaser representative" (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the Company, the Company shall pay the fees of such purchaser representative. However, if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders of Executive Stock (if any) shall bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executive) of the costs of any sale of Executive Stock Shares pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock on their own behalf shall not be considered costs of the transaction hereunderSale. (e) The provisions of this paragraph 6 shall terminate upon the completion of a Qualified Public Offering.

Sale of the Company. (a) If the Xxxx Group Shareholders holding a majority of the outstanding Common Shares issued by the Company approve (and, in the case of any sale or other fundamental change which requires the approval of the board of directors of a Michigan corporation pursuant to the Michigan Business Corporation Act, the Board and shall have approved such sale) (i) a sale of all or substantially all of the holders Company’s assets determined on a consolidated basis or a sale of a majority of the Company's Preferred Stock and ’s outstanding capital stock (whether by merger, recapitalization, consolidation, reorganization, combination or otherwise) to any Independent Third Party or group of Independent Third Parties or (ii) a Transfer of any shares of Common Stock approve in connection with a Sale of the Company Strategic Transaction (the "collectively an “Approved Sale"”), the holders each holder of Executive Stock shall Shareholder Shares will consent to and raise no objections against such Approved Sale. If the Approved Sale of the Company, and if the Approved Sale of the Company is structured as (i) a merger or consolidation, each holder of Shareholder Shares will waive any dissenter’s rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of stockstock (including by recapitalization, the holders consolidation, reorganization, combination or otherwise), each holder of Executive Stock shall Shareholder Shares will agree to sell their shares all of Executive Stock its Shareholder Shares and surrender their stock options rights to acquire Shareholder Shares on the terms and conditions approved by the Board and such Xxxx Group Shareholders. Each holder of Shareholder Shares shall be obligated to join on a pro rata basis (based on the holders number of Shareholder Shares to be sold) in any indemnification or other obligations that the sellers of Shareholder Shares are required to provide in connection with the Approved Sale (other than any such obligations that related solely to a majority particular Shareholder, such as indemnification with respect to representations and warranties given by a Shareholder regarding such Shareholder’s title to and ownership of Shareholder Shares, in respect of which only such Shareholder shall be liable); provided that no holder shall be obligated in connection with such indemnification or other obligations with respect to any amount in excess of the Company's Preferred Stock and Common Stockconsideration received by such holder in connection with such transfer. The holders Each holder of Executive Stock shall Shareholder Shares will take all necessary and or desirable actions in connection with the consummation of the Approved Sale of as requested by the CompanyXxxx Group Shareholders. (b) The obligations of the holders of Executive Stock Common Shares with respect to the an Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all of the holders each holder of Common Stock shall Shares will receive the same form and amount of consideration per share and the same portion of the aggregate consideration that such holders of Common Stock, or Shares would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the Company’s Articles of Incorporation as in effect immediately prior to such Approved Sale; (ii) if any holders of a class of Common Stock Shares are given an option as to the form and amount of consideration to be received, all holders shall each holder of such class of Common Shares will be given the same option; option and (iiiii) all holders each holder of then currently exercisable rights to acquire shares of a class of Common Stock shall Shares will be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share class of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rightsShares. (c) If the Company or the holders of the Company's ’s securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities and Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall Shareholder Shares will, at the request of the Company, appoint a "purchaser representative" representative (as such term is defined in Rule 501501 promulgated by the Securities and Exchange Commission) reasonably acceptable to the Company. If any holder of Executive Stock Shareholder Shares appoints a purchaser representative designated by the Company, the Company shall will pay the fees of such purchaser representative. However, but if any holder of Executive Stock Shareholder Shares declines to appoint the purchaser representative designated by the Company, such holder shall will appoint another purchaser representative (reasonably acceptable to the Company)representative, and such holder shall will be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders Holders of Executive Stock (if any) shall Shareholder Shares will bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executivesold) of the costs of any sale of Executive Stock Shareholder Shares pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock Shares and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock Shareholder Shares on their own behalf shall will not be considered costs of the transaction hereunder. (e) The provisions of this paragraph 6 shall 4 will terminate upon the completion of a Qualified Public OfferingOffering (as defined in paragraph 5 below).

Sale of the Company. (a) If the Board and the holders of a majority of the Company's Preferred Stock and Common Stock Managers (with Required Approval) approve a Sale of the Company (the "“Approved Company Sale"”), the holders of Executive Stock shall Unitholders will consent to and raise no objections against the Approved Sale of the Company, and if Company Sale. If the Approved Company Sale of the Company is structured as a (i) merger or consolidation, each Unitholder shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of stockUnits, the holders each holder of Executive Stock Units shall agree to sell their shares all or, if the structure of Executive Stock the transaction requires otherwise (i.e., a leveraged recapitalization), substantially all of his Units and surrender their stock options rights to acquire Units on the terms and conditions approved by the Board and the holders of a majority of the Company's Preferred Stock and Common StockManagers (with Required Approval). The holders of Executive Stock Each Unitholder shall take all necessary and or desirable actions (other than, except as provided in clause (e) below, incurring any liability) in connection with the consummation of the Approved Company Sale as requested by the Company. At least thirty (30) days prior to the proposed closing date of any Approved Company Sale, the Managers shall use commercially reasonable best efforts to give to each Unitholder written notice of the material terms of the proposed Approved Company Sale (which material terms may be set forth in a draft of the purchase and sale agreement with respect to such Approved Company Sale) and statement that the Managers, the members of the Xxxxxxx Group and the members of the Argosy Group are intending to participate in the Approved Company Sale and intend to exercise their rights under this Section 9.3. An executed version of a purchase and sale agreement shall be delivered to each Unitholder within a commercially reasonable time period after execution of such agreement and an Approved Company Sale shall be consummated within 150 days after the execution of a purchase and sale agreement therefor. Upon request, the Managers shall provide any Unitholder with a calculation of the anticipated consideration to be paid to such Unitholder in such Approved Company Sale. Notwithstanding the foregoing, in connection with and as part of any Approved Company Sale, the Company shall use commercially reasonable efforts to Transfer all of the outstanding shares of capital stock of CNIC in lieu of the Units of Company owned by CNIC for the same aggregate consideration that CNIC would have received had it transferred all of its Units in the Company. (b) The obligations of the holders of Executive Stock Units with respect to the Approved Company Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Company Sale, all each holder of each type of Units participating in the holders of Common Stock Approved Company Sale shall receive the same form and amount of consideration per share and the same portion of Common Stock, or consideration such holder would have received if the aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in this Agreement (but without the Company paying any amounts in such liquidation with respect to any obligations that are being assumed by the buyer in connection with such Approved Company Sale); and (ii) if any holders of Common Stock a type of Units are given an option as to the form and amount of consideration to be received, all holders each holder of such type of Units shall be given the same option; and (ii) all holders provided that if the capital stock of then currently exercisable rights to acquire shares CNIC is Transferred in accordance with the last sentence of Common Stock Section 9.3(a), the obligation of each other Unitholder shall be given an opportunity to either (A) exercise such rights prior to as if CNIC Transferred the consummation Units of the Approved Sale Company and participate in such sale as holders distributed the proceeds to its shareholders (with it being understood that the shareholders of Common Stock or (B) upon CNIC shall bear the consummation pro rata share of any obligations that CNIC would have been required to assume if it had sold Units of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rightsCompany. (c) If the Company or any of the holders of the Company's securities Units enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders each holder of Executive Stock shall Units will, at the request of the Company, appoint either a "purchaser representative" representative (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the Company, in which event the Company shall will pay the fees of such purchaser representative. However, if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall appoint or another purchaser representative (reasonably acceptable to the Company), and in which event such holder shall will be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other All holders of Executive Stock (if any) shall Units will bear their pro-pro rata share (based upon their share of the number of all shares sold by each seller including the Investors and each other Executiveproceeds received) of the costs of any sale of Executive Stock Units pursuant to an Approved Company Sale to the extent such costs are incurred for the benefit of all such holders of Common Stock Units and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock Units on their own behalf shall will not be considered costs of the transaction hereunderApproved Company Sale. (e) The provisions In connection with an Approved Company Sale, the holders of this paragraph 6 shall terminate upon the completion Units may be required to make representations or warranties regarding such holder to enter into and consummate such sale and providing the purchaser with good and marketable title to the Units being sold by such holder, free and clear of all liens created by such holder. In addition, any such holder may be required to provide indemnification with respect to the breach of any representations, warranties or covenants regarding the Company contained in the agreements relating to such sale. Any such indemnification liability of a Qualified Public Offeringholder described in the preceding sentence shall be several only, and not joint, and shall not in any event exceed such holder’s pro rata share (based on the proceeds to be received by all of the Unitholders participating in such sale) of any such liability or exceed the proceeds received by such holder in such Approved Company Sale.

Sale of the Company. (a) If the Board and the holders of a majority of the Company's Preferred Stock and Common Stock approve a Sale of So long as the Company (has not consummated a Public Offering, in the "event of, and in connection with, an Approved Sale"), the holders of Executive Stock shall (i) each Investor and Permitted Transferee will consent to to, vote for and raise no objections against against, and waive dissenters and appraisal rights (if any) with respect to, the Approved Sale of the CompanySale, and (ii) if the Approved Sale of the Company is structured as a sale of stock, the holders of Executive Stock shall each Investor and Permitted Transferee will agree to sell their shares and will have the right to sell all or a pro rata portion of Executive such Investor’s or Permitted Transferee’s Common Stock and surrender their stock options on the terms and conditions approved by set forth in the Board Approved Sale, and (iii) if the holders Approved Sale includes the sale, exchange, redemption, cancellation or other disposition of a majority securities convertible into or exchangeable for capital stock of the Company's Preferred Stock , or options, warrants or other rights to purchase such capital stock or securities, each Investor or Permitted Transferee will sell, exchange, redeem, agree to cancel or otherwise dispose of such securities or options, warrants or other rights on the terms and Common Stockconditions set forth in the Approved Sale. The holders of Executive Stock shall Each Investor and Permitted Transferee will take all necessary and desirable actions in connection with the consummation of an Approved Sale, including, without limitation, executing the applicable purchase agreement and joining in any indemnification in connection with the Approved Sale Sale; provided, that (i) indemnification with respect to obligations that relate specifically to a particular Investor or Permitted Transferee such as indemnification with respect to representations and warranties given by an Investor or Permitted Transferee regarding such Investor’s or Permitted Transferee’s title to or ownership of Securities shall be the sole responsibility of such Investor or Permitted Transferee, (ii) indemnification with respect to other obligations and representations shall be on a pro rata basis (based on the proportion of the Companytotal consideration received by all Investors and Permitted Transferees) and (iii) no Investor or Permitted Transferee will be required to agree to any liability under any indemnification obligation in connection with an Approved Sale in excess of the consideration received by such Investor or Permitted Transferee in such Approved Sale. In the case of indemnification for the matters contemplated to be shared on a pro rata basis as described above, each Investor and Permitted Transferee required to make indemnification payments in connection with any Approved Sale shall have a right to recover from the other Investors and Permitted Transferees to the extent that the amount required to be paid by such Investor or Permitted Transferee was disproportionate to the proportion of the total consideration received by all Investors and Permitted Transferees, compared to the consideration actually received by such Investor or Permitted Transferee. (b) The obligations of each of the holders of Executive Stock Investors and Permitted Transferees with respect to the an Approved Sale of the Company are subject to the satisfaction of the following conditionsconditions that: (i) upon the consummation of the Approved Sale, all of the holders of Investors and Permitted Transferees holding Common Stock shall will receive the same form and amount of consideration per share of Common Stock, or if any holders holder of Common Stock are is given an option as to the form and amount of consideration to be receivedreceived in respect of Common Stock, all holders shall Investors and Permitted Transferees holding Common Stock will be given the same option; option and (ii) all holders in the case of then currently exercisable rights a holder of any securities referred to acquire shares in clause (iii) of Common Stock shall be given an opportunity to either paragraph (a) above, (A) exercise (I) in the event such rights Securities are vested or by their terms become vested because of such Approved Sale, the holder shall receive in such Approved Sale, unless otherwise provided in the terms of any agreement or instrument governing or evidencing such security, either (x) the same securities or other property that such holder would have received if such holder had converted, exchanged or exercised such security immediately prior to such Approved Sale (after taking into account the consummation conversion, exchange or exercise price applying to such Security and any applicable tax obligations of the Approved Sale and participate holder in connection with such sale as holders conversion, exchange or exercise) or (y) a security convertible or exchangeable for, or option, warrant or right to purchase, capital stock or other securities of Common Stock a successor entity having substantially equivalent value, or (II) in the case where such securities are not vested, unless otherwise provided in the terms of any agreement or instrument governing or evidencing such security, such securities shall be cancelled, or (B) upon the consummation of the such securities shall remain outstanding following such Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rights. (c) If the Company Each Investor and Permitted Transferee acknowledges that its or the holders of the Company's securities enter into any negotiation his or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall at the request of the Company, appoint a "purchaser representative" (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the Company, the Company shall pay the fees of such purchaser representative. However, if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders of Executive Stock (if any) shall bear their pro-her pro rata share (based upon the number of all shares sold of Common Stock owned (or acquirable pursuant to options, warrants or other rights to purchase Common Stock, or securities convertible into or exchangeable for Common Stock) by each seller including the Investors and each other Executivesuch holder) of the costs aggregate proceeds of any sale of Executive Stock pursuant to an Approved Sale may be reduced by his or her pro rata share of transaction expenses related to the extent such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock on their own behalf shall not be considered costs of the transaction hereunderApproved Sale. (e) The provisions of this paragraph 6 shall terminate upon the completion of a Qualified Public Offering.

Sale of the Company. (aA) If the Board and the holders of a majority of the shares of Common Stock then outstanding approve a sale of all or substantially all of the Company's Preferred Stock and Common Stock approve assets determined on a Sale consolidated basis or a sale of all or substantially all of the Company Company's outstanding capital stock (the whether by merger, recapitalization, consolidation, reorganization, combination or otherwise) to any Independent Third Party or group of Independent Third Parties (collectively an "Approved Sale"), the holders each holder of Executive Stock shall will vote for, consent to and raise no objections against such Approved Sale. If the Approved Sale of the Company, and if the Approved Sale of the Company is structured as (i) a merger or consolidation, each holder of Executive Stock will waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) a sale of stock, the holders each holder of Executive Stock shall will agree to sell their all of his shares of Executive Stock and surrender their stock options rights to acquire shares of Executive Stock on the terms and conditions approved by the Board and the holders of a majority of the Company's Preferred Common Stock and Common Stockthen outstanding. The holders Each holder of Executive Stock shall will take all necessary and or desirable actions in connection with the consummation of the Approved Sale of as requested by the Company. (bB) The obligations of the holders of Executive Common Stock with respect to the Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all each holder of Common Stock will receive the same form of consideration and the same portion of the aggregate consideration that such holders of Common Stock shall receive would have received if such aggregate consideration had been distributed by the same form Company in complete liquidation pursuant to the rights and amount preferences set forth in the Company's Certificate of consideration per share of Common Stock, or Incorporation as in effect immediately prior to such Approved Sale; (ii) if any holders of a class of Common Stock are given an option as to the form and amount of consideration to be received, all holders shall each holder of such class of Common Stock will be given the same option; and (iiiii) all holders each holder of then currently exercisable rights to acquire shares of a class of Common Stock shall will be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share class of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rightsStock. (cC) If the Company or the holders of the Company's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall will, at the request of the Company, appoint a "purchaser representative" representative (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the Company, the Company shall will pay the fees of such purchaser representative. However, but if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, Company such holder shall will appoint another purchaser representative (reasonably acceptable to the Company)representative, and such holder shall will be responsible for the fees of the purchaser representative so appointed. (dD) Executive and the other holders of Executive Stock (if any) shall will bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executivesold) of the costs of any sale of Executive Stock pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock on their own behalf shall will not be considered costs of the transaction hereunder. (eE) The provisions of this paragraph 6 shall Paragraph 7 will terminate upon the completion of a Qualified Public Offeringthe initial public offering of the Common Stock.

Sale of the Company. (aA) If the Board and the holders of a majority of the shares of Common Stock then outstanding approve a sale of all or substantially all of the Company's Preferred Stock and Common Stock approve assets determined on a Sale consolidated basis or a sale of all or substantially all of the Company Company's outstanding capital stock (the whether by merger, recapitalization, consolidation, reorganization, combination or otherwise) to any Independent Third Party or group of Independent Third Parties (collectively an "Approved Sale"), the holders each holder of Executive Stock shall will vote for, consent to and raise no objections against such Approved Sale. If the Approved Sale of the Company, and if the Approved Sale of the Company is structured as (i) a merger or consolidation, each holder of Executive Stock will waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) a sale of stock, the holders each holder of Executive Stock shall will agree to sell their all of his shares of Executive Stock and surrender their stock options rights to acquire shares of Executive Stock on the terms and conditions approved by the Board and the holders of a majority of the Company's Preferred Common Stock and Common Stockthen outstanding. The holders Each holder of Executive Stock shall will take all necessary and or desirable actions in connection with the consummation of the Approved Sale of as requested by the Company. (bB) The obligations of the holders of Executive Common Stock with respect to the Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all each holder of Common Stock will receive the same form of consideration and the same portion of the aggregate consideration that such holders of Common Stock shall receive would have received if such aggregate consideration had been distributed by the same form Company in complete liquidation pursuant to the rights and amount preferences set forth in the Company's Certificate of consideration per share of Common Stock, or Incorporation as in effect immediately prior to such Approved Sale; (ii) if any holders of a class of Common Stock are given an option as to the form and amount of consideration to be received, all holders shall each holder of such class of Common Stock will be given the same option; and (iiiii) all holders each holder of then currently exercisable rights to acquire shares of a class of Common Stock shall will be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share class of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rightsStock. (cC) If the Company or the holders of the Company's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall will, at the request of the Company, appoint a "purchaser representative" representative (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the Company, the Company shall pay the fees of such purchaser representative. However, if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall be responsible for the fees of the purchaser representative so appointed.the (dD) Executive and the other holders of Executive Stock (if any) shall will bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executivesold) of the costs of any sale of Executive Stock pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock on their own behalf shall will not be considered costs of the transaction hereunder. (eE) The provisions of this paragraph Paragraph 6 shall will terminate upon the completion of a Qualified Public Offeringthe initial public offering of the Common Stock.