Common use of Take-Along Rights Clause in Contracts

Take-Along Rights. (a) If Vestar elects to consummate, or to cause the Corporation or Holdings to consummate, a transaction constituting a Sale of DynaVox, Vestar shall notify the Corporation and Holdings and 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 Corporation and Holdings will take all other actions reasonably necessary or desirable to cause the consummation of such Sale of DynaVox on the terms proposed by Vestar; provided, that no Securityholder shall be required to enter into any non-compete or similar arrangement without their actual consent. Without limiting the foregoing, (i) if the proposed Sale of DynaVox is structured as a sale of assets or a merger or consolidation, or otherwise requires equityholder approval, the Securityholders 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 the proposed Sale of DynaVox is structured as or involves a sale or redemption of Securities, the Securityholders will agree to sell their pro-rata share of the Securities being sold in such Sale of DynaVox on the terms and conditions approved by Vestar, and the Securityholders will execute any merger, asset purchase, security purchase, recapitalization or other sale agreement approved by Vestar in connection with such Sale of DynaVox. (b) The obligations of each of the Securityholders with respect to the Sale of DynaVox are subject to the satisfaction of the following conditions: (i) upon the consummation of the Sale of DynaVox, all of the holders of a particular class or series of Securities shall receive the same form and amount of consideration per share, unit or amount of Securities, 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; (ii) such Securityholder shall be given the ability to exercise his or its rights pursuant to the Exchange Agreement prior to the consummation of the Sale, and to receive in connection with such Sale the consideration which would be received on account of the Securities issuable pursuant to such exchange pursuant to the Exchange Agreement; (iii) any representations and warranties to be made by such Securityholder in connection with the Sale of DynaVox shall be limited to representations and warranties related to authority, ownership and the ability to convey title to such Securities and no Securityholder shall be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Sale of DynaVox, other than representations and warranties by or in respect of the Corporation and/or Holdings; (iv) the liability for indemnification, if any, of such Securityholder in the Sale of DynaVox and for the inaccuracy of any representations and warranties made by or in respect of the Corporation or Holdings in connection with such Sale of DynaVox, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach), and is pro rata in proportion to the amount of consideration paid to such Securityholder in connection with such Sale of DynaVox; and (v) the liability for indemnification shall be limited to such Securityholder’s applicable share (determined based on the respective proceeds payable to each Securityholder in connection with such Sale of DynaVox) of a negotiated aggregate indemnification amount that applies equally to all Securityholders but that in no event exceeds the amount of consideration otherwise payable to such Securityholder in connection with such Sale of DynaVox, except with respect to claims related to fraud or breaches of representations or warranties by such Securityholder, the liability for which need not be limited as to such Securityholder; (c) Each Securityholder will bear its or his pro-rata share (based upon the relative amount of Securities sold) of the reasonable costs of any sale of Securities pursuant to a Sale of DynaVox to the extent such costs are incurred for the benefit of all Securityholders and are not otherwise paid by the Corporation, Holdings or the acquiring party. 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 Vestar elects to consummate or cause to be consummated pursuant to this Section 5.1 is not consummated for any reason, Holdings will reimburse Vestar for all actual and reasonable expenses paid or incurred by Vestar in connection therewith. (d) Notwithstanding any provision in this Agreement to the contrary, Vestar and Park Avenue and/or their Affiliates shall be entitled to be paid customary and reasonable fees by the Corporation and/or Holdings for any investment banking services provided by them in connection with a Sale of DynaVox.

Take-Along Rights. (a) If Vestar elects to consummate, or to cause the Corporation or Holdings Company to consummate, a transaction constituting a Sale of DynaVoxthe Company, Vestar shall notify the Corporation and Holdings Company and 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 Corporation and Holdings Company will take all other actions reasonably necessary or desirable to cause the consummation of such Sale of DynaVox the Company on the terms proposed by Vestar; provided, that no Securityholder shall be required to enter into any non-compete or similar arrangement without their actual consent. Without limiting the foregoing, (i) if the proposed Sale of DynaVox 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, therewith and (ii) if the proposed Sale of DynaVox the Company is structured as or involves a sale or redemption of Securities, the Securityholders will agree to sell their pro-rata share of the Securities being sold in such Sale of DynaVox the Company on the terms and conditions approved by Vestar, and the Securityholders will execute any merger, asset purchase, security purchase, recapitalization or other sale agreement approved by Vestar in connection with such Sale of DynaVoxthe Company. (b) The obligations of each of the Securityholders with respect to the Sale of DynaVox the Company are subject to the satisfaction of the following conditions: : (i) upon the consummation of the Sale of DynaVoxthe Company, all of the holders of a particular class or series of Securities shall receive the same form and amount of consideration per share, unit or amount of Securities, 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; option (it being understood that, for purposes of this Section 4.1(b) only, Class A Units, Class B Units and Class C Units shall be considered the same type and class of Unit); (ii) such Securityholder shall the Company's compliance with Section 3.5, if applicable; and (iii) all holders of rights, without regard to time vesting or exercise restrictions, to acquire a particular class or series of Securities will be given the ability an opportunity to either (A) exercise his or its such rights pursuant to the Exchange Agreement prior to the consummation of the SaleSale of the Company and participate in such sale as holders of such Securities or (B) upon the consummation of the Sale of the Company, and to receive in connection with exchange for such Sale the rights consideration which would be received on account of the Securities issuable pursuant to such exchange pursuant equal to the Exchange Agreement; amount determined by multiplying (iii1) any representations the same amount of consideration per share, unit or amount of Securities received by the holders of such type and warranties to be made by such Securityholder class of Securities in connection with the Sale of DynaVox shall be limited the Company less the exercise price per share, unit or amount of such rights to representations and warranties related to authority, ownership and the ability to convey title to acquire such Securities and no Securityholder shall be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Sale of DynaVox, other than representations and warranties by or in respect of the Corporation and/or Holdings; (iv2) the liability for indemnificationnumber of shares, if any, of such Securityholder in the Sale of DynaVox and for the inaccuracy of any representations and warranties made by units or in respect of the Corporation or Holdings in connection with such Sale of DynaVox, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach), and is pro rata in proportion to the aggregate amount of consideration paid to such Securityholder in connection with such Sale of DynaVox; and (v) the liability for indemnification shall be limited to such Securityholder’s applicable share (determined based on the respective proceeds payable to each Securityholder in connection with such Sale of DynaVox) of a negotiated aggregate indemnification amount that applies equally to all Securityholders but that in no event exceeds the amount of consideration otherwise payable to such Securityholder in connection with such Sale of DynaVox, except with respect to claims related to fraud or breaches of representations or warranties Securities represented by such Securityholder, the liability for which need not be limited as to such Securityholder;rights. (c) Each Securityholder will bear its or his pro-rata share (based upon the relative amount of Securities sold) of the reasonable costs of any sale of Securities pursuant to a Sale of DynaVox the Company to the extent such costs are incurred for the benefit of all Securityholders and are not otherwise paid by the Corporation, Holdings Company or the acquiring party. 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 Vestar elects to consummate or cause to be consummated pursuant to this Section 5.1 4.1 is not consummated for any reason, Holdings the Company will reimburse Vestar for all actual and reasonable expenses paid or incurred by Vestar in connection therewiththerewith and will reimburse each other Securityholder for any expenses it previously paid pursuant to the first sentence of this Section 4.1(c). (d) Notwithstanding any provision in this Agreement to the contrary, Vestar and Park Avenue and/or their Affiliates Capital Partners shall be entitled to be paid customary and reasonable fees by the Corporation and/or Holdings Company for any investment banking services provided by them it in connection with a Sale of DynaVoxthe Company. (e) In the event of a sale or exchange by the Securityholders of all or substantially all of the Securities held by the Securityholders (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 such Securityholder would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the LLC Agreement as in effect immediately prior to such sale or exchange. Each Securityholder shall take all necessary or desirable actions in connection with the distribution of the aggregate consideration from such sale or exchange as requested by the Company. (f) Notwithstanding anything contained herein to the contrary, upon the consummation of the Sale of the Company, the Securityholders shall not receive any of the proceeds from such Sale of the Company unless and until Agrilink's payment obligations to Pro-Fac contained in that certain letter agreement dated as of August 19, 2002 by and between Agrilink and Pro-Fac have been satisfied pursuant to the terms of such letter agreement.

Take-Along Rights. (a) If Vestar elects the IPC Majority Holders elect to consummate, or to cause the Corporation or Holdings Company to consummate, a transaction constituting a Sale of DynaVoxCompany Sale, Vestar or the IPC Majority Holders elect to consummate a transaction constituting a Preferred Stock Sale, then, in either case, the IPC Majority Holders shall notify the Corporation and Holdings Company and the other Securityholders in writing at least 30 days prior to the consummation of that electionsuch transaction of their election to exercise their rights under this Section 4. If the IPC Majority Holders deliver such notice, then, subject to this Section 4(a), the other Securityholders will shall vote for, consent to to, and raise no objections to the proposed transaction, and the Securityholders (including the IPC Holders) and the Corporation and Holdings will Company shall take all other actions reasonably necessary or desirable to cause the consummation of such Company Sale of DynaVox or Preferred Stock Sale on the terms proposed by Vestar; provided, that no Securityholder shall be required to enter into any non-compete or similar arrangement without their actual consentthe IPC Majority Holders. Without limiting the foregoing, (i) if the proposed Company Sale of DynaVox is structured as a sale of assets or a merger or consolidation, or otherwise requires equityholder approval, the Securityholders will each Securityholder shall vote or cause to be voted all Securities Securityholder Shares that they hold such Securityholder holds 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 shall waive any dissenter’s rights, appraisal rights or similar rights which they such Securityholder may have in connection therewith, and (ii) if the proposed Company Sale of DynaVox is structured as or involves a sale or redemption of SecuritiesSecurityholder Shares, the Securityholders will shall agree to sell their pro-pro rata share of the Securities Securityholder Shares being sold in such Company Sale of DynaVox on the terms and conditions approved by Vestarand applicable to the IPC Majority Holders, and the such Securityholders will shall execute any merger, asset purchase, security purchase, recapitalization or other sale agreement all documents reasonably required to effectuate such Company Sale and approved by Vestar the IPC Majority Holders in connection with such Company Sale, (iii) with respect to a Preferred Stock Sale, the Securityholders shall agree to sell their pro rata share of Series A Preferred Stock being sold or redeemed in such Preferred Stock Sale on the terms and conditions approved by the IPC Majority Holders, and such Securityholders shall execute all documents required to effectuate such Preferred Stock Sale and approved by, and applicable to, the IPC Majority Holders in connection with such Preferred Stock Sale; provided that as a condition to consummating the Preferred Stock Sale, the Certificate of DynaVoxIncorporation shall be amended to eliminate the rights of the holders of Series A Preferred Stock to elect the Class A Directors, (iv) each Demand Holder and Management Holder shall be obligated to provide the same representations, warranties, covenants and agreements that the IPC Majority Holders agree to provide in connection with such Company Sale or Preferred Stock Sale (except that each Securityholder shall be obligated to provide any such obligations that relate specifically to a particular Securityholder such as representations and warranties given by a Securityholder regarding such Securityholder’s title to and ownership of such Securityholder’s Securityholder Shares), and (v) each Securityholder shall be obligated to join on a pro rata basis (based on the relative consideration to be received by each such Securityholder) in any indemnification or other obligations that the IPC Majority Holders agree to provide in connection with such Company Sale or Preferred Stock Sale (other than any such obligations that relate specifically to a particular Securityholder such as indemnification with respect to representations and warranties given by a Securityholder regarding such Securityholder’s title to and ownership of such Securityholder’s Securityholder Shares); provided that the indemnification obligation of each Securityholder shall not exceed the aggregate consideration to be received by such Securityholder. (b) The obligations of each of the Securityholders with respect to the Company Sale of DynaVox are subject to the satisfaction of the following conditions: (i) condition that upon the consummation of the Sale of DynaVoxCompany Sale, all of the holders of a particular class or series of Securities Securityholder Shares shall receive the same form and amount of consideration per share, unit or amount of Securities, share (including that received by the IPC Majority Holders) or if any holders of a particular class or series of Securities Securityholder Shares are given an option as to the form and amount of consideration to be received, all holders of such class or series will shall be given the same option (including that given to the IPC Majority Holders). The obligations of the Securityholders with respect to the Preferred Stock Sale are subject to the condition that upon the consummation of the Preferred Stock Sale, all of the holders of the Series A Preferred Stock shall receive the same form and amount of consideration per share or if any holders of Series A Preferred Stock are given an option as to the form and amount of consideration to be received, all holders of Series A Preferred Stock shall be given the same option; (ii) such . In addition, the Company shall have the right to require that all holders of then currently exercisable rights to acquire a particular class or series of Securityholder Shares shall be given an opportunity, at the ability Securityholder’s option, to either (i) exercise his or its such rights pursuant to the Exchange Agreement prior to the consummation of the Company Sale and participate in such sale as holders of such Securityholder Shares or (ii) upon the consummation of the Company Sale, and to receive in connection with exchange for such Sale the rights consideration which would be received on account of the Securities issuable pursuant to such exchange pursuant equal to the Exchange Agreement; amount determined by multiplying (iii1) any representations the same amount of consideration per share or amount of Securityholder Shares received by the holders of such type and warranties to be made by such class of Securityholder Shares in connection with the Company Sale less the exercise price per share or amount of DynaVox shall be limited such rights to representations and warranties related to authority, ownership and the ability to convey title to acquire such Securities and no Securityholder shall be liable for the inaccuracy of any representation or warranty made Shares by any other Person in connection with the Sale of DynaVox, other than representations and warranties by or in respect of the Corporation and/or Holdings; (iv2) the liability for indemnification, if any, number of such Securityholder in the Sale of DynaVox and for the inaccuracy of any representations and warranties made by shares or in respect of the Corporation or Holdings in connection with such Sale of DynaVox, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach), and is pro rata in proportion to the aggregate amount of consideration paid to such Securityholder in connection with such Sale of DynaVox; and (v) the liability for indemnification shall be limited to such Securityholder’s applicable share (determined based on the respective proceeds payable to each Securityholder in connection with such Sale of DynaVox) of a negotiated aggregate indemnification amount that applies equally to all Securityholders but that in no event exceeds the amount of consideration otherwise payable to such Securityholder in connection with such Sale of DynaVox, except with respect to claims related to fraud or breaches of representations or warranties Shares represented by such Securityholder, the liability for which need not be limited as to such Securityholder;rights. (c) Each If a Company Sale or Preferred Stock Sale is consummated, then each Securityholder will shall bear its or his pro-such Person’s pro rata share (based upon the relative amount of Securities soldconsideration received by such Securityholder) of the reasonable costs of any sale of Securities Securityholder Shares pursuant to a Company Sale of DynaVox or a Preferred Stock Sale to the extent such costs are incurred for the benefit of all Securityholders and are not otherwise paid by the Corporation, Holdings Company or the acquiring party. Costs incurred by or on behalf of a Securityholder for its or his such Person’s sole benefit will shall not be considered costs of the transaction hereunder. In the event that any transaction that Vestar the Company or a IPC Holder, as applicable, elects to consummate or cause to be consummated pursuant to this Section 5.1 4 is not consummated for any reason, Holdings will the Company shall reimburse Vestar the IPC Holders for all actual and reasonable expenses paid or incurred by Vestar the IPC Holders in connection therewith. (d) Notwithstanding any provision The rights granted in this Agreement Section 4 shall terminate on the later of the consummation of a Qualified Public Offering and the date on which the Securityholder Shares cease to represent at least 40% of all Common Stock including Common Stock Equivalents of the contrary, Vestar and Park Avenue and/or their Affiliates shall be entitled to be paid customary and reasonable fees by the Corporation and/or Holdings for any investment banking services provided by them in connection with a Sale of DynaVoxCompany.

Take-Along Rights. (a) If Vestar elects to consummate, or to cause the Corporation or Holdings Company to consummate, a transaction constituting a Sale of DynaVoxthe Company, Vestar shall notify the Corporation and Holdings Company and 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 Corporation and Holdings Company will take all other actions reasonably necessary or desirable to cause the consummation of such Sale of DynaVox the Company on the terms proposed by Vestar; provided, that no Securityholder shall be required to enter into any non-compete or similar arrangement without their actual consent. Without limiting the foregoing, (i) if the proposed Sale of DynaVox 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, therewith and (ii) if the proposed Sale of DynaVox the Company is structured as or involves a sale or redemption of Securities, the Securityholders will agree to sell their pro-rata share of the Securities being sold in such Sale of DynaVox the Company on the terms and conditions approved by Vestar, and the Securityholders will execute any merger, asset purchase, security purchase, recapitalization or other sale agreement approved by Vestar in connection with such Sale of DynaVoxthe Company. (b) The obligations of each of the Securityholders with respect to the Sale of DynaVox the Company are subject to the satisfaction of the following conditions: : (i) upon the consummation of the Sale of DynaVoxthe Company, all of the holders of a particular class or series of Securities shall receive the same form and amount of consideration per share, unit or amount of Securities, 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; option and (ii) such Securityholder shall all holders of rights without regard to vesting or exercise restrictions to acquire a particular class or series of Securities will be given the ability an opportunity to either (A) exercise his or its such rights pursuant to the Exchange Agreement prior to the consummation of the SaleSale of the Company and participate in such sale as holders of such Securities or (B) upon the consummation of the Sale of the Company, and to receive in connection with exchange for such Sale the rights consideration which would be received on account of the Securities issuable pursuant to such exchange pursuant equal to the Exchange Agreement; amount determined by multiplying (iii1) any representations the same amount of consideration per share, unit or amount of Securities received by the holders of such type and warranties to be made by such Securityholder class of Securities in connection with the Sale of DynaVox shall be limited the Company less the exercise price per share, unit or amount of such rights to representations and warranties related to authority, ownership and the ability to convey title to acquire such Securities and no Securityholder shall be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Sale of DynaVox, other than representations and warranties by or in respect of the Corporation and/or Holdings; (iv2) the liability for indemnificationnumber of shares, if any, of such Securityholder in the Sale of DynaVox and for the inaccuracy of any representations and warranties made by units or in respect of the Corporation or Holdings in connection with such Sale of DynaVox, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach), and is pro rata in proportion to the aggregate amount of consideration paid to such Securityholder in connection with such Sale of DynaVox; and (v) the liability for indemnification shall be limited to such Securityholder’s applicable share (determined based on the respective proceeds payable to each Securityholder in connection with such Sale of DynaVox) of a negotiated aggregate indemnification amount that applies equally to all Securityholders but that in no event exceeds the amount of consideration otherwise payable to such Securityholder in connection with such Sale of DynaVox, except with respect to claims related to fraud or breaches of representations or warranties Securities represented by such Securityholder, the liability for which need not be limited as to such Securityholder;rights. (c) Each Securityholder will bear its or his pro-rata share (based upon the relative amount of Securities sold) of the reasonable and customary costs of any sale of Securities pursuant to a Sale of DynaVox the Company to the extent such costs are incurred for the benefit of all Securityholders and are not otherwise paid by the Corporation, Holdings Company or the acquiring partyparty (it being understood that the reasonable and 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 deemed costs for the benefit of all Securityholders). 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 Vestar elects to consummate or cause to be consummated pursuant to this Section 5.1 4.1 is not consummated for any reason, Holdings the Company will reimburse Vestar for all actual and reasonable expenses paid or incurred by Vestar in connection therewith. (d) Notwithstanding any provision in this Agreement to the contrary, Vestar and Park Avenue and/or their Affiliates Capital Partners shall be entitled to be paid customary and reasonable fees by the Corporation and/or Holdings Company for any investment banking services provided by them it in connection with a Sale of DynaVoxthe 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 all or substantially all of the Securities held by the Securityholders (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 such Securityholder would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the LLC Agreement as in effect immediately prior to such sale or exchange. Each Securityholder shall take all necessary or desirable actions in connection with the distribution of the aggregate consideration from such sale or exchange as requested by the Company.

Take-Along Rights. (a) If Vestar elects the Joint Majority Holders at any time following the Effective Date jointly elect to consummate, or to cause the Corporation or Holdings Company to consummate, a transaction constituting a Sale of DynaVoxCompany Sale, Vestar the Joint Majority Holders shall notify the Corporation and Holdings Company and the other Securityholders Members in writing of that such election. The other Members shall have no consent, the other Securityholders will consent voting or appraisal rights with respect to such a Company Sale and raise shall have no objections right to object to the proposed transaction, . The Members and the Securityholders and the Corporation and Holdings will Company shall take all other actions reasonably necessary or desirable to cause the consummation of such Company Sale of DynaVox on the terms proposed by Vestar; provided, that no Securityholder shall be required to enter into any non-compete or similar arrangement without their actual consentthe Joint Majority Holders. Without limiting the foregoing, (i) if the proposed Company Sale of DynaVox is structured as a sale of assets or a merger or consolidation, or otherwise requires equityholder approval, the Securityholders 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 the proposed Sale of DynaVox is structured as or involves a sale or redemption of SecuritiesCommon Membership Interests, the Securityholders will Members shall agree to sell their pro-pro rata share of the Securities Common Membership Interests being sold in such Company Sale (based on the number of DynaVox Common Membership Interests held by each Member) on the terms and conditions approved by Vestarthe Joint Majority Holders, and the Securityholders will Members shall execute any merger, asset purchase, security purchase, recapitalization or other sale agreement approved by Vestar the Joint Majority Holders in connection with such Sale of DynaVoxCompany Sale. (b) The obligations Each Member shall bear such Member’s pro rata share (based upon the relative value of each Membership Interests sold) of the Securityholders costs of any sale of Membership Interests pursuant to a Company Sale to the extent such costs are incurred for the benefit of all Members and are not otherwise paid by the Company or the acquiring Person and shall be obligated to provide the same representations, warranties, covenants and agreements that the Joint Majority Holders agree to provide in connection with such transaction; provided that the representations and warranties provided by any Member pursuant to this Section 12.4 (but not such Member’s indemnification obligations) shall be limited to representations and warranties relating to non-contravention, title and ownership of, and authority to sell, such Membership Interests. Each Member shall be obligated to join severally on a pro rata basis (based on the relative consideration to be received in respect of the Membership Interests to be sold) in any indemnification or other obligations that the Joint Majority Holders agree to provide or undertake in connection with such transaction (including any representations given with respect to the Sale of DynaVox are subject to the satisfaction business and condition of the following conditions: Company and/or its Subsidiaries, but other than any such obligations that relate specifically to a particular member, such as indemnification with respect to representations and warranties given by a Member regarding such Member’s non-contravention, title and ownership of, and authority to sell, such Membership Interests); provided that (i) upon the consummation liability resulting from any such indemnity or similar obligation shall be several and not joint as among the indemnitors, and (ii) no Member shall be obligated in connection with such transaction to agree to indemnify or hold harmless the purchaser with respect to an amount in excess of the Sale net cash proceeds paid to such Member in connection with such transaction. Costs incurred by or on behalf of DynaVoxa Member for such Member’s sole benefit shall not be considered costs of the transaction hereunder. In the event that any transaction that the Joint Majority Holders elect to consummate or cause to be consummated pursuant to this Section 12.4 is not consummated for any reason, the Company shall reimburse the Joint Majority Holders for all actual, reasonable and documented out-of-pocket expenses paid or incurred by the Joint Majority Holders in connection therewith and shall reimburse each other Member for any expenses it previously paid pursuant to the first sentence of this Section 12.4(b). (c) In the event of a sale or exchange by the Members of all or substantially all of the holders Membership Interests held by the Members (whether by sale, merger, recapitalization, reorganization, consolidation, combination or otherwise and whether as part of a particular class Company Sale or series of Securities otherwise), each Member shall receive in exchange for the Membership Interests held by such Member the same form of consideration as each other Member, and the aggregate consideration payable upon consummation of such Company Sale to all Members in respect of their Membership Interests shall be apportioned and distributed (subject to adjustment for Company expenses, purchase price adjustments, escrow amounts, purchase price holdbacks, indemnity obligations and other similar items) as between the Membership Interests in accordance with the distribution priorities set forth in Section 5.2, as in effect immediately prior to such Company Sale, after giving effect to all prior Distributions, and as among the holders of Membership Interests, ratably based on the Membership Interests actually Transferred in such Company Sale; provided, that the amount of consideration per sharereceived by the Class C-1 Holders shall be appropriately adjusted to reflect the fair value of their economic interest in the Company as determined by the Board of Managers in its reasonable discretion; provided, unit or amount further, that if there is more than one form of Securitiesconsideration, or each form of consideration shall be apportioned and distributed as between the Membership Interests on a pro rata basis among the Common Membership Interests in accordance with the relative distribution priority set forth in Section 5.2, as in effect immediately prior to such Company Sale, after giving effect to all prior Distributions, and, as between the holders of Membership Interests, ratably in accordance with each Member’s pro rata share (based on the number of Membership Interests held by each Member); provided, further, that if any holders of a particular class or series of Securities Membership Interests are given an option as to the form and amount of consideration to be received, all holders each holder of such class or series will Common Membership Interests shall be given the same option; (ii) such Securityholder . Each Member shall be given the ability to exercise his take all necessary or its rights pursuant to the Exchange Agreement prior to the consummation of the Sale, and to receive in connection with such Sale the consideration which would be received on account of the Securities issuable pursuant to such exchange pursuant to the Exchange Agreement; (iii) any representations and warranties to be made by such Securityholder desirable actions in connection with the Sale of DynaVox shall be limited to representations and warranties related to authority, ownership and distribution or allocation among the ability to convey title to such Securities and no Securityholder shall be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Sale of DynaVox, other than representations and warranties by or in respect Members of the Corporation and/or Holdings; (iv) the liability for indemnification, if any, of aggregate consideration from such Securityholder in the Sale of DynaVox and for the inaccuracy of any representations and warranties made by sale or in respect of the Corporation or Holdings in connection with such Sale of DynaVox, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach), and is pro rata in proportion to the amount of consideration paid to such Securityholder in connection with such Sale of DynaVox; and (v) the liability for indemnification shall be limited to such Securityholder’s applicable share (determined based on the respective proceeds payable to each Securityholder in connection with such Sale of DynaVox) of a negotiated aggregate indemnification amount that applies equally to all Securityholders but that in no event exceeds the amount of consideration otherwise payable to such Securityholder in connection with such Sale of DynaVox, except with respect to claims related to fraud or breaches of representations or warranties by such Securityholder, the liability for which need not be limited exchange as to such Securityholder; (c) Each Securityholder will bear its or his pro-rata share (based upon the relative amount of Securities sold) of the reasonable costs of any sale of Securities pursuant to a Sale of DynaVox to the extent such costs are incurred for the benefit of all Securityholders and are not otherwise paid requested by the Corporation, Holdings or the acquiring party. 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 Vestar elects to consummate or cause to be consummated pursuant to this Section 5.1 is not consummated for any reason, Holdings will reimburse Vestar for all actual and reasonable expenses paid or incurred by Vestar in connection therewithCompany. (d) Notwithstanding any provision in this Agreement to the contrary, Vestar and Park Avenue and/or their Affiliates shall be entitled to be paid customary and reasonable fees by the Corporation and/or Holdings for any investment banking services provided by them in connection with a Sale of DynaVox.

Take-Along Rights. (a) If Vestar elects the Joint Majority Holders at any time following the Effective Date jointly elect to consummate, or to cause the Corporation or Holdings Company to consummate, a transaction constituting a Sale of DynaVoxCompany Sale, Vestar the Joint Majority Holders shall notify the Corporation and Holdings Company and the other Securityholders Members in writing of that such election. The other Members (other than the Treasury Preferred Holder and the Class E Preferred Holder) shall have no consent, the other Securityholders will consent voting or appraisal rights with respect to such a Company Sale and raise shall have no objections right to object to the proposed transaction, . The Members (other than the Treasury Preferred Holder and the Securityholders Class E Preferred Holder) and the Corporation and Holdings will Company shall take all other actions reasonably necessary or desirable to cause the consummation of such Company Sale of DynaVox on the terms proposed by Vestar; provided, that no Securityholder shall be required to enter into any non-compete or similar arrangement without their actual consentthe Joint Majority Holders. Without limiting the foregoing, (i) if the proposed Company Sale of DynaVox is structured as a sale of assets or a merger or consolidation, or otherwise requires equityholder approval, the Securityholders 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 the proposed Sale of DynaVox is structured as or involves a sale or redemption of SecuritiesCommon Membership Interests, the Securityholders will Members shall agree to sell their pro-pro rata share of the Securities Common Membership Interests being sold in such Company Sale (based on the number of DynaVox Common Membership Interests held by each Member) on the terms and conditions approved by Vestarthe Joint Majority Holders, and the Securityholders will Members shall execute any merger, asset purchase, security purchase, recapitalization or other sale agreement approved by Vestar the Joint Majority Holders in connection with such Sale of DynaVoxCompany Sale. (b) The obligations Each Member (other than the Class E Preferred Holder) shall bear such Member’s pro rata share (based upon the relative value of each Membership Interests sold) of the Securityholders costs of any sale of Membership Interests pursuant to a Company Sale to the extent such costs are incurred for the benefit of all Members and are not otherwise paid by the Company or the acquiring Person and shall be obligated to provide the same representations, warranties, covenants and agreements that the Joint Majority Holders agree to provide in connection with such transaction; provided that the representations and warranties provided by any Member pursuant to this Section 12.4 (but not such Member’s indemnification obligations) shall be limited to representations and warranties relating to non-contravention, title and ownership of, and authority to sell, such Membership Interests. Each Member (other than the Treasury Preferred Holder and the Class E Preferred Holder) shall be obligated to join severally on a pro rata basis (based on the relative consideration to be received in respect of the Membership Interests to be sold) in any indemnification or other obligations that the Joint Majority Holders agree to provide or undertake in connection with such transaction (including any representations given with respect to the Sale of DynaVox are subject to the satisfaction business and condition of the following conditions: Company and/or its Subsidiaries, but other than any such obligations that relate specifically to a particular member, such as indemnification with respect to representations and warranties given by a Member regarding such Member’s non-contravention, title and ownership of, and authority to sell, such Membership Interests); provided that (i) upon the consummation liability resulting from any such indemnity or similar obligation shall be several and not joint as among the indemnitors, and (ii) no Member shall be obligated in connection with such transaction to agree to indemnify or hold harmless the purchaser with respect to an amount in excess of the Sale net cash proceeds paid to such Member in connection with such transaction. Costs incurred by or on behalf of DynaVoxa Member for such Member’s sole benefit shall not be considered costs of the transaction hereunder. In the event that any transaction that the Joint Majority Holders elect to consummate or cause to be consummated pursuant to this Section 12.4 is not consummated for any reason, the Company shall reimburse the Joint Majority Holders for all actual, reasonable and documented out-of-pocket expenses paid or incurred by the Joint Majority Holders in connection therewith and shall reimburse each other Member for any expenses it previously paid pursuant to the first sentence of this Section 12.4(b). (c) In the event of a sale or exchange by the Members (other than the Treasury Preferred Holder and the Class E Preferred Holder) of all or substantially all of the holders Membership Interests held by the Members (whether by sale, merger, recapitalization, reorganization, consolidation, combination or otherwise and whether as part of a particular class Company Sale or series of Securities otherwise), each Member shall receive in exchange for the Membership Interests held by such Member the same form of consideration as each other Member, and the aggregate consideration payable upon consummation of such Company Sale to all Members in respect of their Membership Interests shall be apportioned and distributed (subject to adjustment for Company expenses, purchase price adjustments, escrow amounts, purchase price holdbacks, indemnity obligations and other similar items) as between the Membership Interests in accordance with the distribution priorities set forth in Section 5.2, as in effect immediately prior to such Company Sale, after giving effect to all prior Distributions, and as among the holders of Membership Interests, ratably based on the Membership Interests actually Transferred in such Company Sale; provided, that the amount of consideration per sharereceived by the Class C-1 Holders shall be appropriately adjusted to reflect the fair value of their economic interest in the Company as determined by the Board of Managers in its reasonable discretion; provided, unit or amount further, that if there is more than one form of Securitiesconsideration, or each form of consideration shall be apportioned and distributed as between the Membership Interests on a pro rata basis among the Common Membership Interests in accordance with the relative distribution priority set forth in Section 5.2, as in effect immediately prior to such Company Sale, after giving effect to all prior Distributions, and, as between the holders of Membership Interests, ratably in accordance with each Member’s pro rata share (based on the number of Membership Interests held by each Member); provided, further, that if any holders of a particular class or series of Securities Membership Interests are given an option as to the form and amount of consideration to be received, all holders each holder of such class or series will Common Membership Interests shall be given the same option; . Each Member (iiother than the Treasury Preferred Holder and the Class E Preferred Holder) such Securityholder shall be given the ability to exercise his take all necessary or its rights pursuant to the Exchange Agreement prior to the consummation of the Sale, and to receive in connection with such Sale the consideration which would be received on account of the Securities issuable pursuant to such exchange pursuant to the Exchange Agreement; (iii) any representations and warranties to be made by such Securityholder desirable actions in connection with the Sale of DynaVox shall be limited to representations and warranties related to authority, ownership and distribution or allocation among the ability to convey title to such Securities and no Securityholder shall be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Sale of DynaVox, other than representations and warranties by or in respect Members of the Corporation and/or Holdings; (iv) the liability for indemnification, if any, of aggregate consideration from such Securityholder in the Sale of DynaVox and for the inaccuracy of any representations and warranties made by sale or in respect of the Corporation or Holdings in connection with such Sale of DynaVox, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach), and is pro rata in proportion to the amount of consideration paid to such Securityholder in connection with such Sale of DynaVox; and (v) the liability for indemnification shall be limited to such Securityholder’s applicable share (determined based on the respective proceeds payable to each Securityholder in connection with such Sale of DynaVox) of a negotiated aggregate indemnification amount that applies equally to all Securityholders but that in no event exceeds the amount of consideration otherwise payable to such Securityholder in connection with such Sale of DynaVox, except with respect to claims related to fraud or breaches of representations or warranties by such Securityholder, the liability for which need not be limited exchange as to such Securityholder; (c) Each Securityholder will bear its or his pro-rata share (based upon the relative amount of Securities sold) of the reasonable costs of any sale of Securities pursuant to a Sale of DynaVox to the extent such costs are incurred for the benefit of all Securityholders and are not otherwise paid requested by the Corporation, Holdings or the acquiring party. 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 Vestar elects to consummate or cause to be consummated pursuant to this Section 5.1 is not consummated for any reason, Holdings will reimburse Vestar for all actual and reasonable expenses paid or incurred by Vestar in connection therewithCompany. (d) Notwithstanding any provision anything to the contrary herein, nothing in this Agreement to the contrarySection 12.4 shall create any liability, Vestar and Park Avenue and/or their Affiliates shall be entitled to be paid customary and reasonable fees by the Corporation and/or Holdings for right, obligation or restriction upon any investment banking services provided by them in connection with a Sale of DynaVoxTreasury Preferred Holder or Class E Preferred Holder.

Take-Along Rights. (a) If Vestar elects to consummate, or to cause the Corporation or Holdings Company to consummate, a transaction constituting a Sale of DynaVoxthe Company, Vestar shall notify the Corporation and Holdings Company and 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 Corporation and Holdings Company will take all other actions reasonably necessary or desirable to cause the consummation of such Sale of DynaVox the Company on the terms proposed by Vestar; provided, that no Securityholder shall be required to enter into any non-compete or similar arrangement without their actual consent. Without limiting the foregoing, (i) if the proposed Sale of DynaVox 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, therewith and (ii) if the proposed Sale of DynaVox the Company is structured as or involves a sale or redemption of Securities, the Securityholders will agree to sell their pro-rata share of the Securities being sold in such Sale of DynaVox the Company on the terms and conditions approved by Vestar, and the Securityholders will execute any merger, asset purchase, security purchase, recapitalization or other sale agreement approved by Vestar in connection with such Sale of DynaVoxthe Company. (b) The obligations of each of the Securityholders with respect to the Sale of DynaVox the Company are subject to the satisfaction of the following conditions: : (i) upon the consummation of the Sale of DynaVoxthe Company, all of the holders of a particular class or series of Securities shall receive the same form and amount of consideration per share, unit or amount of Securities, 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; option and (ii) such Securityholder shall all holders of rights without regard to vesting or exercise restrictions to acquire a particular class or series of Securities will be given the ability an opportunity to either (A) exercise his or its such rights pursuant to the Exchange Agreement prior to the consummation of the SaleSale of the Company and participate in such sale as holders of such Securities or (B) upon the consummation of the Sale of the Company, and to receive in connection with exchange for such Sale the rights consideration which would be received on account of the Securities issuable pursuant to such exchange pursuant equal to the Exchange Agreement; amount determined by multiplying (iii1) any representations the same amount of consideration per share, unit or amount of Securities received by the holders of such type and warranties to be made by such Securityholder class of Securities in connection with the Sale of DynaVox shall be limited the Company less the exercise price per share, unit or amount of such rights to representations and warranties related to authority, ownership and the ability to convey title to acquire such Securities and no Securityholder shall be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Sale of DynaVox, other than representations and warranties by or in respect of the Corporation and/or Holdings; (iv2) the liability for indemnificationnumber of shares, if any, of such Securityholder in the Sale of DynaVox and for the inaccuracy of any representations and warranties made by units or in respect of the Corporation or Holdings in connection with such Sale of DynaVox, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach), and is pro rata in proportion to the aggregate amount of consideration paid to such Securityholder in connection with such Sale of DynaVox; and (v) the liability for indemnification shall be limited to such Securityholder’s applicable share (determined based on the respective proceeds payable to each Securityholder in connection with such Sale of DynaVox) of a negotiated aggregate indemnification amount that applies equally to all Securityholders but that in no event exceeds the amount of consideration otherwise payable to such Securityholder in connection with such Sale of DynaVox, except with respect to claims related to fraud or breaches of representations or warranties Securities represented by such Securityholder, the liability for which need not be limited as to such Securityholder;rights. (c) Each Securityholder will bear its or his pro-rata share (based upon the relative amount of Securities sold) of the reasonable and customary costs of any sale of Securities pursuant to a Sale of DynaVox the Company to the extent such costs are incurred for the benefit of all Securityholders and are not otherwise paid by the Corporation, Holdings Company or the acquiring partyparty (it being understood that the reasonable and 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 deemed costs for the benefit of all Securityholders). 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 Vestar elects to consummate or cause to be consummated pursuant to this Section 5.1 4.1 is not consummated for any reason, Holdings the Company will reimburse Vestar ----------- for all actual and reasonable expenses paid or incurred by Vestar in connection therewith. (d) Notwithstanding any provision in this Agreement to the contrary, Vestar and Park Avenue and/or their Affiliates Capital Partners shall be entitled to be paid customary and reasonable fees by the Corporation and/or Holdings Company for any investment banking services provided by them it in connection with a Sale of DynaVoxthe 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 all or substantially all of the Securities held by the Securityholders (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 such Securityholder would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the LLC Agreement as in effect immediately prior to such sale or exchange. Each Securityholder shall take all necessary or desirable actions in connection with the distribution of the aggregate consideration from such sale or exchange as requested by the Company.

Take-Along Rights. (a) If Vestar elects to consummatethe Board of Directors (including at least one of the directors designated by RFE Investment Partners) at any time approves a Significant Issuer Transaction with an Independent Third Party (an “Approved Sale”), or to cause the Corporation or Holdings to consummateeach Stockholder, solely in its capacity as a transaction constituting a Sale holder of DynaVoxShares, Vestar shall notify the Corporation and Holdings and the other Securityholders in writing of that electionvote for, the other Securityholders will consent to and raise no objections to against such Approved Sale. If the proposed transaction, and the Securityholders and the Corporation and Holdings will take all other actions reasonably necessary or desirable to cause the consummation of such Approved Sale of DynaVox on the terms proposed by Vestar; provided, that no Securityholder shall be required to enter into any non-compete or similar arrangement without their actual consent. Without limiting the foregoing, (i) if the proposed Sale of DynaVox is structured as a sale of assets or a (i) merger or consolidation, or otherwise requires equityholder approval, the Securityholders 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 each Stockholder shall waive any dissenters’ rights, appraisal rights which they may have or similar stock related rights in connection therewith, and with such merger or consolidation or (ii) if the proposed Sale sale of DynaVox is structured as or involves a sale or redemption of Securitiesstock, the Securityholders will each Stockholder shall agree to sell their pro-rata share all of the Securities being sold in such Sale of DynaVox his or its Shares and rights to acquire Shares on the terms and conditions approved by Vestarthe Board of Directors. Each Stockholder, and the Securityholders will execute any mergersolely in its capacity as a holder of Shares, asset purchase, security purchase, recapitalization shall take all necessary or other sale agreement approved by Vestar desirable actions in connection with such the consummation of the Approved Sale of DynaVoxas requested by, and at the expense of, the Company. (b) The obligations of each of the Securityholders Stockholders with respect to the Approved Sale of DynaVox the Company are subject to the satisfaction of the following conditions: : (i) upon the consummation of the Sale Approved Sale, each Stockholder shall, subject to the provisions of DynaVox, all Sections 2 and 3 of the holders Certificate of a particular class or series of Securities shall Designations, receive the same form of consideration and the same amount of consideration per share, unit share of Common Stock (it being understood and agreed that a Stockholder who is an employee of the Company and receives an employment agreement containing reasonable terms and which agreement has been expressly approved by the Board of Directors in connection with such Approved Sale shall not be deemed to have received a different form or amount of Securities, or consideration); (ii) if any holders of a particular class or series of Securities are Stockholder is given an option as to the form and amount of consideration to be received, all holders of such class or series will each Stockholder shall be given the same option; ; (iiiii) such Securityholder each holder of then currently exercisable rights to acquire shares of a class of Common Stock shall be given the ability an opportunity to either (A) exercise his or its such rights pursuant to the Exchange Agreement prior to the consummation of the Approved Sale and participate in such sale as holders of such class of Common Stock or (B) upon the consummation of the Approved Sale, and to receive in connection with exchange for such Sale the rights consideration which would be received on account of the Securities issuable pursuant to such exchange pursuant equal to the Exchange Agreement; amount determined by multiplying (iii1) any representations and warranties to be made the same amount of consideration per share of a class of Common Stock received by holders of such Securityholder class of Common Stock in connection with the Approved Sale less the exercise price per share of DynaVox such class of Common Stock of such rights to acquire such class of Common Stock by (2) the number of shares of such class of Common Stock represented by such rights; and (iv) each Stockholder shall have received a copy of a fairness opinion from an investment banking or valuation firm addressed to the Board to the effect that the consideration to be limited to representations and warranties related to authority, ownership and the ability to convey title to such Securities and no Securityholder shall be liable for the inaccuracy of any representation or warranty made by any other Person received in connection with the Approved Sale is fair to the Stockholders from a financial point of DynaVox, other than representations and warranties by or view. (c) Nothing in this Section 4.4 shall be deemed to modify the Warrant Investors’ Put Option (as that term is defined in the Warrant Agreement) in respect of the Corporation and/or Holdings; (iv) Warrant Shares or prevent the liability for indemnificationWarrant Investors from exercising the Put Option prior to the consummation of the Approved Sale and, notwithstanding the foregoing, if anythe Warrant Investors exercise such Put Option, of such Securityholder the Warrant Investors shall be entitled to receive the consideration set forth in the Sale of DynaVox and for the inaccuracy of any representations and warranties made by or in respect Section 2.10 of the Corporation or Holdings in connection with such Sale of DynaVox, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach), and is pro rata in proportion to the amount of consideration paid to such Securityholder in connection with such Sale of DynaVox; and (v) the liability for indemnification shall be limited to such Securityholder’s applicable share (determined based on the respective proceeds payable to each Securityholder in connection with such Sale of DynaVox) of a negotiated aggregate indemnification amount that applies equally to all Securityholders but that in no event exceeds the amount of consideration otherwise payable to such Securityholder in connection with such Sale of DynaVox, except with respect to claims related to fraud or breaches of representations or warranties by such Securityholder, the liability for which need not be limited as to such Securityholder; (c) Each Securityholder will bear its or his pro-rata share (based upon the relative amount of Securities sold) of the reasonable costs of any sale of Securities pursuant to a Sale of DynaVox to the extent such costs are incurred for the benefit of all Securityholders and are not otherwise paid by the Corporation, Holdings or the acquiring party. 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 Vestar elects to consummate or cause to be consummated pursuant to this Section 5.1 is not consummated for any reason, Holdings will reimburse Vestar for all actual and reasonable expenses paid or incurred by Vestar in connection therewithWarrant Agreement. (d) Notwithstanding any provision anything contained in this Agreement to the contrarycontrary and subject to the provisions of this Section 4.4(d), Vestar and Park Avenue and/or their Affiliates shall in no event will any Stockholder be entitled required to be paid customary and reasonable fees by the Corporation and/or Holdings for make any investment banking services provided by them representations or warranties in connection with an Approved Sale that are joint and several with any other Stockholder(s) or that pertain to matters other than to title to the Common Stock or other securities held by such Stockholder, such Stockholder’s capacity, authority or power to consummate or participate in the transaction in question and other matters peculiar to such Stockholder and customary for the type of transaction being consummated. In addition, in no event will any Stockholder be required to incur indemnification or contribution obligations that are joint and several with any Person by this Section 4.4. For purposes of determining the obligations described in this Section 4.4(d), (i) all securities of the same type shall be similarly treated and (ii) the amount of each Stockholder’s obligation shall not exceed the aggregate consideration received thereby in respect of the transaction in question (after aggregate taxes and expenses allocable to the transaction). (e) If any Stockholder (a Sale “Non-Complying Holder”) fails to deliver any certificate or certificates evidencing shares of DynaVoxCommon Stock, Preferred Stock, Warrants or other rights that may be required to be transferred pursuant to Section 4.4 in accordance with the terms hereof, the Company or other Person entitled to purchase or require the transfer of such securities may, at its option, in addition to all other remedies it may have, deposit the purchase price for such shares of Common Stock, Preferred Stock, Warrants or other rights with any national bank or trust company having combined capital, surplus and undivided profits in excess of $100,000,000 and which has agreed to act as escrow agent in the manner contemplated by this Section 4.4(e) and thereupon the Company shall cancel on its books the certificate or certificates representing such shares of Common Stock, Preferred Stock, Warrants or other rights, as applicable, and, in the case of any such transfer of shares of Common Stock, Preferred Stock, Warrants or other rights to a Person other than the Company issue, in lieu thereof and in the name of such Person, a new certificate or certificates representing such shares of Common Stock, Preferred Stock, Warrants or other rights and thereupon all of the Non-Complying Holder’s rights in and to such shares of Common Stock, Preferred Stock, Warrants or other rights shall terminate. Thereafter, upon delivery to the Company by such Non-Complying Holder of the certificate or certificates evidencing such shares of Common Stock, Preferred Stock, Warrants or other rights (duly endorsed, or with stock powers or other appropriate instruments of transfer duly endorsed, for transfer, with signature guaranteed, free and clear of any liens or encumbrances, and with all applicable stock transfer tax stamps affixed), the Company shall instruct the escrow agent referred to above to deliver the purchase price (without any interest from the date of the closing to the date of such delivery, any such interest to accrue to the Person who deposited the purchase price for such shares of Common Stock, Preferred Stock, Warrants or other rights) to such Non-Complying Holder. (f) If the Company and any of its Stockholders or their representatives enter into any negotiation or transaction for which Rule 506 under the Securities Act (or any similar rule then in effect) may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), each Stockholder who is not an “accredited investor” (as such term is defined in Rule 501(a) under the Securities Act) will, at the request of the Company, appoint a purchaser representative (as such term is defined in Rule 501(a) under the Securities Act) reasonably acceptable to the Company and such non-accredited Stockholder. (g) If the Warrant Investors exercise their right pursuant to Section 2.10.3(c) of the Warrant Agreement to require a sale of the Company, then each Stockholder shall be obligated to comply with the provisions of Section 4.4(a), (b), (d), (e) and (f) as if such sale were an Approved Sale.

Take-Along Rights. (a) If Vestar elects If, prior to consummate, or to cause the Corporation or Holdings to consummate, a transaction constituting a Sale of DynaVox, Vestar shall notify the Corporation and Holdings and 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 Corporation and Holdings will take all other actions reasonably necessary or desirable to cause the consummation of an Initial Public Equity Offering by ACME Parent or any of its Subsidiaries (including the Company), a Change of Control occurs pursuant to which a Person (including such Sale Person's Affiliates and associates), other than a Permitted Holder, becomes the beneficial owner of DynaVox on more than 70% of the terms proposed by Vestar; providedtotal voting power of the Common Stock of ACME Parent or the Company, that no Securityholder and ACME Parent is not eligible to, or elects not to, effect a Drag Along Purchase, ACME Parent shall be required make an offer to enter into any non-compete or similar arrangement without their actual consent. Without limiting purchase (the foregoing, "Change of Control Equity Offer") (i) any and all of the outstanding Registrable Membership Units at a cash purchase price at least equal to (x) if the proposed Sale such Change of DynaVox is structured as Control resulted from a sale purchase of assets or a merger or consolidation, or otherwise requires equityholder approvalMembership Units, the Securityholders will vote or cause to be voted all Securities that they hold or with respect price paid by the acquiring Person in the transaction pursuant to which such Securityholder has Change of Control Occurred or (y) in each other case, the power fair market value of the Registrable Membership Units (without any discount for lack of liquidity, the amount of Registrable Membership Units offered to direct be purchased or the voting fact that the Registrable Membership Units represent a minority interest in a private company or a company under the control of another Person) as determined in good faith by the Board of Directors of ACME Parent and which are entitled determined to vote on be fair, from a financial point of view, to the holders of Registrable Membership Units by a nationally recognized investment banking firm (as set forth in such transaction in favor firm's written fairness opinion delivered to the holders of such transaction and will waive any appraisal rights which they may have in connection therewith, Registrable Membership Units) and (ii) if any and all Convertible Securities at a cash purchase price for each Convertible Security at least equal to the proposed Sale product of DynaVox is structured as or involves a sale or redemption (x) the purchase price per Registrable Membership Unit set forth in clause (i) of Securities, this Section 4.1(a) and (y) the Securityholders will agree to sell their pro-rata share number of the Securities being sold in Registrable Membership Units issuable upon conversion of such Sale of DynaVox Convertible Security on the terms and conditions approved by Vestar, and the Securityholders will execute any merger, asset purchase, security purchase, recapitalization or other sale agreement approved by Vestar in connection with such Sale Change of DynaVoxControl Equity Offer Expiration Date. (b) The obligations Within 30 days of each such a Change of Control, ACME Parent shall give notice of the Securityholders Change of Control Equity Offer to each holder of Registrable Membership Units by first class mail, postage prepaid, which notice shall govern the terms of the Change of Control Equity Offer and shall (i) set forth the purchase price to be paid for Registrable Membership Units and Convertible Debentures tendered in the Change of Control Equity Offer, (ii) if clause (y) of Section 4.1(a) is applicable, include the full text of the fairness opinion referred to in Section 4.1(a), (iii) identify the date on which the Change of Control Equity Offer will expire (the "Change of Control Equity Offer Expiration Date"), which date shall not be less than 20 business days following the date of commencement of the Change of Control Equity Offer, which commencement date shall be the date such notice is mailed to holders of Registrable Membership Units, (iv) explain the facts and circumstances of the Change of Control, (v) include a letter of transmittal which identifies where certificates representing the Registrable Membership Units and Convertible Debentures tendered pursuant to the Change of Control Equity Offer are to be delivered, (vi) state that, unless ACME Parent defaults in the purchase of the Registrable Membership Units and Convertible Securities tendered pursuant to the Change of Control Equity Offer, holders of Registrable Membership Units so tendered shall have no rights with respect to the Sale of DynaVox are subject to the satisfaction of the following conditions: (i) upon the consummation of the Sale of DynaVoxRegistrable Membership Units tendered, all of the and holders of a particular class or series of Convertible Securities shall receive the same form and amount of consideration per share, unit or amount of Securities, 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; (ii) such Securityholder shall be given the ability to exercise his or its have no rights pursuant to the Exchange Agreement prior to the consummation of the Sale, and to receive in connection with such Sale the consideration which would be received on account of the Securities issuable pursuant to such exchange pursuant to the Exchange Agreement; (iii) any representations and warranties to be made by such Securityholder in connection with the Sale of DynaVox shall be limited to representations and warranties related to authority, ownership and the ability to convey title to such Securities and no Securityholder shall be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Sale of DynaVox, other than representations and warranties by or in respect of the Corporation and/or Holdings; (iv) the liability for indemnification, if any, of such Securityholder in the Sale of DynaVox and for the inaccuracy of any representations and warranties made by or in respect of the Corporation or Holdings in connection with such Sale of DynaVox, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach), and is pro rata in proportion to the amount of consideration paid to such Securityholder in connection with such Sale of DynaVox; and (v) the liability for indemnification shall be limited to such Securityholder’s applicable share (determined based on the respective proceeds payable to each Securityholder in connection with such Sale of DynaVox) of a negotiated aggregate indemnification amount that applies equally to all Securityholders but that in no event exceeds the amount of consideration otherwise payable to such Securityholder in connection with such Sale of DynaVox, except with respect to claims related the Convertible Securities tendered, after the Change of Control Expiration Date and the only remaining right of such holders with respect thereto is to fraud receive the purchase price therefor promptly after the Change of Control Equity Offer Expiration Date and (vii) that holders whose Registrable Membership Units and Convertible Securities are tendered for purchase in part only will be issued new certificates representing the number of unpurchased Registrable Membership Units, Convertible Debentures or breaches of representations or warranties by such SecurityholderConvertible Preferred Units as the case may be, the liability for which need not be limited as to such Securityholder;surrendered. (c) Each Securityholder On the Change of Control Equity Offer Expiration Date, ACME Parent will bear its (i) accept for purchase all Registrable Membership Units and Convertible Securities tendered pursuant to the Change of Control Equity Offer, (ii) promptly deliver to tendering holders of Registrable Membership Units and Convertible Debentures the purchase price therefor and (iii) issue and mail or his pro-rata share (based upon deliver to holders tendering a portion of their Registrable Membership Units or Convertible Debentures, Convertible Preferred Units new certificates representing a number of Registrable Membership Units, Convertible Debentures or Convertible Preferred Units, as the relative amount of Securities sold) case may be, equal to the unpurchased portion of the reasonable costs of any sale of Securities pursuant to a Sale of DynaVox to Registrable Membership Units, Convertible Debentures or Convertible Preferred Units, as the extent such costs are incurred for the benefit of all Securityholders and are not otherwise paid by the Corporationcase may be, Holdings or the acquiring party. 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 Vestar elects to consummate or cause to be consummated pursuant to this Section 5.1 is not consummated for any reason, Holdings will reimburse Vestar for all actual and reasonable expenses paid or incurred by Vestar in connection therewithsurrendered. (d) Notwithstanding any provision in this Agreement ACME Parent will comply with the requirements of the Exchange Act and other securities laws and regulations to the contrary, Vestar extent such laws and Park Avenue and/or their Affiliates shall be entitled to be paid customary and reasonable fees by the Corporation and/or Holdings for any investment banking services provided by them regulations are applicable in connection with a Sale the Change of DynaVoxControl Equity Offer. To the extent the provisions of any securities laws or regulations conflict with the provisions of this Agreement, ACME Parent shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Agreement by virtue thereof.

Take-Along Rights. (ai) If Vestar elects there should be a Qualified Sale Transaction, HLI may, in its capacity as Managing Member and in its sole discretion, require (“take-along right”) each Member to consummate(A) sell all (but not less than all) of the Units (together with the associated shares of Class B Common Stock, or to cause the Corporation or Holdings to consummate, a transaction constituting a Sale of DynaVox, Vestar shall notify the Corporation and Holdings and the other Securityholders in writing of if any) then held by that election, the other Securityholders will consent to and raise no objections Member to the proposed transactionpurchaser in accordance with this Section 10.4(b) or (B) require that Member to surrender those Units (together with the associated shares of Class B Common Stock, and if applicable) for redemption by the Securityholders and Company, as the Corporation and Holdings will take transaction may require, subject to all other actions reasonably necessary or desirable to cause the consummation applicable provisions of such Sale of DynaVox on the terms proposed by Vestar; provided, that no Securityholder shall be required to enter into any non-compete or similar arrangement without their actual consentthis Section 10.4. Without limiting Notwithstanding the foregoing, (i) if the proposed Sale Managing Member may allow any Person owning Units of DynaVox record or beneficially that is structured as a sale of assets or a merger or consolidation, or otherwise requires equityholder approvalemployed by HLI, the Securityholders will vote Company or cause their Subsidiaries 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 therewithretain, and (ii) if the proposed exclude from a Qualified Sale Transaction, a portion of DynaVox is structured as or involves a sale or redemption of Securities, the Securityholders will agree to sell their pro-rata share of the Securities being sold in such Sale of DynaVox on the terms and conditions approved by Vestar, and the Securityholders will execute any merger, asset purchase, security purchase, recapitalization or other sale agreement approved by Vestar those Units in connection with such any Qualified Sale of DynaVoxTransaction. (b) The obligations of each of the Securityholders with respect to the Sale of DynaVox are subject to the satisfaction of the following conditions: (i) upon the consummation of the Sale of DynaVox, all of the holders of a particular class or series of Securities shall receive the same form and amount of consideration per share, unit or amount of Securities, 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; (ii) such Securityholder The Managing Member shall be given the ability give notice to exercise his or its rights pursuant to the Exchange Agreement each other Member, not fewer than 30 days prior to the consummation of any contemplated Qualified Sale Transaction, setting forth the Sale, and to receive in connection with such Sale the consideration which would be received on account principal terms of the Securities issuable pursuant Qualified Sale Transaction (including the proposed closing date) in reasonable detail and advising as to such exchange pursuant to the Exchange Agreement;whether its take-along rights are exercised or waived. (iii) any representations and warranties If the Managing Member elects to be made by such Securityholder exercise its take-along rights in connection with a Qualified Sale Transaction, it shall provide to each other Member and to each beneficial owner of that Members’ Units all documents required to be executed by each of them to consummate the Qualified Sale of DynaVox shall be limited to representations and warranties related to authorityTransaction, ownership and the ability to convey title to such Securities and no Securityholder shall be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Sale of DynaVox, other not fewer than representations and warranties by or in respect of the Corporation and/or Holdings; (iv) the liability for indemnification, if any, of such Securityholder in the Sale of DynaVox and for the inaccuracy of any representations and warranties made by or in respect of the Corporation or Holdings in connection with such Sale of DynaVox, is several and not joint with any other Person (except ten days prior to the extent that funds may be paid out of an escrow established to cover breach), and is pro rata in proportion to the amount of consideration paid to such Securityholder in connection with such Sale of DynaVox; and closing date. Each other Member shall deliver (v) the liability for indemnification shall be limited to such Securityholder’s applicable share (determined based on the respective proceeds payable to each Securityholder in connection with such Sale of DynaVox) of a negotiated aggregate indemnification amount that applies equally to all Securityholders but that in no event exceeds the amount of consideration otherwise payable to such Securityholder in connection with such Sale of DynaVox, except with respect to claims related to fraud or breaches of representations or warranties by such Securityholder, the liability for which need not be limited as to such Securityholder; (c) Each Securityholder will bear its or his pro-rata share (based upon the relative amount of Securities sold) of the reasonable costs of any sale of Securities pursuant to a Sale of DynaVox to the extent such costs are incurred for the benefit of all Securityholders and are not otherwise paid by the Corporation, Holdings or the acquiring party. 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 Vestar elects to consummate or cause to be consummated pursuant delivered) to the Managing Member, at least five days before the proposed closing date, all such documents. If any Member fails to deliver (or cause to be delivered) these documents and the Qualified Sale Transaction is subsequently consummated, the Company shall cause its books and records to show that the Units owned of record or beneficially by the defaulting Member or beneficial owner, as applicable, are bound by the provisions of this Section 5.1 is not consummated for any reason, Holdings will reimburse Vestar for all actual and reasonable expenses paid or incurred by Vestar in connection therewith. (d) Notwithstanding any provision in this Agreement that they may be Transferred only to the contraryQualified Purchaser who purchased the Units in the Qualified Sale Transaction or, Vestar and Park Avenue and/or their Affiliates shall be entitled in the case of a Qualified Sale Transaction that is structured as a redemption of Units, to be paid customary and reasonable fees by the Corporation and/or Holdings Company for any investment banking services provided by them in connection with a Sale of DynaVoxredemption.

Take-Along Rights. (a) If Vestar Marathon elects to consummate, or to cause the Corporation or Holdings Company to consummate, a transaction constituting a Sale of DynaVoxthe Company, Vestar Marathon shall notify the Corporation and Holdings Company and 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 Corporation and Holdings Company will take all other actions reasonably necessary or desirable to cause the consummation of such Sale of DynaVox the Company on the terms proposed by Vestar; provided, that no Securityholder shall be required to enter into any non-compete or similar arrangement without their actual consentMarathon. Without limiting the foregoing, (i) if the proposed Sale of DynaVox 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 or dissenters rights which they may have in connection therewith, therewith and (ii) if the proposed Sale of DynaVox the Company is structured as or involves a sale or redemption of Securities, the Securityholders will agree to sell their pro-rata share of the Securities being sold in such Sale of DynaVox the Company on the terms and conditions approved by VestarMarathon, and the Securityholders will execute any merger, asset purchase, security purchase, recapitalization or other sale agreement approved by Vestar Marathon in connection with such Sale of DynaVoxthe Company. (b) The obligations of each of the Securityholders with respect to the Sale of DynaVox the Company are subject to the satisfaction of the following conditions: : (i) upon the consummation of the Sale of DynaVoxthe Company, all of the holders of a particular class or series of Securities shall receive the same form and amount of consideration per share, unit or amount of Securities, 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; option and (ii) such Securityholder shall all holders of rights, without regard to vesting or exercise restrictions, if any, to acquire a particular class or series of Securities will be given the ability an opportunity to either (A) exercise his or its such rights pursuant to the Exchange Agreement prior to the consummation of the SaleSale of the Company and participate in such sale as holders of such Securities or (B) upon the consummation of the Sale of the Company, and to receive in connection with exchange for such Sale the rights consideration which would be received on account of the Securities issuable pursuant to such exchange pursuant equal to the Exchange Agreement; amount determined by multiplying (iii1) any representations the same amount of consideration per share, unit or amount of Securities received by the holders of such type and warranties to be made by such Securityholder class of Securities in connection with the Sale of DynaVox shall be limited the Company less the exercise price per share, unit or amount of such rights to representations and warranties related to authority, ownership and the ability to convey title to acquire such Securities and no Securityholder shall be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Sale of DynaVox, other than representations and warranties by or in respect of the Corporation and/or Holdings; (iv2) the liability for indemnificationnumber of shares, if any, of such Securityholder in the Sale of DynaVox and for the inaccuracy of any representations and warranties made by units or in respect of the Corporation or Holdings in connection with such Sale of DynaVox, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach), and is pro rata in proportion to the aggregate amount of consideration paid to such Securityholder in connection with such Sale of DynaVox; and (v) the liability for indemnification shall be limited to such Securityholder’s applicable share (determined based on the respective proceeds payable to each Securityholder in connection with such Sale of DynaVox) of a negotiated aggregate indemnification amount that applies equally to all Securityholders but that in no event exceeds the amount of consideration otherwise payable to such Securityholder in connection with such Sale of DynaVox, except with respect to claims related to fraud or breaches of representations or warranties Securities represented by such Securityholder, the liability for which need not be limited as to such Securityholder;rights. (c) Each Securityholder will bear its or his pro-rata share (based upon the relative amount of Securities sold) of the reasonable and customary costs of any sale of Securities pursuant to a Sale of DynaVox the Company to the extent such costs are incurred for the benefit of all Securityholders and are not otherwise paid by the Corporation, Holdings Company or the acquiring party. 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 Vestar Marathon elects to consummate or cause to be consummated pursuant to this Section 5.1 4.1 is not consummated for any reason, Holdings the Company will reimburse Vestar Marathon for all actual and reasonable expenses paid or incurred by Vestar Marathon in connection therewith. (d) Notwithstanding any provision in this Agreement to the contrary, Vestar and Park Avenue and/or their Affiliates Xxxxxxx Xxxx Xxxxxxx & Xxxxxxxx Incorporated shall be entitled to be paid customary and reasonable fees by the Corporation and/or Holdings Company for any investment banking services provided by them it in connection with a Sale of DynaVoxthe 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 all or substantially all of the Securities held by the Securityholders (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 such Securityholder would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the LLC Agreement as in effect immediately prior to such sale or exchange. Each Securityholder shall take all necessary or desirable actions in connection with the distribution of the aggregate consideration from such sale or exchange as requested by the Company.

Take-Along Rights. (a) If Vestar elects to consummate, or to cause the Corporation or Holdings Company to consummate, a transaction constituting a Sale of DynaVoxthe Company, Vestar shall notify the Corporation and Holdings Company and 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 Corporation and Holdings Company will take all other actions reasonably necessary or desirable to cause the consummation of such Sale of DynaVox the Company on the terms proposed by Vestar; provided, that no Securityholder shall be required to enter into any non-compete or similar arrangement without their actual consent. Without limiting the foregoing, (i) if the proposed Sale of DynaVox the Company is structured as a sale of assets or a merger or consolidation, or otherwise requires equityholder approvalapproval pursuant to the LLC Agreement, 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, therewith and (ii) if the proposed Sale of DynaVox the Company is structured as or involves a sale or redemption of Securities, the Securityholders will agree to sell their pro-rata share of the Securities being sold in such Sale of DynaVox the Company on the terms and conditions approved by Vestar, and the Securityholders will execute any merger, asset purchase, security purchase, recapitalization or other sale agreement approved by Vestar in connection with such Sale of DynaVoxthe Company. (b) The obligations of each of the Securityholders with respect to the Sale of DynaVox the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Sale of DynaVoxthe Company, all of the holders of a particular class or series of Securities (if any consideration is to be received by such holders) shall receive the same form and amount of consideration per share, unit or amount of SecuritiesSecurities (for purpose of this Section 4.1, the Common Units shall be treated as a single class, provided that the proceeds to be received by the holders thereof shall take into account any differences in distribution rights with respect to the Class A Units, Class B Units, Class C Units and other Units constituting Common Units pursuant to Article IV of the LLC Agreement), 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; (ii) if consideration is to be received by holders of Securities, all holders of rights (without regard to time vesting, but giving effect to performance vesting that is contingent upon the return realized in connection with such Securityholder shall sale) to acquire a particular class or series of Securities will be given the ability an opportunity to either (A) exercise his or its such rights pursuant to the Exchange Agreement prior to the consummation of the SaleSale of the Company and participate in such sale as holders of such Securities or (B) 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 Securities received by the holders of such type and to receive class of Securities in connection with such the Sale the consideration which would be received on account of the Company less the exercise price (or limitation on distribution rights, if any) per share, unit or amount of such rights to acquire such Securities issuable pursuant to by (2) the number of shares, units or aggregate amount of Securities represented by such exchange pursuant to the Exchange Agreementrights; (iii) any representations and warranties if consideration is to be made received by holders of Securities, the holders of Preferred Units or, as the case may be, Preferred Stock, shall receive consideration in respect of all of the issued and outstanding shares of Preferred Units or, as the case may be, Preferred Stock equal to the amount of consideration that such holders would have received if the aggregate consideration for such Sale of the Company had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the LLC Agreement as in effect immediately prior to such Sale of the Company; (iv) each Securityholder shall pay its pro rata share (determined in proportion to net proceeds received by such Securityholder in connection with the such Sale of DynaVox shall be limited to representations and warranties related to authority, ownership and the ability to convey title to such Securities and no Securityholder shall be liable for Company) of the inaccuracy of any representation or warranty made by any other Person expenses incurred in connection with the Sale of DynaVox, other than representations and warranties by or in respect of the Corporation and/or Holdings;Company; and (ivv) the liability for indemnification, if any, of such each Securityholder in the Sale of DynaVox and for the inaccuracy of any representations and warranties made by or in respect of the Corporation or Holdings in connection with such Sale of DynaVox, is shall be several and not joint with any other Person (except and shall be limited to the extent that funds may be paid out of an escrow established to cover breach), and is such Securityholder’s pro rata share (determined in proportion to the amount of consideration paid to net proceeds received by such Securityholder in connection with such Sale of DynaVox; and (v) the liability for indemnification shall be limited to such Securityholder’s applicable share (determined based on the respective proceeds payable to each Securityholder in connection with such Sale of DynaVoxCompany) of a negotiated aggregate indemnification amount or other obligation (including, without limitation any amount to be held in escrow in connection with such Sale of the Company) that applies equally pro rata to all Securityholders but that in no event exceeds the amount of consideration otherwise payable net proceeds actually paid to such Securityholder in connection with such Sale of DynaVox, except with respect to claims related to fraud or breaches of representations or warranties by such Securityholder, the liability for which need not be limited as to such Securityholder;Company. (c) Each Securityholder will bear its or his pro-rata share (based upon the relative amount of Securities sold) of the reasonable and customary costs of any sale of Securities pursuant to a Sale of DynaVox the Company to the extent such costs are incurred for the benefit of all Securityholders and are not otherwise paid by the Corporation, Holdings Company or the acquiring partyparty (it being understood that the reasonable and 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 deemed costs for the benefit of all Securityholders). 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 Vestar elects to consummate or cause to be consummated pursuant to this Section 5.1 4.1 is not consummated for any reason, Holdings the Company will reimburse Vestar for all actual and reasonable expenses paid or incurred by Vestar in connection therewith. (d) Notwithstanding any provision in this Agreement to the contrary, Vestar and Park Avenue and/or their Affiliates Capital Partners shall be entitled to be paid pursuant to the Management Agreement customary and reasonable fees by the Corporation Company and/or Holdings its Subsidiaries for any investment banking services or other services provided by them it, including, without limitation, in connection with a Sale of DynaVoxthe Company. (e) In the event of a sale or exchange by the Securityholders of all or substantially all of the Securities held by the Securityholders (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 such Securityholder would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the LLC Agreement as in effect immediately prior to such sale or exchange. Each Securityholder shall take all necessary or desirable actions in connection with the distribution of the aggregate consideration from such sale or exchange as requested by the Company.

Take-Along Rights. (a) If Vestar elects In the event that, after the Separability Date, any of the Stockholders proposes to consummatetransfer (other than in a bona fide public distribution pursuant to an effective Registration Statement under the Securities Act) in a single transaction or a series of related transactions a number of shares of Common Stock greater than or equal to 10% of the shares of Common Stock collectively owned by the Stockholders on the date hereof to a Non-Qualified Transferee, or to cause such Stockholders (the Corporation or Holdings to consummate"Selling Stockholders") shall give written notice (the "Take-Along, a transaction constituting a Sale of DynaVox, Vestar shall notify the Corporation and Holdings and the other Securityholders in writing of that election, the other Securityholders will consent to and raise no objections Notice") to the Holders of Common Stock (the "Non-Selling Stockholders") stating (i) the name and address of the Non-Qualified Transferee, (ii) the price and terms upon which the Non-Qualified Transferee proposes to purchase Shares owned by any Stockholder and (iii) the number of shares proposed transactionto be transferred to the Non-Qualified Transferee. The Non-Selling Stockholders each shall have the irrevocable and exclusive option, but not the obligation (the "Take-Along Option"), to sell to the Non-Qualified Transferee, up to such number of Shares proposed to be sold by the Selling Stockholders (the "Included Shares") determined in accordance with Section 3.3(b), at the price and the Securityholders and the Corporation and Holdings will take all other actions reasonably necessary or desirable to cause the consummation of such Sale of DynaVox on the terms proposed by Vestar; provided, that no Securityholder set forth in the Take-Along Notice. The Take-Along Option shall be required exercised by any or all of the Non-Selling Stockholders by giving written notice to enter into the Selling Stockholders proposing to make such transfer, within ten business days of receipt of the Take-Along Notice. indicating its election to exercise the Take-Along Option (the "Participating Stockholders"). Failure by any nonNon- Selling Stockholder to give such notice within the ten business day period shall be deemed an election by such Non-compete or similar arrangement without their actual consentSelling Stockholder not to sell its Shares pursuant to that Take-Along Notice. Without limiting the foregoing, (i) if the proposed Sale of DynaVox is structured as a sale of assets or a merger or consolidation, or otherwise requires equityholder approval, the Securityholders will vote or cause to be voted all Securities that they hold or The closing with respect to which such Securityholder has any sale to a Non-Qualified Transferee pursuant to this Section shall be held at the power time and place specified in the Take-Along Notice but in any event within 30 days of the date the Take-Along Notice is given; provided that if through the exercise of reasonable efforts the Selling Stockholders are unable to direct the voting and which are entitled to vote on cause such transaction to close within 30 days, such period may be extended for such reasonable period of time as may be necessary to close such transaction. Consummation of the sale of shares by any Selling Stockholder to a Non-Qualified Transferee shall be conditioned upon consummation of the sale by each Participating Stockholder to such NonQualified Transferee of the Included Shares, if any. As used 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 DynaVox is structured as or involves a sale or redemption of Securitiesthis Section 3 )3(a), the Securityholders will agree term "transfer" shall be deemed to sell their proinclude all transactions or series of transactions pursuant to which beneficial ownership of Common Stock is succeeded, directly or indirectly, to a Non-rata share Qualified Transferee, regardless of the Securities being sold in number or type of intermediate entities or transactions between a Management Stockholder and such Sale of DynaVox on the terms and conditions approved by Vestar, and the Securityholders will execute any merger, asset purchase, security purchase, recapitalization or other sale agreement approved by Vestar in connection with such Sale of DynaVoxNon-Qualified Transferee. (b) The obligations number of Shares purchased from each Participating Stockholder and the Selling Stockholders and the number of shares of Common Stock purchased from each other Person (the Securityholders with respect "Other Take-Along Persons") who has a right to the Sale sell and who has exercised such night to sell shares of DynaVox are subject to the satisfaction of the following conditions: (i) upon the consummation of the Sale of DynaVox, all of the holders of a particular class or series of Securities shall receive the same form and amount of consideration per share, unit or amount of Securities, 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; (ii) such Securityholder shall be given the ability to exercise his or its rights Common Stock pursuant to the Exchange Agreement prior Amended and Restated Stockholders Agreement, dated as of October 31, 1995, and as amended by Amendment No. 0, Xxxxxxxxx Xx. 0 xxx Xxxxxxxxx Xx. 0 xxxreto (the "Amended 1995 Shareholder Agreement") among Holdings and the Stockholders, shall be determined by multiplying the aggregate number of Shares proposed to be purchased from the consummation Selling Stockholders or their Permitted Transferees by a Non-Qualified Transferee by a fraction, the numerator of which is the total number of Shares owned by such Participating Stockholder or such Selling Stockholder or the total number of shares of Common Stock owned by such Other Tag- Along Persons, as the case may be, and the denominator of which is the sum of the Saletotal number of Shares owned by all Participating Stockholders, and to receive in connection with such Sale the consideration which would be received on account total number of Shares owned by the Securities issuable pursuant to such exchange pursuant to the Exchange Agreement; (iii) any representations and warranties to be made by such Securityholder in connection with the Sale of DynaVox shall be limited to representations and warranties related to authority, ownership Selling Stockholders and the ability to convey title to such Securities and no Securityholder shall be liable for the inaccuracy total number of any representation or warranty made by any other Person in connection with the Sale shares of DynaVox, other than representations and warranties by or in respect of the Corporation and/or Holdings; (iv) the liability for indemnification, if any, of such Securityholder in the Sale of DynaVox and for the inaccuracy of any representations and warranties made by or in respect of the Corporation or Holdings in connection with such Sale of DynaVox, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach), and is pro rata in proportion to the amount of consideration paid to such Securityholder in connection with such Sale of DynaVox; and (v) the liability for indemnification shall be limited to such Securityholder’s applicable share (determined based on the respective proceeds payable to each Securityholder in connection with such Sale of DynaVox) of a negotiated aggregate indemnification amount that applies equally to all Securityholders but that in no event exceeds the amount of consideration otherwise payable to such Securityholder in connection with such Sale of DynaVox, except with respect to claims related to fraud or breaches of representations or warranties by such Securityholder, the liability for which need not be limited as to such Securityholder; (c) Each Securityholder will bear its or his pro-rata share (based upon the relative amount of Securities sold) of the reasonable costs of any sale of Securities pursuant to a Sale of DynaVox to the extent such costs are incurred for the benefit of all Securityholders and are not otherwise paid Common Stock owned by the Corporation, Holdings or the acquiring party. Costs incurred by or on behalf of a Securityholder for its or his sole benefit will not be considered costs of the transaction hereunderOther Tag-Along Persons. In the event that any transaction that Vestar elects Participating Stockholder shall elect to consummate sell less than the maximum number of Shares he is entitled to sell pursuant to the provisions of this Section 3.3(b) then each other Participating Stockholder and each Other Tag-Along Person shall have the right to sell additional Shares and shares of Common Stock, as the case may be, pro rata. according to the respective number of Shares and shares of Common Stock offered for sale by the Participating Stockholders and the Other Tag-Along Persons. (c) The Selling Stockholders who are parties to a sale to a Non-Qualified Transferee shall arrange for payment directly by the Non-Qualified Transferee to each Participating Stockholder, upon delivery of the certificate or cause to be consummated pursuant certificates representing the Shares duly endorsed for transfer, together with such other documents as the Non-Qualified Transferee may reasonably request. The reasonable costs and expenses incurred by the Selling Stockholders and Participating Stockholders in connection with a sale of Shares subject to this Section 5.1 is 3.3 shall be allocated pro rata based upon the number of shares sold by each Stockholder to a Non-Qualified Transferee; provided that the costs and expenses shall not consummated for any reasoninclude the fees and expenses of more than one law firm, Holdings will reimburse Vestar for which firm shall be selected by the Selling Stockholders and shall be counsel of recognized national standing representing the interests of the Selling Stockholders and the Participating Stockholders, unless representation of the Selling Stockholders and the Participating Stockholders by the same counsel, due to actual or potential differing interests between them, shall create a conflict of interest, in which case the costs and expenses shall include the reasonable fees and expenses of one additional law firm designated by Participating Stockholders proposing to sell a majority of the Shares proposed to be sold by all actual and reasonable expenses paid or incurred by Vestar in connection therewithParticipating Stockholders. (d) Notwithstanding any provision If at the end of 30 days following the date on which a Take-Along Notice was given, or as otherwise extended pursuant to the provisions of Section 3.3(a), the sale of shares of Common Stock by the Selling Stockholders and the sale of the Included Shares have not been completed in accordance with the terms of the Non-Qualified Transferee's offer, all certificates representing the Included Shares shall be returned to the Participating Stockholders, and all the restrictions on sale, transfer or assignment contained in this Agreement with respect to the contrary, Vestar and Park Avenue and/or their Affiliates shall be entitled to be paid customary and reasonable fees Shares owned by the Corporation and/or Holdings for any investment banking services provided by them Selling Stockholders shall again be in connection with a Sale of DynaVoxeffect.

Take-Along Rights. (ai) If Vestar elects there should be a Qualified Sale Transaction, HLI may, in its capacity as Managing Member and in its sole discretion, require (“take-along right”) each Member to consummate(A) sell all (but not less than all) of the Units (together with the associated shares of Class B Common Stock, or to cause the Corporation or Holdings to consummate, a transaction constituting a Sale of DynaVox, Vestar shall notify the Corporation and Holdings and the other Securityholders in writing of if any) then held by that election, the other Securityholders will consent to and raise no objections Member to the proposed transactionpurchaser in accordance with this Section 10.4(b) or (B) require that Member to surrender those Units (together with the associated shares of Class B Common Stock, and if applicable) for redemption by the Securityholders and Company, as the Corporation and Holdings will take transaction may require, subject to all other actions reasonably necessary or desirable to cause the consummation applicable provisions of such Sale of DynaVox on the terms proposed by Vestar; provided, that no Securityholder shall be required to enter into any non-compete or similar arrangement without their actual consentthis Section 10.4. Without limiting Notwithstanding the foregoing, (i) if the proposed Sale Managing Member may allow any Person owning Units of DynaVox record or beneficially that is structured as a sale of assets or a merger or consolidation, or otherwise requires equityholder approvalemployed by HLI, the Securityholders will vote Company or cause their Subsidiaries 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 therewithretain, and (ii) if the proposed exclude from a Qualified Sale Transaction, a portion of DynaVox is structured as or involves a sale or redemption of Securities, the Securityholders will agree to sell their pro-rata share of the Securities being sold in such Sale of DynaVox on the terms and conditions approved by Vestar, and the Securityholders will execute any merger, asset purchase, security purchase, recapitalization or other sale agreement approved by Vestar those Units in connection with such any Qualified Sale of DynaVoxTransaction. (b) The obligations of each of the Securityholders with respect to the Sale of DynaVox are subject to the satisfaction of the following conditions: (i) upon the consummation of the Sale of DynaVox, all of the holders of a particular class or series of Securities shall receive the same form and amount of consideration per share, unit or amount of Securities, 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; (ii) such Securityholder The Managing Member shall be given the ability give notice to exercise his or its rights pursuant to the Exchange Agreement each other Member, not fewer than 30 days prior to the consummation of any contemplated Qualified Sale Transaction, setting forth the Sale, and to receive in connection with such Sale the consideration which would be received on account principal terms of the Securities issuable pursuant Qualified Sale Transaction (including the - 34 - proposed closing date) in reasonable detail and advising as to such exchange pursuant to the Exchange Agreement;whether its take-along rights are exercised or waived. (iii) any representations and warranties If the Managing Member elects to be made by such Securityholder exercise its take-along rights in connection with a Qualified Sale Transaction, it shall provide to each other Member and to each beneficial owner of that Members’ Units all documents required to be executed by each of them to consummate the Qualified Sale of DynaVox shall be limited to representations and warranties related to authorityTransaction, ownership and the ability to convey title to such Securities and no Securityholder shall be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Sale of DynaVox, other not fewer than representations and warranties by or in respect of the Corporation and/or Holdings; (iv) the liability for indemnification, if any, of such Securityholder in the Sale of DynaVox and for the inaccuracy of any representations and warranties made by or in respect of the Corporation or Holdings in connection with such Sale of DynaVox, is several and not joint with any other Person (except ten days prior to the extent that funds may be paid out of an escrow established to cover breach), and is pro rata in proportion to the amount of consideration paid to such Securityholder in connection with such Sale of DynaVox; and closing date. Each other Member shall deliver (v) the liability for indemnification shall be limited to such Securityholder’s applicable share (determined based on the respective proceeds payable to each Securityholder in connection with such Sale of DynaVox) of a negotiated aggregate indemnification amount that applies equally to all Securityholders but that in no event exceeds the amount of consideration otherwise payable to such Securityholder in connection with such Sale of DynaVox, except with respect to claims related to fraud or breaches of representations or warranties by such Securityholder, the liability for which need not be limited as to such Securityholder; (c) Each Securityholder will bear its or his pro-rata share (based upon the relative amount of Securities sold) of the reasonable costs of any sale of Securities pursuant to a Sale of DynaVox to the extent such costs are incurred for the benefit of all Securityholders and are not otherwise paid by the Corporation, Holdings or the acquiring party. 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 Vestar elects to consummate or cause to be consummated pursuant delivered) to the Managing Member, at least five days before the proposed closing date, all such documents. If any Member fails to deliver (or cause to be delivered) these documents and the Qualified Sale Transaction is subsequently consummated, the Company shall cause its books and records to show that the Units owned of record or beneficially by the defaulting Member or beneficial owner, as applicable, are bound by the provisions of this Section 5.1 is not consummated for any reason, Holdings will reimburse Vestar for all actual and reasonable expenses paid or incurred by Vestar in connection therewith. (d) Notwithstanding any provision in this Agreement that they may be Transferred only to the contraryQualified Purchaser who purchased the Units in the Qualified Sale Transaction or, Vestar and Park Avenue and/or their Affiliates shall be entitled in the case of a Qualified Sale Transaction that is structured as a redemption of Units, to be paid customary and reasonable fees by the Corporation and/or Holdings Company for any investment banking services provided by them in connection with a Sale of DynaVoxredemption.

Take-Along Rights. (a) If Vestar elects to consummate, or to cause the Corporation or Holdings Company to consummate, a transaction constituting a Sale of DynaVoxthe Company, Vestar shall notify the Corporation and Holdings Company and the other Company Securityholders (and CPPIB if it is a Securityholder at such time) in writing of that election, the other Company Securityholders will consent to and raise no objections to the proposed transaction, and the Company Securityholders and the Corporation and Holdings Company will take all other actions reasonably necessary or desirable to cause the consummation of such Sale of DynaVox the Company on the terms proposed by Vestar; provided, that no Securityholder shall be required to enter into any non-compete or similar arrangement without their actual consent. Without limiting the foregoing, (i) if the proposed Sale of DynaVox the Company is structured as a sale of assets or a merger or consolidation, or otherwise requires equityholder approvalapproval pursuant to the LLC Agreement, the Company Securityholders and the Company will vote or cause to be voted all Securities that they hold or with respect to which such Company 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, therewith and (ii) if the proposed Sale of DynaVox the Company is structured as or involves a sale or redemption of Company Securities, the Company Securityholders will agree to sell their pro-rata share of the Company Securities being sold in such Sale of DynaVox the Company on the terms and conditions approved by Vestar, and the Company Securityholders will execute any merger, asset purchase, security purchase, recapitalization or other sale agreement approved by Vestar in connection with such Sale of DynaVoxthe Company. Notwithstanding anything to the contrary in this Section 4.1, Vestar’s rights to cause a Sale of the Company pursuant to this Section 4.1 shall terminate upon any Default Event. (b) The obligations of each of the Company Securityholders with respect to the Sale of DynaVox the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Sale of DynaVoxthe Company, all of the holders of a particular class or series of Company Securities (if any consideration is to be received by such holders) shall receive the same form and amount of consideration per share, unit or amount of SecuritiesCompany Securities (for purpose of this Section 4.1, the Common Units shall be treated as a single class, provided that the proceeds to be received by the holders thereof shall take into account any differences in distribution rights with respect to the Class A Units, Class B Units, Class C Units and other Units constituting Common Units pursuant to Article IV of the LLC Agreement), or if any holders of a particular class or series of Company 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; (ii) if consideration is to be received by holders of Company Securities, all holders of rights (without regard to time vesting, but giving effect to performance vesting that is contingent upon the return realized in connection with such Securityholder shall sale) to acquire a particular class or series of Company Securities will be given the ability an opportunity to either (A) exercise his or its such rights pursuant to the Exchange Agreement prior to the consummation of the SaleSale of the Company and participate in such sale as holders of such Company Securities or (B) upon the consummation of the Sale of the Company, and to receive in connection with exchange for such Sale the rights consideration which would be received on account of the Securities issuable pursuant to such exchange pursuant equal to the Exchange Agreement; amount determined by multiplying (iii1) any representations the same amount of consideration per share, unit or amount of Company Securities received by the holders of such type and warranties to be made by such Securityholder class of Company Securities in connection with the Sale of DynaVox the Company less the exercise price (or limitation on distribution rights, if any) per share, unit or amount of such rights to acquire such Company Securities by (2) the number of shares, units or aggregate amount of Securities represented by such rights; (iii) if consideration is to be received by holders of Company Securities, the holders of Preferred Units or, as the case may be, Preferred Stock, shall be limited receive consideration in respect of all of the issued and outstanding shares of Preferred Units or, as the case may be, Preferred Stock equal to representations the amount of consideration that such holders would have received if the aggregate consideration for such Sale of the Company had been distributed by the Company in complete liquidation pursuant to the rights and warranties related to authority, ownership and preferences set forth in the ability to convey title LLC Agreement as in effect immediately prior to such Securities and no Sale of the Company; (iv) each Company Securityholder shall be liable for pay its pro rata share (determined in proportion to net proceeds received by such Company Securityholder in connection with such Sale of the inaccuracy Company) of any representation or warranty made by any other Person the expenses incurred in connection with the Sale of DynaVox, other than representations and warranties by or in respect of the Corporation and/or Holdings;Company; and (ivv) the liability for indemnification, if any, of such each Company Securityholder in the Sale of DynaVox and for the inaccuracy of any representations and warranties made by or in respect of the Corporation or Holdings in connection with such Sale of DynaVox, is shall be several and not joint with any other Person (except and shall be limited to the extent that funds may be paid out of an escrow established to cover breach), and is such Company Securityholder’s pro rata share (determined in proportion to the amount of consideration paid to net proceeds received by such Company Securityholder in connection with such Sale of DynaVox; and (v) the liability for indemnification shall be limited to such Securityholder’s applicable share (determined based on the respective proceeds payable to each Securityholder in connection with such Sale of DynaVoxCompany) of a negotiated aggregate indemnification amount or other obligation (including, without limitation any amount to be held in escrow in connection with such Sale of the Company) that applies equally pro rata to all Company Securityholders but that in no event exceeds the amount of consideration otherwise payable net proceeds actually paid to such Company Securityholder in connection with such Sale of DynaVox, except with respect to claims related to fraud or breaches of representations or warranties by such Securityholder, the liability for which need not be limited as to such Securityholder;Company. (c) Each Company Securityholder will bear its or his pro-rata share (based upon the relative amount of Securities sold) of the reasonable and customary costs of any sale of Company Securities pursuant to a Sale of DynaVox the Company to the extent such costs are incurred for the benefit of all Company Securityholders and are not otherwise paid by the Corporation, Holdings Company or the acquiring partyparty (it being understood that the reasonable and 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 deemed costs for the benefit of all Company Securityholders). Costs incurred by or on behalf of a Company Securityholder for its or his sole benefit will not be considered costs of the transaction hereunder. In the event that any transaction that Vestar elects to consummate or cause to be consummated pursuant to this Section 5.1 is not consummated for any reason, Holdings will reimburse Vestar for all actual and reasonable expenses paid or incurred by Vestar in connection therewith. (d) Notwithstanding any provision in this Agreement to the contrary, Vestar and Park Avenue and/or their Affiliates Capital Partners shall be entitled to be paid customary and reasonable fees by the Corporation and/or Holdings for any investment banking services or other related services provided by them it, including, without limitation, in connection with a Sale of DynaVoxthe Company, as set forth in the Management Agreement. (e) In the event of a sale or exchange by the Company Securityholders of all or substantially all of the Company Securities held by the Company Securityholders (whether by sale, merger, recapitalization, reorganization, consolidation, combination or otherwise), each Company Securityholder shall receive in exchange for the Company Securities held by such Company Securityholder the same portion of the aggregate consideration from such sale or exchange that such Company Securityholder would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the LLC Agreement as in effect immediately prior to such sale or exchange. Each Company Securityholder shall take all necessary or desirable actions in connection with the distribution of the aggregate consideration from such sale or exchange as requested by the Company. (f) Any action by Vestar contemplated by this Article IV shall be deemed to have been taken by Vestar if such action is taken by the Vestar Majority Holders. (g) For the avoidance of doubt, nothing in this Article IV shall require CPPIB, unless it is also a Company Securityholder, and then only in its capacity as a Company Securityholder, to take any action or otherwise cooperate with the Company, Vestar or any other Company Securityholder in connection with a Sale of the Company.

Take-Along Rights. (a) If Vestar elects to consummate, or to cause the Corporation or Holdings to consummate, a transaction constituting a Sale of DynaVox, Vestar shall notify the Corporation and Holdings and the other Securityholders BlackRock Xxxxx in writing of that election, the other Securityholders BlackRock Xxxxx will consent to and raise no objections to the proposed transaction, and the Securityholders BlackRock Xxxxx and the Corporation and Holdings will take all other actions reasonably necessary or desirable to cause the consummation of such Sale of DynaVox on the terms proposed by Vestar; provided, that no Securityholder BlackRock Xxxxx shall not be required to enter into any non-compete or similar arrangement without their actual consent. Without limiting the foregoing, (i) if the proposed Sale of DynaVox is structured as a sale of assets or a merger or consolidation, or otherwise requires equityholder approval, the Securityholders BlackRock Xxxxx will vote or cause to be voted all Securities that they hold it holds or with respect to which such Securityholder it 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 DynaVox is structured as or involves a sale or redemption of Securities, the Securityholders BlackRock Xxxxx will agree to sell their its pro-rata share of the Securities being sold in such Sale of DynaVox on the terms and conditions approved by Vestar, and the Securityholders BlackRock Xxxxx will execute any merger, asset purchase, security purchase, recapitalization or other sale agreement approved by Vestar in connection with such Sale of DynaVox. (b) The obligations of each of the Securityholders BlackRock Xxxxx with respect to the Sale of DynaVox are subject to the satisfaction of the following conditions: (i) upon the consummation of the Sale of DynaVox, all of the holders of a particular class or series of Securities shall receive the same form and amount of consideration per share, unit or amount of Securities, 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; (ii) such Securityholder BlackRock Xxxxx shall be given the ability to exercise his or its rights pursuant to the Exchange Agreement prior to the consummation of the Sale, and to receive in connection with such Sale the consideration which would be received on account of the Securities issuable pursuant to such exchange pursuant to the Exchange Agreement; (iii) any representations and warranties to be made by such Securityholder BlackRock Xxxxx in connection with the Sale of DynaVox shall be limited to representations and warranties related to authority, ownership and the ability to convey title to such Securities and no Securityholder BlackRock Xxxxx shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Sale of DynaVox, other than representations and warranties by or in respect of the Corporation and/or Holdings; (iv) the liability for indemnification, if any, of such Securityholder BlackRock Xxxxx in the Sale of DynaVox and for the inaccuracy of any representations and warranties made by or in respect of the Corporation or Holdings in connection with such Sale of DynaVox, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach), and is pro pro-rata in proportion to the amount of consideration paid to such Securityholder BlackRock Xxxxx in connection with such Sale of DynaVox; and (v) the liability for indemnification shall be limited to such Securityholder’s BlackRock Xxxxx’x applicable share (determined based on the respective proceeds payable to each Securityholder in connection with such Sale of DynaVox) of a negotiated aggregate indemnification amount that applies equally to all Securityholders but that in no event exceeds the amount of consideration otherwise payable to such Securityholder BlackRock Xxxxx in connection with such Sale of DynaVox, except with respect to claims related to fraud or breaches of representations or warranties by such SecurityholderBlackRock Xxxxx, the liability for which need not be limited as to such SecurityholderBlackRock Xxxxx; (c) Each Securityholder BlackRock Xxxxx will bear its or his pro-rata share (based upon the relative amount of Securities sold) of the reasonable costs of any sale of Securities pursuant to a Sale of DynaVox to the extent such costs are incurred for the benefit of all Securityholders holders of Securities and are not otherwise paid by the Corporation, Holdings or the acquiring party. Costs incurred by or on behalf of a Securityholder BlackRock Xxxxx for its or his sole benefit will not be considered costs of the transaction hereunder. In the event that any transaction that Vestar elects to consummate or cause to be consummated pursuant to this Section 5.1 4.1 is not consummated for any reason, Holdings will reimburse Vestar for all actual and reasonable expenses paid or incurred by Vestar in connection therewith. (d) Notwithstanding any provision in this Agreement to the contrary, Vestar and Park Avenue and/or their Affiliates shall be entitled to be paid customary and reasonable fees by the Corporation and/or Holdings for any investment banking services provided by them in connection with a Sale of DynaVox.

Take-Along Rights. (a) If Vestar elects Promptly after any ----------------- one or more Principal Shareholder (the "Selling Shareholder") determines to consummateoffer for sale or otherwise dispose of (a "sale"), all or any portion of the Common Stock of the Company owned by such Selling Shareholder to cause any Person other than an Affiliate (as defined in section 3 of this Second Amendment) of such Selling Shareholder (a "Third Party Purchaser"), and if as a consequence of such sale the Corporation or Holdings Principal Shareholders as a group would in the aggregate own fewer than 80% of the aggregate number of shares of Common Stock indicated on Exhibit A, then the Selling Shareholder shall give written notice (a "Take-Along Notice") to consummatethe Wand/IMA Partnership and WPI at the address stated at the beginning of this letter, a transaction constituting a Sale specifying the name of DynaVox, Vestar shall notify the Corporation and Holdings and the other Securityholders in writing of that electionThird Party Purchaser, the number of shares of Common Stock intended to be sold, the purchase price and all other Securityholders will consent relevant terms and conditions of such sale. You shall have the option (the "Take-Along Option") to sell up to such number of shares of Common Stock determined in accordance with paragraph (b) of this section (the "Other Included Shares"), at the same price and raise no objections on the same terms received by the Selling Shareholder. The Take-Along Option shall be exercised by you by delivering a written notice to the proposed transactionSelling Shareholder (an "Exercise Notice"), and within five Business Days of the Securityholders and delivery of the Corporation and Holdings will take all other actions reasonably necessary Take-Along Notice, indicating your election to exercise the Take-Along Notice or desirable to cause the consummation of such Sale of DynaVox on the terms proposed by Vestar; provided, that no Securityholder Exercise Notice shall be required to enter into any non-compete or similar arrangement without their actual consent. Without limiting the foregoing, deemed delivered for purposes of this Agreement (i) if given by telex or telecopy, when such telex or telecopy is transmitted to the proposed Sale recipient's telex or telecopy number and the appropriate answer back or acknowledgment of DynaVox receipt is structured as a sale of assets received or a merger or consolidation, or otherwise requires equityholder approval, the Securityholders 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 given by mail, 72 hours after such notice is deposited in the proposed Sale of DynaVox is structured as or involves U.S. mail, return receipt requested. Failure by you to deliver an Exercise Notice to the Selling Shareholder shall constitute a sale or redemption of Securities, the Securityholders will agree binding agreement by your to sell their pro-rata share up to the number of the Securities being sold shares of Common Stock specified in such Sale of DynaVox Exercise Notice at the price and on the terms and conditions approved stated in the Take-Along Notice, unless such Exercise Notice is revoked by Vestara written instrument delivered in the manner specified above to the Selling Shareholder at least 24 hours prior to the time that the Selling shareholder enters into a legally binding commitment to sell such shares of Common Stock. the Selling Shareholder shall not sell shares of Common Stock to a Third Party Purchaser unless all Other Included Shares, and the Securityholders will execute if any mergerhave been elected pursuant to this Agreement, asset purchase, security purchase, recapitalization or other are included in such sale agreement approved by Vestar in connection accordance with such Sale of DynaVoxthis section. (b) The obligations You shall have the right to sell pursuant to each Take-Along Option described in paragraph (a) of each this section up to the number of shares of Common Stock determined by the formula below: X A = ------- x Z X+Y where, on the date you exercise the Take-along Option, A equals the number of shares of Common Stock you may include in such sale, X equals the number of shares of Common Stock then owned beneficially by you (inclusive of any shares issuable upon exercise of any warrants, options or other rights held by you), Y equals the total number of shares of Common Stock then owned by the Principal Shareholders on a fully diluted basis and Z equals the number of shares of Common Stock which the Selling Shareholder proposes to sell to a third Party Purchaser; provided, however, that the formula shall only include -------- ------- shares to be sold after the Principal Shareholders have sold 20% of the Securityholders with respect to the Sale aggregate number of DynaVox are subject to the satisfaction shares of the following conditions:Common Stock indicated on Exhibit A. (ic) upon the consummation of the Sale of DynaVox, all of the holders of a particular class or series of Securities shall receive the same form If and amount of consideration per share, unit or amount of Securities, 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; (ii) such Securityholder shall be given the ability to exercise his or its rights pursuant to the Exchange Agreement prior to the consummation of the Sale, and to receive in connection with such Sale the consideration which would be received on account of the Securities issuable pursuant to such exchange pursuant to the Exchange Agreement; (iii) any representations and warranties to be made by such Securityholder in connection with the Sale of DynaVox shall be limited to representations and warranties related to authority, ownership and the ability to convey title to such Securities and no Securityholder shall be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Sale of DynaVox, other than representations and warranties by or in respect of the Corporation and/or Holdings; (iv) the liability for indemnification, if any, of such Securityholder in the Sale of DynaVox and for the inaccuracy of any representations and warranties made by or in respect of the Corporation or Holdings in connection with such Sale of DynaVox, is several and not joint with any other Person (except to the extent that funds may at the end of 30 days following the date on which a Take-Along Notice was given pursuant to paragraph (a) of this section, the Selling Shareholder has not completed the sale of the number of shares of Common Stock proposed to be paid out sold as set forth in such Take-Along Notice, the Take- Along Option with respect thereto and the Selling Shareholder's right to sell such shares of an escrow established Common stock shall cease until such times as a subsequent Take-Along Notice is delivered to cover breach), and is pro rata you in proportion accordance with paragraph (a) of this section. Notwithstanding anything to the amount of consideration paid to such Securityholder in connection with such Sale of DynaVox; and (v) the liability for indemnification shall be limited to such Securityholder’s applicable share (determined based on the respective proceeds payable to each Securityholder in connection with such Sale of DynaVox) of a negotiated aggregate indemnification amount that applies equally to all Securityholders but that in no event exceeds the amount of consideration otherwise payable to such Securityholder in connection with such Sale of DynaVox, except with respect to claims related to fraud or breaches of representations or warranties by such Securityholdercontrary contained herein, the liability for which need not be limited Selling Shareholder shall have no obligation to you to consummate any sale as to such Securityholder; (c) Each Securityholder will bear its or his prowhich he gives a Take-rata share (based upon the relative amount of Securities sold) of the reasonable costs of any sale of Securities pursuant to a Sale of DynaVox to the extent such costs are incurred for the benefit of all Securityholders and are not otherwise paid by the Corporation, Holdings or the acquiring party. 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 Vestar elects to consummate or cause to be consummated pursuant to this Section 5.1 is not consummated for any reason, Holdings will reimburse Vestar for all actual and reasonable expenses paid or incurred by Vestar in connection therewithAlong Notice. (d) Notwithstanding The Selling Shareholder and you shall each pay a pro rata --- ---- share, based on the number of shares of Common Stock sold, of fees, expenses and commissions charged by any provision broker or agent executing the sale of shares of Common Stock pursuant to a Take-Along Option described in paragraph (a) of this Agreement section. (e) If you (i) fail to deliver good and marketable title to any or all of the contraryOther Included Shares or (ii) fail to pay any fees, Vestar and Park Avenue and/or their Affiliates shall be entitled costs or expenses required to be paid customary pursuant to this Agreement, you shall hold harmless and reasonable fees by indemnify the Corporation and/or Holdings for any investment banking services provided by them Selling Shareholder against all losses, claims, damages, liabilities and expenses (including attorneys' fees) arising out of or in connection with any such failure. (f) The failure by you to exercise a Sale Take-Along Option in connection with any par- ticular sale shall not affect your right to exercise a Take-Along Option with respect to any subsequent sale. (g) Any sale of DynaVoxshares of Common Stock by any Principal Shareholder to any Affiliate of such Principal Shareholder shall be null and void unless and until such Affiliate agrees in writing to be bound by the obligations of his transferor hereunder and the restrictions on transfer set forth herein with respect to the shares of Common Stock so to be acquired. (h) The rights and obligations applying to the Wand/IMA Partnership and WPI under this Section 3 shall also apply to Xxxxxx X. Xxxx, Xxxxx X. Xxxxxxx, Xxxxx X. Xxxxxxxxx and Xxxxxxx X. Xxxxxxxxx."

Take-Along Rights. (a) If Vestar elects to consummate, or to cause the Corporation or Holdings Company to consummate, a transaction constituting a Sale of DynaVoxthe Company, Vestar shall notify the Corporation and Holdings Company and 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 Corporation and Holdings Company will take all other actions reasonably necessary or desirable to cause the consummation of such Sale of DynaVox the Company on the terms proposed by Vestar; provided, that no Securityholder shall be required to enter into any non-compete or similar arrangement without their actual consent. Without limiting the foregoing, (i) if the proposed Sale of DynaVox the Company is structured as a sale of assets or a merger or consolidation, or otherwise requires equityholder approvalapproval pursuant to the LLC Agreement, 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, therewith and (ii) if the proposed Sale of DynaVox the Company is structured as or involves a sale or redemption of Securities, the Securityholders will agree to sell their pro-rata share of the Securities being sold in such Sale of DynaVox the Company on the terms and conditions approved by Vestar, and the Securityholders will execute any merger, asset purchase, security purchase, recapitalization or other sale agreement approved by Vestar in connection with such Sale of DynaVoxthe Company. (b) The obligations of each of the Securityholders with respect to the Sale of DynaVox the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Sale of DynaVoxthe Company, all of the holders of a particular class or series of Securities (if any consideration is to be received by such holders) shall receive the same form and amount of consideration per share, unit or amount of SecuritiesSecurities (for purpose of this Section 4.1, the Common Units shall be treated as a single class, provided that the proceeds to be received by the holders thereof shall take into account any differences in distribution rights with respect to the Class A Units, Class B Units, Class C Units and other Units constituting Common Units pursuant to Article IV of the LLC Agreement), 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; (ii) if consideration is to be received by holders of Securities, all holders of rights (without regard to time vesting, but giving effect to performance vesting that is contingent upon the return realized in connection with such Securityholder shall sale) to acquire a particular class or series of Securities will be given the ability an opportunity to either (A) exercise his or its such rights pursuant to the Exchange Agreement prior to the consummation of the SaleSale of the Company and participate in such sale as holders of such Securities or (B) 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 Securities received by the holders of such type and to receive class of Securities in connection with such the Sale the consideration which would be received on account of the Company less the exercise price (or limitation on distribution rights, if any) per share, unit or amount of such rights to acquire such Securities issuable pursuant to by (2) the number of shares, units or aggregate amount of Securities represented by such exchange pursuant to the Exchange Agreementrights; (iii) any representations and warranties if consideration is to be made received by holders of Securities, the holders of Preferred Units or, as the case may be, Preferred Stock, shall receive consideration in respect of all of the issued and outstanding shares of Preferred Units or, as the case may be, Preferred Stock equal to the amount of consideration that such holders would have received if the aggregate consideration for such Sale of the Company had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the LLC Agreement as in effect immediately prior to such Sale of the Company; (iv) each Securityholder shall pay its pro rata share (determined in proportion to net proceeds received by such Securityholder in connection with the such Sale of DynaVox shall be limited to representations and warranties related to authority, ownership and the ability to convey title to such Securities and no Securityholder shall be liable for Company) of the inaccuracy of any representation or warranty made by any other Person expenses incurred in connection with the Sale of DynaVox, other than representations and warranties by or in respect of the Corporation and/or Holdings;Company; and (ivv) the liability for indemnification, if any, of such each Securityholder in the Sale of DynaVox and for the inaccuracy of any representations and warranties made by or in respect of the Corporation or Holdings in connection with such Sale of DynaVox, is shall be several and not joint with any other Person (except and shall be limited to the extent that funds may be paid out of an escrow established to cover breach), and is such Securityholder’s pro rata share (determined in proportion to the amount of consideration paid to net proceeds received by such Securityholder in connection with such Sale of DynaVox; and (v) the liability for indemnification shall be limited to such Securityholder’s applicable share (determined based on the respective proceeds payable to each Securityholder in connection with such Sale of DynaVoxCompany) of a negotiated aggregate indemnification amount or other obligation (including, without limitation any amount to be held in escrow in connection with such Sale of the Company) that applies equally pro rata to all Securityholders but that in no event exceeds the amount of consideration otherwise payable net proceeds actually paid to such Securityholder in connection with such Sale of DynaVox, except with respect to claims related to fraud or breaches of representations or warranties by such Securityholder, the liability for which need not be limited as to such Securityholder;Company. (c) Each Securityholder will bear its or his pro-rata share (based upon the relative amount of Securities sold) of the reasonable and customary costs of any sale of Securities pursuant to a Sale of DynaVox the Company to the extent such costs are incurred for the benefit of all Securityholders and are not otherwise paid by the Corporation, Holdings Company or the acquiring partyparty (it being understood that the reasonable and 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 deemed costs for the benefit of all Securityholders). 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 Vestar elects to consummate or cause to be consummated pursuant to this Section 5.1 4.1 is not consummated for any reason, Holdings the Company will reimburse Vestar for all actual and reasonable expenses paid or incurred by Vestar in connection therewith. (d) Notwithstanding any provision in this Agreement to the contrary, Vestar and Park Avenue and/or their Affiliates Capital Partners shall be entitled to be paid pursuant to the Management Agreement customary and reasonable fees by the Corporation Company and/or Holdings its Subsidiaries for any investment banking services or other services provided by them it, including, without limitation, in connection with a Sale of DynaVoxthe Company. (e) In the event of a sale or exchange by the Securityholders of all or substantially all of the Securities held by the Securityholders (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 such Securityholder would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the LLC Agreement as in effect immediately prior to such sale or exchange. Each Securityholder shall take all necessary or desirable actions in connection with the distribution of the aggregate consideration from such sale or exchange as requested by the Company. (f) Any action by Vestar contemplated by this Article IV shall be deemed to have been taken by Vestar if such action is taken by the Vestar Majority Holders.

Take-Along Rights. (a) If Vestar elects the BSMB Majority Holders elect to consummate, or to cause the Corporation or Holdings Company to consummate, a transaction constituting a Sale of DynaVoxCompany Sale, Vestar then, the BSMB Majority Holders shall notify the Corporation and Holdings Company and the other Securityholders in writing at least 30 days prior to the consummation of that electionsuch transaction of their election to exercise their rights under this Section 4. If the BSMB Majority Holders deliver such notice, then, subject to this Section 4(a), the other Securityholders will shall vote for, consent to to, and raise no objections to the proposed transaction, and the Securityholders (including the BSMB Investors) and the Corporation and Holdings will Company shall take all other actions reasonably necessary or desirable to cause the consummation of such Company Sale of DynaVox on the terms proposed by Vestar; provided, that no Securityholder shall be required to enter into any non-compete or similar arrangement without their actual consentthe BSMB Majority Holders. Without limiting the foregoing, (i) if the proposed Company Sale of DynaVox is structured as a sale of assets or a merger or consolidation, or otherwise requires equityholder approval, the Securityholders will each Securityholder shall vote or cause to be voted all Securities Securityholder Shares that they hold such Securityholder holds 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 shall waive any dissenter’s rights, appraisal rights or similar rights which they such Securityholder may have in connection therewith, and (ii) if the proposed Company Sale of DynaVox is structured as or involves a sale or redemption of SecuritiesSecurityholder Shares, the Securityholders will shall agree to sell their pro-pro rata share of the Securities Securityholder Shares being sold in such Company Sale of DynaVox on substantially the terms and conditions approved by Vestarand applicable to the BSMB Majority Holders, and the such Securityholders will shall execute any merger, asset purchase, security purchase, recapitalization or other sale agreement all documents reasonably required to effectuate such Company Sale and approved by Vestar the BSMB Majority Holders in connection with such Company Sale, (iii) each Securityholder shall be obligated to provide the same representations, warranties, covenants and agreements that the BSMB Majority Holders agree to provide in connection with such Company Sale (except that each Securityholder shall be obligated to provide any such obligations that relate specifically to a particular Securityholder such as representations and warranties given by a Securityholder regarding such Securityholder’s title to and ownership of DynaVoxsuch Securityholder’s Securityholder Shares), (iv) each Securityholder shall be obligated to join on a pro rata basis (based on the relative consideration to be received by each such Securityholder) in any indemnification or other obligations that the BSMB Majority Holders agree to provide in connection with such Company Sale (other than any such obligations that relate specifically to a particular Securityholder such as indemnification with respect to representations and warranties given by a Securityholder regarding such Securityholder’s title to and ownership of such Securityholder’s Securityholder Shares); provided, that the indemnification obligation of each Securityholder shall not exceed the aggregate net consideration to be received by such Securityholder, (v) no Securityholder which is an institutional investor or investment fund shall be required to enter into any non-competition, non-solicitation or similar arrangement which survives the closing of such Transfer, and (vi) no Securityholder shall be required to enter into a new non-competition, non-solicitation or similar arrangement which survives the consummation of such Company Sale that is more restrictive than any non-competition, non-solicitation or similar arrangement to which such Securityholder is subject prior to the consummation of such Company Sale. (b) The obligations of each of the Securityholders with respect to the Company Sale of DynaVox are subject to the satisfaction of the following conditions: (i) condition that upon the consummation of the Sale of DynaVoxCompany Sale, all of the holders of a particular class or series of Securities Securityholder Shares shall receive the same form and amount of consideration per share, unit or amount of Securities, share or if any holders of a particular class or series of Securities Securityholder Shares are given an option as to the form and amount of consideration to be received, all holders of such class or series will shall be given the same option; (ii) such . In addition, the Company shall have the right to require that all holders of then currently exercisable rights to acquire a particular class or series of Securityholder Shares shall be given an opportunity, at the ability Securityholder’s option, to either (i) exercise his or its such rights pursuant to the Exchange Agreement prior to the consummation of the Company Sale and participate in such sale as holders of such Securityholder Shares or (ii) upon the consummation of the Company Sale, and to receive in connection with exchange for such Sale the rights consideration which would be received on account of the Securities issuable pursuant to such exchange pursuant equal to the Exchange Agreement; amount determined by multiplying (iii1) any representations the same amount of consideration per share or amount of Securityholder Shares received by the holders of such type and warranties to be made by such class of Securityholder Shares in connection with the Company Sale less the exercise price per share or amount of DynaVox shall be limited such rights to representations and warranties related to authority, ownership and the ability to convey title to acquire such Securities and no Securityholder shall be liable for the inaccuracy of any representation or warranty made Shares by any other Person in connection with the Sale of DynaVox, other than representations and warranties by or in respect of the Corporation and/or Holdings; (iv2) the liability for indemnificationnumber of shares or aggregate amount of Securityholder Shares represented by such rights. In no event shall any amounts payable to Bear Xxxxxxx Merchant Manager III (Cayman), if any, of such Securityholder in the Sale of DynaVox and for the inaccuracy of any representations and warranties made by L.P. (or in respect of the Corporation or Holdings in connection with such Sale of DynaVox, is several and not joint with any other Person (except its designees) pursuant to the extent that funds may Professional Services Agreement be paid out of an escrow established to cover breach), and is pro rata in proportion to the amount of deemed consideration paid to such Securityholder in connection with such Sale of DynaVox; and (v) the liability for indemnification shall be limited to such Securityholder’s applicable share (determined based on the respective proceeds payable to each Securityholder in connection with such Sale of DynaVox) of a negotiated aggregate indemnification amount that applies equally to all Securityholders but that in no event exceeds the amount of consideration otherwise payable to such Securityholder in connection with such Sale of DynaVox, except with respect to claims related to fraud or breaches of representations or warranties received by such Securityholder, the liability for which need not be limited as to such Securityholder;BSMB hereunder. (c) Each If a Company Sale is consummated, then each Securityholder will shall bear its or his pro-such Person’s pro rata share (based upon the relative amount of Securities soldconsideration received by such Securityholder) of the reasonable costs of any sale of Securities Securityholder Shares pursuant to a Company Sale of DynaVox to the extent such costs are incurred for the benefit of all Securityholders and are not otherwise paid by the Corporation, Holdings Company or the acquiring party. Costs incurred by or on behalf of a Securityholder for its or his such Person’s sole benefit will shall not be considered costs of the transaction hereunder. In the event that any transaction that Vestar the Company or a BSMB Investor, as applicable, elects to consummate or cause to be consummated pursuant to this Section 5.1 4 is not consummated for any reason, Holdings will the Company shall reimburse Vestar the BSMB Investor for all actual and reasonable expenses paid or incurred by Vestar the BSMB Investor in connection therewith. Notwithstanding anything to the contrary herein, the Company shall reimburse the Management Holders for the actual and reasonable fees and out-of-pocket expenses of one (1) legal counsel retained by the Management Holders solely in connection with such counsel’s review and negotiation of the definitive agreement with respect to such Company Sale; provided, that such amounts (i) shall not include any fees or expenses incurred in connection with any new employment agreements, option agreements, or any other equity documents and (ii) shall not exceed $50,000 in the aggregate. (d) Notwithstanding any provision The take-along right of the BSMB Majority Holders set forth in this Agreement to Section 4 shall terminate upon the contrary, Vestar and Park Avenue and/or their Affiliates shall be entitled to be paid customary and reasonable fees by the Corporation and/or Holdings for any investment banking services provided by them in connection with consummation of a Company Sale of DynaVoxor an IPO.

Take-Along Rights. (a) If Subject to the next paragraph, if Vestar elects to consummate, or to cause the Corporation or Holdings Company to consummate, a transaction constituting a Sale of DynaVoxthe Company, Vestar shall notify the Corporation and Holdings Company and 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 Corporation and Holdings Company will take all other actions reasonably necessary or desirable to cause the consummation of such Sale of DynaVox transaction on the terms proposed by Vestar; provided, that no Securityholder shall be required to enter into any non-compete or similar arrangement without their actual consentVestar (a “Drag Along Sale”). Without limiting the foregoing, (i) if the proposed Drag Along Sale of DynaVox is structured as a sale of assets or a merger or consolidation, or otherwise requires equityholder stockholder 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 the proposed Drag Along Sale of DynaVox is structured as or involves a sale or redemption of Securities, the Securityholders will agree to sell their pro-rata share of the Securities being sold in such Drag Along Sale of DynaVox on the terms and conditions approved by Vestar, and the Securityholders will execute any merger, asset purchase, security purchase, recapitalization or other sale agreement approved by Vestar in connection with such Sale of DynaVoxthe Company. Notwithstanding the foregoing, Vestar shall not require the sale pursuant to this Section 4.1(a) of Units owned by Employees unless, prior to the consummation of any Drag Along Sale, the Vestar Majority Holder and the Executive Majority Holders mutually agree in good faith on a valuation of the Units that are not Class A Units held by the Employees and such Employees are given the opportunity to convert such Units into Class A Units based upon such valuation and participate on that as-converted basis in such Drag Along Sale pursuant to the provisions of this Section 4.1. (b) The obligations of each of the Securityholders with respect to the Drag Along Sale of DynaVox are subject to the satisfaction of the following conditions: : (i) upon the consummation of the Sale of DynaVoxDrag Along Sale, all of the holders of a particular class or series of Securities (if any consideration is to be received by any of them) shall receive the same form and amount of consideration per share, unit or amount of Securities, 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; , (ii) such Securityholder shall if consideration is to be received by holders of Securities, all holders of then currently exercisable rights to acquire a particular class or series of Securities will be given the ability an opportunity to either (A) exercise his or its such rights pursuant to the Exchange Agreement prior to the consummation of the Drag Along Sale and participate in such sale as holders of such Securities or (B) upon the consummation of the Drag Along Sale, and to receive in connection with exchange for such Sale the rights consideration which would be received on account of the Securities issuable pursuant to such exchange pursuant equal to the Exchange Agreement; amount determined by multiplying (iii1) any representations the same amount of consideration per share, unit or amount of Securities received by the holders of such type and warranties to be made by such Securityholder class of Securities in connection with the Drag Along Sale less the exercise price per share, unit or amount of DynaVox shall be limited such rights to representations and warranties related to authority, ownership and the ability to convey title to acquire such Securities by (2) the number of shares, units or aggregate amount of Securities represented by such rights, and no Securityholder (iii) if consideration is to be received by holders of Securities, the holders of Preferred Units or, as the case may be, Preferred Stock shall be liable for receive consideration in respect of all of the inaccuracy issued and outstanding shares of Preferred Units or, as the case may be, Preferred Stock in such Drag Along Sale having a fair market value equal to the aggregate liquidation value and preferred return of such Preferred Units or, as the case may be, Preferred Stock before any representation or warranty made by any other Person in connection with the Sale of DynaVox, other than representations and warranties by or consideration is paid in respect of the Corporation and/or Holdings; (iv) Class A Units or, as the liability for indemnificationcase may be, if any, of Common Stock in such Securityholder in the Sale of DynaVox and for the inaccuracy of any representations and warranties made by or in respect of the Corporation or Holdings in connection with such Sale of DynaVox, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach), and is pro rata in proportion to the amount of consideration paid to such Securityholder in connection with such Sale of DynaVox; and (v) the liability for indemnification shall be limited to such Securityholder’s applicable share (determined based on the respective proceeds payable to each Securityholder in connection with such Sale of DynaVox) of a negotiated aggregate indemnification amount that applies equally to all Securityholders but that in no event exceeds the amount of consideration otherwise payable to such Securityholder in connection with such Sale of DynaVox, except with respect to claims related to fraud or breaches of representations or warranties by such Securityholder, the liability for which need not be limited as to such Securityholder;Drag Along Sale. (c) Each Securityholder will bear its or his pro-rata share (based upon the relative amount of Securities sold) of the reasonable costs of any sale of Securities pursuant to a Drag Along Sale of DynaVox to the extent such costs are incurred for the benefit of all Securityholders and are not otherwise paid by the Corporation, Holdings Company or the acquiring party. 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 Vestar elects to consummate or cause to be consummated pursuant to this Section 5.1 4.1 is not consummated for any reason, Holdings the Company will reimburse Vestar for all actual and reasonable expenses paid or incurred by Vestar in connection therewith. (d) Notwithstanding any provision in this Agreement to the contrary, Vestar and Park Avenue and/or their Affiliates Capital Partners (as defined in the Management Agreement) shall be entitled to be paid customary and reasonable fees by the Corporation and/or Holdings Company for any investment banking services provided by them it in connection with a Sale of DynaVoxthe Company. (e) The provisions of this Section 4.1 shall remain in effect following the first Public Offering.

Take-Along Rights. (a) If Vestar elects Promptly after any Shareholder (the ----------------- "Selling Shareholder") determines to consummateoffer for sale or otherwise dispose of (a "sale"), all or any portion of the Common Stock of the Company owned by such Selling Shareholder to cause any Person other than an Affiliate (as defined in section 8 of this Agreement) of such Selling Shareholder (a "Third Party Purchaser"), and if as a consequence of such sale the Corporation or Holdings Shareholders as a group would in the aggregate own less than 65% of the Common Stock on a fully diluted basis, then the Selling Shareholder shall give written notice (a"Take-Along Notice") to consummateyou at your address for notices under the Purchase Agreement, a transaction constituting a Sale specifying the name of DynaVox, Vestar shall notify the Corporation and Holdings and the other Securityholders in writing of that electionThird Party Purchaser, the number of shares of Common Stock intended to be sold, the purchase price, all other Securityholders relevant terms and conditions of such sale, and whether such sale will consent result in a Change in Control (as defined in section 16(a) of the Warrants). You and Xxxxxx X. Xxxx shall have the option (the "Take-Along Option") to sell up to such number of shares of Common Stock determined in accordance with paragraph (b) of this section (the "Other Included Shares"), at the same price and raise no objections on the same terms received by the Selling Shareholder. The Take-Along Option shall be exercised by you by delivering a written notice to the proposed transactionSelling Shareholder (an "Exercise Notice"), within five Business Days of the delivery of the Take-Along Notice, indicating your election to exercise the Take-Along Option and specifying the Securityholders and the Corporation and Holdings will take all other actions reasonably necessary number of shares of Common Stock to be included. A Take-Along Notice or desirable to cause the consummation of such Sale of DynaVox on the terms proposed by Vestar; provided, that no Securityholder Exercise Notice shall be required to enter into any non-compete or similar arrangement without their actual consent. Without limiting the foregoing, deemed delivered for purposes of this Agreement (i) if given by telex or telecopy, when such telex or telecopy is transmitted to the proposed Sale recipient's telex or telecopy number and the appropriate answer back or acknowledgment of DynaVox receipt is structured as a sale of assets received or a merger or consolidation, or otherwise requires equityholder approval, the Securityholders 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 given by mail, 72 hours after such notice is deposited in the proposed Sale U.S. mail with first class postage pre-paid. Failure by you to deliver an Exercise Notice to the Selling Shareholder within such five Business Day period shall be deemed an election by you not to exercise the Take-Along Option with respect to such Take-Along Notice. The delivery of DynaVox is structured as or involves an Exercise Notice to the Selling Shareholder shall constitute a sale or redemption of Securities, the Securityholders will agree binding agreement by you to sell their pro-rata share up to the number of the Securities being sold shares of Common Stock specified in such Sale of DynaVox Exercise Notice at the price and on the terms and conditions approved stated in the Take-Along Notice, unless such Exercise Notice is revoked by Vestara written instrument delivered in the manner specified above to the Selling Shareholder at least 24 hours prior to the time that the Selling Shareholder enters into a legally binding commitment to sell such shares of Common Stock. The Selling Shareholder shall not sell shares of Common Stock to a Third Party Purchaser unless all Other Included Shares, and the Securityholders will execute if any mergerhave been elected pursuant to this Agreement, asset purchase, security purchase, recapitalization or other are included in such sale agreement approved by Vestar in connection accordance with such Sale of DynaVoxthis section. (b) The obligations You shall have the right to sell pursuant to each Take-Along Option described in paragraph (a) of each of the Securityholders with respect this section up to the Sale number of DynaVox shares of Common Stock determined by the formula below: where, on the date you exercise the Take-Along Option, A equals the number of shares of Common Stock you may include in such sale, Y equals the number of shares of Common Stock on a fully diluted basis you are subject entitled to receive upon exercise in full of all of your Warrants, Z equals the satisfaction number of shares of Common Stock which the following conditions:Selling Shareholder proposes to sell to a Third Party Purchaser, and T equals the total number of shares of Common Stock outstanding on a fully diluted basis. (ic) upon the consummation of the Sale of DynaVox, all of the holders of a particular class or series of Securities shall receive the same form If and amount of consideration per share, unit or amount of Securities, 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; (ii) such Securityholder shall be given the ability to exercise his or its rights pursuant to the Exchange Agreement prior to the consummation of the Sale, and to receive in connection with such Sale the consideration which would be received on account of the Securities issuable pursuant to such exchange pursuant to the Exchange Agreement; (iii) any representations and warranties to be made by such Securityholder in connection with the Sale of DynaVox shall be limited to representations and warranties related to authority, ownership and the ability to convey title to such Securities and no Securityholder shall be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Sale of DynaVox, other than representations and warranties by or in respect of the Corporation and/or Holdings; (iv) the liability for indemnification, if any, of such Securityholder in the Sale of DynaVox and for the inaccuracy of any representations and warranties made by or in respect of the Corporation or Holdings in connection with such Sale of DynaVox, is several and not joint with any other Person (except to the extent that funds may at the end of 30 days following the date on which a Take-Along Notice was given pursuant to paragraph (a) of this section, the Selling Shareholder has not completed the sale of the number of shares of Common Stock proposed to be paid out sold as set forth in such Take-Along Notice, the Take-Along Option with respect thereto and the Selling Shareholder's right to sell such shares of an escrow established Common Stock shall cease until such time as a subsequent Take-Along Notice is delivered to cover breach), and is pro rata you in proportion accordance with paragraph (a) of this section. Notwithstanding anything to the amount of consideration paid to such Securityholder in connection with such Sale of DynaVox; and (v) the liability for indemnification shall be limited to such Securityholder’s applicable share (determined based on the respective proceeds payable to each Securityholder in connection with such Sale of DynaVox) of a negotiated aggregate indemnification amount that applies equally to all Securityholders but that in no event exceeds the amount of consideration otherwise payable to such Securityholder in connection with such Sale of DynaVox, except with respect to claims related to fraud or breaches of representations or warranties by such Securityholdercontrary contained herein, the liability for which need not be limited Selling Shareholder shall have no obligation to you to consummate any sale as to such Securityholder; (c) Each Securityholder will bear its or his prowhich it gives a Take-rata share (based upon the relative amount of Securities sold) of the reasonable costs of any sale of Securities pursuant to a Sale of DynaVox to the extent such costs are incurred for the benefit of all Securityholders and are not otherwise paid by the Corporation, Holdings or the acquiring party. 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 Vestar elects to consummate or cause to be consummated pursuant to this Section 5.1 is not consummated for any reason, Holdings will reimburse Vestar for all actual and reasonable expenses paid or incurred by Vestar in connection therewithAlong Notice. (d) Notwithstanding The Selling Shareholder and you shall each pay a pro rata --- ---- share of fees, expenses and commissions charged by any provision broker or agent executing the sale of shares of Common Stock pursuant to a Take-Along Option described in paragraph (a) of this Agreement section. (e) If you (i) fail to deliver good and marketable title to any or all of the contraryOther Included Shares or (ii) fail to pay any fees, Vestar and Park Avenue and/or their Affiliates shall be entitled costs or expenses required to be paid customary pursuant to this Agreement, you shall hold harmless and reasonable fees by indemnify the Corporation and/or Holdings for any investment banking services provided by them Selling Shareholder against all losses, claims, damages, liabilities and expenses (including attorneys' fees) arising out of or in connection with any such failure. (f) The failure by you to exercise a Sale Take-Along Option in connection with any particular sale shall not affect your right to exercise a Take-Along Option with respect to any subsequent sale. (g) Any sale of DynaVoxshares of Common Stock by any Shareholder to any Affiliate of such Shareholder shall be null and void unless and until such Affiliate agrees in writing to be bound by the obligations of his transferor hereunder and the restrictions of transfer set forth herein with respect to the shares of Common Stock so to be acquired. (h) The rights and obligations applying to you under this paragraph 3 shall also apply to Xxxxxx X. Xxxx.