Common use of Take-Along Right Clause in Contracts

Take-Along Right. (a) If any Stockholder, or group of Stockholders, individually or collectively owning in excess of 50% of the then issued and outstanding Common Stock (treating the Preferred Stock as if it had been converted into Common Stock) (the "Prospective Sellers") shall, in any transaction or series of related transactions, directly or indirectly, propose to sell for cash, cash equivalents or marketable securities all of the stock held by them (the "Required Shares") to a Third Party or Parties (a "Take-along Offer"), the Prospective Sellers may, at their option, require each of the other Stockholders (the "Take-along Stockholders") to sell all the Common Stock and/or Preferred Stock owned or held by such Take-along Stockholders to the Third Party or Parties for the same consideration per share and otherwise on the same terms and conditions upon which the Prospective Sellers shall sell the Required Shares (assuming the conversion of the Preferred Stock); provided that, Maxtor shall not be obligated to sell its Common Stock pursuant to this Section 4 unless in connection with such sale the Maxtor Note is to be repaid in full. (i) The Prospective Sellers shall provide a written notice (the "Take-along Notice") of such Take-along Offer to each of the Take-along Stockholders not later than the twentieth (20th) Business Day prior to the consummation of the sale contemplated by the Take-along Offer. The Take-along Notice shall contain written notice of the exercise of the Prospective Sellers' rights pursuant to Section 4(a), setting forth the consideration per share to be paid by the Third Party or Parties and the other material terms and conditions of the Take-along Offer. Within fifteen (15) Business Days following the date the Take-along Notice is given (or such later time as may be necessary to allow compliance with applicable laws and regulations governing such sale), (ii) Within two (2) Business Days after the consummation of the sale of Common Stock and/or Preferred Stock of the Prospective Sellers and the Take-along Stockholders to the Third Party or Parties pursuant to the Take-along Offer, the Prospective Sellers shall remit to each of the Take-along Stockholders the aggregate sales price of the Common Stock and/or Preferred Stock of such Take-along Stockholders sold pursuant thereto (less a pro rata portion of the expenses (including, without limitation, reasonable legal expenses) incurred by the Prospective Sellers in connection with such sale). (iii) If, at the end of the sixty (60) day period following the giving of the Take-along Notice, the Prospective Sellers shall not have completed the sale of all the Required Shares and the Common Stock and/or Preferred Stock delivered to the Prospective Sellers pursuant to Section 4(b)(i), the Prospective Sellers shall return to each of the Take-along Stockholders all certificates evidencing the Common Stock and/or Preferred Stock that such Take-along Stockholder delivered for sale pursuant to this Section 4 and such Take-along Stockholder's related power-of-attorney. (iv) Except as expressly provided in this Section 4, the Prospective Sellers shall have no obligation to any Take-along Stockholder with respect to the sale of any Common Stock or Preferred Stock owned by such Take-along Stockholder in connection with this Section 4. Anything herein to the contrary notwithstanding, the Prospective Sellers shall have no obligation to any Take-along Stockholder to sell or otherwise dispose of the Take-along Shares pursuant to this Section 4 or as a result of any decision by the Prospective Sellers not to accept or consummate any Take-along Offer or sale with respect to the Take-along Shares (it being understood that any and all such decisions shall be made by the Prospective Sellers in their sole discretion). No Take-along Stockholder shall be entitled to make any sale of Common Stock or Preferred Stock directly to any Third Party pursuant to a Take-along Offer (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). Nothing in this Section 4 shall affect any of the obligations of any of the Stockholders under any other provision of this Agreement.

Take-Along Right. (a) If At any Stockholdertime before the Public Float Date, or group the holders of Stockholders, individually or collectively owning in excess of 50at least 66 2/3% of the then issued and outstanding Common Stock (treating the Preferred Stock as if it had been converted into Common Stock) Series A Shares (the "Prospective Sellers"“Take-Along Transferor”) shallshall have the right to arrange for a sale of the Company to any Person or Persons who are not Affiliates of the Company or the Stockholders (the “Take-Along Transferee”) and, in any transaction or series if such sale is structured as a sale of related transactionscapital stock, directly or indirectly, propose the Take-Along Transferor shall have the right (the “Take-Along Right”) to require each Stockholder to sell for cash, cash equivalents or marketable securities to the proposed Take-Along Transferee all of the stock held by them (the "Required Shares") to a Third Party or Parties (a "Take-along Offer"), the Prospective Sellers may, at their option, require each of the other Stockholders (the "Take-along Stockholders") to sell all the Common Stock and/or Preferred Stock Shares then owned or held by such Take-along Stockholders to the Third Party or Parties Stockholder (for the same consideration per share and otherwise on consideration received by the same terms and conditions upon which Take-Along Transferor). Each Stockholder agrees to take all steps reasonably necessary to enable it to comply with the Prospective Sellers shall sell the Required Shares (assuming the conversion provisions of the this Section 3.3(b), including, if necessary, converting shares of Series A Preferred Stock); provided that, Maxtor shall not be obligated to sell its Stock into Common Stock pursuant to this Section 4 unless in connection with such sale facilitate the Maxtor Note is to be repaid in full. (i) The Prospective Sellers shall provide a written notice (the "Take-along Notice") of such Take-along Offer to each Along Transferor’s exercise of the Take-along Stockholders not later than the twentieth (20th) Business Day prior to the consummation Along Right. The obligations of the sale contemplated by Stockholder(s) other than the Take-along Offer. The Take-along Notice shall contain written notice of the exercise of the Prospective Sellers' rights pursuant to Section 4(a), setting forth the consideration per share to be paid by the Third Party or Parties and the other material terms and conditions of the Take-along Offer. Within fifteen (15) Business Days following the date the Take-along Notice is given (or such later time as may be necessary to allow compliance with applicable laws and regulations governing such sale), (ii) Within two (2) Business Days after the consummation of the sale of Common Stock and/or Preferred Stock of the Prospective Sellers and the Take-along Stockholders to the Third Party or Parties pursuant to the Take-along Offer, the Prospective Sellers shall remit to each of the Take-along Stockholders the aggregate sales price of the Common Stock and/or Preferred Stock of such Take-along Stockholders sold pursuant thereto (less a pro rata portion of the expenses (including, without limitation, reasonable legal expenses) incurred by the Prospective Sellers in connection with such sale). (iii) If, at the end of the sixty (60) day period following the giving of the Take-along Notice, the Prospective Sellers shall not have completed the sale of all the Required Shares and the Common Stock and/or Preferred Stock delivered to the Prospective Sellers pursuant to Section 4(b)(i), the Prospective Sellers shall return to each of the Take-along Stockholders all certificates evidencing the Common Stock and/or Preferred Stock that such Take-along Stockholder delivered for sale pursuant to this Section 4 and such Take-along Stockholder's related power-of-attorney. (iv) Except as expressly provided in this Section 4, the Prospective Sellers shall have no obligation to any Take-along Stockholder with respect to the sale of any Common Stock or Preferred Stock owned by such Take-along Stockholder in connection with this Section 4. Anything herein to the contrary notwithstanding, the Prospective Sellers shall have no obligation to any Take-along Stockholder to sell or otherwise dispose of the Take-along Shares pursuant to this Section 4 or as a result of any decision by the Prospective Sellers not to accept or consummate any Take-along Offer or sale Along Transferors with respect to the Take-along Shares Along Right are subject to the following conditions: (it being understood that any and all such decisions shall be made by the Prospective Sellers in their sole discretion). No Take-along A) no Stockholder shall be entitled required to make provide representations, warranties or covenants in connection with such Transfer, except for representations and warranties related to such Stockholder’s title to and ownership of its Shares, the absence of encumbrances on the Shares, authority to enter into the transactions contemplated in such sale and required governmental and third party consents; (B) no Stockholder shall be required to enter into any non-competition or non-solicitation obligation or other restrictive covenant; (C) no Stockholder shall be obligated to indemnify any party to the sale, except for indemnification obligations of such Stockholder that are (1) pro rata (and not joint and several) based on such Stockholder’s share of the consideration received on terms consistent with the indemnification required of all Stockholders and (2) limited to an amount no greater than the net cash proceeds paid to such Stockholder in connection with such sale; and (D) each Stockholder shall receive consideration for the sale of Common Stock the Shares in the form of cash or Preferred Stock directly to any Third Party pursuant to a Take-along Offer (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). Nothing in this Section 4 shall affect any of the obligations of any of the Stockholders under any other provision of this AgreementMarketable Securities.

Take-Along Right. (a) If at any Stockholdertime prior to the termination of this Agreement, or group the REM Trust, the PBM Trust and/or any Affiliate (for purposes of Stockholdersthis Agreement, individually or collectively owning the term "Affiliate" shall have meaning defined in excess of 50% Rule 405 of the then issued and outstanding Common Stock (treating the Preferred Stock Securities Act of 1933, as if it had been converted into Common Stock) amended (the "Prospective SellersSecurities Act")) of the REM Trust or the PBM Trust (collectively, together with the REM Trust and the Xxxx X. Trust, the "Xxxxxxx Affiliates") shall, in any transaction or series of related transactions, directly or indirectly, propose to sell for cashor exchange (in a business combination or otherwise) all of their shares of Stock in a bona fide arms-length transaction to any third party (a "100% Buyer"), cash equivalents or marketable securities other than a Xxxxxxx Affiliate, the Xxxxxxx Affiliates shall have the right (the "Take-Along Right") to require all of the stock held Management Stockholders to sell or exchange all of the Stock then beneficially owned by them (to such 100% Buyer on the "Required Shares") same terms and subject to a Third Party the same conditions as the sale or Parties exchange by the Xxxxxxx Affiliates. To exercise the Take-Along Right, the Xxxxxxx Affiliates shall give written notice thereof (a "Take-along Offer"), the Prospective Sellers may, at their option, require each of the other Stockholders (the "Take-along StockholdersAlong Notice") to sell all the Common Stock and/or Preferred Stock owned or held by such Management Stockholders. The Take-along Stockholders to Along Notice shall state (i) the Third Party or Parties for name and address of the same consideration 100% Buyer, (ii) the price per share and otherwise on the same form of consideration which the 100% Buyer proposes to pay for the purchased stock and (iii) the method of payment and other terms and conditions upon which the Prospective Sellers shall sell the Required Shares (assuming the conversion of the Preferred Stock); provided that, Maxtor shall not be obligated to sell its Common Stock pursuant to this Section 4 unless in connection with such sale the Maxtor Note is to be repaid in full. (i) proposed transfer. The Prospective Sellers shall provide a written notice (the "Take-along Notice") of such Take-along Offer to each exercise of the Take-along Stockholders not later than Along Right and the purchase and sale of the Stock resulting from the exercise of the Take-Along Right shall take place at the principal offices of the Company on the twentieth (20th) Business Day prior to business day following the consummation date of the sale contemplated by the Take-along Offer. The Take-along Notice shall contain written notice of the exercise of the Prospective Sellers' rights pursuant to Section 4(a), setting forth the consideration per share to be paid by the Third Party or Parties and the other material terms and conditions delivery of the Take-along OfferAlong Notice, or at such other place, on such other date, or both, as the Xxxxxxx Affiliates and the 100% Buyer shall agree upon in writing (the "Closing Date"). Within fifteen (15On the Closing Date, each Management Stockholder shall deliver the certificate(s) Business Days following the date the Take-along Notice is given (or such later time as may be necessary to allow compliance with applicable laws and regulations governing such sale), (ii) Within two (2) Business Days after the consummation representing all of the sale of Common Stock and/or Preferred Stock owned by him to the 100% Buyer in proper form for transfer with appropriate stock powers executed in blank attached and with all documentary or transfer tax stamps affixed, against payment of the Prospective Sellers and the Take-along Stockholders purchase price therefor by a wire transfer of funds to the Third Party respective bank accounts designated by the Xxxxxxx Affiliates and each Management Stockholder or Parties pursuant to the Take-along Offerby certified or official bank check or checks. By delivering such certificate(s), the Prospective Sellers shall remit to each of the Take-along Xxxxxxx Affiliates and the Management Stockholders shall be deemed to represent that the aggregate sales price of 100% Buyer will receive good title to the Common Stock and/or Preferred Stock of securities transferred by them represented by such Take-along Stockholders sold pursuant thereto (less a pro rata portion of the expenses (includingcertificates and instruments, without limitation, reasonable legal expenses) incurred by the Prospective Sellers in connection with such sale). (iii) If, at the end of the sixty (60) day period following the giving of the Take-along Notice, the Prospective Sellers shall not have completed the sale free and clear of all the Required Shares liens, security interests, pledges, charges, encumbrances, stockholders' agreements and the Common Stock and/or Preferred Stock delivered to the Prospective Sellers pursuant to Section 4(b)(i), the Prospective Sellers shall return to each of the Take-along Stockholders all certificates evidencing the Common Stock and/or Preferred Stock that such Take-along Stockholder delivered for sale pursuant to this Section 4 and such Take-along Stockholder's related power-of-attorneyvoting trusts. (iv) Except as expressly provided in this Section 4, the Prospective Sellers shall have no obligation to any Take-along Stockholder with respect to the sale of any Common Stock or Preferred Stock owned by such Take-along Stockholder in connection with this Section 4. Anything herein to the contrary notwithstanding, the Prospective Sellers shall have no obligation to any Take-along Stockholder to sell or otherwise dispose of the Take-along Shares pursuant to this Section 4 or as a result of any decision by the Prospective Sellers not to accept or consummate any Take-along Offer or sale with respect to the Take-along Shares (it being understood that any and all such decisions shall be made by the Prospective Sellers in their sole discretion). No Take-along Stockholder shall be entitled to make any sale of Common Stock or Preferred Stock directly to any Third Party pursuant to a Take-along Offer (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). Nothing in this Section 4 shall affect any of the obligations of any of the Stockholders under any other provision of this Agreement.

Take-Along Right. (ai) TAKE-ALONG NOTICE. If UAG/Atlanta (or an Affiliate thereof) at any Stockholder, or group time receives a bona fide offer from a third party to purchase shares of Stockholders, individually or collectively owning in excess of 50% of the then issued and outstanding Common Stock from UAG/Atlanta (treating the Preferred Stock as if it had been converted into Common Stockor an Affiliate thereof) or UAG/Atlanta (the "Prospective Sellers"or an Affiliate thereof) shall, in any transaction or series of related transactions, directly or indirectly, propose otherwise proposes to sell shares of Common Stock for cash, cash equivalents or marketable securities all of the stock held by them (the "Required Shares") to a Third Party or Parties value (a "Take-along OfferAlong Sale"), UAG/Atlanta can require the Prospective Sellers mayother Shareholders, to participate in such Take-Along Sale as set forth in clause (ii) of this Section 3.3(c). If UAG/Atlanta elects to exercise the take- along right provided for in this Section 3.3(c), it must provide, at their optionleast twenty (20) days before the date of consummation of the proposed Take-Along Sale, notice to each other Shareholder setting forth: (i) the number of shares of Common Stock proposed to be transferred, (ii) the number of shares of Common Stock that such Shareholder must include in such transfer to the proposed purchaser as determined in accordance with clause (ii) of this Section 3.3(c), (iii) the name and address of the proposed purchaser, (iv) the proposed amount of consideration and terms and conditions of payment offered by or to such proposed purchaser, and (v) that the proposed purchaser has been informed of the "take-along" rights provided for in this Section 3.3(c) and has agreed to purchase shares of Common Stock in accordance with the terms hereof. (ii) TAKE-ALONG RIGHT. UAG/Atlanta shall at any time have the right to require each of the other Stockholders (the "Take-along Stockholders") Shareholder to sell all to the proposed purchaser a number of whole shares of Common Stock and/or Preferred up to the number of shares equal to the total number of shares to be sold to the proposed purchaser multiplied by a fraction, the numerator of which is the number of shares of Common Stock owned or held by such Take-along Stockholders other Shareholder and the denominator of which is the total number of shares of Common Stock held by all of the Shareholders, including UAG/Atlanta (or an Affiliate thereof). Any shares of Common Stock purchased from Shareholders other than UAG/Atlanta pursuant to the Third Party or Parties this Section 3.3(c) shall be paid for the same consideration per share and otherwise on upon the same terms and conditions upon which the Prospective Sellers shall sell the Required Shares (assuming the conversion including price and type of the Preferred Stock); provided that, Maxtor shall not be obligated to sell its Common Stock pursuant to this Section 4 unless in connection with such sale the Maxtor Note is to be repaid in fullconsideration) received by UAG/Atlanta. (i) The Prospective Sellers shall provide a written notice (the "Take-along Notice") of such Take-along Offer to each of the Take-along Stockholders not later than the twentieth (20th) Business Day prior to the consummation of the sale contemplated by the Take-along Offer. The Take-along Notice shall contain written notice of the exercise of the Prospective Sellers' rights pursuant to Section 4(a), setting forth the consideration per share to be paid by the Third Party or Parties and the other material terms and conditions of the Take-along Offer. Within fifteen (15) Business Days following the date the Take-along Notice is given (or such later time as may be necessary to allow compliance with applicable laws and regulations governing such sale), (ii) Within two (2) Business Days after the consummation of the sale of Common Stock and/or Preferred Stock of the Prospective Sellers and the Take-along Stockholders to the Third Party or Parties pursuant to the Take-along Offer, the Prospective Sellers shall remit to each of the Take-along Stockholders the aggregate sales price of the Common Stock and/or Preferred Stock of such Take-along Stockholders sold pursuant thereto (less a pro rata portion of the expenses (including, without limitation, reasonable legal expenses) incurred by the Prospective Sellers in connection with such sale). (iii) If, at the end of the sixty (60) day period following the giving of the Take-along Notice, the Prospective Sellers shall not have completed the sale of all the Required Shares and the Common Stock and/or Preferred Stock delivered to the Prospective Sellers pursuant to Section 4(b)(i), the Prospective Sellers shall return to each of the Take-along Stockholders all certificates evidencing the Common Stock and/or Preferred Stock that such Take-along Stockholder delivered for sale pursuant to this Section 4 and such Take-along Stockholder's related power-of-attorney. (iv) Except as expressly provided in this Section 4, the Prospective Sellers shall have no obligation to any Take-along Stockholder with respect to the sale of any Common Stock or Preferred Stock owned by such Take-along Stockholder in connection with this Section 4. Anything herein to the contrary notwithstanding, the Prospective Sellers shall have no obligation to any Take-along Stockholder to sell or otherwise dispose of the Take-along Shares pursuant to this Section 4 or as a result of any decision by the Prospective Sellers not to accept or consummate any Take-along Offer or sale with respect to the Take-along Shares (it being understood that any and all such decisions shall be made by the Prospective Sellers in their sole discretion). No Take-along Stockholder shall be entitled to make any sale of Common Stock or Preferred Stock directly to any Third Party pursuant to a Take-along Offer (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). Nothing in this Section 4 shall affect any of the obligations of any of the Stockholders under any other provision of this Agreement.

Take-Along Right. (a) If at any Stockholder, or group of Stockholders, individually or collectively owning in excess of 50% time the General Partner wishes to sell all of the Interest then issued and outstanding Common Stock (treating the Preferred Stock as if owned by it had been converted into Common Stock) (the "Prospective Sellers") shallto an unaffiliated third party, in any one transaction or a series of related transactions, directly or indirectly, propose to sell for cash, cash equivalents or marketable securities all of the stock held by them (the "Required Shares") to a Third Party or Parties (a "Take-along Offer"), the Prospective Sellers may, at their option, it may require each of the other Stockholders (the "Take-along Stockholders") Limited Partner to sell all (but not less than all) of the Common Stock and/or Preferred Stock owned or Interest held by each such Take-along Stockholders Limited Partner to the Third Party such third party in accordance with this Section 10.2, provided that such Limited Partner shall only be required to sell his or Parties for her shares at the same consideration per share price and otherwise other terms on the same terms and conditions upon which the Prospective Sellers shall sell the Required Shares (assuming the conversion Interest of the Preferred StockGeneral Partner is proposed to be sold. (b) If the General Partner elects to exercise its "take-along" right (described in Section 10.2(a); provided that, Maxtor shall not be obligated to sell its Common Stock pursuant to this Section 4 unless ) in connection with such sale a transaction, it shall deliver a notice to each Limited Partner, setting forth the Maxtor Note is terms of the transaction (including the proposed closing date for its consummation, which shall not be less than thirty (30) days from the effective date of such notice) and all documents required to be repaid executed by each Limited Partner in fullorder to consummate such transaction. Each Limited Partner shall deliver to the General Partner at least seven (7) days prior to the proposed closing date referred to above all documents previously furnished to such Limited Partner for execution in connection with such transaction. If any Limited Partner fails to deliver such documents and such transaction is subsequently consummated, the Partnership shall cause its books and records to show that the Interest owned by such defaulting Limited Partner are bound by the provisions of this Section 10.2 and that the Interest held by him shall be transferred only to the third party who purchased the General Partner's Interest in connection with such transaction. (ic) The Prospective Sellers General Partner shall provide a written have one hundred twenty (120) days from the date of its notice referred to in subsection (the "Take-along Notice"b) above to consummate any such transaction and, promptly after such consummation, shall notify each Limited Partner to that effect and shall furnish evidence of such Take-along Offer sale, including the time of sale and the terms thereof, as any Limited Partner may reasonably request. The General Partner shall also cause to be remitted to each Limited Partner the proceeds of such sale attributable to the Take-along Stockholders sale of such Limited Partner's Interest not later than the twentieth (20th) Business Day fifth business day following such sale. If any such transaction is not consummated prior to the consummation expiration of the sale contemplated by one hundred twenty (120) day period referred to in this Section, the Take-along Offer. The Take-along Notice shall contain written notice General Partner may not (without the consent of the exercise of the Prospective Sellers' rights pursuant to Section 4(a), setting forth the consideration per share to be paid by the Third Party or Parties Limited Partners) thereafter consummate such transaction and the other material terms and conditions of the Take-along Offer. Within fifteen (15) Business Days following the date the Take-along Notice is given (or such later time as may be necessary to allow compliance with applicable laws and regulations governing such sale), (ii) Within two (2) Business Days after the consummation of the sale of Common Stock and/or Preferred Stock of the Prospective Sellers and the Take-along Stockholders shall return to the Third Party or Parties pursuant Limited Partners all documents previously delivered to the Take-along Offer, the Prospective Sellers shall remit to each of the Take-along Stockholders the aggregate sales price of the Common Stock and/or Preferred Stock of such Take-along Stockholders sold pursuant thereto (less a pro rata portion of the expenses (including, without limitation, reasonable legal expenses) incurred by the Prospective Sellers General Partner in connection with such sale)transaction. (iii) If, at the end of the sixty (60) day period following the giving of the Take-along Notice, the Prospective Sellers shall not have completed the sale of all the Required Shares and the Common Stock and/or Preferred Stock delivered to the Prospective Sellers pursuant to Section 4(b)(i), the Prospective Sellers shall return to each of the Take-along Stockholders all certificates evidencing the Common Stock and/or Preferred Stock that such Take-along Stockholder delivered for sale pursuant to this Section 4 and such Take-along Stockholder's related power-of-attorney. (iv) Except as expressly provided in this Section 4, the Prospective Sellers shall have no obligation to any Take-along Stockholder with respect to the sale of any Common Stock or Preferred Stock owned by such Take-along Stockholder in connection with this Section 4. Anything herein to the contrary notwithstanding, the Prospective Sellers shall have no obligation to any Take-along Stockholder to sell or otherwise dispose of the Take-along Shares pursuant to this Section 4 or as a result of any decision by the Prospective Sellers not to accept or consummate any Take-along Offer or sale with respect to the Take-along Shares (it being understood that any and all such decisions shall be made by the Prospective Sellers in their sole discretion). No Take-along Stockholder shall be entitled to make any sale of Common Stock or Preferred Stock directly to any Third Party pursuant to a Take-along Offer (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). Nothing in this Section 4 shall affect any of the obligations of any of the Stockholders under any other provision of this Agreement.

Take-Along Right. (a) If any Stockholderof WP, Xxxxxxx or group Xxxxxxxx, as the case may be, proposes to sell or transfer any of Stockholderstheir Shares (other than Preferred Stock) in one or more related transactions which will result in a sale or transfer by WP, individually Xxxxxxx or collectively owning in excess Wechsler, as the case may be, of 50% a majority of the aggregate number of Shares held by such parties, then issued WP, Xxxxxxx or Xxxxxxxx, as the case may be, shall promptly give written notice thereof (a “Take-Along Notice”) to the Original Shareholders at least 30 days prior to the closing of such sale or transfer. The Take-Along Notice shall specify the precise number of Shares or percentage of holdings to be sold or transferred and outstanding Common Stock (treating shall describe in reasonable detail the Preferred Stock as if it had been converted into Common Stock) (proposed sale or transfer including, without limitation, the "Prospective Sellers") shall, in any transaction or series of related transactions, directly or indirectly, propose to sell for cash, cash equivalents or marketable securities all name and address of the stock held by them prospective purchaser or transferee of the Shares (such purchaser or transferee and any other purchaser or transferee of the "Required Shares") to Shares permitted under this Agreement being a Third Party or Parties (a "Take-along Offer"“Prospective Transferee”), the Prospective Sellers may, at their option, require each number of and type of the Shares to be sold or transferred, the proposed amount and form of the conditions of payment thereof offered by the Prospective Transferee, that the Prospective Transferee has been informed of the take-along right in this Section 2(d) and has agreed to purchase Shares in accordance with the terms hereof and any other Stockholders material terms or conditions of the sale or transfer. Each Original Shareholder shall have the right, exercisable upon written notice (the "“Acceptance Notice”) delivered to WP, Xxxxxxx or Wechsler, as the case may be, within 15 days after such receipt of the Take-along Stockholders") Along Notice, to sell all the Common Stock and/or Preferred Stock owned participate in such sale or held by such Take-along Stockholders to the Third Party or Parties for the same consideration per share and otherwise transfer on the same terms and conditions upon which as set forth in the Take-Along Notice. The Acceptance Notice shall state that such Original Shareholder wishes to transfer Shares to the Prospective Sellers Transferee on the terms described in the Take-Along Notice, and shall sell state the Required number of Shares (assuming thereof that such Original Shareholder wishes to include in the conversion of proposed transfer. If such Original Shareholder has delivered a timely Acceptance Notice it shall have the Preferred Stock); provided that, Maxtor shall not be obligated right to sell its Common Stock pursuant a number of Shares equal to this Section 4 unless in connection with such sale the Maxtor Note is to be repaid in full. product obtained by multiplying (i) The Prospective Sellers shall provide a written notice (the "Take-along Notice") aggregate number of such Take-along Offer to each of the Take-along Stockholders not later than the twentieth (20th) Business Day prior to the consummation of the sale contemplated Shares covered by the Take-along Offer. The Take-along Along Notice shall contain written notice of the exercise of the Prospective Sellers' rights pursuant to Section 4(a), setting forth the consideration per share to be paid by the Third Party or Parties and the other material terms and conditions of the Take-along Offer. Within fifteen (15) Business Days following the date the Take-along Notice is given (or such later time as may be necessary to allow compliance with applicable laws and regulations governing such sale), (ii) Within two (2) Business Days after a fraction the consummation numerator of which is the number of Shares owned by the Original Shareholders at the time of the sale of Common Stock and/or Preferred Stock of the Prospective Sellers or transfer and the Take-along Stockholders to denominator of which is the Third Party or Parties pursuant to the Take-along Offernumber of Shares owned by WP, the Prospective Sellers shall remit to each of GW Shareholders and the Take-along Stockholders Original Shareholders at the aggregate sales price of the Common Stock and/or Preferred Stock time of such Take-along Stockholders sold pursuant thereto (less a pro rata portion sale or transfer. For purposes of the expenses (including, without limitation, reasonable legal expenses) incurred by the Prospective Sellers in connection with such sale). (iii) If, at the end of the sixty (60) day period following the giving of the Take-along Notice, the Prospective Sellers shall not have completed the sale of all the Required Shares and the Common Stock and/or Preferred Stock delivered to the Prospective Sellers pursuant to this Section 4(b)(i2(d), the Prospective Sellers number of Shares owned by a party shall return to each be the number of the Take-along Stockholders all certificates evidencing the shares of Common Stock and/or Preferred Stock that such Take-along Stockholder delivered for sale pursuant to this Section 4 and such Take-along Stockholder's related power-of-attorney. (iv) Except as expressly provided in this Section 4, the Prospective Sellers shall have no obligation to any Take-along Stockholder with respect to the sale of any Common Stock or Preferred Stock owned by such Take-along Stockholder in connection with this Section 4. Anything herein to the contrary notwithstandingparty assuming that such party exercises all of its exchange, the Prospective Sellers shall have no obligation to any Take-along Stockholder to sell or otherwise dispose of the Take-along Shares pursuant to this Section 4 or as a result of any decision by the Prospective Sellers not to accept or consummate any Take-along Offer or sale conversion and subscription and similar rights with respect to the Take-along Shares (it being understood that any and all such decisions shall be made by the Prospective Sellers in their sole discretion). No Take-along Stockholder shall be entitled to make any sale of Common Stock or Preferred Stock directly to any Third Party pursuant to a Take-along Offer (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). Nothing in this Section 4 shall affect any securities of the obligations of any of the Stockholders under any other provision of this AgreementCompany.

Take-Along Right. (a) If any Stockholderno offer is made pursuant to Section 4.1 or if the Initiating Stockholders decide not to accept the offer made by the Offeror pursuant to Section 4.1, and the Initiating Stockholders elect to consummate, or group of Stockholdersto cause the Company to consummate, individually or collectively owning in excess of 50% a transaction constituting a Sale of the then issued and outstanding Common Stock (treating Company that satisfies the Preferred Stock as if it had been converted into Common Stock) (the "Prospective Sellers") shall, in any transaction or series requirements of related transactions, directly or indirectly, propose to sell for cash, cash equivalents or marketable securities all of the stock held by them (the "Required Shares") to a Third Party or Parties (a "Take-along Offer")Section 4.1, the Prospective Sellers may, at their option, require each of Initiating Stockholders shall notify the Company and the other Stockholders in writing of that election, the other Stockholders will consent to and raise no objections to the proposed transaction, and the Stockholders 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 the Initiating Stockholders. Without limiting the foregoing, (i) if the "Take-along Stockholders"proposed Sale of the Company is structured as a sale of assets or a merger or consolidation, or otherwise requires Stockholder approval, the Stockholders and the Company will vote or cause to be voted all Shares that they hold or with respect to which such Stockholder has the power to direct the voting and which are entitled to vote on such transaction in favor of 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 Shares, the Stockholders will agree to sell all their pro-rata share of the Common Stock and/or Preferred Stock owned or held by Shares being sold in such Take-along Stockholders to Sale of the Third Party or Parties for the same consideration per share and otherwise Company on the same terms and conditions upon which approved by the Prospective Sellers shall sell Initiating Stockholders, and the Required Shares Stockholders will execute any definitive sale agreements, and will make to the buyer the same representations, warranties, covenants, indemnities and agreements (assuming other than non-competition agreements) as the conversion of the Preferred Stock); provided that, Maxtor shall not be obligated to sell its Common Stock pursuant to this Section 4 unless Initiating Stockholders make in connection with such Sale of the Company (except that in the case of representations and warranties pertaining specifically to, or covenants made specifically by, any Initiating Stockholder, the other Stockholders shall make comparable representations and warranties pertaining specifically to (and, as applicable, covenants by) themselves), and must agree to bear their ratable share (which shall be proportionate based on the value of Shares that are being sold in such Sale of the Company) of all liabilities of the Stockholders arising out of representations, warranties (other than those representations, warranties, covenants, indemnities and agreements that pertain specifically to a given Stockholder), covenants, indemnities or other agreements made in the definitive sale the Maxtor Note is to be repaid in fullagreements. (b) The obligations of the Stockholders with respect to the Sale of the Company are subject to the satisfaction of the following conditions: (i) The Prospective Sellers shall provide a written notice (the "Take-along Notice") of such Take-along Offer to each of the Take-along Stockholders not later than the twentieth (20th) Business Day prior to upon the consummation of the sale contemplated by the Take-along Offer. The Take-along Notice shall contain written notice Sale of the exercise Company, all of the Prospective Sellers' rights holders of Shares shall receive the same form and amount of consideration per Share, or if any holders of a particular class or series of securities are given an option as to the form and amount of consideration to be received, all holders of such class or series will be given the same option, and (ii) in no event shall the aggregate liability of any Stockholder for representations, warranties, covenants, indemnities or agreements (other than with respect to such Stockholder's ownership of its Shares, its ability to consummate the transfer thereof, and investment representations required under applicable securities laws) with respect to any Sale of the Company exceed the proceeds received by such Stockholder in such Sale of the Company. (c) Each Stockholder will bear its or his pro-rata share (based upon the relative amount of Shares sold) of the reasonable and customary costs of any sale of Shares pursuant to Section 4(a), setting forth a Sale of the consideration per share Company to be the extent such costs are incurred for the benefit of all Stockholders and are not otherwise paid by the Third Party Company or Parties and the other material terms and conditions acquiring party. Costs incurred by or on behalf of a Stockholder for its or his sole benefit will not be considered costs of the Take-along Offertransaction hereunder. Within fifteen (15) Business Days following In the date event that any transaction that the Take-along Notice is given (Initiating Stockholders elect to consummate or such later time as may cause to be necessary to allow compliance with applicable laws and regulations governing such sale), (ii) Within two (2) Business Days after the consummation of the sale of Common Stock and/or Preferred Stock of the Prospective Sellers and the Take-along Stockholders to the Third Party or Parties consummated pursuant to the Take-along Offerthis Article IV is not consummated for any reason, the Prospective Sellers shall remit to each of Company will reimburse the Take-along Initiating Stockholders the aggregate sales price of the Common Stock and/or Preferred Stock of such Take-along Stockholders sold pursuant thereto (less a pro rata portion of the for all actual and reasonable expenses (including, without limitation, reasonable legal expenses) paid or incurred by the Prospective Sellers Initiating Stockholders in connection with such sale)therewith. (iii) If, at the end of the sixty (60) day period following the giving of the Take-along Notice, the Prospective Sellers shall not have completed the sale of all the Required Shares and the Common Stock and/or Preferred Stock delivered to the Prospective Sellers pursuant to Section 4(b)(i), the Prospective Sellers shall return to each of the Take-along Stockholders all certificates evidencing the Common Stock and/or Preferred Stock that such Take-along Stockholder delivered for sale pursuant to this Section 4 and such Take-along Stockholder's related power-of-attorney. (iv) Except as expressly provided in this Section 4, the Prospective Sellers shall have no obligation to any Take-along Stockholder with respect to the sale of any Common Stock or Preferred Stock owned by such Take-along Stockholder in connection with this Section 4. Anything herein to the contrary notwithstanding, the Prospective Sellers shall have no obligation to any Take-along Stockholder to sell or otherwise dispose of the Take-along Shares pursuant to this Section 4 or as a result of any decision by the Prospective Sellers not to accept or consummate any Take-along Offer or sale with respect to the Take-along Shares (it being understood that any and all such decisions shall be made by the Prospective Sellers in their sole discretion). No Take-along Stockholder shall be entitled to make any sale of Common Stock or Preferred Stock directly to any Third Party pursuant to a Take-along Offer (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). Nothing in this Section 4 shall affect any of the obligations of any of the Stockholders under any other provision of this Agreement.

Take-Along Right. (aa. Subject to Section 4.2(b) If any Stockholderin the case of Cannae and the THL Holders, and Section 8.2(i) in the case of the THL Holders, if the Parent elects to consummate, or group of Stockholdersto cause the Company to consummate, individually or collectively owning in excess of 50% a transaction constituting a Sale of the then issued Company, Parent shall notify the Company and outstanding Common Stock the other Members in writing of that election and the other Members will consent to and raise no objections to the proposed transaction, and the Members 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 Parent; provided that each of Cannae and THL shall only be subject to the “take-along” provisions of this Section 10.1 to the extent that the Sale of the Company would result in, assuming consummation of such transaction, a Cannae Threshold Multiple of Investor Capital and THL Threshold Multiple of Investor Capital of greater than 2.0. Without limiting the foregoing, but subject to the conditions set forth therein, (treating i) if the Preferred Stock proposed Sale of the Company is structured as a sale of assets or a merger or consolidation, or otherwise requires Member approval, the Members and the Company will vote or cause to be voted all Units that they hold or with respect to which such Member has the power to direct the voting and which are entitled to vote on such transaction in favor of such transaction and will waive any appraisal rights which they may have in connection therewith and (ii) if it had been converted into Common Stock) (the "Prospective Sellers") shallproposed Sale of the Company is structured as or involves a sale or redemption of Units, in any transaction or series of related transactions, directly or indirectly, propose the Members will agree to sell for cash, cash equivalents or marketable securities all their pro-rata share of the stock held by them (the "Required Shares") to a Third Party or Parties (a "Take-along Offer"), the Prospective Sellers may, at their option, require each Units being sold in such Sale of the other Stockholders (the "Take-along Stockholders") to sell all the Common Stock and/or Preferred Stock owned or held by such Take-along Stockholders to the Third Party or Parties for the same consideration per share and otherwise Company on the same terms and conditions upon which approved by the Prospective Sellers shall sell Parent, and the Required Shares Members will execute any definitive sale agreements, and will make to the buyer the same representations, warranties, covenants, indemnities and agreements (assuming other than, in the conversion case of Parent, Cannae and THL, non-competition agreements) as the Preferred Stock); provided that, Maxtor shall not be obligated to sell its Common Stock pursuant to this Section 4 unless Parent makes in connection with such Sale of the Company, and must agree to bear their ratable share (which shall be proportionate based on the amount of Units that are being sold in such Sale of the Company) of all liabilities of the Members arising out of representations, warranties (other than those representations, warranties, covenants, indemnities and agreements that pertain specifically to a given Member), covenants, indemnities or other agreements made in the definitive sale agreements. Each Management Member hereby grants to Parent a power of attorney to execute and deliver in the Maxtor Note name and on behalf of such Management Member all such agreements, instruments and other documentation (including any written consents of Members) as is required to be repaid Transfer the Units held by such Management Member in fullaccordance with the provisions of this Section 10.1. b. The obligations of the Members with respect to the Sale of the Company are subject to Section 4.2(b) in the case of Cannae and the THL Holders, Section 8.2(i) of the THL Holders and to the satisfaction of the following conditions: (i) The Prospective Sellers all Members shall provide receive the same form of consideration (which shall be cash or marketable securities) and the price per unit to be received by each Member will be determined as if the Company had been sold for the valuation implied by such Sale of the Company (by extrapolating such valuation to a written notice (sale of all of the "Take-along Notice"Units to the extent that such Sale of the Company is not a sale of all of the Units) and the proceeds of such Take-along Offer sale had been distributed by the Company in complete liquidation pursuant to each the rights and preferences set forth in Section 5.2 (for the avoidance of doubt, all holders of Class A Units shall receive the Take-along Stockholders not later than the twentieth same amount of consideration per Class A Unit), (20thii) Business Day prior all holders of rights without regard to vesting restrictions to acquire a particular class or series of securities will be given an opportunity to, upon the consummation of the sale contemplated Sale 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, unit or amount of Units received by the Take-along Offer. The Take-along Notice shall contain written notice holders of such type and class of Units in connection with the Sale of the exercise Company by (2) the number of Units, shares or aggregate amount of Units represented by such rights, and (iii) in no event shall the aggregate liability of any Member for representations, warranties, covenants, indemnities or agreements (other than with respect to such Member’s ownership of its Units, its ability to consummate the transfer thereof, and investment representations required under applicable securities laws) with respect to any Sale of the Prospective Sellers' rights Company exceed the proceeds received by such Member in such Sale of the Company. c. Each Member will bear its or his pro-rata share (based upon the relative amount of consideration received by such Member in a Sale of the Company) of the reasonable and customary costs of any sale of Units pursuant to Section 4(a), setting forth a Sale of the consideration per share Company to be the extent such costs are incurred for the benefit of all Members and are not otherwise paid by the Third Party Company or Parties and the other material terms and conditions acquiring party. Costs incurred by or on behalf of a Member for its or his sole benefit will not be considered costs of the Take-along Offertransaction hereunder. Within fifteen (15) Business Days following In the date event that any transaction that the Take-along Notice is given (Parent elects to consummate or such later time as may cause to be necessary to allow compliance with applicable laws and regulations governing such sale), (ii) Within two (2) Business Days after the consummation of the sale of Common Stock and/or Preferred Stock of the Prospective Sellers and the Take-along Stockholders to the Third Party or Parties consummated pursuant to the Take-along Offerand in accordance with this Article X is not consummated for any reason, the Prospective Sellers shall remit to each of Company will reimburse the Take-along Stockholders the aggregate sales price of the Common Stock and/or Preferred Stock of such Take-along Stockholders sold pursuant thereto (less a pro rata portion of the Parent, Cannae and THL for all actual and reasonable expenses (including, without limitation, reasonable legal expenses) paid or incurred by the Prospective Sellers Parent, Cannae and THL in connection with such sale)therewith. (iii) If, at the end of the sixty (60) day period following the giving of the Take-along Notice, the Prospective Sellers shall not have completed the sale of all the Required Shares and the Common Stock and/or Preferred Stock delivered to the Prospective Sellers pursuant to Section 4(b)(i), the Prospective Sellers shall return to each of the Take-along Stockholders all certificates evidencing the Common Stock and/or Preferred Stock that such Take-along Stockholder delivered for sale pursuant to this Section 4 and such Take-along Stockholder's related power-of-attorney. (iv) Except as expressly provided in this Section 4, the Prospective Sellers shall have no obligation to any Take-along Stockholder with respect to the sale of any Common Stock or Preferred Stock owned by such Take-along Stockholder in connection with this Section 4. Anything herein to the contrary notwithstanding, the Prospective Sellers shall have no obligation to any Take-along Stockholder to sell or otherwise dispose of the Take-along Shares pursuant to this Section 4 or as a result of any decision by the Prospective Sellers not to accept or consummate any Take-along Offer or sale with respect to the Take-along Shares (it being understood that any and all such decisions shall be made by the Prospective Sellers in their sole discretion). No Take-along Stockholder shall be entitled to make any sale of Common Stock or Preferred Stock directly to any Third Party pursuant to a Take-along Offer (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). Nothing in this Section 4 shall affect any of the obligations of any of the Stockholders under any other provision of this Agreement.

Take-Along Right. (a) If any StockholderSubject to Section 4.2(b) in the case of Cannae and the THL Holders, and Section 8.2(i) in the case of the THL Holders, if the Parent elects to consummate, or group of Stockholdersto cause the Company to consummate, individually or collectively owning in excess of 50% a transaction constituting a Sale of the then issued Company, Parent shall notify the Company and outstanding Common Stock the other Members in writing of that election and the other Members will consent to and raise no objections to the proposed transaction, and the Members 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 Parent; provided that each of Cannae and THL shall only be subject to the “take-along” provisions of this Section 10.1 to the extent that the Sale of the Company would result in, assuming consummation of such transaction, a Cannae Threshold Multiple of Investor Capital and THL Threshold Multiple of Investor Capital of greater than 2.0. Without limiting the foregoing, but subject to the conditions set forth therein, (treating i) if the Preferred Stock proposed Sale of the Company is structured as a sale of assets or a merger or consolidation, or otherwise requires Member approval, the Members and the Company will vote or cause to be voted all Units that they hold or with respect to which such Member has the power to direct the voting and which are entitled to vote on such transaction in favor of such transaction and will waive any appraisal rights which they may have in connection therewith and (ii) if it had been converted into Common Stock) (the "Prospective Sellers") shallproposed Sale of the Company is structured as or involves a sale or redemption of Units, in any transaction or series of related transactions, directly or indirectly, propose the Members will agree to sell for cash, cash equivalents or marketable securities all their pro-rata share of the stock held by them (the "Required Shares") to a Third Party or Parties (a "Take-along Offer"), the Prospective Sellers may, at their option, require each Units being sold in such Sale of the other Stockholders (the "Take-along Stockholders") to sell all the Common Stock and/or Preferred Stock owned or held by such Take-along Stockholders to the Third Party or Parties for the same consideration per share and otherwise Company on the same terms and conditions upon which approved by the Prospective Sellers shall sell Parent, and the Required Shares Members will execute any definitive sale agreements, and will make to the buyer the same representations, warranties, covenants, indemnities and agreements (assuming other than, in the conversion case of Parent, Cannae and THL, non-competition agreements) as the Preferred Stock); provided that, Maxtor shall not be obligated to sell its Common Stock pursuant to this Section 4 unless Parent makes in connection with such Sale of the Company, and must agree to bear their ratable share (which shall be proportionate based on the amount of Units that are being sold in such Sale of the Company) of all liabilities of the Members arising out of representations, warranties (other than those representations, warranties, covenants, indemnities and agreements that pertain specifically to a given Member), covenants, indemnities or other agreements made in the definitive sale agreements. Each Management Member hereby grants to Parent a power of attorney to execute and deliver in the Maxtor Note name and on behalf of such Management Member all such agreements, instruments and other documentation (including any written consents of Members) as is required to be repaid Transfer the Units held by such Management Member in fullaccordance with the provisions of this Section 10.1. (b) The obligations of the Members with respect to the Sale of the Company are subject to Section 4.2(b) in the case of Cannae and the THL Holders, Section 8.2(i) of the THL Holders and to the satisfaction of the following conditions: (i) The Prospective Sellers all Members shall provide receive the same form of consideration (which shall be cash or marketable securities) and the price per unit to be received by each Member will be determined as if the Company had been sold for the valuation implied by such Sale of the Company (by extrapolating such valuation to a written notice (sale of all of the "Take-along Notice"Units to the extent that such Sale of the Company is not a sale of all of the Units) and the proceeds of such Take-along Offer sale had been distributed by the Company in complete liquidation pursuant to each the rights and preferences set forth in Section 5.2 (for the avoidance of doubt, all holders of Class A Units shall receive the Take-along Stockholders not later than the twentieth same amount of consideration per Class A Unit), (20thii) Business Day prior all holders of rights without regard to vesting restrictions to acquire a particular class or series of securities will be given an opportunity to, upon the consummation of the sale contemplated Sale 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, unit or amount of Units received by the Take-along Offer. The Take-along Notice shall contain written notice holders of such type and class of Units in connection with the Sale of the exercise Company by (2) the number of Units, shares or aggregate amount of Units represented by such rights, and (iii) in no event shall the aggregate liability of any Member for representations, warranties, covenants, indemnities or agreements (other than with respect to such Member’s ownership of its Units, its ability to consummate the transfer thereof, and investment representations required under applicable securities laws) with respect to any Sale of the Prospective Sellers' rights Company exceed the proceeds received by such Member in such Sale of the Company. (c) Each Member will bear its or his pro-rata share (based upon the relative amount of consideration received by such Member in a Sale of the Company) of the reasonable and customary costs of any sale of Units pursuant to Section 4(a), setting forth a Sale of the consideration per share Company to be the extent such costs are incurred for the benefit of all Members and are not otherwise paid by the Third Party Company or Parties and the other material terms and conditions acquiring party. Costs incurred by or on behalf of a Member for its or his sole benefit will not be considered costs of the Take-along Offertransaction hereunder. Within fifteen (15) Business Days following In the date event that any transaction that the Take-along Notice is given (Parent elects to consummate or such later time as may cause to be necessary to allow compliance with applicable laws and regulations governing such sale), (ii) Within two (2) Business Days after the consummation of the sale of Common Stock and/or Preferred Stock of the Prospective Sellers and the Take-along Stockholders to the Third Party or Parties consummated pursuant to the Take-along Offerand in accordance with this Article X is not consummated for any reason, the Prospective Sellers shall remit to each of Company will reimburse the Take-along Stockholders the aggregate sales price of the Common Stock and/or Preferred Stock of such Take-along Stockholders sold pursuant thereto (less a pro rata portion of the Parent, Cannae and THL for all actual and reasonable expenses (including, without limitation, reasonable legal expenses) paid or incurred by the Prospective Sellers Parent, Cannae and THL in connection with such sale)therewith. (iii) If, at the end of the sixty (60) day period following the giving of the Take-along Notice, the Prospective Sellers shall not have completed the sale of all the Required Shares and the Common Stock and/or Preferred Stock delivered to the Prospective Sellers pursuant to Section 4(b)(i), the Prospective Sellers shall return to each of the Take-along Stockholders all certificates evidencing the Common Stock and/or Preferred Stock that such Take-along Stockholder delivered for sale pursuant to this Section 4 and such Take-along Stockholder's related power-of-attorney. (iv) Except as expressly provided in this Section 4, the Prospective Sellers shall have no obligation to any Take-along Stockholder with respect to the sale of any Common Stock or Preferred Stock owned by such Take-along Stockholder in connection with this Section 4. Anything herein to the contrary notwithstanding, the Prospective Sellers shall have no obligation to any Take-along Stockholder to sell or otherwise dispose of the Take-along Shares pursuant to this Section 4 or as a result of any decision by the Prospective Sellers not to accept or consummate any Take-along Offer or sale with respect to the Take-along Shares (it being understood that any and all such decisions shall be made by the Prospective Sellers in their sole discretion). No Take-along Stockholder shall be entitled to make any sale of Common Stock or Preferred Stock directly to any Third Party pursuant to a Take-along Offer (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). Nothing in this Section 4 shall affect any of the obligations of any of the Stockholders under any other provision of this Agreement.

Take-Along Right. (a) If any StockholderTHL elects to consummate, or group of Stockholdersto cause the Company to consummate, individually or collectively owning in excess of 50% a transaction constituting a Sale of the then issued Company, THL shall notify the Company and outstanding Common Stock the other Securityholders in writing of that election, the other Securityholders will consent to and raise no objections to the 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. Without limiting the foregoing, (treating i) if the Preferred Stock proposed Sale of the Company is structured as a sale of assets or a merger or consolidation, or otherwise requires equityholder approval, the 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 such transaction and will waive any appraisal rights which they may have in connection therewith and (ii) if it had been converted into Common Stock) (the "Prospective Sellers") shallproposed Sale of the Company is structured as or involves a sale or redemption of Securities, in any transaction or series of related transactions, directly or indirectly, propose the Securityholders will agree to sell for cash, cash equivalents or marketable securities all their pro-rata share of the stock held by them (the "Required Shares") to a Third Party or Parties (a "Take-along Offer"), the Prospective Sellers may, at their option, require each Securities being sold in such Sale of the other Stockholders (the "Take-along Stockholders") to sell all the Common Stock and/or Preferred Stock owned or held by such Take-along Stockholders to the Third Party or Parties for the same consideration per share and otherwise Company on the same terms and conditions upon which approved by THL, and the Prospective Sellers shall sell the Required Shares (assuming the conversion of the Preferred Stock); provided thatSecurityholders will execute any merger, Maxtor shall not be obligated to sell its Common Stock pursuant to this Section 4 unless asset purchase, security purchase, recapitalization or other sale agreement approved by THL in connection with such sale Sale of the Maxtor Note is to be repaid in fullCompany. (b) The obligations of the Securityholders with respect to the Sale of the Company are subject to the satisfaction of the following conditions: (i) The Prospective Sellers upon the consummation of the Sale of the Company, all of the holders of a particular class or series of Securities shall provide receive the same form and amount of consideration per share, unit or amount of Securities, or if any holders of a written notice (particular class or series of Securities are given an option as to the "Take-along Notice") form and amount of consideration to be received, all holders of such Take-along Offer class or series will be given the same option and (ii) all holders of rights without regard to each vesting or exercise restrictions to acquire a particular class or series of the Take-along Stockholders not later than the twentieth Securities will be given an opportunity to either (20thA) Business Day exercise such rights prior to the consummation of the sale contemplated by the Take-along Offer. The Take-along Notice shall contain written notice Sale of the exercise Company and participate in such sale as holders of the Prospective Sellers' rights pursuant to Section 4(a), setting forth the consideration per share to be paid by the Third Party such Securities or Parties and the other material terms and conditions of the Take-along Offer. Within fifteen (15B) Business Days following the date the Take-along Notice is given (or such later time as may be necessary to allow compliance with applicable laws and regulations governing such sale), (ii) Within two (2) Business Days after upon the consummation of the sale of Common Stock and/or Preferred Stock Sale of the Prospective Sellers and the Take-along Stockholders Company, receive in exchange for such rights consideration equal to the Third Party amount determined by multiplying (1) the same amount of consideration per share, unit or Parties pursuant to amount of Securities received by the Take-along Offer, the Prospective Sellers shall remit to each of the Take-along Stockholders the aggregate sales price of the Common Stock and/or Preferred Stock holders of such Take-along Stockholders sold pursuant thereto (less a pro rata portion type and class of the expenses (including, without limitation, reasonable legal expenses) incurred by the Prospective Sellers Securities in connection with the Sale of the Company less the exercise price per share, unit or amount of such sale)rights to acquire such Securities by (2) the number of shares, units or aggregate amount of Securities represented by such rights. (iiic) If, at Each Securityholder will bear its or his pro-rata share (based upon the end relative amount of Securities sold) of the sixty (60) day period following the giving reasonable and customary costs of any sale of Securities pursuant to a Sale of the Take-along Notice, Company to the Prospective Sellers shall not have completed extent such costs are incurred for the sale benefit of all the Required Shares Securityholders and the Common Stock and/or Preferred Stock delivered to the Prospective Sellers pursuant to Section 4(b)(i), the Prospective Sellers shall return to each of the Take-along Stockholders all certificates evidencing the Common Stock and/or Preferred Stock that such Take-along Stockholder delivered for sale pursuant to this Section 4 and such Take-along Stockholder's related power-of-attorney. (iv) Except as expressly provided in this Section 4, the Prospective Sellers shall have no obligation to any Take-along Stockholder with respect to the sale of any Common Stock or Preferred Stock owned by such Take-along Stockholder in connection with this Section 4. Anything herein to the contrary notwithstanding, the Prospective Sellers shall have no obligation to any Take-along Stockholder to sell or are not otherwise dispose of the Take-along Shares pursuant to this Section 4 or as a result of any decision paid by the Prospective Sellers not to accept Company or consummate any Take-along Offer or sale with respect to the Take-along Shares acquiring party (it being understood that any the reasonable and all such decisions documented legal fees of one counsel for the holders of Employee Securities up to a cap as determined by the Company's management committee prior to the Sale of the Company shall be made by deemed costs for the Prospective Sellers in their sole discretionbenefit of all Securityholders). No Take-along Stockholder Costs incurred by or on behalf of a Securityholder for its or his sole benefit will not be considered costs of the transaction hereunder. In the event that any transaction that THL elects to consummate or cause to be consummated pursuant to this Section 4.1 is not consummated for any reason, the Company will reimburse THL for all actual and reasonable expenses paid or incurred by THL in connection therewith. (d) Notwithstanding any provision in this Agreement to the contrary, THL Managers V, LLC shall be entitled to make be paid customary and reasonable fees by the Company for any investment banking services provided by it in connection with a Sale of the Company. The provisions of this Section 4.1 shall remain in effect following the first Public Offering. (e) In the event of a sale or exchange by the Securityholders of Common Stock all or Preferred Stock directly to any Third Party pursuant to a Take-along Offer substantially all of the Securities held by the Securityholders (it being understood whether by sale, merger, recapitalization, reorganization, consolidation, combination or otherwise), each Securityholder shall receive in exchange for the Securities held by such Securityholder the same portion of the aggregate consideration from such sale or exchange that all such sales shall be made only on Securityholder would have received if such aggregate consideration had been distributed by the terms and Company in complete liquidation pursuant to the procedures rights and preferences set forth in this Section 4)the LLC Agreement as in effect immediately prior to such sale or exchange. Nothing Each Securityholder shall take all necessary or desirable actions in this Section 4 shall affect any connection with the distribution of the obligations of any of aggregate consideration from such sale or exchange as requested by the Stockholders under any other provision of this AgreementCompany.

Take-Along Right. In the event that a Stockholder (athe “Offeree”) If receives a bona fide offer from a third party or parties other than the Company, any other Stockholder, or group of Stockholders, individually or collectively owning in excess of 50% of the then issued and outstanding Common Stock (treating the Preferred Stock as if it had been converted into Common Stock) a Permitted Transferee (the "Prospective Sellers"“Third-Party Buyer”) shallto purchase Stock owned by the Offeree (the “Take-Along Shares”), for a specified price payable in cash or otherwise and on specified terms and conditions (the “Take-Along Offer”), and the Offeree proposes to sell or otherwise transfer the Take-Along Shares to the Third-Party Buyer pursuant to the Take-Along Offer, the Offeree shall not effect such sale or transfer unless, in any transaction or series of related transactions, directly or indirectly, propose to sell for cash, cash equivalents or marketable securities all of the stock held by them (event the "Required Shares") to a Third Party or Parties (a "Take-along Offer"), the Prospective Sellers may, at their option, require each of Company and the other Stockholders (the "Take-along Stockholders") to sell have not purchased all the Common Stock and/or Preferred Stock owned or held by such Take-along Stockholders Along Shares pursuant to Section 2.2, each other Stockholder is first given the right to sell to the Third Third-Party or Parties for Buyer, at the same consideration price per share and otherwise on the same terms and conditions upon which the Prospective Sellers shall sell the Required Shares (assuming the conversion of the Preferred Stock); provided that, Maxtor shall not be obligated to sell its Common Stock pursuant to this Section 4 unless as stated in connection with such sale the Maxtor Note is to be repaid in full. (i) The Prospective Sellers shall provide a written notice (the "Take-along Notice") of such Take-along Offer to each of the Take-along Stockholders not later than the twentieth (20th) Business Day prior to the consummation of the sale contemplated Along Offer or as otherwise agreed by the Take-along Offer. The Take-along Notice shall contain written notice of Offeree and the exercise of the Prospective Sellers' rights pursuant to Section 4(a), setting forth the consideration per share to be paid by other Stockholders with the Third Party or Parties and the other material terms and conditions of the Take-along Offer. Within fifteen (15) Business Days following the date the Take-along Notice is given (or such later time as may be necessary to allow compliance with applicable laws and regulations governing such sale), (ii) Within two (2) Business Days after the consummation of the sale of Common Stock and/or Preferred Stock of the Prospective Sellers and the Take-along Stockholders Buyer, up to the Third Party or Parties pursuant number of shares of Stock equal to the Take-along OfferAlong Shares multiplied by a fraction, the Prospective Sellers numerator of 2 Section 2.2(f) was amended as of February 12, 2010, pursuant to Company and Stockholder consents approving an amendment to the types of trusts that qualify as Permitted Transferees. Section 2.2(f) was further amended as of May 13, 2010, pursuant to Company and Stockholder consents approving an amendment to the types of entities that qualify as Permitted Transferees of an individual Stockholder. INVESTOR RIGHTS AGREEMENT which shall remit to each of the Take-along Stockholders be the aggregate sales price number of the Common Stock and/or Preferred Stock shares of such Take-along Stockholders sold pursuant thereto (less a pro rata portion of the expenses (including, without limitation, reasonable legal expenses) incurred by the Prospective Sellers in connection with such sale). (iii) If, at the end of the sixty (60) day period following the giving of the Take-along Notice, the Prospective Sellers shall not have completed the sale of all the Required Shares and the Common Stock and/or Preferred Stock delivered to the Prospective Sellers pursuant to Section 4(b)(i), the Prospective Sellers shall return to each of the Take-along Stockholders all certificates evidencing the Common Stock and/or Preferred Stock that such Take-along Stockholder delivered for sale pursuant to this Section 4 and such Take-along Stockholder's related power-of-attorney. (iv) Except as expressly provided in this Section 4, the Prospective Sellers shall have no obligation to any Take-along Stockholder with respect to the sale of any Common Stock or Preferred Stock owned by such Takeother Stockholder (calculated on a fully-along Stockholder in connection with this Section 4. Anything herein to the contrary notwithstandingdiluted basis assuming full conversion and exercise of all Derivative Securities, the Prospective Sellers foregoing being a “Fully Diluted Basis”) and the denominator of which shall have no obligation be the aggregate number of shares of Stock outstanding on a Fully-Diluted Basis. Each Stockholder with a right to any Take-along Stockholder participate in a Take Along Offer is hereinafter referred to sell or otherwise dispose of the Take-along Shares pursuant to this Section 4 or as a result of any decision by the Prospective Sellers not to accept or consummate any Take-along Offer or sale with respect to the Take-along Shares (it being understood that any and all such decisions shall be made by the Prospective Sellers in their sole discretion). No Take-along Stockholder shall be entitled to make any sale of Common Stock or Preferred Stock directly to any Third Party pursuant to a Take-along Offer (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). Nothing in this Section 4 shall affect any of the obligations of any of the Stockholders under any other provision of this Agreement“Right Holder.”

Take-Along Right. (a) If any Stockholderno offer is made pursuant to Section 4.1 or if the Initiating Stockholder(s) decide not to accept the offer made by the Offeror pursuant to Section 4.1, and the Initiating Stockholder(s) elect to consummate, or group of Stockholdersto cause the Company to consummate, individually or collectively owning in excess of 50% a transaction constituting a Sale of the then issued and outstanding Common Stock (treating Company that satisfies the Preferred Stock as if it had been converted into Common Stock) (the "Prospective Sellers") shall, in any transaction or series requirements of related transactions, directly or indirectly, propose to sell for cash, cash equivalents or marketable securities all of the stock held by them (the "Required Shares") to a Third Party or Parties (a "Take-along Offer")Section 4.1, the Prospective Sellers may, at their option, require each of Initiating Stockholder(s) shall notify the Company and the other Stockholders in writing of that election, the other Stockholders will consent to and raise no objections to the proposed transaction, and the Stockholders 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 the Initiating Stockholder(s). Without limiting the foregoing, (i) if the "Take-along Stockholders"proposed Sale of the Company is structured as a sale of assets or a merger or consolidation, or otherwise requires Stockholder approval, the Stockholders and the Company will vote or cause to be voted all Shares that they hold or with respect to which such Stockholder has the power to direct the voting and which are entitled to vote on such transaction in favor of 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 Shares, the Stockholders will agree to sell all their pro-rata share of the Common Stock and/or Preferred Stock owned or held by Shares being sold in such Take-along Stockholders to Sale of the Third Party or Parties for the same consideration per share and otherwise Company on the same terms and conditions upon which approved by the Prospective Sellers shall sell Initiating Stockholder(s), and the Required Shares Stockholders will execute any definitive sale agreements, and will make to the buyer the same representations, warranties, covenants, indemnities and agreements (assuming other than non-competition agreements) as the conversion of the Preferred Stock); provided that, Maxtor shall not be obligated to sell its Common Stock pursuant to this Section 4 unless Initiating Stockholder(s) make in connection with such Sale of the Company (except that in the case of representations and warranties pertaining specifically to, or covenants made specifically by, any Initiating Stockholder(s), the other Stockholders shall make comparable representations and warranties pertaining specifically to (and, as applicable, covenants by) themselves), and must agree to bear their ratable share (which shall be proportionate based on the value of Shares that are being sold in such Sale of the Company) of all liabilities of the Stockholders arising out of representations, warranties (other than those representations, warranties, covenants, indemnities and agreements that pertain specifically to a given Stockholder), covenants, indemnities or other agreements made in the definitive sale the Maxtor Note is to be repaid in fullagreements. (b) The obligations of the Stockholders with respect to the Sale of the Company are subject to the satisfaction of the following conditions: (i) The Prospective Sellers shall provide a written notice (the "Take-along Notice") of such Take-along Offer to each of the Take-along Stockholders not later than the twentieth (20th) Business Day prior to upon the consummation of the sale contemplated by the Take-along Offer. The Take-along Notice shall contain written notice Sale of the exercise Company, all of the Prospective Sellers' rights holders of Shares shall receive the same form and amount of consideration per Share, or if any holders of a particular class or series of securities are given an option as to the form and amount of consideration to be received, all holders of such class or series will be given the same option, and (ii) in no event shall the aggregate liability of any Stockholder for representations, warranties, covenants, indemnities or agreements (other than with respect to such Stockholder’s ownership of its Shares, its ability to consummate the transfer thereof, and investment representations required under applicable securities laws) with respect to any Sale of the Company exceed the proceeds received by such Stockholder in such Sale of the Company. (c) Each Stockholder will bear its or his pro-rata share (based upon the relative amount of Shares sold) of the reasonable and customary costs of any sale of Shares pursuant to Section 4(a), setting forth a Sale of the consideration per share Company to be the extent such costs are incurred for the benefit of all Stockholders and are not otherwise paid by the Third Party Company or Parties and the other material terms and conditions acquiring party. Costs incurred by or on behalf of a Stockholder for its or his sole benefit will not be considered costs of the Take-along Offertransaction hereunder. Within fifteen (15In the event that any transaction that the Initiating Stockholder(s) Business Days following the date the Take-along Notice is given (elect to consummate or such later time as may cause to be necessary to allow compliance with applicable laws and regulations governing such sale), (ii) Within two (2) Business Days after the consummation of the sale of Common Stock and/or Preferred Stock of the Prospective Sellers and the Take-along Stockholders to the Third Party or Parties consummated pursuant to the Take-along Offerthis Article IV is not consummated for any reason, the Prospective Sellers shall remit to each of Company will reimburse the Take-along Stockholders the aggregate sales price of the Common Stock and/or Preferred Stock of such Take-along Stockholders sold pursuant thereto (less a pro rata portion of the Initiating Stockholder(s) for all actual and reasonable expenses (including, without limitation, reasonable legal expenses) paid or incurred by the Prospective Sellers Initiating Stockholder(s) in connection with such sale)therewith. (iii) If, at the end of the sixty (60) day period following the giving of the Take-along Notice, the Prospective Sellers shall not have completed the sale of all the Required Shares and the Common Stock and/or Preferred Stock delivered to the Prospective Sellers pursuant to Section 4(b)(i), the Prospective Sellers shall return to each of the Take-along Stockholders all certificates evidencing the Common Stock and/or Preferred Stock that such Take-along Stockholder delivered for sale pursuant to this Section 4 and such Take-along Stockholder's related power-of-attorney. (iv) Except as expressly provided in this Section 4, the Prospective Sellers shall have no obligation to any Take-along Stockholder with respect to the sale of any Common Stock or Preferred Stock owned by such Take-along Stockholder in connection with this Section 4. Anything herein to the contrary notwithstanding, the Prospective Sellers shall have no obligation to any Take-along Stockholder to sell or otherwise dispose of the Take-along Shares pursuant to this Section 4 or as a result of any decision by the Prospective Sellers not to accept or consummate any Take-along Offer or sale with respect to the Take-along Shares (it being understood that any and all such decisions shall be made by the Prospective Sellers in their sole discretion). No Take-along Stockholder shall be entitled to make any sale of Common Stock or Preferred Stock directly to any Third Party pursuant to a Take-along Offer (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). Nothing in this Section 4 shall affect any of the obligations of any of the Stockholders under any other provision of this Agreement.

Take-Along Right. (a) If any Stockholderthe Sponsor Group and Parent, acting together, elect to consummate, or group of Stockholdersto cause the Company to consummate, individually or collectively owning in excess of 50% a transaction constituting a Sale of the then issued and outstanding Common Stock (treating the Preferred Stock as if it had been converted into Common Stock) (the "Prospective Sellers") shall, in any transaction or series of related transactions, directly or indirectly, propose to sell for cash, cash equivalents or marketable securities all of the stock held by them (the "Required Shares") to a Third Party or Parties (a "Take-along Offer")Company, the Prospective Sellers may, at their option, require each of Sponsor Group and Parent shall notify the Company and the other Stockholders in writing of that election, the other Stockholders will consent to and raise no objections to the proposed transaction, and the Stockholders 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 Sponsor Group and Parent. Without limiting the foregoing, (i) if the "Take-along Stockholders"proposed Sale of the Company is structured as a sale of assets or a merger or consolidation, or otherwise requires Stockholder approval, the Stockholders and the Company will vote or cause to be voted all Shares that they hold or with respect to which such Stockholder has the power to direct the voting and which are entitled to vote on such transaction in favor of 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 Shares, the Stockholders will agree to sell all their pro-rata share of the Common Stock and/or Preferred Stock owned or held by Shares being sold in such Take-along Stockholders to Sale of the Third Party or Parties for the same consideration per share and otherwise Company on the same terms and conditions upon which approved by the Prospective Sellers shall sell Sponsor Group and Parent, and the Required Shares Stockholders will execute any Definitive Sale Agreements, and will make to the buyer the same representations, warranties, covenants, indemnities and agreements (assuming other than non-competition agreements) as the conversion of the Preferred Stock); provided that, Maxtor shall not be obligated to sell its Common Stock pursuant to this Section 4 unless Sponsors make in connection with such sale Sale of the Maxtor Note is Company (except that in the case of representations and warranties pertaining specifically to, or covenants made specifically by, any Sponsor, the other Stockholders shall make comparable representations and warranties pertaining specifically to (and, as applicable, covenants by) themselves), and must agree to bear their ratable share (which shall be repaid proportionate based on the value of Shares that are being sold in fullsuch Sale of the Company) of all liabilities of the Stockholders arising out of representations, warranties (other than those representations, warranties, covenants, indemnities and agreements that pertain specifically to a given Stockholder), covenants, indemnities or other agreements made in the Definitive Sale Agreements. (b) The obligations of the Stockholders with respect to the Sale of the Company are subject to the satisfaction of the following conditions: (i) The Prospective Sellers upon the consummation of the Sale of the Company, all of the holders of Shares shall provide receive the same form and amount of consideration per Share, or if any holders of a written notice (particular class or series of securities are given an option as to the "Take-along Notice") form and amount of consideration to be received, all holders of such Take-along Offer class or series will be given the same option, (ii) all holders of rights without regard to each vesting or exercise restrictions to acquire a particular class or series of the Take-along Stockholders not later than the twentieth securities will be given an opportunity to either (20thA) Business Day exercise such rights prior to the consummation of the sale contemplated by the Take-along Offer. The Take-along Notice shall contain written notice Sale of the exercise Company and participate in such sale as holders of the Prospective Sellers' rights pursuant to Section 4(a), setting forth the consideration per share to be paid by the Third Party such Securities or Parties and the other material terms and conditions of the Take-along Offer. Within fifteen (15B) Business Days following the date the Take-along Notice is given (or such later time as may be necessary to allow compliance with applicable laws and regulations governing such sale), (ii) Within two (2) Business Days after upon the consummation of the Sale 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, unit or amount of Shares received by the holders of such type and class of Shares in connection with the Sale of the Company less the exercise price per share, unit or amount of such rights to acquire such Shares by (2) the number of shares, units or aggregate amount of Shares represented by such rights, and (iii) in no event shall the aggregate liability of any Stockholder for representations, warranties, covenants, indemnities or agreements (other than with respect to such Stockholder's ownership of its Shares, its ability to consummate the transfer thereof, and investment representations required under applicable securities laws) with respect to any Sale of the Company exceed the proceeds received by such Stockholder in such Sale of the Company. (c) Each Stockholder will bear its or his pro-rata share (based upon the relative amount of Shares sold) of the reasonable and customary costs of any sale of Common Stock and/or Preferred Stock Shares pursuant to a Sale of the Prospective Sellers and the Take-along Stockholders Company to the Third Party extent such costs are incurred for the benefit of all Stockholders and are not otherwise paid by the Company or Parties the acquiring party. Costs incurred by or on behalf of a Stockholder for its or his sole benefit will not be considered costs of the transaction hereunder. In the event that any transaction that the Sponsor Group and Parent, acting together, elect to consummate or cause to be consummated pursuant to the Take-along Offerthis Article V is not consummated for any reason, the Prospective Sellers shall remit to each of Company will reimburse the Take-along Stockholders the aggregate sales price of the Common Stock and/or Preferred Stock of such Take-along Stockholders sold pursuant thereto (less a pro rata portion of the Sponsors and Parent for all actual and reasonable expenses (including, without limitation, reasonable legal expenses) paid or incurred by the Prospective Sellers Sponsors and Parent in connection with such sale)therewith. (iii) If, at the end of the sixty (60) day period following the giving of the Take-along Notice, the Prospective Sellers shall not have completed the sale of all the Required Shares and the Common Stock and/or Preferred Stock delivered to the Prospective Sellers pursuant to Section 4(b)(i), the Prospective Sellers shall return to each of the Take-along Stockholders all certificates evidencing the Common Stock and/or Preferred Stock that such Take-along Stockholder delivered for sale pursuant to this Section 4 and such Take-along Stockholder's related power-of-attorney. (iv) Except as expressly provided in this Section 4, the Prospective Sellers shall have no obligation to any Take-along Stockholder with respect to the sale of any Common Stock or Preferred Stock owned by such Take-along Stockholder in connection with this Section 4. Anything herein to the contrary notwithstanding, the Prospective Sellers shall have no obligation to any Take-along Stockholder to sell or otherwise dispose of the Take-along Shares pursuant to this Section 4 or as a result of any decision by the Prospective Sellers not to accept or consummate any Take-along Offer or sale with respect to the Take-along Shares (it being understood that any and all such decisions shall be made by the Prospective Sellers in their sole discretion). No Take-along Stockholder shall be entitled to make any sale of Common Stock or Preferred Stock directly to any Third Party pursuant to a Take-along Offer (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). Nothing in this Section 4 shall affect any of the obligations of any of the Stockholders under any other provision of this Agreement.

Take-Along Right. (a) If any Stockholderof WP, Gxxxxxx or group Wxxxxxxx, as the case may be, proposes to sell or transfer any of Stockholderstheir Shares (other than Preferred Stock) in one or more related transactions which will result in a sale or transfer by WP, individually Gxxxxxx or collectively owning in excess Wechsler, as the case may be, of 50% a majority of the aggregate number of Shares held by such parties, then issued WP, Gxxxxxx or Wxxxxxxx, as the case may be, shall promptly give written notice thereof (a “Take-Along Notice”) to the Original Shareholders at least 30 days prior to the closing of such sale or transfer. The Take-Along Notice shall specify the precise number of Shares or percentage of holdings to be sold or transferred and outstanding Common Stock (treating shall describe in reasonable detail the Preferred Stock as if it had been converted into Common Stock) (proposed sale or transfer including, without limitation, the "Prospective Sellers") shall, in any transaction or series of related transactions, directly or indirectly, propose to sell for cash, cash equivalents or marketable securities all name and address of the stock held by them prospective purchaser or transferee of the Shares (such purchaser or transferee and any other purchaser or transferee of the "Required Shares") to Shares permitted under this Agreement being a Third Party or Parties (a "Take-along Offer"“Prospective Transferee”), the Prospective Sellers may, at their option, require each number of and type of the Shares to be sold or transferred, the proposed amount and form of the conditions of payment thereof offered by the Prospective Transferee, that the Prospective Transferee has been informed of the take-along right in this Section 2(d) and has agreed to purchase Shares in accordance with the terms hereof and any other Stockholders material terms or conditions of the sale or transfer. Each Original Shareholder shall have the right, exercisable upon written notice (the "“Acceptance Notice”) delivered to WP, Gxxxxxx or Wechsler, as the case may be, within 15 days after such receipt of the Take-along Stockholders") Along Notice, to sell all the Common Stock and/or Preferred Stock owned participate in such sale or held by such Take-along Stockholders to the Third Party or Parties for the same consideration per share and otherwise transfer on the same terms and conditions upon which as set forth in the Take-Along Notice. The Acceptance Notice shall state that such Original Shareholder wishes to transfer Shares to the Prospective Sellers Transferee on the terms described in the Take-Along Notice, and shall sell state the Required number of Shares (assuming thereof that such Original Shareholder wishes to include in the conversion of proposed transfer. If such Original Shareholder has delivered a timely Acceptance Notice it shall have the Preferred Stock); provided that, Maxtor shall not be obligated right to sell its Common Stock pursuant a number of Shares equal to this Section 4 unless in connection with such sale the Maxtor Note is to be repaid in full. product obtained by multiplying (i) The Prospective Sellers shall provide a written notice (the "Take-along Notice") aggregate number of such Take-along Offer to each of the Take-along Stockholders not later than the twentieth (20th) Business Day prior to the consummation of the sale contemplated Shares covered by the Take-along Offer. The Take-along Along Notice shall contain written notice of the exercise of the Prospective Sellers' rights pursuant to Section 4(a), setting forth the consideration per share to be paid by the Third Party or Parties and the other material terms and conditions of the Take-along Offer. Within fifteen (15) Business Days following the date the Take-along Notice is given (or such later time as may be necessary to allow compliance with applicable laws and regulations governing such sale), (ii) Within two (2) Business Days after a fraction the consummation numerator of which is the number of Shares owned by the Original Shareholders at the time of the sale of Common Stock and/or Preferred Stock of the Prospective Sellers or transfer and the Take-along Stockholders to denominator of which is the Third Party or Parties pursuant to the Take-along Offernumber of Shares owned by WP, the Prospective Sellers shall remit to each of GW Shareholders and the Take-along Stockholders Original Shareholders at the aggregate sales price of the Common Stock and/or Preferred Stock time of such Take-along Stockholders sold pursuant thereto (less a pro rata portion sale or transfer. For purposes of the expenses (including, without limitation, reasonable legal expenses) incurred by the Prospective Sellers in connection with such sale). (iii) If, at the end of the sixty (60) day period following the giving of the Take-along Notice, the Prospective Sellers shall not have completed the sale of all the Required Shares and the Common Stock and/or Preferred Stock delivered to the Prospective Sellers pursuant to this Section 4(b)(i2(d), the Prospective Sellers number of Shares owned by a party shall return to each be the number of the Take-along Stockholders all certificates evidencing the shares of Common Stock and/or Preferred Stock that such Take-along Stockholder delivered for sale pursuant to this Section 4 and such Take-along Stockholder's related power-of-attorney. (iv) Except as expressly provided in this Section 4, the Prospective Sellers shall have no obligation to any Take-along Stockholder with respect to the sale of any Common Stock or Preferred Stock owned by such Take-along Stockholder in connection with this Section 4. Anything herein to the contrary notwithstandingparty assuming that such party exercises all of its exchange, the Prospective Sellers shall have no obligation to any Take-along Stockholder to sell or otherwise dispose of the Take-along Shares pursuant to this Section 4 or as a result of any decision by the Prospective Sellers not to accept or consummate any Take-along Offer or sale conversion and subscription and similar rights with respect to the Take-along Shares (it being understood that any and all such decisions shall be made by the Prospective Sellers in their sole discretion). No Take-along Stockholder shall be entitled to make any sale of Common Stock or Preferred Stock directly to any Third Party pursuant to a Take-along Offer (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). Nothing in this Section 4 shall affect any securities of the obligations of any of the Stockholders under any other provision of this AgreementCompany.