Common use of Sale of the Company Clause in Contracts

Sale of the Company. (a) Notwithstanding anything contained in this Agreement, prior to consummating any Sale where such Sale will not result in net proceeds to the holders of the Class B Preferred Units in an amount equal to or greater than the Class B Preferred Return Balance and Unrecovered Capital thereof (“Required Class B Amount”), the Sellers shall be required to give notice (“Possible Sale Notice”) to all Class B Preferred Members. Upon receipt of the Possible Sale Notice the Class B Preferred Members shall have the right (“Purchase Right”) to elect to purchase all (but not less than all) of (i) the Class C Preferred Units for an amount equal to the Class C Preferred Return Balance and Unrecovered Capital thereof, such amount determined as of the date of such consummation (the “Required Class C Amount”), (ii) the Class D Preferred Units, except for any Class D Preferred Unit held by any Class B Preferred Member at the time of the Possible Sale Notice, for an amount equal to the Class D Preferred Return Balance and Unrecovered Capital thereof, such amount determined as of the date of such consummation (the “Required Class D Amount”), (iii) the Class E Preferred Units, except for any Class E Preferred Unit held by any Class B Preferred Member at the time of the Possible Sale Notice, for an amount equal to the sum of (A) the Class E Preferred Return Balance, (B) the Unrecovered Capital thereof and (C) 50% of the Unrecovered Capital thereof, such amount determined as of the date of such consummation (the “Required Class E Amount”) and (iv) the Class F Preferred Units, except for any Class F Preferred Unit held by any Class B Preferred Member at the time of the Possible Sale Notice, for an amount equal to the Class F Liquidation Return Balance, such amount determined as of the date of such consummation (together with the Required Class C Amount, the Required Class D Amount and the Required Class E Amount, the “Required Amount”); provided that where a Sale will result in net proceeds to the holders of Class B Preferred Units in an amount equal to or greater than the Required Class B Amount, (i) the Sellers shall have no obligation to provide Class B Preferred Members with a Possible Sale Notice or the opportunity to exercise the Purchase Right, and (ii) each Class D Preferred Member, Class E Preferred Member and Class F Preferred Member subject to the Purchase Right set forth in this Section 11.2(a) (each, an “Applicable Preferred Member”), shall have no obligation to provide Class B Preferred Members with the opportunity to exercise the Purchase Right.

Sale of the Company. (a) Notwithstanding anything contained in this Agreement, prior to consummating any Upon the occurrence of a Sale where such Sale will not result in net proceeds to the holders of the Class B Preferred Company, all Time-Vesting Executive Incentive Units in an amount equal to or greater than the Class B Preferred Return Balance and Unrecovered Capital thereof (“Required Class B Amount”), the Sellers which have not yet become vested shall be required to give notice (“Possible Sale Notice”) to all Class B Preferred Members. Upon receipt of the Possible Sale Notice the Class B Preferred Members shall have the right (“Purchase Right”) to elect to purchase all (but not less than all) of (i) the Class C Preferred Units for an amount equal to the Class C Preferred Return Balance and Unrecovered Capital thereof, such amount determined become vested as of the date of consummation of such Sale of the Company, if, as of such date, Executive has been continuously employed by the Company or any of its Subsidiaries from the Reference Date through and including such date, subject to the provisions of this Section 2(c). Upon the occurrence of a Sale of the Company, any Performance-Vesting Executive Incentive Units (whether held by Executive or one or more of Executive’s transferees, other than the Company and the Investors) which fail to vest as result of such Sale of the Company will automatically (without any action by Executive or any of Executive’s transferees) be forfeited to the Company and deemed canceled and no longer outstanding without any payment therefor upon the consummation of such Sale of the Company. 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, Executive 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 “Required Class C AmountAcquiror”) reasonably requests that Executive continue to provide any services to the Acquiror, the Company, Employer or any of their respective Affiliates from and after the consummation of the Sale of the Company (whether as a full-time employee, consultant or otherwise) that are within the scope of services provided by Executive during the Employment Period in exchange for a base salary (or equivalent base compensation), bonus opportunity and fringe benefits (ii) the Class D Preferred Units, except for any Class D Preferred Unit held by any Class B Preferred Member at the time of the Possible Sale Notice, for an amount equal to the Class D Preferred Return Balance and Unrecovered Capital thereof, such amount determined as of the date of such consummation (the “Required Class D Amount”), (iii) the Class E Preferred Units, except for any Class E Preferred Unit held by any Class B Preferred Member at the time of the Possible Sale Notice, for an amount equal to the sum of (A) the Class E Preferred Return Balance, (B) the Unrecovered Capital thereof and (C) 50% of the Unrecovered Capital thereof, such amount determined as of the date of such consummation (the “Required Class E Amount”) and (iv) the Class F Preferred Units, except for any Class F Preferred Unit held by any Class B Preferred Member at the time of the Possible Sale Notice, for an amount equal to the Class F Liquidation Return Balance, such amount determined as of the date of such consummation (together with the Required Class C Amount, the Required Class D Amount and the Required Class E Amountcollectively, the “Required AmountPost-Sale Compensation”) that are no less favorable to Executive in the aggregate than the Annual Base Salary, bonus opportunity, and fringe benefits provided to Executive by Employer immediately prior to such Sale of the Company (excluding any equity or other incentive compensation); provided that where a Sale will result , then the Continuing Incentive Amount shall be handled as follows (in net proceeds lieu of being paid to Executive and/or Executive’s Permitted Transferee(s)): (i) if Executive declines to provide such requested services, the Continuing Incentive Amount shall be distributed pursuant to Section 4.1(a) of the LLC Agreement to the holders of Class B Preferred Capital Units in (excluding, for these purposes, all Restricted Units which are subject to an amount equal to or greater than the Required Class B Amountapplicable limitation), (iand, thereafter, neither Executive nor Executive’s Permitted Transferee(s) the Sellers shall have no obligation to provide Class B Preferred Members with any rights in respect of or other claims on such amounts (other than Executive’s status as a Possible Sale Notice or the opportunity to exercise the Purchase Right, and holder of Capital Units); or (ii) each Class D Preferred Memberif Executive agrees to provide such requested services, Class E Preferred Member the Continuing Incentive Amount shall be deposited into an escrow account with an escrow agent designated by the Company, and Class F Preferred Member subject the Continuing Incentive Amount shall be handled as follows: (A) if Executive 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 Executive’s Post-Sale Compensation below the Annual Base Salary, bonus opportunity, and fringe benefits provided to Executive by Employer immediately prior to such Sale of the Purchase Right set forth in this Section 11.2(aCompany (excluding any equity or other incentive compensation), (x) the date on which the Acquiror terminates such services (eachother than with Cause), an (y) Executive’s death or Disability, or (z) the nine (9)-month anniversary of the consummation of the Sale of the Company (the earliest of (w), (x), (y) and (z), the “Applicable Preferred MemberFinal Vesting Date”), then the Continuing Incentive Amount, together with any income earned thereon, shall be released to Executive and/or Executive’s Permitted Transferee(s), as applicable, within five (5) business days after the Final Vesting Date; or (B) if Executive 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 distributed as a Distribution under Section 4.1(a) of the LLC Agreement to the holders of Capital Units (excluding, for these purposes, all Restricted Units which are subject to an applicable limitation), and, thereafter, neither Executive nor Executive’s Permitted Transferee(s) shall have no obligation any rights in respect of or other claims on such amounts (other than Executive’s status as a holder of Capital Units). (iii) For purposes of this Agreement, “Continuing Incentive Amount” means 25% of all consideration to provide Class B Preferred Members which Executive and, to the extent necessary, Executive’s Permitted Transferee(s) are otherwise entitled in connection with such Sale of the opportunity to exercise Company in respect of the Purchase RightExecutive Incentive Units.

Sale of the Company. (a) Notwithstanding anything contained in this Agreement, prior to consummating any Upon the occurrence of a Sale where such Sale will not result in net proceeds to the holders of the Class B Preferred Company, all Incentive Units in an amount equal to or greater than the Class B Preferred Return Balance and Unrecovered Capital thereof (“Required Class B Amount”), the Sellers Phantom Units which have not yet become vested shall be required to give notice (“Possible Sale Notice”) to all Class B Preferred Members. Upon receipt of the Possible Sale Notice the Class B Preferred Members shall have the right (“Purchase Right”) to elect to purchase all (but not less than all) of (i) the Class C Preferred Units for an amount equal to the Class C Preferred Return Balance and Unrecovered Capital thereof, such amount determined become vested as of the date of consummation of such consummation 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 the date that is six months prior to such Sale of the Company, 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 “Required Class C AmountAcquiror”)) reasonably requests that Employee continue to provide any reasonable services to the Acquiror, (ii) the Class D Preferred UnitsCompany, except for Employer or any Class D Preferred Unit held by any Class B Preferred Member at of their respective Affiliates from and after the time consummation of the Possible Sale Notice, for an amount equal to the Class D Preferred Return Balance and Unrecovered Capital thereof, such amount determined as of the date Company (whether as a full-time employee, consultant or otherwise) that are within the scope of such consummation services provided by Employee during the period of Employee’s employment with the Company or any of its Subsidiaries (the “Required Class D Amount”), (iii) the Class E Preferred Units, except for any Class E Preferred Unit held by any Class B Preferred Member at the time of the Possible Sale Notice, for an amount equal to the sum of (A) the Class E Preferred Return Balance, (B) the Unrecovered Capital thereof and (C) 50% of the Unrecovered Capital thereof, such amount determined as of the date of such consummation (the “Required Class E AmountEmployment Period”) and that are from a primary work location no more than thirty (iv30) miles from the Class F Preferred UnitsCompany’s Effective Date headquarters in Chicago, except Illinois, in exchange for any Class F Preferred Unit held by any Class B Preferred Member at the time of the Possible Sale Noticea base salary (or equivalent base compensation), for an amount equal to the Class F Liquidation Return Balance, such amount determined as of the date of such consummation bonus opportunity and welfare and fringe benefits (together with the Required Class C Amount, the Required Class D Amount and the Required Class E Amountcollectively, the “Required AmountPost-Sale Compensation”) that are no less favorable to Employee in the aggregate than 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); provided that where a Sale will result , then the Continuing Incentive Amount shall be handled as follows (in net proceeds lieu of being paid to Employee and/or his Permitted Transferee(s)): (i) if Employee declines to provide such requested services, the Continuing Incentive Amount shall be paid to the holders of Class B Preferred Incentive Units in an amount equal as of immediately prior to or greater than the Required consummation of such Sale of the Company (pro rata among such holders based on the number of Class B AmountIncentive Units then owned by each such holder), (iand, thereafter, neither Employee nor his Permitted Transferee(s) the Sellers shall have no obligation to provide Class B Preferred Members with any rights in respect of or other claims on such amounts (other than his status as a Possible Sale Notice or the opportunity to exercise the Purchase Right, and holder of Units); or (ii) each Class D Preferred Memberif Employee agrees to provide such requested services, Class E Preferred Member the Continuing Incentive Amount shall be deposited into an escrow account with an escrow agent designated by the Company, and Class F Preferred Member subject 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 (v) 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 Purchase Right set forth Company (excluding any equity or other equity-based incentive compensation), (w) the date on which the Acquiror terminates such services (other than with Cause, as defined in this Section 11.2(athe Employment Agreement), (x) Employee’s death or Disability, (eachy) the date on which the Employee resigns due to a forced relocation of his primary location of work to move more than thirty (30) miles from the Company’s Effective Date headquarters in Chicago, an Illinois; and (z) the first anniversary of the consummation of the Sale of the Company (the earliest of (v), (w), (x), (y) and (z), the “Applicable Preferred MemberFinal Vesting Date”), then the Continuing Incentive Amount, together with any income earned thereon, shall be released to Employee and/or his Permitted Transferee(s), as applicable, within five (5) business days after the 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 Sale of the Company (pro rata among such holders based on the number of Class B Incentive Units then owned by each such holder), and, thereafter, neither Employee nor his Permitted Transferee(s) shall have no obligation any rights in respect of or other claims on such amounts (other than his status as a holder of Units). (iii) For purposes of this Agreement, “Continuing Incentive Amount” means all consideration to provide Class B Preferred Members which Employee and, to the extent necessary, his Permitted Transferee(s) are otherwise entitled in connection with such Sale of the opportunity Company in respect of 10% of the Incentive 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 exercise the Purchase Rightvesting acceleration described in the first sentence of Section 2(b).

Sale of the Company. (a) Notwithstanding anything contained If after receipt by iXL of a bona fide ------------------- offer (for the purposes of this Section 2.3, the "Offer") from a third party or ----- parties (other than an Affiliate of iXL, a stockholder of iXL on the date hereof or any Affiliate thereof) (the "Buyer") to purchase 80% or more of the Company, ----- either directly or indirectly, in this Agreementone or a series of related transactions, prior including, without limitation, by stock purchase, recapitalization, merger, combination, consolidation, asset sale or otherwise (each, an "Organic Change"), -------------- and such Organic Change has been approved by the Board then, if requested by iXL, each Stockholder shall take all steps as iXL may deem to consummating any Sale where be reasonably necessary or desirable to consummate such Sale will not result transaction, including, without limitation, (i) voting such Stockholder's Stock in net proceeds favor of such transaction - (ii) transferring, upon receipt of the purchase price therefor, all of such -- Stockholder's Stock to the holders Buyer, or , in the event iXL is Transferring less than all, then such Stockholder's pro rata share, free and clear of the Class B Preferred Units in an amount equal to all security interests, liens, claims or greater encumbrances, (iii) execute and deliver any --- agreement being executed and delivered by iXL (or no less favorable agreement than the Class B Preferred Return Balance one being signed by iXL) containing such representations and Unrecovered Capital thereof warranties (“Required Class B Amount”)or, at the Sellers option of such Stockholder, indemnities in respect of representations and warranties and representations and warranties relating exclusively to such Stockholder's ownership and title to its shares of Common Stock and the ability of such Stockholder to participate in such sale) and other terms as iXL may deem to be reasonably necessary or desirable to consummate such transaction, provided, however, that no Stockholder shall be required to give notice (“Possible Sale Notice”) to all Class B Preferred Members. Upon receipt provide indemnification, in the aggregate, in an amount that is in excess of either its pro rata portion of the Possible Sale Notice related liability or the Class B Preferred Members shall have purchase price received by such Stockholder in such sale, except in the right (“Purchase Right”) to elect to purchase all (but not less than all) of (i) the Class C Preferred Units for an amount equal to the Class C Preferred Return Balance and Unrecovered Capital thereof, such amount determined as of the date case of such consummation (the “Required Class C Amount”), (ii) the Class D Preferred Units, except for any Class D Preferred Unit held by any Class B Preferred Member at the time of the Possible Sale Notice, for an amount equal to the Class D Preferred Return Balance and Unrecovered Capital thereof, such amount determined as of the date of such consummation (the “Required Class D Amount”), (iii) the Class E Preferred Units, except for any Class E Preferred Unit held by any Class B Preferred Member at the time of the Possible Sale Notice, for an amount equal to the sum of (A) the Class E Preferred Return Balance, (B) the Unrecovered Capital thereof and (C) 50% of the Unrecovered Capital thereof, such amount determined as of the date of such consummation (the “Required Class E Amount”) Stockholder's fraudulent acts and (iv) executing and delivering such instruments of conveyance -- and assignment as iXL may deem to be reasonably necessary or desirable to consummate such transaction. Subject to Section 2.3(b) below, the Class F terms of such transaction, including, without limitation, the purchase price per share of Common Stock, shall be the same for iXL as for each Stockholder, provided that each holder of Preferred UnitsStock, except for hereby agrees that, if requested by iXL, such holder shall convert its shares of Preferred Stock into Common Stock prior to any Class F Preferred Unit such Organic Change pursuant to Section 4(a) of the applicable Certificate of Designations. (b) Notwithstanding the foregoing, iXL's and the Company's rights under Section 2.3(a) with respect to any shares of Stock held by any Class B Preferred Member at the time of the Possible Sale Notice, for an amount equal to GE Investors shall not be applicable except in the Class F Liquidation Return Balance, such amount determined as of the date of such consummation (together with the Required Class C Amount, the Required Class D Amount and the Required Class E Amount, the “Required Amount”); provided that where a Sale will result in net proceeds to the holders of Class B Preferred Units in an amount equal to or greater than the Required Class B Amount, (i) the Sellers shall have no obligation to provide Class B Preferred Members with a Possible Sale Notice or the opportunity to exercise the Purchase Rightcircumstances, and (ii) each Class D Preferred Member, Class E Preferred Member and Class F Preferred Member subject to the Purchase Right terms and conditions, set forth in this Section 11.2(a2(c) (eachof the Investors Agreement and, an “Applicable Preferred Member”), shall have no obligation to provide Class B Preferred Members with in the opportunity to exercise event the Purchase Right.transaction under

Sale of the Company. (a) Notwithstanding anything contained in this Agreement, prior to consummating any Upon the occurrence of a Sale where such Sale will not result in net proceeds to the holders of the Class B Preferred Company, all Time-Vesting Executive Incentive Units in an amount equal to or greater than the Class B Preferred Return Balance and Unrecovered Capital thereof (“Required Class B Amount”), the Sellers which have not yet become vested shall be required to give notice (“Possible Sale Notice”) to all Class B Preferred Members. Upon receipt of the Possible Sale Notice the Class B Preferred Members shall have the right (“Purchase Right”) to elect to purchase all (but not less than all) of (i) the Class C Preferred Units for an amount equal to the Class C Preferred Return Balance and Unrecovered Capital thereof, such amount determined become vested as of the date of consummation of such Sale of the Company, if, as of such date, Executive has been continuously employed by the Company or any of its Subsidiaries from the Reference Date through and including such date, subject to the provisions of this Section 2(c). Upon the occurrence of a Sale of the Company, any Performance-Vesting Executive Incentive Units (whether held by Executive or one or more of Executive’s transferees, other than the Company and the Investors) which fail to vest as result of such Sale of the Company will automatically (without any action by Executive or any of Executive’s transferees) be forfeited to the Company and deemed canceled and no longer outstanding without any payment therefor upon the consummation of such Sale of the Company. 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, Executive 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 “Required Class C AmountAcquiror”) reasonably requests that Executive continue to provide any services to the Acquiror, the Company, Employer or any of their respective Affiliates from and after the consummation of the Sale of the Company (whether as a full-time employee, consultant or otherwise) that are within the scope of services provided by Executive during the Employment Period in exchange for a base salary (or equivalent base compensation), bonus opportunity and fringe benefits (ii) the Class D Preferred Units, except for any Class D Preferred Unit held by any Class B Preferred Member at the time of the Possible Sale Notice, for an amount equal to the Class D Preferred Return Balance and Unrecovered Capital thereof, such amount determined as of the date of such consummation (the “Required Class D Amount”), (iii) the Class E Preferred Units, except for any Class E Preferred Unit held by any Class B Preferred Member at the time of the Possible Sale Notice, for an amount equal to the sum of (A) the Class E Preferred Return Balance, (B) the Unrecovered Capital thereof and (C) 50% of the Unrecovered Capital thereof, such amount determined as of the date of such consummation (the “Required Class E Amount”) and (iv) the Class F Preferred Units, except for any Class F Preferred Unit held by any Class B Preferred Member at the time of the Possible Sale Notice, for an amount equal to the Class F Liquidation Return Balance, such amount determined as of the date of such consummation (together with the Required Class C Amount, the Required Class D Amount and the Required Class E Amountcollectively, the “Required AmountPost-Sale Compensation”) that are no less favorable to Executive in the aggregate than the Annual Base Salary, bonus opportunity, and fringe benefits provided to Executive by Employer immediately prior to such Sale of the Company (excluding any equity or other incentive compensation); provided that where a Sale will result , then the Continuing Incentive Amount shall be handled as follows (in net proceeds lieu of being paid to Executive and/or Executive’s Permitted Transferee(s)): (i) if Executive declines to provide such requested services, the Continuing Incentive Amount shall be distributed pursuant to Section 4.1(a) of the LLC Agreement to the holders of Class B Preferred Units in (excluding, for these purposes, all Restricted Units which are subject to an amount equal to or greater than the Required Class B Amountapplicable limitation), (iand, thereafter, neither Executive nor Executive’s Permitted Transferee(s) the Sellers shall have no obligation to provide Class B Preferred Members with a Possible Sale Notice any rights in respect of or the opportunity to exercise the Purchase Right, and other claims on such amounts; or (ii) each Class D Preferred Memberif Executive agrees to provide such requested services, Class E Preferred Member the Continuing Incentive Amount shall be held back by the Investor (or its designee) or deposited into an escrow account with an escrow agent designated by the Company, and Class F Preferred Member subject the Continuing Incentive Amount shall be handled as follows: (A) if Executive 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 Executive’s Post-Sale Compensation below the Annual Base Salary, bonus opportunity, and fringe benefits provided to Executive by Employer immediately prior to such Sale of the Purchase Right set forth in this Section 11.2(aCompany (excluding any equity or other incentive compensation), (x) the date on which the Acquiror terminates such services (eachother than with Cause), an (y) Executive’s death or Disability, or (z) the 12-month anniversary of the consummation of the Sale of the Company (the earliest of (w), (x), (y) and (z), the “Applicable Preferred MemberFinal Vesting Date”), then the Continuing Incentive Amount, together with any income earned thereon, shall be released to Executive and/or her Permitted Transferee(s), as applicable, within five business days after the Final Vesting Date; or (B) if Executive 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 distributed as a Distribution under Section 4.1(a) of the LLC Agreement to the holders of Units (excluding, for these purposes, all Restricted Units which are subject to an applicable limitation), and, thereafter, neither Executive nor her Permitted Transferee(s) shall have no obligation any rights in respect of or other claims on such amounts. (iii) For purposes of this Agreement, “Continuing Incentive Amount” means 25% of all consideration to provide Class B Preferred Members which Executive and, to the extent necessary, Executive’s Permitted Transferee(s), are otherwise entitled in connection with such Sale of the opportunity to exercise Company in respect of the Purchase RightExecutive Incentive Units.

Sale of the Company. (a) Notwithstanding anything contained in In the event of a Sale of the Company, at the Holder’s election, (i) this AgreementNote, including all interest accrued and unpaid hereunder (plus the prepayment penalty pursuant to Section 3 hereof, if the Sale of the Company occurs prior to consummating any a Non-IPO Equity Financing or IPO Equity Financing) shall become due and payable immediately prior to the consummation of the Sale where such of the Company or (ii) immediately prior to the consummation of the Sale will not result in net proceeds of the Company, the principal amount then outstanding under this Note together with all accrued but unpaid interest thereon (the “Sale Conversion Amount”) shall be automatically converted into that number of fully paid and nonassessable shares of the Borrower’s Common Stock as is equal to the Sale Conversion Amount, divided by the per share price to be received by the holders of the Class B Preferred Units Borrower’s Common Stock in an amount equal the Sale of the Company (the “Sale Consideration”). (b) Written notice of a Sale of the Company shall be delivered to or greater than the Class B Preferred Return Balance and Unrecovered Capital thereof Holder at least fifteen (15) days in advance of the anticipated closing date of such Sale of the Company (the “Required Class B AmountSale Date”), at the Sellers shall be required to give address for notice (“Possible Sale Notice”) to all Class B Preferred Members. Upon receipt set forth in the manner below, notifying the Holder of the Possible Sale Notice of the Class B Preferred Members shall have the right (“Purchase Right”) to elect to purchase all (but not less than all) of Company, including specifying (i) the Class C Preferred Units for an amount equal Sale Consideration to the Class C Preferred Return Balance and Unrecovered Capital thereofextent available and, if the final Sale Consideration is not available, the anticipated range for such amount determined as Sale Consideration, (ii) a definitive term sheet setting forth the anticipated terms of the date Sale of such the Company, and (iii) the anticipated Sale Date. As soon as feasible but in no event less than five (5) business days in advance of the anticipated Sale Date, Borrower shall deliver to Holder, at the address for notice set forth below, definitive (or, if definitive documents do not then exist, substantially final drafts of the) definitive documents for the Sale of the Company. At least two (2) business days prior to the anticipated Sale Date, the Holder shall provide the Borrower with notice of its election under Section 8(a). (c) If the Holder elects (i) in Section 8(a), then the aggregate amount payable under (i) above shall be paid to the Holder upon the consummation of the Sale of the Company. If the Holder elects (ii) in Section 8(a), then this Note shall automatically convert on the Sale Date without any further action by the Holder hereof and the Holder shall receive the Sale Consideration for the shares into which the Note has converted. (d) As used herein, “Required Class C Amount”)Sale of the Company” means (i) any sale, transfer or other disposition to another company of all or substantially all of the Borrower’s assets, (ii) the Class D Preferred Units, except for any Class D Preferred Unit held by any Class B Preferred Member at the time sale of shares of the Possible Sale Notice, for an amount equal to the Class D Preferred Return Balance and Unrecovered Capital thereof, such amount determined as of the date of such consummation (the “Required Class D Amount”), (iii) the Class E Preferred Units, except for any Class E Preferred Unit held by any Class B Preferred Member at the time of the Possible Sale Notice, for an amount equal to the sum of (A) the Class E Preferred Return Balance, (B) the Unrecovered Capital thereof and (C) Borrower resulting in more than 50% of the Unrecovered Capital thereof, such amount determined as voting power of the date Borrower or of the surviving entity being vested in persons other than the persons who own 50% or more of the voting power of the Borrower immediately prior to the effectiveness of such consummation transaction, or (the “Required Class E Amount”iii) and (iv) the Class F Preferred Units, except for any Class F Preferred Unit held by any Class B Preferred Member at the time a merger or consolidation of the Possible Sale Notice, for an amount equal Borrower resulting in more than 50% of the voting power of the Borrower or of the surviving entity being vested in persons other than the persons who own 50% or more of the voting power of the Borrower immediately prior to the Class F Liquidation Return Balance, such amount determined as of the date effectiveness of such consummation (together with the Required Class C Amount, the Required Class D Amount and the Required Class E Amount, the “Required Amount”); provided that where a Sale will result in net proceeds to the holders of Class B Preferred Units in an amount equal to or greater than the Required Class B Amount, (i) the Sellers shall have no obligation to provide Class B Preferred Members with a Possible Sale Notice or the opportunity to exercise the Purchase Right, and (ii) each Class D Preferred Member, Class E Preferred Member and Class F Preferred Member subject to the Purchase Right set forth in this Section 11.2(a) (each, an “Applicable Preferred Member”), shall have no obligation to provide Class B Preferred Members with the opportunity to exercise the Purchase Righttransaction.

Sale of the Company. Upon and subject to the occurrence of a 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,: (ai) Notwithstanding anything contained 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 stock or assets solely for consideration other than stock of the acquiror, and the Grantee agrees in writing to the restrictions set forth in the following sentence, all Restricted Shares held by the Grantee or any Permitted Transferee shall be deemed fully vested as of the consummation of the 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 consummating the next date on which all or any Sale where such Sale will not result in net proceeds portion of the Restricted Shares would have vested pursuant to the holders terms of this Agreement without regard to the Class B Preferred Units in an amount equal to or greater than the Class B Preferred Return Balance provisions of this Section 3(d)(ii) (such date and Unrecovered Capital thereof (each such date thereafter, a “Required Class B AmountVesting Date”), that portion of the Sellers Acceleration Proceeds that is attributable to Restricted Shares that would have vested on such Vesting Date shall be required paid or delivered to give notice the Grantee on such Vesting Date, (“Possible B) if there shall occur a Termination Event after such Sale Notice”) to all Class B Preferred Members. Upon receipt Event which is by the Company without Cause or by the Grantee for Good Reason, any remaining portion of the Possible Sale Notice Acceleration Proceeds shall be paid or delivered to the Class B Preferred Members Grantee within ten (10) days of such Termination Event and (C) if there shall have occur a Termination Event by the right Company for Cause, by the Grantee without Good Reason or by reason of death or disability (“Purchase Right”) to elect to purchase all (but not less than allas defined in Section 422(c) of (i) the Class C Preferred Units for an amount equal to Code), no additional Acceleration Proceeds shall paid or delivered the Class C Preferred Return Balance and Unrecovered Capital thereof, such amount determined as of Grantee after the date of such consummation (Termination Event. If the “Required Class C Amount”)Grantee does not agree in writing to the restrictions in the preceding sentence, (ii) the Class D Preferred Units, except for any Class D Preferred Unit Sale Event shall have the same effect as a Termination Event with respect to the Restricted Shares then held by any Class B Preferred Member at the time of the Possible Sale Notice, for an amount equal to the Class D Preferred Return Balance and Unrecovered Capital thereof, such amount determined as of the date of such consummation (the “Required Class D Amount”), Grantee. (iii) if the Class E Preferred Units, except for any Class E Preferred Unit held by any Class B Preferred Member at the time of the Possible Sale Notice, for an amount equal to the sum of Event involves partly (A) the Class E Preferred Return Balance, cash or consideration other than stock and (B) the Unrecovered Capital thereof and (C) 50% of the Unrecovered Capital thereof, such amount determined as of the date of such consummation (the “Required Class E Amount”) and (iv) the Class F Preferred Units, except for any Class F Preferred Unit held by any Class B Preferred Member at the time of the Possible Sale Notice, for an amount equal to the Class F Liquidation Return Balance, such amount determined as of the date of such consummation (together with the Required Class C Amountstock consideration, the Required Class D Amount and the Required Class E Amount, the “Required Amount”); provided that where a Sale will result in net proceeds to the holders provisions of Class B Preferred Units in an amount equal to or greater than the Required Class B Amount, subparagraphs (i) the Sellers shall have no obligation to provide Class B Preferred Members with a Possible Sale Notice or the opportunity to exercise the Purchase Right, and (ii) each Class D Preferred Member, Class E Preferred Member and Class F Preferred Member subject above shall be applied on a pro rata basis in proportion to the Purchase Right set forth consideration offered in this Section 11.2(a) (each, an “Applicable Preferred Member”), the Sale Event. The Company shall have no obligation the right, exercisable in its discretion in connection with any Sale Event or otherwise, to provide Class B Preferred Members with the opportunity to exercise the Purchase Rightaccelerate vesting.

Sale of the Company. (a) Notwithstanding anything contained in this Agreement, prior to consummating any Sale where such Sale will not result in net proceeds Upon and subject to the holders occurrence of the Class B Preferred Units in an amount equal to or greater than the Class B Preferred Return Balance and Unrecovered Capital thereof (“Required Class B Amount”)a Sale Event, the Sellers vesting of each tranche of Shares listed above in Section 1 under the definition of Restricted Shares shall be required accelerate by one year. Subject to give notice (“Possible Sale Notice”) to all Class B Preferred Members. Upon receipt of the Possible Sale Notice the Class B Preferred Members shall have the right (“Purchase Right”) to elect to purchase all (but not less than all) of foregoing, if: (i) the Class C Preferred Units Sale Event involves an exchange of stock of the Company solely for an amount equal 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 Class C Preferred Return Balance 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 stock or assets solely for consideration other than stock of the acquiror, and Unrecovered Capital thereofthe Grantee agrees in writing to the restrictions set forth in the following sentence, such amount determined all Restricted Shares held by the Grantee or any Permitted Transferee shall be deemed fully vested as of the consummation of the 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 Restricted Shares would have vested pursuant to the terms of this Agreement without regard to the provisions of this Section 3(d)(ii) (such date and each such date thereafter, a “Vesting Date”), that portion of the 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 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 consummation (Termination Event. If the “Required Class C Amount”)Grantee does not agree in writing to the restrictions in the preceding sentence, (ii) the Class D Preferred Units, except for any Class D Preferred Unit Sale Event shall have the same effect as a Termination Event with respect to the Restricted Shares then held by any Class B Preferred Member at the time of the Possible Sale Notice, for an amount equal to the Class D Preferred Return Balance and Unrecovered Capital thereof, such amount determined as of the date of such consummation (the “Required Class D Amount”), Grantee. (iii) if the Class E Preferred Units, except for any Class E Preferred Unit held by any Class B Preferred Member at the time of the Possible Sale Notice, for an amount equal to the sum of Event involves partly (A) the Class E Preferred Return Balance, cash or consideration other than stock and (B) the Unrecovered Capital thereof and (C) 50% of the Unrecovered Capital thereof, such amount determined as of the date of such consummation (the “Required Class E Amount”) and (iv) the Class F Preferred Units, except for any Class F Preferred Unit held by any Class B Preferred Member at the time of the Possible Sale Notice, for an amount equal to the Class F Liquidation Return Balance, such amount determined as of the date of such consummation (together with the Required Class C Amountstock consideration, the Required Class D Amount and the Required Class E Amount, the “Required Amount”); provided that where a Sale will result in net proceeds to the holders provisions of Class B Preferred Units in an amount equal to or greater than the Required Class B Amount, subparagraphs (i) the Sellers shall have no obligation to provide Class B Preferred Members with a Possible Sale Notice or the opportunity to exercise the Purchase Right, and (ii) each Class D Preferred Member, Class E Preferred Member and Class F Preferred Member subject above shall be applied on a pro rata basis in proportion to the Purchase Right set forth consideration offered in this Section 11.2(a) (each, an “Applicable Preferred Member”), the Sale Event. The Company shall have no obligation the right, exercisable in its discretion in connection with any Sale Event or otherwise, to provide Class B Preferred Members with the opportunity to exercise the Purchase Rightaccelerate vesting.

Sale of the Company. (a) Notwithstanding anything contained in this Agreement, prior to consummating any Upon the occurrence of a Sale where such Sale will not result in net proceeds to the holders of the Class B Preferred Company, all Time-Vesting Executive Incentive Units in an amount equal to or greater than the Class B Preferred Return Balance and Unrecovered Capital thereof (“Required Class B Amount”), the Sellers which have not yet become vested shall be required to give notice (“Possible Sale Notice”) to all Class B Preferred Members. Upon receipt of the Possible Sale Notice the Class B Preferred Members shall have the right (“Purchase Right”) to elect to purchase all (but not less than all) of (i) the Class C Preferred Units for an amount equal to the Class C Preferred Return Balance and Unrecovered Capital thereof, such amount determined become vested as of the date of consummation of such Sale of the Company, if, as of such date, Executive has been continuously employed by the Company or any of its Subsidiaries from the Reference Date through and including such date, subject to the provisions of this Section 2(c). Upon the occurrence of a Sale of the Company, any Performance-Vesting Executive Incentive Units (whether held by Executive or one or more of Executive’s transferees, other than the Company and the Investors) which fail to vest as result of such Sale of the Company will automatically (without an action by Executive or any of Executive’s transferees) be forfeited to the Company and deemed canceled and no longer outstanding without any payment therefor upon the consummation of such Sale of the Company. 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, Executive 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 “Required Class C AmountAcquiror”) reasonably requests that Executive continue to provide any services to the Acquiror, the Company, Employer or any of their respective Affiliates from and after the consummation of the Sale of the Company (whether as a full-time employee, consultant or otherwise) that are within the scope of services provided by Executive during the Employment Period in exchange for a base salary (or equivalent base compensation), bonus opportunity and fringe benefits (ii) the Class D Preferred Units, except for any Class D Preferred Unit held by any Class B Preferred Member at the time of the Possible Sale Notice, for an amount equal to the Class D Preferred Return Balance and Unrecovered Capital thereof, such amount determined as of the date of such consummation (the “Required Class D Amount”), (iii) the Class E Preferred Units, except for any Class E Preferred Unit held by any Class B Preferred Member at the time of the Possible Sale Notice, for an amount equal to the sum of (A) the Class E Preferred Return Balance, (B) the Unrecovered Capital thereof and (C) 50% of the Unrecovered Capital thereof, such amount determined as of the date of such consummation (the “Required Class E Amount”) and (iv) the Class F Preferred Units, except for any Class F Preferred Unit held by any Class B Preferred Member at the time of the Possible Sale Notice, for an amount equal to the Class F Liquidation Return Balance, such amount determined as of the date of such consummation (together with the Required Class C Amount, the Required Class D Amount and the Required Class E Amountcollectively, the “Required AmountPost-Sale Compensation”) that are no less favorable to Executive in the aggregate than the Annual Base Salary, bonus opportunity, and fringe benefits provided to Executive by Employer immediately prior to such Sale of the Company (excluding any equity or other incentive compensation); provided that where a Sale will result , then the Continuing Incentive Amount shall be handled as follows (in net proceeds lieu of being paid to Executive and/or Executive’s Permitted Transferee(s)): (i) if Executive declines to provide such requested services, the Continuing Incentive Amount shall be distributed pursuant to Section 4.1(a) of the LLC Agreement to the holders of Class B Preferred Capital Units in (excluding, for these purposes, all Restricted Units which are subject to an amount equal to or greater than the Required Class B Amountapplicable limitation), (iand, thereafter, neither Executive nor Executive’s Permitted Transferee(s) the Sellers shall have no obligation to provide Class B Preferred Members with any rights in respect of or other claims on such amounts (other than Executive’s status as a Possible Sale Notice or the opportunity to exercise the Purchase Right, and holder of Capital Units); or (ii) each Class D Preferred Memberif Executive agrees to provide such requested services, Class E Preferred Member the Continuing Incentive Amount shall be deposited into an escrow account with an escrow agent designated by the Company, and Class F Preferred Member subject the Continuing Incentive Amount shall be handled as follows: (A) if Executive 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 Executive’s Post-Sale Compensation below the Annual Base Salary, bonus opportunity, and fringe benefits provided to Executive by Employer immediately prior to such Sale of the Purchase Right set forth in this Section 11.2(aCompany (excluding any equity or other incentive compensation), (x) [ILLEGIBLE] date on which the Acquiror terminates such services (eachother than with Cause), an (y) Executive’s death or Disability, or (z) the nine (9)-month anniversary of the consummation of the Sale of the Company (the earliest of (w), (x), (y) and (z), the “Applicable Preferred MemberFinal Vesting Date”), then the Continuing Incentive Amount, together with any income earned thereon, shall have no obligation be released to provide Class B Preferred Members with Executive and/or Executive’s Permitted Transferee(s), as applicable, within five (5) business days after the opportunity to exercise the Purchase Right.Final Vesting Date; or

Sale of the Company. (a) Notwithstanding anything contained in this Agreement, prior to consummating any Sale where such Sale will not result in net proceeds to From and after the holders fifth (5/th/) anniversary of the Class B Preferred Units in an amount equal to or greater than Purchase Agreement Closing Date, the Class B Preferred Return Balance and Unrecovered Capital thereof Majority JWC III Holders and/or the Majority Halifax Holders, as the case may be (“Required Class B Amount”each, a "Selling Holder"), the Sellers shall be required to give notice (“Possible Sale Notice”) to all Class B Preferred Members. Upon receipt of the Possible Sale Notice the Class B Preferred Members shall have the right (“Purchase the "Demand Sale Right”") to elect cause the Company to purchase all consummate a transaction constituting a Sale of the Company, which Demand Sale Right shall be exercisable during the 30-day period commencing on each such anniversary by giving written notice (but the "Demand Sale Notice") to the Representative of the other party (the "Non-Exercising Holder"). (b) As soon as practicable, the Selling Holder and the Non-Exercising Holder shall cooperate in good faith to mutually agree upon whether or not less than allthe consummation of the proposed Sale of the Company would result in the receipt by the Non-Exercising Holder of an IRR (the "Anticipated IRR") of at least 25%. If, within 30 days after the date the Demand Sale Notice was given (the "Initial Valuation Period"), the Selling Holder and the Non-Exercising Holder are unable to mutually agree upon whether or not the Anticipated IRR would equal at least 25%, they shall jointly select one Independent Financial Expert to establish the Company valuation based on a per share price for the Common Stock Equivalents equal to the Fair Market Value (as defined in clause (c) below); provided, however, that in the event that the Selling Holder and the Non-Exercising Holder are unable to agree upon the selection of one Independent Financial Expert within 5 days following the Initial Valuation Period, each of the Selling Holder and the Non-Exercising Holder shall have the right to eliminate two of the firms listed on Exhibit C attached hereto until there is only one remaining firm on Exhibit C, which shall be the Independent Financial Expert for purposes of establishing such Company valuation. The Independent Financial Expert shall deliver to each of the Selling Holder and the Non-Exercising Holder a written opinion of its determination of the Company valuation within 20 days following the Initial Valuation Period, or such other time as the Selling Holder and the Non-Exercising Holder may mutually agree. The written opinion of the Independent Financial Expert shall be conclusive and binding upon the parties. The fees of the Independent Financial Expert shall be borne by the Company. For purposes of this Agreement, the "Final Company Valuation" shall be either (i) the Class C Preferred Units for an amount equal to Company valuation mutually agreed upon by the Class C Preferred Return Balance Selling Holder and Unrecovered Capital thereof, such amount determined as of the date of such consummation (the “Required Class C Amount”), Non-Exercising Holder or (ii) if the Class D Preferred UnitsSelling Holder and the Non-Exercising Holder are unable to mutually agree upon the Company valuation, except for any Class D Preferred Unit held the Company valuation set forth in the written opinion delivered by any Class B Preferred Member at the time of the Possible Sale Notice, for an amount equal Independent Financial Expert pursuant to the Class D Preferred Return Balance and Unrecovered Capital thereof, such amount determined as of the date of such consummation this clause (the “Required Class D Amount”b), (iii) and the Class E Preferred Units, except for any Class E Preferred Unit held by any Class B Preferred Member at the time of the Possible Sale Notice, for an amount equal to the sum of "Final Valuation Date" shall be either (A) the Class E Preferred Return Balance, date on which the Selling Holder and the Non-Exercising Holder mutually agree upon the Company valuation or (B) in the Unrecovered Capital thereof event that the Selling Holder and (C) 50% of the Unrecovered Capital thereofNon-Exercising Holder are unable to agree upon the Company valuation, such amount determined as of the date of such consummation on which the Independent Financial Expert delivers its written opinion pursuant to this clause (the “Required Class E Amount”) and (iv) the Class F Preferred Units, except for any Class F Preferred Unit held by any Class B Preferred Member at the time of the Possible Sale Notice, for an amount equal to the Class F Liquidation Return Balance, such amount determined as of the date of such consummation (together with the Required Class C Amount, the Required Class D Amount and the Required Class E Amount, the “Required Amount”b); provided that where a Sale will result in net proceeds to the holders of Class B Preferred Units in an amount equal to or greater than the Required Class B Amount, (i) the Sellers shall have no obligation to provide Class B Preferred Members with a Possible Sale Notice or the opportunity to exercise the Purchase Right, and (ii) each Class D Preferred Member, Class E Preferred Member and Class F Preferred Member subject to the Purchase Right set forth in this Section 11.2(a) (each, an “Applicable Preferred Member”), shall have no obligation to provide Class B Preferred Members with the opportunity to exercise the Purchase Right.

Sale of the Company. (a) Notwithstanding anything contained in this Agreement, prior to consummating any Upon the occurrence of a Sale where such Sale will not result in net proceeds to the holders of the Class B Preferred Company, all Incentive Units in an amount equal to or greater than the Class B Preferred Return Balance and Unrecovered Capital thereof (“Required Class B Amount”), the Sellers which have not yet become vested shall be required to give notice (“Possible Sale Notice”) to all Class B Preferred Members. Upon receipt of the Possible Sale Notice the Class B Preferred Members shall have the right (“Purchase Right”) to elect to purchase all (but not less than all) of (i) the Class C Preferred Units for an amount equal to the Class C Preferred Return Balance and Unrecovered Capital thereof, such amount determined 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 the date that is six months prior to such Sale of the Company, in accordance with Section 1(a)(ii)(2) above, 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 (such acquirer, the “Acquiror”) reasonably requests that Employee continue to provide any reasonable services to the Acquiror, the Company, Employer or any of their respective Affiliates from and after the consummation of the Sale of the Company (whether as a full-time employee, consultant or otherwise) that are within the scope of services provided by Employee during the period of Employee’s employment with the Company or any of its Subsidiaries (the “Required Class C Amount”), (ii) the Class D Preferred Units, except for any Class D Preferred Unit held by any Class B Preferred Member at the time of the Possible Sale Notice, for an amount equal to the Class D Preferred Return Balance and Unrecovered Capital thereof, such amount determined as of the date of such consummation (the “Required Class D Amount”), (iii) the Class E Preferred Units, except for any Class E Preferred Unit held by any Class B Preferred Member at the time of the Possible Sale Notice, for an amount equal to the sum of (A) the Class E Preferred Return Balance, (B) the Unrecovered Capital thereof and (C) 50% of the Unrecovered Capital thereof, such amount determined as of the date of such consummation (the “Required Class E AmountEmployment Period”) and that are from a primary work location no more than thirty (iv30) miles from the Class F Preferred UnitsCompany’s Effective Date headquarters in Chicago, except Illinois, in exchange for any Class F Preferred Unit held by any Class B Preferred Member at the time of the Possible Sale Noticea base salary (or equivalent base compensation), for an amount equal to the Class F Liquidation Return Balance, such amount determined as of the date of such consummation bonus opportunity and welfare and fringe benefits (together with the Required Class C Amount, the Required Class D Amount and the Required Class E Amountcollectively, the “Required AmountPost-Sale Compensation”) that are no less favorable to Employee than the base salary, bonus opportunity, and in the aggregate, the 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); provided that where a Sale will result , then the Continuing Incentive Amount shall be handled as follows (in net proceeds lieu of being paid to Employee and/or his Permitted Transferee(s)): (i) if Employee declines to provide such requested services, the Continuing Incentive Amount shall be paid to the holders of all Class B Preferred C Units and the other holders of the Class D Units (not including the Employee) as of immediately prior to the consummation of such Sale of the Company (distributed among such holders in an amount equal to or greater than accordance with Section 4.1(a)(iv) of the Required Class B AmountLLC Agreement), (iand, thereafter, neither Employee nor his Permitted Transferee(s) the Sellers shall have no obligation to provide Class B Preferred Members with any rights in respect of or other claims on such amounts (other than his status as a Possible Sale Notice or the opportunity to exercise the Purchase Right, and holder of Units); (ii) each Class D Preferred Memberif Employee agrees to provide such requested services, Class E Preferred Member the Continuing Incentive Amount shall be deposited into an escrow account with an escrow agent designated by the Company, and Class F Preferred Member subject 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 (v) 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 Purchase Right set forth Company (excluding any equity or other equity-based incentive compensation), (w) the date on which the Acquiror terminates such services (other than with Cause, as defined in this Section 11.2(athe Offer Letter), (x) Employee’s death or Disability, (eachy) the date on which the Employee resigns due to a forced relocation of his primary location of work to more than thirty (30) miles from the Company’s Effective Date headquarters in Chicago, an Illinois; and (z) the first anniversary of the consummation of the Sale of the Company (the earliest of (v), (w), (x), (y) and (z), the “Applicable Preferred MemberFinal Vesting Date”), then the Continuing Incentive Amount, together with any income earned thereon, shall be released to Employee and/or his Permitted Transferee(s), as applicable, within five (5) business days after the 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 all Class C Units and the other holders of the Class D Units (not including the Employee) as of immediately prior to the consummation of such Sale of the Company (distributed among such holders in accordance with Section 4.1(a)(iv) of the LLC Agreement), and, thereafter, neither Employee nor his Permitted Transferee(s) shall have no obligation any rights in respect of or other claims on such amounts (other than his status as a holder of Units). (iii) For purposes of this Agreement, “Continuing Incentive Amount” means all consideration distributed to provide Class B Preferred Members the Employee and, to the extent necessary, his Permitted Transferee(s) in connection with such Sale of the opportunity Company in respect of 10% of the Incentive 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 exercise the Purchase Rightvesting acceleration described in the first sentence of Section 2(b).

Sale of the Company. (a) Notwithstanding anything contained If, at any time following the occurrence of an Ownership Change Event and for so long as C&D Fund IV owns, together with the shares of Common Stock owned by its Affiliate Transferees and Fund Distributees, in this Agreementthe aggregate at least 15% of the then outstanding shares of Common Stock, prior Holding's Board approves a Sale of the Company, then before Holding, Remington or BRS Fund II enters into any binding agreement with any Person with respect to consummating a Sale of the Company: (i) BRS Fund II must first give written notice (a "Sale Notice") to C&D Fund IV and Holding's Board; (ii) The Sale Notice must (1) be in writing, (2) specify that BRS Fund II or Holding, as the case may be, wishes to effect a Sale of the Company, (3) be irrevocable by its terms for at least 20 Business Days from the date of receipt by C&D Fund IV (the "Sale Period"), (4) specify the number of Covered Shares (the "Sale Shares") then held by BRS Fund II, its Affiliate Transferees and its Fund Distributees, (5) specify the price per Covered Share or, in the case of an asset sale, the implied price per Covered Share based on the enterprise value of Holding and its Subsidiaries (which must be a cash price) at which BRS Fund II is offering to sell the Sale Shares to C&D Fund IV (the "Equity Purchase Price"), (6) specify that the Sale Shares will be delivered free and clear of all liens, and (7) specify any other material terms and conditions of the offer; (iii) The Sale where Notice will constitute an offer (the "Sale Offer") to C&D Fund IV to purchase the Sale Shares at the Equity Purchase Price and the other terms and conditions set forth in the Sale Notice; and (iv) C&D Fund IV may accept the Sale Offer by delivering a written notice to BRS Fund II at any time during the Sale Period. (b) If C&D Fund IV accepts the Sale Offer: (i) C&D Fund IV and BRS Fund II, its Affiliate Transferees and its Fund Distributees must consummate the sale and purchase of the Sale Shares no later than 15 Business Days after such acceptance, by payment of cash in the amount of the Equity Purchase Price for the Sale will not result Shares against delivery by BRS Fund II, its Affiliate Transferees and Fund Distributees of all documents necessary to transfer the Sale Shares to C&D Fund IV, free and clear of all liens, including appropriate endorsed stock certificates or other instruments representing the Sale Shares; and (ii) BRS Fund II will, at the option of C&D Fund IV, either exercise in net proceeds favor of C&D Fund IV, or assign to C&D Fund IV, any "drag-along" right or other similar right of BRS Fund II with respect to the holders capital stock, stock appreciation rights, profit participation interests or other similar rights of Holding or its Subsidiaries, including the take-along rights provided in the Registration and Participation Agreement. (c) If C&D Fund IV does not accept the Sale Offer: (i) Holding or BRS Fund II, as the case may be, may consummate the Sale of the Class B Preferred Units Company contemplated in the Sale Notice to any Person for an amount aggregate consideration, which consideration may be in cash, stock, notes or a combination of the foregoing, equal to or greater than the Class B Preferred Return Balance enterprise value implied by the Equity Purchase Price, and Unrecovered Capital thereof (“Required Class B Amount”), upon other terms in the Sellers shall be required aggregate that are no more favorable to give notice (“Possible such Person than those set forth in the Sale Notice”) to , in all Class B Preferred Members. Upon receipt material respects, during the 180 days following the completion of the Possible Sale Notice the Class B Preferred Members shall have the right (“Purchase Right”) to elect to purchase all (but not less than all) of (i) the Class C Preferred Units for an amount equal to the Class C Preferred Return Balance and Unrecovered Capital thereof, such amount determined as of the date of such consummation (the “Required Class C Amount”procedures specified in Section 4.4(a), ; (ii) C&D Fund IV will, and will cause its Affiliate Transferees and Fund Distributees to, (x) take all actions necessary to consummate the Class D Preferred UnitsSale of the Company, except for including, without limitation, executing any Class D Preferred Unit applicable purchase agreement and exercising any outstanding options held by any Class B Preferred Member at C&D Fund, its Affiliate Transferees and Fund Distributees, consent to, vote for, participate in (on the time same terms and conditions as BRS Fund II) and raise no objection against the Sale of the Possible Company or the process pursuant to which the Sale Noticeof the Company was conducted, provided that C&D Fund IV, its Affiliate Transferees and Fund Distributees are required to participate in or consent to or vote for an amount equal the Sale of the Company only on the same terms and conditions as BRS Fund II, and (y) exercise any "drag-along" right or other similar right of C&D Fund IV or any of its Affiliates with respect to the Class D Preferred Return Balance and Unrecovered Capital thereofcapital stock, such amount determined as stock appreciation rights, profit participation interests or other similar rights of Holding or its Subsidiaries in order to facilitate the Sale of the date of such consummation (the “Required Class D Amount”), Company; and (iii) the Class E Preferred Units, except for any Class E Preferred Unit held by any Class B Preferred Member at the time If a Sale of the Possible Company is not consummated within such 180-day period, no Sale Notice, for an amount equal of the Company may be effected without again complying with the requirements of this Section 4.4. (d) If C&D Fund IV is not entitled to the sum of (A) the Class E Preferred Return Balance, (B) the Unrecovered Capital thereof and (C) 50% of the Unrecovered Capital thereof, such amount determined as of the date of such consummation (the “Required Class E Amount”) and (iv) the Class F Preferred Units, except for any Class F Preferred Unit held by any Class B Preferred Member at the time of the Possible Sale Notice, for an amount equal to the Class F Liquidation Return Balance, such amount determined as of the date of such consummation (together with the Required Class C Amount, the Required Class D Amount and the Required Class E Amount, the “Required Amount”); provided that where a Sale will result in net proceeds to the holders of Class B Preferred Units in an amount equal to or greater than the Required Class B Amount, (i) the Sellers shall have no obligation to provide Class B Preferred Members with a Possible Sale Notice or the opportunity to exercise the Purchase Right, and (ii) each Class D Preferred Member, Class E Preferred Member and Class F Preferred Member subject to the Purchase Right rights set forth in this Section 11.2(a4.4 and Holding's Board approves a Sale of the Company, then C&D Fund IV will, and will cause its Affiliate Transferees and Fund Distributees to, (x) take all actions necessary to consummate the Sale of the Company, including, without limitation, executing any applicable purchase agreement and exercising any outstanding options held by C&D Fund, its Affiliate Transferees and Fund Distributees, consent to, vote for, participate in (eachon the same terms and conditions as BRS Fund II) and raise no objection against the Sale of the Company or the process pursuant to which the Sale of the Company was conducted, an “Applicable Preferred Member”)provided that C&D Fund, shall have no obligation its Affiliate Transferees and Fund Distributees are required to provide Class B Preferred Members participate in or consent to or vote for the Sale of the Company only on the same terms and conditions as BRS Fund II, and (y) exercise any "drag-along" right or other similar right of C&D Fund IV with respect to the opportunity capital stock, stock appreciation rights, profit participation interests or other similar rights of Holding or its Subsidiaries in order to exercise facilitate the Purchase RightSale of the Company. (e) C&D Fund IV may assign its right to purchase the Sale Shares under this Section 4.4 to any of its Affiliates. (f) The time periods specified in this Section 4.4 are subject to automatic extension as necessary to apply for and obtain any governmental approvals that are required to consummate the proposed transaction in accordance with applicable law. In the event of such extension, the relevant period will end on the fifth Business Day following receipt of such required governmental approval.