Common use of Take Along Clause in Contracts

Take Along. (a) If at any time, any of the Stockholders constituting more than fifty (50%) of the Common Stock Equivalents, individually or acting as a group (such Stockholders, as applicable, being referred to herein as the “Take Along Group”) elect to consummate, or cause the Company to consummate, a Company Sale to a Third Party which is not an Affiliate of any Stockholder included in the Take Along Group, then upon twenty (20) days’ written notice by the Take Along Group to each other Stockholder, which notice shall set forth the terms and conditions of such proposed Company Sale, including the name of the prospective transferee, the number of shares of Common Stock and Common Stock Equivalents proposed to be sold by the Take Along Group in the Company Sale, the consideration to be received by the Take Along Group and the proposed time and place of closing (such notice being referred to as the “Sale Request”), each other Stockholder (each, a “Seller”), in the event the Company Sale is consummated, shall be obligated to consummate, consent to and raise no objection to the proposed Company Sale and take all other actions reasonably necessary or desirable to consummate the proposed Company Sale on the terms proposed by the Take Along Group as set forth in the Sale Request. Without limiting the generality of the foregoing, (i) if the Company Sale is structured as a merger, consolidation or similar business transaction, each Seller will vote or cause to be voted all Shares that he holds or with respect to which he has the power to direct the voting and which he is entitled to vote on such proposed Company Sale in favor of such proposed Company Sale and will waive all appraisal and dissenters rights and hereby grants a proxy in favor of the Take Along Group to vote the Seller’s Shares in accordance with this Section 2.4(a) and (ii) if the Company Sale is structured as a sale or redemption of Common Stock, each Seller will agree to sell his pro rata portion of Common Stock Equivalents (including his pro rata portion of Time Options, Rollover Options and Performance Options which would become Common Stock Equivalents by reason of the Company Sale) being sold in the Company Sale on the same terms and conditions as the Take Along Group. A Stockholder’s pro rata portion, for purposes of this Section 2.4(a), is the product of (i) a fraction, the numerator of which is the number of outstanding Common Stock Equivalents which such Stockholder then owns and the denominator of which is the total number of such Common Stock Equivalents then actually outstanding and (ii) the total number of Common Stock Equivalents being sold in the Company Sale. Each proxy granted above in this Section 2.4(a) is irrevocable, coupled with an interest and shall survive until the expiration of the provisions of this Section 2.4(a). If required, each Seller shall (i) deliver certificates for all of its Shares being Transferred pursuant to this Section 2.4(a) at the closing of the proposed Transfer, free and clear of all claims, liens and encumbrances. The terms and conditions of any sale pursuant to this Section 2.4(a) shall be the same as set forth in the Sale Request; provided, however, that in the case of Performance Options, Time Options and Rollover Options, the holders of such securities shall have the opportunity to either (i) exercise such Performance Options, Time Options and Rollover Options (if such Performance Options, Time Options or Rollover Options are exercisable or would be exercisable upon consummation of the Company Sale) and participate in such sale as holders of Common Stock issuable upon such exercise, or (ii) upon the consummation of the sale, receive in exchange for such Performance Options, Time Options and Rollover Options the amount determined by multiplying (1) the same amount of consideration per share received by the Stockholders for which the Performance Option, Time Option or Rollover Option is exercisable less the exercise price or conversion price per share of such Performance Option, Time Option or Rollover Option by (2) the number of shares of Common Stock represented by such Performance Options, Time Options and Rollover Options. (b) Each Stockholder, whether in his capacity as a Seller, Stockholder, officer or director of the Company, or otherwise, shall take or cause to be taken all commercially reasonable actions in order expeditiously to consummate any Company Sale and any related transactions, including, without limitation, executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments as may be reasonably requested and otherwise cooperating with the Take Along Group and any prospective buyer; provided, however, that Stockholders shall be obligated to become liable in respect of any representations, warranties, covenants, indemnities or otherwise to the Third Party solely to the extent provided in the immediately following sentence. Without limiting the generality of the foregoing, each Stockholder agrees to execute and deliver such agreements as may be reasonably specified by the Take Along Group to which such Take Along Group will also be party, including, without limitation, agreements to (i) (1) make individual representations, warranties, covenants and other agreements as to the unencumbered title to its Shares and the power, authority and legal right to Transfer such Shares and the absence of any Adverse Claim with respect to such Shares and (2) be liable without limitation as to such representations, warranties, covenants (including without limitation, covenants not to compete, as appropriate) and other agreements and (ii) be liable (whether by purchase price adjustment, indemnity payments or otherwise) in respect of representations, warranties, covenants and agreements in respect of the Company and its subsidiaries; provided, however, that the aggregate amount of liability described in this clause (ii) in connection with any Company Sale shall not exceed the lesser of (I) such Stockholder’s pro rata portion of any such liability, to be determined in accordance with such Stockholder’s portion of the total value for his, her or its Shares included in such Company Sale or (II) the proceeds to such Stockholder in connection with such Company Sale. (c) The provisions of this Section 2.4 shall only apply to the WP Stockholders in the event that either the Company Sale is an Approved Company Sale or the WP Stockholders otherwise consent to such Company Sale. (d) In the event the consideration to be paid in exchange for Common Stock Equivalents in a Company Sale proposed pursuant to this Section 2.4 includes an securities, and the receipt thereof by a Stockholder would require under applicable law (a) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (b) the provision to any Stockholder of any information regarding the Company, such securities or the issuer thereof, such Stockholder shall not have the right to sell shares of Common Stock and Common Stock Equivalents in such proposed Company Sale. In such event, the Take Along Group shall have the right, but not the obligation, to cause to be paid to such Stockholder in lieu thereof, against surrender of the Common Stock Equivalents which would have otherwise been included in the Company Sale, an amount in cash equal to the Fair Market Value of such Common Stock Equivalents as of the date such securities would have been issued in exchange for such Common Stock Equivalents.

Take Along. (a) If at any time, any of the Stockholders Majority Sellers accepts a bona fide offer from a Third Party for the purchase of Shares constituting more than fifty (50%) the number of Shares owned by any one of the Common Stock EquivalentsMajority Sellers, individually or acting as a group (such Stockholders, as applicable, being referred to herein as both of the “Take Along Group”) Majority Sellers elect to consummate, consummate or to cause the Company to consummate, a Company transaction constituting a Sale to a Third Party which is not an Affiliate of any Stockholder included in the Take Along Group, then upon twenty (20) days’ written notice by the Take Along Group to each other Stockholder, which notice shall set forth the terms and conditions of such proposed Company Sale, including the name of the prospective transfereeCompany (collectively, a "Take-Along Transaction"), the number of shares of Common Stock and Common Stock Equivalents proposed to be sold by the Take Along Group in Majority Seller(s) shall notify the Company Saleand the Other Stockholders in writing of that election, the consideration to be received by the Take Along Group and the proposed time and place of closing (such notice being referred to as the “Sale Request”), each other Stockholder (each, a “Seller”), in the event the Company Sale is consummated, shall be obligated to consummate, consent to and Other Stockholders will raise no objection objections to the proposed transaction, and the Stockholders and the Company Sale and will take all other actions reasonably necessary or desirable to consummate cause the proposed Company Sale consummation of such Take-Along Transaction on the terms proposed by the Take Along Group as set forth in the Sale Requesta Majority Seller. Without limiting the generality of the foregoing, (i) if the Company Sale proposed Take-Along Transaction is structured as a merger, consolidation or similar business transaction, each Seller will vote or cause to be voted all Shares that he holds or with respect to which he has the power to direct the voting and which he is entitled to vote on such proposed Company Sale in favor of such proposed Company Sale and will waive all appraisal and dissenters rights and hereby grants a proxy in favor of the Take Along Group to vote the Seller’s Shares in accordance with this Section 2.4(a) and (ii) if the Company Sale is structured as involves a sale or redemption of Common StockShares, each Seller the Other Stockholders will agree to sell his pro their pro-rata portion of Common Stock Equivalents (including his pro rata portion of Time Options, Rollover Options and Performance Options which would become Common Stock Equivalents by reason share of the Company Sale) Shares being sold in the Company Sale such Take-Along Transaction on the same terms and conditions approved by the Majority Seller, and the Other Stockholders will execute any merger, asset purchase, security purchase, recapitalization or other sale agreement approved by the Company or the Majority Seller(s), as the Take case may be, in connection with such Take-Along Group. A Stockholder’s pro rata portion, for purposes of this Section 2.4(a), is the product of Transaction. (ib) a fraction, the numerator of which is the number of outstanding Common Stock Equivalents which such Stockholder then owns and the denominator of which is the total number of such Common Stock Equivalents then actually outstanding and (ii) the total number of Common Stock Equivalents being sold in the Company Sale. Each proxy granted above in this Section 2.4(a) is irrevocable, coupled with an interest and shall survive until the expiration The obligations of the provisions of this Section 2.4(a). If required, each Seller shall (i) deliver certificates for all of its Shares being Transferred pursuant Other Stockholders will respect to this Section 2.4(a) at the closing Take-Along Transaction are subject to the satisfaction of the proposed Transfer, free and clear of all claims, liens and encumbrances. The terms and conditions of any sale pursuant to this Section 2.4(a) shall be the same as set forth in the Sale Request; provided, however, that in the case of Performance Options, Time Options and Rollover Options, the holders of such securities shall have the opportunity to either (i) exercise such Performance Options, Time Options and Rollover Options (if such Performance Options, Time Options or Rollover Options are exercisable or would be exercisable upon consummation of the Company Sale) and participate in such sale as holders of Common Stock issuable upon such exercise, or (ii) following condition: upon the consummation of the saleTake-Along Transaction, all of the holders of a particular class or series of Shares shall receive in exchange for such Performance Options, Time Options and Rollover Options the amount determined by multiplying (1) the same form and amount of consideration per share received by the Stockholders for which the Performance Option, Time Option or Rollover Option is exercisable less the exercise price or conversion price per share of such Performance Option, Time Option or Rollover Option by (2) the number of shares of Common Stock represented by such Performance Options, Time Options and Rollover Options. (b) Each Stockholder, whether in his capacity as a Seller, Stockholder, officer or director of the CompanyShare, or otherwiseamount of shares, shall take or cause to be taken all commercially reasonable actions in order expeditiously to consummate if any Company Sale and any related transactions, including, without limitation, executing, acknowledging and delivering consents, assignments, waivers and other documents holders of a particular class or instruments as may be reasonably requested and otherwise cooperating with the Take Along Group and any prospective buyer; provided, however, that Stockholders shall be obligated to become liable in respect series of any representations, warranties, covenants, indemnities or otherwise to the Third Party solely to the extent provided in the immediately following sentence. Without limiting the generality of the foregoing, each Stockholder agrees to execute and deliver such agreements as may be reasonably specified by the Take Along Group to which such Take Along Group will also be party, including, without limitation, agreements to (i) (1) make individual representations, warranties, covenants and other agreements Shares are given an option as to the unencumbered title to its Shares form and the power, authority and legal right to Transfer such Shares and the absence of any Adverse Claim with respect to such Shares and (2) be liable without limitation as to such representations, warranties, covenants (including without limitation, covenants not to compete, as appropriate) and other agreements and (ii) be liable (whether by purchase price adjustment, indemnity payments or otherwise) in respect of representations, warranties, covenants and agreements in respect of the Company and its subsidiaries; provided, however, that the aggregate amount of liability described in this clause (ii) in connection with any Company Sale shall not exceed the lesser of (I) such Stockholder’s pro rata portion of any such liability, consideration to be determined in accordance with received, all holders of such Stockholder’s portion of class or series will be given the total value for his, her or its Shares included in such Company Sale or (II) the proceeds to such Stockholder in connection with such Company Salesame option. (c) The provisions Each Stockholder will bear its or his pro-rata share (based upon the relative amount of this Section 2.4 shall only apply Shares sold) of the reasonable and customary costs of any sale of Shares pursuant to a Take-Along Transaction to the WP extent such costs are incurred for the benefit of all Stockholders in the event that either and are not otherwise paid by the Company Sale is an Approved Company Sale or the WP Stockholders otherwise consent to such Company Sale. (d) In the event the consideration to be paid in exchange for Common Stock Equivalents in a Company Sale proposed pursuant to this Section 2.4 includes an securities, and the receipt thereof acquiring party. Costs incurred by or on behalf of a Stockholder would require under applicable law (a) the registration for its or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (b) the provision to any Stockholder of any information regarding the Company, such securities or the issuer thereof, such Stockholder shall his sole benefit will not have the right to sell shares of Common Stock and Common Stock Equivalents in such proposed Company Sale. In such event, the Take Along Group shall have the right, but not the obligation, to cause to be paid to such Stockholder in lieu thereof, against surrender considered costs of the Common Stock Equivalents which would have otherwise been included in the Company Sale, an amount in cash equal to the Fair Market Value of such Common Stock Equivalents as of the date such securities would have been issued in exchange for such Common Stock Equivalentstransaction hereunder.

Take Along. (a) If at any time, any of the Stockholders constituting Members, individually or collectively owning more than fifty percent (50%) of the Common Stock Equivalents, individually or acting as a group then outstanding Interests measured by Percentage Interest (such Stockholders, as applicable, being referred to herein as the “Take "Take-Along Group”"), determine to sell or exchange (in a business combination or otherwise) elect to consummate, more than fifty percent (50%) of the then outstanding Interests also so measured in one or cause the Company to consummate, a Company Sale series of bona fide arms-length transactions to a Third Party which is not an Affiliate of any Stockholder included in (the Take Along Group"Proposed Transfer Percentage"), then upon twenty fifteen (2015) days’ Business Days written notice by the Take Along Group to each other StockholderMember, which notice shall set forth include reasonable details of the terms and conditions of such proposed Company Sale, sale or exchange including the name proposed time and place of the prospective transferee, the number of shares of Common Stock closing and Common Stock Equivalents proposed to be sold by the Take Along Group in the Company Sale, the consideration to be received by the Take Along Group and the proposed time and place of closing (such notice being referred to as the “"Sale Request”"), each other Stockholder Member (other than Marconi) (each, a “"Seller”), in the event the Company Sale is consummated, ") shall be obligated to consummateto, consent to and raise no objection to the proposed Company Sale shall sell, transfer and take all other actions reasonably necessary or desirable to consummate the proposed Company Sale on the terms proposed by the Take Along Group as set forth in the Sale Request. Without limiting the generality of the foregoingdeliver, (i) if the Company Sale is structured as a merger, consolidation or similar business transaction, each Seller will vote or cause to be voted all Shares that he holds or with respect sold, transferred and delivered, to which he has the power to direct the voting and which he is entitled to vote on such proposed Company Sale in favor of such proposed Company Sale and will waive all appraisal and dissenters rights and hereby grants a proxy in favor of the Take Along Group to vote the Seller’s Shares in accordance with this Section 2.4(a) and (ii) if the Company Sale is structured as a sale or redemption of Common Stock, each Seller will agree to sell his pro rata portion of Common Stock Equivalents (including his pro rata portion of Time Options, Rollover Options and Performance Options which would become Common Stock Equivalents by reason of the Company Sale) being sold in the Company Sale Third Party on the same terms and conditions as the Take Along Group. A Stockholder’s pro rata portion, for purposes that number of this Section 2.4(a), is Interests owned by such Seller as shall equal the product of (iA) a fraction, the numerator of which is the number Percentage Interests proposed to be transferred by the Take Along Group as of outstanding Common Stock Equivalents which the date of such Stockholder then owns Sale Request multiplied by the Proposed Transfer Percentage and the denominator of which is the total number aggregate Percentage Interests actually owned as of the date of such Common Stock Equivalents then actually outstanding and Sale Request by the Take Along Group, multiplied by (iiB) the total number Percentage Interest actually owned as of Common Stock Equivalents being sold in the Company Saledate of such Sale Request by such Seller. Each proxy granted above in this Section 2.4(a) is irrevocable, coupled with an interest and shall survive until the expiration of the provisions of this Section 2.4(a). If required, each Seller shall (i) deliver certificates (if any) for all of its Shares being Transferred pursuant to this Section 2.4(a) Interests at the closing of the proposed Transfer, free and clear of all claims, liens and encumbrances. The terms and conditions of any sale pursuant to this Section 2.4(a) shall be the same as set forth in the Sale Request; provided, however, that in the case of Performance Options, Time Options and Rollover Options, the holders of such securities shall have the opportunity to either (i) exercise such Performance Options, Time Options and Rollover Options (if such Performance Options, Time Options or Rollover Options are exercisable or would be exercisable upon consummation of the Company Sale) and participate in such sale as holders of Common Stock issuable upon such exercise, or (ii) upon the consummation of the sale, receive in exchange for such Performance Options, Time Options and Rollover Options the amount determined by multiplying (1) the same amount of consideration per share received by the Stockholders for which the Performance Option, Time Option or Rollover Option is exercisable less the exercise price or conversion price per share of such Performance Option, Time Option or Rollover Option by (2) the number of shares of Common Stock represented by such Performance Options, Time Options and Rollover Options. (b) Each Stockholder, whether in his capacity as a Seller, Stockholder, officer or director of the Company, or otherwise, shall take or cause to be taken all commercially reasonable actions in order expeditiously to consummate any Company Sale and any related transactions, including, without limitation, executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments as may be reasonably requested and otherwise cooperating with the Take Along Group and any prospective buyer; provided, however, that Stockholders shall be obligated to become liable in respect of any representations, warranties, covenants, indemnities or otherwise to the Third Party solely to the extent provided in the immediately following sentence. Without limiting the generality of the foregoing, each Stockholder agrees to execute and deliver such agreements as may be reasonably specified by the Take Along Group to which such Take Along Group will also be party, including, without limitation, agreements to (i) (1) make individual representations, warranties, covenants and other agreements as to the unencumbered title to its Shares and the power, authority and legal right to Transfer such Shares and the absence of any Adverse Claim with respect to such Shares and (2) be liable without limitation as to such representations, warranties, covenants (including without limitation, covenants not to compete, as appropriate) and other agreements encumbrances and (ii) be liable (whether by purchase price adjustment, indemnity payments or otherwise) in respect of representations, warranties, covenants and agreements in respect if Member approval of the Company and its subsidiaries; providedtransaction is required, however, that the aggregate amount of liability described vote his Interests in this clause (ii) in connection with any Company Sale shall not exceed the lesser of (I) such Stockholder’s pro rata portion of any such liability, to be determined in accordance with such Stockholder’s portion of the total value for his, her or its Shares included in such Company Sale or (II) the proceeds to such Stockholder in connection with such Company Sale. (c) favor thereof. The provisions of this Section 2.4 shall only not apply to the WP Stockholders in the event that either the Company Sale is an Approved Company Sale a Permitted Transfer or the WP Stockholders otherwise consent to such Company Salea Transfer pursuant to Section 2.3. (d) In the event the consideration to be paid in exchange for Common Stock Equivalents in a Company Sale proposed pursuant to this Section 2.4 includes an securities, and the receipt thereof by a Stockholder would require under applicable law (a) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (b) If a Sale Request shall be given which relates to the provision sale of fewer than all Interests then outstanding, each of BancBoston Investments Inc. and Northwestern may, by notice given to any Stockholder the Take-Along Group within seven (7) Business Days after receipt of any information regarding the CompanySale Request, such securities or the issuer thereof, such Stockholder shall not have the right elect to sell shares all of Common Stock and Common Stock Equivalents its Interests in such proposed Company Saleconnection with the transaction which is the subject of the Sale Request. In such event, the Take Along Group shall have the right, but not the obligation, to cause Interests to be paid to sold by all other Members in such Stockholder in lieu thereof, against surrender of the Common Stock Equivalents which would have otherwise been included in the Company Sale, an amount in cash equal to the Fair Market Value of such Common Stock Equivalents as of the date such securities would have been issued in exchange for such Common Stock Equivalentstransaction will be reduced proportionately.

Take Along. (a) If (i) at any time, any time JH Stockholders holding a majority of the Shares held by all JH Stockholders constituting more than fifty (50%) and Berkshire Stockholders holding a majority of the Common Stock EquivalentsShares held by all Berkshire Stockholders or (ii) at any time after the occurrence of a Trigger Event, individually or acting as Stockholders holding a group majority of all Shares (which majority includes Berkshire Stockholders holding a majority of the Shares held by all Berkshire Stockholders) (such Stockholders, as applicable, Stockholders being referred to herein as the “Take Along Group”) elect to consummate, or cause the Company to consummate, a Company Sale to a Third Party which is not an Affiliate of any Stockholder included in the Take Along GroupSale, then upon twenty ten (2010) days’ business days written notice by the Take Along Group to each other Stockholder, which notice shall set forth the terms and conditions of such proposed Company SaleSale or exchange, including the name of the prospective transferee, the number of shares of Common Stock and Common Stock Equivalents Shares proposed to be sold or exchanged by the Take Along Group, if any, in the Company Sale, the percentage of Shares held by the Take Along Group which are being sold in such Company Sale (the Company Sale“Take Along Percentage”), the consideration to be received by the Take Along Group and the proposed time and place of closing (such notice being referred to as the “Sale Request”), each other Stockholder (each, a “Seller”), in the event the Company Sale is consummated, shall be obligated to consummate, consent to and raise no objection to the proposed Company Sale and take all other actions reasonably necessary or desirable to consummate the proposed Company Sale on the terms proposed by the Take Along Group as set forth in the Sale Request. Without limiting the generality of the foregoing, (i) if the Company Sale is structured as a merger, consolidation or similar business transactionsale of assets, each Seller will vote or cause to be voted all Shares that he holds or with respect to which he has the power to direct the voting and which he is entitled to vote on such proposed Company Sale in favor of such proposed Company Sale and will waive all appraisal and dissenters rights and hereby grants a proxy in favor of the Take Along Group to vote the Seller’s Shares in accordance with this Section 2.4(a2.3(a) and (ii) if the Company Sale is structured as a sale or redemption of Common StockShares, each Seller will agree to sell his pro rata portion the Take Along Percentage of Common Stock Equivalents (including his pro rata portion of Time Options, Rollover Options and Performance Options which would become Common Stock Equivalents by reason of the Company Sale) being sold in the Company Sale its Shares on the same terms and conditions as the Take Along Group. A Stockholder’s pro rata portion, for purposes of this Section 2.4(a), is the product of (i) a fraction, the numerator of which is the number of outstanding Common Stock Equivalents which such Stockholder then owns and the denominator of which is the total number of such Common Stock Equivalents then actually outstanding and (ii) the total number of Common Stock Equivalents being sold in the Company Sale. Each proxy granted above in this Section 2.4(a) the foregoing sentence is irrevocable, coupled with an interest and shall survive until the expiration of the provisions of this Section 2.4(a2.3(a). If required, each Seller shall (i) deliver certificates for all of its Shares being Transferred pursuant to this Section 2.4(a2.3(a) at the closing of the proposed Transfer, free and clear of all claims, liens and encumbrances. The terms and conditions of any sale pursuant to this Section 2.4(a2.3(a) shall be the same as no less favorable than those set forth in the Sale RequestRequest and shall result in each holder receiving the same form and amount of consideration per share; provided, however, that in the case of Performance Options, Time Options and Rollover Options, the holders of such securities shall have the opportunity to either (i) exercise such Performance Options, Time Options and Rollover Options (if such Performance Options, Time Options or Rollover Options are exercisable or would be exercisable upon consummation of the Company Salethen exercisable) and participate in such sale as holders of Common Stock issuable upon such exercise, or (ii) upon the consummation of the sale, receive in exchange for such Performance Options, Time Options and Rollover Options the amount determined by multiplying (1) the same amount of consideration per share received by the Stockholders for which the Performance Option, Time Option or Rollover Option is then exercisable less the exercise price or conversion price per share of such Performance Option, Time Option or Rollover Option by (2) the number of shares of Common Stock of such class represented by such Performance Options, Time Options and Rollover OptionsOption. (b) Each Stockholder, whether in his capacity as a Seller, Stockholder, officer or director of the Company, or otherwise, shall take or cause to be taken all such commercially reasonable actions in order expeditiously to consummate any Company Sale and any related transactions, including, without limitation, executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments as may be reasonably requested and otherwise cooperating with the Take Along Group and any prospective buyer; provided, however, that Stockholders shall be obligated to become liable in respect of any representations, warranties, covenants, indemnities or otherwise to the Third Party solely to the extent provided in the immediately following sentence. Without limiting the generality of the foregoing, each Stockholder agrees to execute and deliver such agreements as may be reasonably specified by the Take Along Group to which such Take Along Group will also be party, including, without limitation, agreements to (i) (1) make individual representations, warranties, covenants and other agreements as to the unencumbered title to its Shares and the its power, authority and legal right to Transfer such Shares and the absence of any Adverse Claim with respect to such Shares and (2) be liable without limitation as to such representations, warranties, covenants (including without limitation, covenants not to compete, as appropriate) and other agreements and (ii) be liable (whether by purchase price adjustment, indemnity payments or otherwise) in respect of representations, warranties, covenants and agreements in respect of the Company and its subsidiaries; provided, however, that the aggregate amount of liability described in this clause (iib) in connection with any Company Sale shall not exceed the lesser of (Ii) such Stockholder’s pro rata portion of any such liability, to be determined in accordance with such Stockholder’s portion of the total value for his, her or its number of Shares included in such Company Sale or (IIii) the proceeds to such Stockholder in connection with such Company Sale. (c) The provisions of Take Along Group shall not be permitted to consummate a transaction under this Section 2.4 shall only apply 2.3 unless its members have delivered a Sale Request to the WP Stockholders in the event that either the Company Sale is an Approved Company Sale or the WP Stockholders otherwise consent to such Company Saleall other Stockholders. (d) In the event the consideration to be paid in exchange for Common Stock Equivalents in a Company Sale proposed pursuant to this Section 2.4 includes an securities, and the receipt thereof by a Stockholder would require under applicable law (a) the registration or qualification No member of such securities or of any person as a broker or dealer or agent with respect to such securities or (b) the provision to any Stockholder of any information regarding the Company, such securities or the issuer thereof, such Stockholder shall not have the right to sell shares of Common Stock and Common Stock Equivalents in such proposed Company Sale. In such event, the Take Along Group shall have be entitled to receive fees in connection with the right, but not the obligation, to cause to be paid to such Stockholder consummation of a transaction under this Section 2.3 in lieu thereof, against surrender excess of the Common Stock Equivalents which would have otherwise been included fees described in the Company Sale, an amount Management Agreements (as defined in cash equal to the Fair Market Value of such Common Stock Equivalents as of the date such securities would have been issued in exchange for such Common Stock EquivalentsMerger Agreement).

Take Along. (a) If at any time, any of the Stockholders constituting more than fifty (50%) of the Common Stock Equivalents, individually or acting as a group (such Stockholders, as applicable, being referred to herein as the “"Take Along Group”") elect to consummate, or cause the Company to consummate, a Company Sale to a Third Party which is not an Affiliate of any Stockholder included in the Take Along Group, then upon twenty (20) days’ ' written notice by the Take Along Group to each other Stockholder, which notice shall set forth the terms and conditions of such proposed Company Sale, including the name of the prospective transferee, the number of shares of Common Stock and Common Stock Equivalents proposed to be sold by the Take Along Group in the Company Sale, the consideration to be received by the Take Along Group and the proposed time and place of closing (such notice being referred to as the “"Sale Request”"), each other Stockholder (each, a “"Seller”"), in the event the Company Sale is consummated, shall be obligated to consummate, consent to and raise no objection to the proposed Company Sale and take all other actions reasonably necessary or desirable to consummate the proposed Company Sale on the terms proposed by the Take Along Group as set forth in the Sale Request. Without limiting the generality of the foregoing, (i) if the Company Sale is structured as a merger, consolidation or similar business transaction, each Seller will vote or cause to be voted all Shares that he holds or with respect to which he has the power to direct the voting and which he is entitled to vote on such proposed Company Sale in favor of such proposed Company Sale and will waive all appraisal and dissenters rights and hereby grants a proxy in favor of the Take Along Group to vote the Seller’s 's Shares in accordance with this Section 2.4(a2.3(a) and (ii) if the Company Sale is structured as a sale or redemption of Common Stock, each Seller will agree to sell his pro rata PRO RATA portion of Common Stock Equivalents (including his pro rata portion of Time Options, Rollover Options and Performance Options which would become Common Stock Equivalents by reason of the Company Sale) being sold in the Company Sale on the same terms and conditions as the Take Along Group. A Stockholder’s pro rata 's PRO RATA portion, for purposes of this Section 2.4(a2.3(a), is the product of (i) a fraction, the numerator of which is the number of outstanding Common Stock Equivalents which such Stockholder then owns and the denominator of which is the total number of such Common Stock Equivalents then actually outstanding and (ii) the total number of Common Stock Equivalents being sold in the Company Sale. Each proxy granted above in this Section 2.4(a2.3(a) is irrevocable, coupled with an interest and shall survive until the expiration of the provisions of this Section 2.4(a2.3(a). If required, each Seller shall (i) deliver certificates for all of its Shares being Transferred pursuant to this Section 2.4(a2.3(a) at the closing of the proposed Transfer, free and clear of all claims, liens and encumbrances. The terms and conditions of any sale pursuant to this Section 2.4(a2.3(a) shall be the same as set forth in the Sale Request; providedPROVIDED, howeverHOWEVER, that in the case of Performance Options, Time Options and Rollover Options, the holders of such securities shall have the opportunity to either (i) exercise such Performance Options, Time Options and Rollover Options (if such Performance Options, Time Options or Rollover Options are exercisable or would be exercisable upon consummation of the Company Sale) and participate in such sale as holders of Common Stock issuable upon such exercise, or (ii) upon the consummation of the sale, receive in exchange for such Performance Options, Time Options and Rollover Options the amount determined by multiplying (1) the same amount of consideration per share received by the Stockholders for which the Performance Option, Time Option or Rollover Time Option is exercisable less the exercise price or conversion price per share of such Performance Option, Time Option or Rollover Time Option by (2) the number of shares of Common Stock represented by such Performance Options, Time Options and Rollover Options. (b) Each Stockholder, whether in his capacity as a Seller, Stockholder, officer or director of the Company, or otherwise, shall take or cause to be taken all commercially reasonable actions in order expeditiously to consummate any Company Sale and any related transactions, including, without limitation, executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments as may be reasonably requested and otherwise cooperating with the Take Along Group and any prospective buyer; providedPROVIDED, howeverHOWEVER, that Stockholders shall be obligated to become liable in respect of any representations, warranties, covenants, indemnities or otherwise to the Third Party solely to the extent provided in the immediately following sentence. Without limiting the generality of the foregoing, each Stockholder agrees to execute and deliver such agreements as may be reasonably specified by the Take Along Group to which such Take Along Group will also be party, including, without limitation, agreements to (i) (1) make individual representations, warranties, covenants and other agreements as to the unencumbered title to its Shares and the power, authority and legal right to Transfer such Shares and the absence of any Adverse Claim with respect to such Shares and (2) be liable without limitation as to such representations, warranties, covenants (including without limitation, covenants not to compete, as appropriate) and other agreements and (ii) be liable (whether by purchase price adjustment, indemnity payments or otherwise) in respect of representations, warranties, covenants and agreements in respect of the Company and its subsidiaries; providedPROVIDED, howeverHOWEVER, that the aggregate amount of liability described in this clause (ii) in connection with any Company Sale shall not exceed the lesser of (I) such Stockholder’s 's pro rata portion of any such liability, to be determined in accordance with such Stockholder’s 's portion of the total value for his, her or its Shares included in such Company Sale or (II) the proceeds to such Stockholder in connection with such Company Sale. (c) The provisions of this Section 2.4 shall only apply to the WP Stockholders in the event that either the Company Sale is an Approved Company Sale or the WP Stockholders otherwise consent to such Company Sale. (d) In the event the consideration to be paid in exchange for Common Stock Equivalents in a Company Sale proposed pursuant to this Section 2.4 includes an securities, and the receipt thereof by a Stockholder would require under applicable law (a) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (b) the provision to any Stockholder of any information regarding the Company, such securities or the issuer thereof, such Stockholder shall not have the right to sell shares of Common Stock and Common Stock Equivalents in such proposed Company Sale. In such event, the Take Along Group shall have the right, but not the obligation, to cause to be paid to such Stockholder in lieu thereof, against surrender of the Common Stock Equivalents which would have otherwise been included in the Company Sale, an amount in cash equal to the Fair Market Value of such Common Stock Equivalents as of the date such securities would have been issued in exchange for such Common Stock Equivalents.

Take Along. (a) If at any timeIf, any prior to a Qualified Public Offering, the Major Holder elects to sell all of its shares of Common Stock to a third party or causes the Corporation to enter into a merger agreement for a merger that will result in the Stockholders immediately prior to such merger owning less than 50% of the Stockholders constituting more than fifty (50%) outstanding common stock of the surviving entity immediately following such merger, in each case in a bona fide, arm's length transaction, the Minority Holders will be required, upon written notice from the Major Holder, to (i) sell all of their shares of Common Stock Equivalentspursuant to such proposed sale, individually or acting as a group (such Stockholders, as applicable, being referred to herein as the “Take Along Group”ii) elect to consummate, or cause the Company to consummate, a Company Sale to a Third Party which is not an Affiliate vote in favor of any Stockholder included in the Take Along Group, then upon twenty (20) days’ written notice such transaction proposed by the Take Along Group Major Holders, and (iii) agree to each other Stockholder, which notice shall set forth become a party to any proposed agreement for the terms and conditions sale of such proposed Company Sale, including the name of the prospective transferee, the number of shares of Common Stock and Common Stock Equivalents proposed to execute any agreement, certificate or other documents required to be sold executed in connection with such sale, including making such representations and warranties as, but not more extensive than, those made by the Take Along Group in Major Holder and providing indemnities proportionate (based on the Company Sale, the consideration percentage of proceeds to be received received) to those provided by the Take Along Group and Major Holder. The sale by the proposed time and place of closing (such notice being referred other Stockholders pursuant to as the “Sale Request”), each other Stockholder (each, a “Seller”), in the event the Company Sale is consummated, this Section 4 shall be obligated to consummate, consent to made at the price per share and raise no objection to the proposed Company Sale and take all other actions reasonably necessary or desirable to consummate the proposed Company Sale on the terms proposed by the Take Along Group as set forth in the Sale Request. Without limiting the generality of the foregoing, (i) if the Company Sale is structured as a merger, consolidation or similar business transaction, each Seller will vote or cause to be voted all Shares that he holds or with respect to which he has the power to direct the voting and which he is entitled to vote on such proposed Company Sale in favor of such proposed Company Sale and will waive all appraisal and dissenters rights and hereby grants a proxy in favor of the Take Along Group to vote the Seller’s Shares in accordance with this Section 2.4(a) and (ii) if the Company Sale is structured as a sale or redemption of Common Stock, each Seller will agree to sell his pro rata portion of Common Stock Equivalents (including his pro rata portion of Time Options, Rollover Options and Performance Options which would become Common Stock Equivalents by reason of the Company Sale) being sold in the Company Sale on the same other terms and conditions as the Take Along Groupsale by the Major Holder, including any consulting or other fees payable to the Major Holder to the extent such fees exceed the fair market value of the services to be provided. A Stockholder’s pro rata portion, for purposes of this Section 2.4(a), is Each Minority Holder hereby appoints the product of (i) a fraction, Corporation attorney-in-fact to execute and deliver any such proposed agreement and related certificates and documents and to endorse and deliver to the numerator of which is the number of outstanding Common Stock Equivalents which purchaser each such Stockholder then owns and the denominator of which is the total number of such Common Stock Equivalents then actually outstanding and (ii) the total number Minority Holder's shares of Common Stock Equivalents being sold in the Company SaleStock. Each proxy granted above in this Section 2.4(a) is irrevocable, coupled If any Stockholder fails to comply with an interest and shall survive until the expiration of the provisions of this Section 2.4(a). If required4, each Seller the Major Holder shall be entitled to treat such failure as breach of this Agreement for which the Major Holder shall be entitled to specific performance and/or damages. (ib) deliver certificates for all of its Shares being Transferred pursuant Notwithstanding anything herein to this Section 2.4(a) at the closing of contrary, if the proposed Transfer, free and clear of all claims, liens and encumbrances. The terms and conditions of any sale pursuant to this consideration for a transaction described in Section 2.4(a4(a) shall be the same as set forth in the Sale Request; provided, however, that in the case of Performance Options, Time Options and Rollover Options, the holders of such securities shall have the opportunity to is either (i) exercise such Performance Options, Time Options and Rollover Options (if such Performance Options, Time Options or Rollover Options are exercisable or would be exercisable upon consummation Equity Securities of the Company Sale) and participate in such sale as holders of an entity not having its Common Stock issuable upon such exerciselisted or admitted to trading on any national securities exchange or quoted on any NASDAQ market, or (ii) upon the consummation Equity Securities of the sale, receive in exchange for such Performance Options, Time Options and Rollover Options the amount determined by multiplying (1) the same amount of consideration per share received by the Stockholders for which the Performance Option, Time Option or Rollover Option is exercisable less the exercise price or conversion price per share of such Performance Option, Time Option or Rollover Option by (2) the number of shares of an entity having its Common Stock represented by listed or admitted to trading on any national securities exchange or quoted on any NASDAQ market, but such Performance Options, Time Options and Rollover Options. (b) Each Stockholder, whether in his capacity as a Seller, Stockholder, officer or director of the Company, or otherwise, shall take or cause Equity Securities to be taken all commercially reasonable actions in order expeditiously to consummate any Company Sale and any related transactions, including, without limitation, executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments as may be reasonably requested and otherwise cooperating with the Take Along Group and any prospective buyer; provided, however, that Stockholders shall be obligated to become liable in respect of any representations, warranties, covenants, indemnities or otherwise to the Third Party solely to the extent provided issued in the immediately following sentence. Without limiting the generality transaction will be subject to lock-up restrictions for a period in excess of the foregoing180 days, then, in either such event, each Stockholder agrees to execute and deliver such agreements as may be reasonably specified by Minority Holder shall have the Take Along Group to which such Take Along Group will also be party, including, without limitation, agreements to (i) (1) make individual representations, warranties, covenants and other agreements as to the unencumbered title to its Shares and the power, authority and legal right to Transfer such Shares and the absence of any Adverse Claim with respect to such Shares and (2) be liable without limitation as to such representations, warranties, covenants (including without limitation, covenants not to compete, as appropriate) and other agreements and (ii) be liable (whether by purchase price adjustment, indemnity payments or otherwise) in respect of representations, warranties, covenants and agreements in respect of the Company and its subsidiaries; provided, however, that the aggregate amount of liability described in this clause (ii) in connection with any Company Sale shall not exceed the lesser of (I) such Stockholder’s pro rata portion of any such liabilityoption, to be determined in accordance with such Stockholder’s portion exercised within thirty (30) days of the total value for hisdate of notice of the transaction, her or its Shares included in to require the Corporation to purchase, all, but not less than all of each such Company Sale or (II) the proceeds to such Stockholder in connection with such Company Sale. (c) The provisions of this Section 2.4 shall only apply to the WP Stockholders in the event that either the Company Sale is an Approved Company Sale or the WP Stockholders otherwise consent to such Company Sale. (d) In the event the consideration to be paid in exchange for Common Stock Equivalents in a Company Sale proposed pursuant to this Section 2.4 includes an securities, and the receipt thereof by a Stockholder would require under applicable law (a) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (b) the provision to any Stockholder of any information regarding the Company, such securities or the issuer thereof, such Stockholder shall not have the right to sell Minority Holder's shares of Common Stock and Common Stock Equivalents Options in such proposed Company Sale. In such event, accordance with the Take Along Group shall have the right, but not the obligation, to cause to be paid to such Stockholder procedures set forth in lieu thereof, against surrender of the Common Stock Equivalents which would have otherwise been included in the Company Sale, an amount in cash equal to the Fair Market Value of such Common Stock Equivalents as of the date such securities would have been issued in exchange for such Common Stock EquivalentsSection 7.

Take Along. (a) If at any time, any After satisfying the requirements of Section 3 a Management Stockholder (the Stockholders constituting more "Disposing Management Stockholder") may sell or transfer Management Securities in a transaction other than fifty a Qualified Public Offering only to a transferee who purchases such Management Securities as part of a transaction in which a pro rata portion (50%as hereinafter defined) of the aggregate number of Securities being purchased by such transferee is being purchased from each Holder of Series A Preferred Securities who chooses to participate in such transaction. For purposes of the preceding sentence, "pro rata portion" means, with respect to any Holder of Series A Preferred Securities, the proportion equal to (a) the number of Common Stock Equivalents, individually Shares held (or acting as deemed held) by such Holder of Series A Preferred Securities divided by (b) the sum of (1) the number of Common Shares held (or deemed held) by all Holders of Series A Preferred Securities who choose to participate in such transaction and (2) the number of Common Shares held (or deemed held) by the Disposing Management Stockholder. Before a group (such Stockholders, as applicable, being referred to herein as Disposing Management Stockholder accepts any offer for the “Take Along Group”) elect to consummate, or cause the Company to consummate, a Company Sale to a Third Party which is not an Affiliate sale of any Management Securities for which this Section is to apply, such Disposing Management Stockholder included shall give written notice (the "Take-along Notice") to the Corporation (which shall, within five (5) days of the date of receipt of such notice (the "Take-along Notice Date"), send or deliver a copy of the Take-along Notice to each Holder of Series A Preferred Securities), stating the material terms of the offer. If a Holder of Series A Preferred Securities wishes to participate in such sale, such Holder of Series A Preferred Securities will give the Take Along Group, then upon Corporation and the Disposing Management Stockholder notice to such effect within twenty (20) days’ written notice days of the Take-along Notice Date. For example, assuming (for the purpose of this example only) (i) a Management Stockholder who holds (or is deemed to hold) 60 Common Shares wishes to dispose of 30 of such Common Shares, (ii) Platinum holds 40 of the 100 Common Shares held (or deemed held) by the Take Along Group to each Holders of participating Series A Preferred Securities, (iii) the other Stockholder, which notice shall set forth the terms and conditions participating Holders of Series A Preferred Securities hold 60 of such proposed Company Sale100 Common Shares, including (iv), then Platinum would be entitled to sell 7.5 Common Shares hereunder, the name participating Holders of Series A Preferred Securities would be entitled to sell 11.25 Common Shares hereunder, and the Management Stockholder would be entitled to sell 11.25 Common Shares hereunder. (b) In connection with any sale under this Section 4 in which Holders of Series A Preferred Securities elect to participate, the total consideration for any such transaction shall be allocated among the shares being sold by the Disposing Management Stockholder and the Series A Preferred Shares being sold such that an amount equal to the Liquidation Value of the prospective transferee, Series A Preferred Shares (as defined in the Corporation's Certificate of Incorporation as in effect on the date hereof) being sold shall first be paid with respect to such Series A Preferred Shares and any remaining consideration shall be paid ratably for the Management Securities being sold and the number of shares of Common Stock and Common Stock Equivalents proposed to be sold by into which the Take Along Group in the Company Sale, the consideration to be received by the Take Along Group and the proposed time and place of closing (such notice being referred to as the “Sale Request”), each other Stockholder (each, a “Seller”), in the event the Company Sale is consummated, shall be obligated to consummate, consent to and raise no objection to the proposed Company Sale and take all other actions reasonably necessary or desirable to consummate the proposed Company Sale on the terms proposed by the Take Along Group as set forth in the Sale Request. Without limiting the generality of the foregoing, (i) if the Company Sale is structured as a merger, consolidation or similar business transaction, each Seller will vote or cause to be voted all Series A Preferred Shares that he holds or with respect to which he has the power to direct the voting and which he is entitled to vote on such proposed Company Sale in favor of such proposed Company Sale and will waive all appraisal and dissenters rights and hereby grants a proxy in favor of the Take Along Group to vote the Seller’s Shares in accordance with this Section 2.4(a) and (ii) if the Company Sale is structured as a sale or redemption of Common Stock, each Seller will agree to sell his pro rata portion of Common Stock Equivalents (including his pro rata portion of Time Options, Rollover Options and Performance Options which would become Common Stock Equivalents by reason of the Company Sale) being sold in the Company Sale on the same terms and conditions as the Take Along Group. A Stockholder’s pro rata portion, for purposes of this Section 2.4(a), is the product of (i) a fraction, the numerator of which is the number of outstanding Common Stock Equivalents which such Stockholder are then owns and the denominator of which is the total number of such Common Stock Equivalents then actually outstanding and (ii) the total number of Common Stock Equivalents being sold in the Company Sale. Each proxy granted above in this Section 2.4(a) is irrevocable, coupled with an interest and shall survive until the expiration of the provisions of this Section 2.4(a). If required, each Seller shall (i) deliver certificates for all of its Shares being Transferred pursuant to this Section 2.4(a) at the closing of the proposed Transfer, free and clear of all claims, liens and encumbrances. The terms and conditions of any sale pursuant to this Section 2.4(a) shall be the same as set forth in the Sale Request; provided, however, that in the case of Performance Options, Time Options and Rollover Options, the holders of such securities shall have the opportunity to either (i) exercise such Performance Options, Time Options and Rollover Options (if such Performance Options, Time Options or Rollover Options are exercisable or would be exercisable upon consummation of the Company Sale) and participate in such sale as holders of Common Stock issuable upon such exercise, or (ii) upon the consummation of the sale, receive in exchange for such Performance Options, Time Options and Rollover Options the amount determined by multiplying (1) the same amount of consideration per share received by the Stockholders for which the Performance Option, Time Option or Rollover Option is exercisable less the exercise price or conversion price per share of such Performance Option, Time Option or Rollover Option by (2) the number of shares of Common Stock represented by such Performance Options, Time Options and Rollover Optionsconvertible. (b) Each Stockholder, whether in his capacity as a Seller, Stockholder, officer or director of the Company, or otherwise, shall take or cause to be taken all commercially reasonable actions in order expeditiously to consummate any Company Sale and any related transactions, including, without limitation, executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments as may be reasonably requested and otherwise cooperating with the Take Along Group and any prospective buyer; provided, however, that Stockholders shall be obligated to become liable in respect of any representations, warranties, covenants, indemnities or otherwise to the Third Party solely to the extent provided in the immediately following sentence. Without limiting the generality of the foregoing, each Stockholder agrees to execute and deliver such agreements as may be reasonably specified by the Take Along Group to which such Take Along Group will also be party, including, without limitation, agreements to (i) (1) make individual representations, warranties, covenants and other agreements as to the unencumbered title to its Shares and the power, authority and legal right to Transfer such Shares and the absence of any Adverse Claim with respect to such Shares and (2) be liable without limitation as to such representations, warranties, covenants (including without limitation, covenants not to compete, as appropriate) and other agreements and (ii) be liable (whether by purchase price adjustment, indemnity payments or otherwise) in respect of representations, warranties, covenants and agreements in respect of the Company and its subsidiaries; provided, however, that the aggregate amount of liability described in this clause (ii) in connection with any Company Sale shall not exceed the lesser of (I) such Stockholder’s pro rata portion of any such liability, to be determined in accordance with such Stockholder’s portion of the total value for his, her or its Shares included in such Company Sale or (II) the proceeds to such Stockholder in connection with such Company Sale. (c) The provisions of this Section 2.4 shall only apply to the WP Stockholders in the event that either the Company Sale is an Approved Company Sale or the WP Stockholders otherwise consent to such Company Sale. (d) In the event the consideration to be paid in exchange for Common Stock Equivalents in a Company Sale proposed pursuant to this Section 2.4 includes an securities, and the receipt thereof by a Stockholder would require under applicable law (a) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (b) the provision to any Stockholder of any information regarding the Company, such securities or the issuer thereof, such Stockholder shall not have the right to sell shares of Common Stock and Common Stock Equivalents in such proposed Company Sale. In such event, the Take Along Group shall have the right, but not the obligation, to cause to be paid to such Stockholder in lieu thereof, against surrender of the Common Stock Equivalents which would have otherwise been included in the Company Sale, an amount in cash equal to the Fair Market Value of such Common Stock Equivalents as of the date such securities would have been issued in exchange for such Common Stock Equivalents.

Take Along. (a) If at any time, any a JWC Group Stockholder or group of the JWC Group Stockholders constituting holding more than fifty one-third (50%1/3) of the Common Stock Equivalents, individually or acting as a group then outstanding Shares (such Stockholders, as applicable, being referred to herein as the “"Take Along Group”") elect determine to consummatesell or exchange (in a business combination or otherwise), in one or cause the Company to consummate, a Company Sale series of bona fide arms-length transactions to a Third Party which who is not an Affiliate of any Stockholder included in the Take Along Group, then 50% or more of the aggregate number of Shares owned by the JWC Group Stock- holders on the date of the closing under the Purchase Agreement (as equitably adjusted to account for stock dividends, stock splits, reverse stock splits or other similar reclassifications), then, upon twenty fifteen (2015) days’ days written notice by the Take Along Group to each other Stockholder, which notice shall set forth include reasonable details of the terms and conditions of such proposed Company Sale, sale or exchange including the name proposed time and place of the prospective transferee, the number of shares of Common Stock closing and Common Stock Equivalents proposed to be sold by the Take Along Group in the Company Sale, the consideration to be received by the Take Along Group and the proposed time and place of closing (such notice being referred to as the “"Sale Request”"), each other Stockholder (each, a “"Seller”), in the event the Company Sale is consummated, ") shall be obligated to consummateto, consent to and raise no objection to the proposed Company Sale shall sell, transfer and take all other actions reasonably necessary or desirable to consummate the proposed Company Sale on the terms proposed by the Take Along Group as set forth in the Sale Request. Without limiting the generality of the foregoingdeliver, (i) if the Company Sale is structured as a merger, consolidation or similar business transaction, each Seller will vote or cause to be voted all Shares that he holds or with respect sold, transferred and delivered, to which he has the power to direct the voting and which he is entitled to vote such Third Party on such proposed Company Sale in favor of such proposed Company Sale and will waive all appraisal and dissenters rights and hereby grants a proxy in favor of the Take Along Group to vote the Seller’s Shares in accordance with this Section 2.4(a) and (ii) if the Company Sale is structured as a sale or redemption of Common Stock, each Seller will agree to sell his pro rata portion of Common Stock Equivalents (including his pro rata portion of Time Options, Rollover Options and Performance Options which would become Common Stock Equivalents by reason of the Company Sale) being sold in the Company Sale on substantially the same terms and conditions as the Take Along Group. A Stockholder’s pro rata portion, for purposes that number of this Section 2.4(a), is Shares owned by such Seller as shall equal the product of (i) a fraction, the numerator of which is the number of outstanding Common Stock Equivalents which Shares proposed to be transferred by the Take Along Group as of the date of such Stockholder then owns Sale Request and the denominator of which is the total aggregate number of Shares actually owned as of the date of such Common Stock Equivalents then actually outstanding and Sale Request by the Take Along Group, multiplied by (ii) the total number of Shares actually owned as of the date of such Sale Request by such Seller; provided that if the Take Along Group is selling or exchanging Preferred Stock and if the financial condition and prospects of the Company are such that, in the good faith determination of such Third Party, the liquidation preference of the Preferred Stock has value to such Third Party, the consideration to the Sellers for their Common Stock Equivalents being sold in may be adjusted to take into account the Company Salevalue of the liquidation preference. Each proxy granted above in this Section 2.4(a) is irrevocable, coupled with an interest and shall survive until the expiration of the provisions of this Section 2.4(a). If required, each Seller shall (i) deliver certificates for all of its Shares being Transferred pursuant to this Section 2.4(a) at the closing of the proposed Transfer, free and clear of all claims, liens and encumbrances. The terms encumbrances and conditions of any sale pursuant to this Section 2.4(a) shall be the same as set forth in the Sale Request; provided, however, that in the case of Performance Options, Time Options and Rollover Options, the holders of such securities shall have the opportunity to either (i) exercise such Performance Options, Time Options and Rollover Options (if such Performance Options, Time Options or Rollover Options are exercisable or would be exercisable upon consummation of the Company Sale) and participate in such sale as holders of Common Stock issuable upon such exercise, or (ii) upon the consummation if stockholder approval of the saletransaction is required, receive vote its Shares in exchange for such Performance Options, Time Options and Rollover Options the amount determined by multiplying (1) the same amount of consideration per share received by the Stockholders for which the Performance Option, Time Option or Rollover Option is exercisable less the exercise price or conversion price per share of such Performance Option, Time Option or Rollover Option by (2) the number of shares of Common Stock represented by such Performance Options, Time Options and Rollover Optionsfavor thereof. (b) Each Stockholder, whether in his capacity as a Seller, Stockholder, officer or director of the Company, or otherwise, shall take or cause to be taken all commercially reasonable actions in order expeditiously to consummate any Company Sale and any related transactions, including, without limitation, executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments as may be reasonably requested and otherwise cooperating with the Take Along Group and any prospective buyer; provided, however, that Stockholders shall be obligated to become liable in respect of any representations, warranties, covenants, indemnities or otherwise to the Third Party solely to the extent provided in the immediately following sentence. Without limiting the generality of the foregoing, each Stockholder agrees to execute and deliver such agreements as may be reasonably specified by the Take Along Group to which such Take Along Group will also be party, including, without limitation, agreements to (i) (1) make individual representations, warranties, covenants and other agreements as to the unencumbered title to its Shares and the power, authority and legal right to Transfer such Shares and the absence of any Adverse Claim with respect to such Shares and (2) be liable without limitation as to such representations, warranties, covenants (including without limitation, covenants not to compete, as appropriate) and other agreements and (ii) be liable (whether by purchase price adjustment, indemnity payments or otherwise) in respect of representations, warranties, covenants and agreements in respect of the Company and its subsidiaries; provided, however, that the aggregate amount of liability described in this clause (ii) in connection with any Company Sale shall not exceed the lesser of (I) such Stockholder’s pro rata portion of any such liability, to be determined in accordance with such Stockholder’s portion of the total value for his, her or its Shares included in such Company Sale or (II) the proceeds to such Stockholder in connection with such Company Sale. (c) The provisions of this Section 2.4 shall only not apply to the WP Stockholders in the event that either the Company Sale is an Approved Company Sale or the WP Stockholders otherwise consent to such Company Sale. (di) In the event the consideration to be paid in exchange for Common Stock Equivalents in a Company Sale proposed any Transfer pursuant to this Section 2.4 includes an securities, and the receipt thereof by or following a Stockholder would require under applicable law (a) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities Public Offering or (bii) the provision to any Stockholder of any information regarding the Company, such securities or the issuer thereof, such Stockholder shall not have the right to sell shares of Common Stock and Common Stock Equivalents in such proposed Company Sale. In such event, the Take Along Group shall have the right, but not the obligation, to cause to be paid to such Stockholder in lieu thereof, against surrender of the Common Stock Equivalents which would have otherwise been included in the Company Sale, an amount in cash equal to the Fair Market Value of such Common Stock Equivalents as of the date such securities would have been issued in exchange for such Common Stock Equivalentsa Permitted Transfer.

Take Along. (a) If at any time, any Except for “Permitted Transferees” under certain of the Stockholders constituting more than fifty (50%) Restricted Stock Agreements, no Stockholder shall transfer Stockholder Shares in excess of the Common Stock Equivalentsgreater of (i) five percent of such selling Stockholder’s Shares or (ii) one percent of the aggregate outstanding Stockholder Shares, individually in a single transaction or acting as a group related series of transactions, to any Person (in such Stockholderscapacity, as applicable, being referred to herein as the “Take Along Group”Purchaser”) elect to consummate, or cause the Company to consummate, a Company Sale to a Third Party which is not an Affiliate of any Stockholder included in the Take Along Group, then upon twenty (20) days’ written notice by the Take Along Group to each other Stockholder, which notice shall set forth unless the terms and conditions of such proposed Company Salesale, including transfer or other disposition (the name “Disposition”) to such Purchaser shall contain an offer to each of the prospective transfereeother Stockholders, the to include in such Disposition such number of shares of Common Stock such Stockholder Shares as is determined in accordance with Section 5(b) below. At least 45 days prior to effecting any Disposition, such selling Stockholder (the “Selling Stockholder”) shall promptly cause the terms and Common Stock Equivalents proposed conditions of the Disposition to be sold reduced to a reasonably detailed writing (which writing shall identify the Purchaser and shall include the offer to the other Stockholders to purchase or otherwise acquire their Securities according to the terms and subject to the conditions of this Section 5), and shall deliver, or cause the Purchaser to deliver, written notice (the “Notice”) of such terms of such Disposition to each other Stockholder. The Notice shall be accompanied by a true and correct copy of the Take Along Group agreement, if any, embodying the terms and conditions of the proposed Disposition or such written summary thereof if there is no agreement. At any time after receipt of the Notice (but in no event later than 10 Business Days after receipt), any Stockholder may accept the offer included in the Company SaleNotice for up to such number of its shares of Stockholder Shares as determined in accordance with the provisions of Section 5(b) below, by furnishing irrevocable written notice of such acceptance (the “Acceptance”) to the Selling Stockholder and to the Purchaser. (b) In the event that any Stockholder elects to accept the offer included in the Notice described in Section 5(a) above, such Stockholder (the “Included Stockholder”) shall have the right to sell, transfer or otherwise dispose of such number of its shares of Stockholder Shares pursuant to, and upon consummation of, the consideration to be received by the Take Along Group and the proposed time and place of closing (such notice being referred to as the “Sale Request”), each other Stockholder (each, a “Seller”), in the event the Company Sale Disposition which is consummated, shall be obligated to consummate, consent to and raise no objection equal to the proposed Company Sale and take all other actions reasonably necessary or desirable to consummate the proposed Company Sale on the terms proposed by the Take Along Group as set forth in the Sale Request. Without limiting the generality of the foregoing, product of: (i) if the Company Sale is structured as a merger, consolidation or similar business transaction, each Seller will vote or cause to be voted all total number of Shares that he holds or with respect to which he has owned by the power to direct the voting and which he is entitled to vote on such proposed Company Sale in favor of such proposed Company Sale and will waive all appraisal and dissenters rights and hereby grants a proxy in favor of the Take Along Group to vote the Seller’s Shares in accordance with this Section 2.4(a) Included Stockholder; and (ii) if the Company Sale is structured as a sale or redemption of Common Stock, each Seller will agree to sell his pro rata portion of Common Stock Equivalents (including his pro rata portion of Time Options, Rollover Options and Performance Options which would become Common Stock Equivalents by reason of the Company Sale) being sold in the Company Sale on the same terms and conditions as the Take Along Group. A Stockholder’s pro rata portion, for purposes of this Section 2.4(a), is the product of (i) a fraction, the numerator of which is shall equal 50% of the total number of outstanding Common Stock Equivalents which such Stockholder then owns Shares to be sold to the Purchaser, and the denominator of which is shall equal the total number of such Common Stock Equivalents then actually outstanding Shares owned by all Stockholders. If the Purchaser is not willing to purchase all Shares proposed to be sold in the Disposition by the Selling Stockholder and (ii) all Included Stockholders, the total Selling Stockholder shall reduce, to the extent necessary, the number of number of Common Stock Equivalents being Shares the Selling Stockholder otherwise would have sold in the Company Sale. Each proxy granted above Disposition so as to permit Included Stockholders to sell the number of Shares they are entitled to sell in this Section 2.4(a) is irrevocable, coupled with an interest and shall survive until the expiration of the provisions of this Section 2.4(a). If required, each Seller shall (i) deliver certificates for all of its Shares being Transferred such Disposition pursuant to this Section 2.4(a) at the closing of the proposed Transfer, free and clear of all claims, liens and encumbrances. The terms and conditions of any sale pursuant to this Section 2.4(a) shall be the same as set forth in the Sale Request; provided, however, that in the case of Performance Options, Time Options and Rollover Options, the holders of such securities shall have the opportunity to either (i) exercise such Performance Options, Time Options and Rollover Options (if such Performance Options, Time Options or Rollover Options are exercisable or would be exercisable upon consummation of the Company Sale) and participate in such sale as holders of Common Stock issuable upon such exercise, or (ii) upon the consummation of the sale, receive in exchange for such Performance Options, Time Options and Rollover Options the amount determined by multiplying (1) the same amount of consideration per share received by the Stockholders for which the Performance Option, Time Option or Rollover Option is exercisable less the exercise price or conversion price per share of such Performance Option, Time Option or Rollover Option by (2) the number of shares of Common Stock represented by such Performance Options, Time Options and Rollover Options. (b) Each Stockholder, whether in his capacity as a Seller, Stockholder, officer or director of the Company, or otherwise, shall take or cause to be taken all commercially reasonable actions in order expeditiously to consummate any Company Sale and any related transactions, including, without limitation, executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments as may be reasonably requested and otherwise cooperating with the Take Along Group and any prospective buyer; provided, however, that Stockholders shall be obligated to become liable in respect of any representations, warranties, covenants, indemnities or otherwise to the Third Party solely to the extent provided in the immediately following sentence. Without limiting the generality of the foregoing, each Stockholder agrees to execute and deliver such agreements as may be reasonably specified by the Take Along Group to which such Take Along Group will also be party, including, without limitation, agreements to (i) (1) make individual representations, warranties, covenants and other agreements as to the unencumbered title to its Shares and the power, authority and legal right to Transfer such Shares and the absence of any Adverse Claim with respect to such Shares and (2) be liable without limitation as to such representations, warranties, covenants (including without limitation, covenants not to compete, as appropriate) and other agreements and (ii) be liable (whether by purchase price adjustment, indemnity payments or otherwise) in respect of representations, warranties, covenants and agreements in respect of the Company and its subsidiaries; provided, however, that the aggregate amount of liability described in this clause (ii) in connection with any Company Sale shall not exceed the lesser of (I) such Stockholder’s pro rata portion of any such liability, to be determined in accordance with such Stockholder’s portion of the total value for his, her or its Shares included in such Company Sale or (II) the proceeds to such Stockholder in connection with such Company Sale5(b). (c) The provisions purchase of Shares pursuant to this Section 2.4 5 shall only apply be made on the same terms (including, without limitation, the per share consideration and method of payment, and the date of sale, transfer or other disposition), and subject to the WP Stockholders same conditions, if any, as are provided to the Selling Stockholder and stated in the event that either the Company Sale is an Approved Company Sale or the WP Stockholders otherwise consent to such Company SaleNotice. (d) In Upon the event consummation of the consideration disposition of Shares to the Purchaser pursuant to the Disposition, the Selling Stockholder shall: (i) cause the Purchaser to remit directly to each Included Stockholder the sales price of its Securities disposed of pursuant thereto; and (ii) furnish such other evidence of the completion and time of completion of such disposition and the terms thereof as may be paid in exchange for Common Stock Equivalents in reasonably be requested by such Included Stockholder. (e) If a Company Sale proposed Stockholder does not timely deliver the Acceptance to the Selling Stockholder and the Purchaser, it shall be deemed to have waived any and all rights pursuant to this Section 2.4 includes an securities5 and with respect to the disposition of its Shares described in the Notice, and the Selling Stockholder and Included Stockholder(s) shall have 45 days (calculated from the first day next succeeding the expiration of the 10 Business Days acceptance period described above), in which to dispose of the aggregate amount of Shares described in the Notice to the Purchaser identified in the Notice, on terms not more favorable to the Selling Stockholder than those which were set forth in the Notice. If an Included Stockholder has timely delivered the Acceptance and, if after 30 days following receipt thereof by a of the Notice, the Selling Stockholder would require under applicable law (a) and the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (b) the provision to any Stockholder of any information regarding the Company, such securities or the issuer thereof, such Stockholder Purchaser shall not have completed the right to sell shares disposition of Common Stock and Common Stock Equivalents in such proposed Company Sale. In such event, the Take Along Group shall have the right, but not the obligation, to cause Shares to be paid to such Stockholder sold in lieu thereof, against surrender connection therewith in accordance with the terms of the Common Disposition, all the restrictions on the disposition of Shares contained in Restricted Stock Equivalents which would have otherwise been included Agreements shall again be in the Company Sale, an amount in cash equal to the Fair Market Value of such Common Stock Equivalents as of the date such securities would have been issued in exchange for such Common Stock Equivalentsfull force and effect.

Take Along. (a) If at any timeIf, any prior to a Qualified Public Offering, the Major Holder elects to sell all of its shares of Common Stock to a third party or causes the Corporation to enter into a merger agreement for a merger which will result in the Stockholders immediately prior to such merger owning less than 50% of the Stockholders constituting more than fifty (50%) outstanding common stock of the surviving entity immediately following such merger, in each case in a bona fide, arm's length transaction, the Minority Holders will be required, upon written notice from the Major Holder, to (i) sell all of their shares of Common Stock Equivalentspursuant to such proposed sale, individually or acting as a group (such Stockholders, as applicable, being referred to herein as the “Take Along Group”ii) elect to consummate, or cause the Company to consummate, a Company Sale to a Third Party which is not an Affiliate vote in favor of any Stockholder included in the Take Along Group, then upon twenty (20) days’ written notice such transaction proposed by the Take Along Group Major Holders, and (iii) agree to each other Stockholder, which notice shall set forth become a party to any proposed agreement for the terms and conditions sale of such proposed Company Sale, including the name of the prospective transferee, the number of shares of Common Stock and Common Stock Equivalents proposed to execute any agreement, certificate or other documents required to be sold executed in connection with such sale, including making such representations and warranties as, but not more extensive than, those made by the Take Along Group in Major Holder and providing indemnities proportionate (based on the Company Sale, the consideration percentage of proceeds to be received received) to those provided by the Take Along Group and Major Holder. The sale by the proposed time and place of closing (such notice being referred other Stockholders pursuant to as the “Sale Request”), each other Stockholder (each, a “Seller”), in the event the Company Sale is consummated, this Section 4 shall be obligated to consummate, consent to and raise no objection to made at the proposed Company Sale and take all other actions reasonably necessary or desirable to consummate the proposed Company Sale on the terms proposed by the Take Along Group as set forth in the Sale Request. Without limiting the generality of the foregoing, (i) if the Company Sale is structured as a merger, consolidation or similar business transaction, each Seller will vote or cause to be voted all Shares that he holds or with respect to which he has the power to direct the voting and which he is entitled to vote price per share on such proposed Company Sale in favor of such proposed Company Sale and will waive all appraisal and dissenters rights and hereby grants a proxy in favor of the Take Along Group to vote the Seller’s Shares in accordance with this Section 2.4(a) and (ii) if the Company Sale is structured as a sale or redemption of Common Stock, each Seller will agree to sell his pro rata portion of Common Stock Equivalents (including his pro rata portion of Time Options, Rollover Options and Performance Options which would become Common Stock Equivalents by reason of the Company Sale) being sold in the Company Sale on the same other terms and conditions as the Take Along Groupsale by the Major Holder, including any consulting or other fees payable to the Major Holder to the extent such fees exceed the fair market value of the services to be provided. A Stockholder’s pro rata portion, for purposes of this Section 2.4(a), is Each Minority Holder hereby appoints the product of (i) a fraction, Corporation attorney-in-fact to execute and deliver any such proposed agreement and related certificates and documents and to endorse and deliver to the numerator of which is the number of outstanding Common Stock Equivalents which purchaser each such Stockholder then owns and the denominator of which is the total number of such Common Stock Equivalents then actually outstanding and (ii) the total number Minority Holder's shares of Common Stock Equivalents being sold in the Company SaleStock. Each proxy granted above in this Section 2.4(a) is irrevocable, coupled If any Stockholder fails to comply with an interest and shall survive until the expiration of the provisions of this Section 2.4(a). If required4, each Seller the Major Holder shall be entitled to treat such failure as breach of this Agreement for which the Major Holder shall be entitled to specific performance and/or damages. (ib) deliver certificates for all of its Shares being Transferred pursuant Notwithstanding anything herein to this Section 2.4(a) at the closing of contrary, if the proposed Transfer, free and clear of all claims, liens and encumbrances. The terms and conditions of any sale pursuant to this consideration for a transaction described in Section 2.4(a4(a) shall be the same as set forth in the Sale Request; provided, however, that in the case of Performance Options, Time Options and Rollover Options, the holders of such securities shall have the opportunity to is either (i) exercise such Performance OptionsEquity Securities of an entity 7 PMRW DRAFT: JUNE 16, Time Options and Rollover Options (if such Performance Options, Time Options or Rollover Options are exercisable or would be exercisable upon consummation of the Company Sale) and participate in such sale as holders of 2001 not having its Common Stock issuable upon such exerciselisted or admitted to trading on any national securities exchange or quoted on any NASDAQ market, or (ii) upon the consummation Equity Securities of the sale, receive in exchange for such Performance Options, Time Options and Rollover Options the amount determined by multiplying (1) the same amount of consideration per share received by the Stockholders for which the Performance Option, Time Option or Rollover Option is exercisable less the exercise price or conversion price per share of such Performance Option, Time Option or Rollover Option by (2) the number of shares of an entity having its Common Stock represented by listed or admitted to trading on any national securities exchange or quoted on any NASDAQ market, but such Performance Options, Time Options and Rollover Options. (b) Each Stockholder, whether in his capacity as a Seller, Stockholder, officer or director of the Company, or otherwise, shall take or cause Equity Securities to be taken all commercially reasonable actions in order expeditiously to consummate any Company Sale and any related transactions, including, without limitation, executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments as may be reasonably requested and otherwise cooperating with the Take Along Group and any prospective buyer; provided, however, that Stockholders shall be obligated to become liable in respect of any representations, warranties, covenants, indemnities or otherwise to the Third Party solely to the extent provided issued in the immediately following sentence. Without limiting the generality transaction will be subject to lock-up restrictions for a period in excess of the foregoing180 days, then, in either such event, each Stockholder agrees to execute and deliver such agreements as may be reasonably specified by Minority Holder shall have the Take Along Group to which such Take Along Group will also be party, including, without limitation, agreements to (i) (1) make individual representations, warranties, covenants and other agreements as to the unencumbered title to its Shares and the power, authority and legal right to Transfer such Shares and the absence of any Adverse Claim with respect to such Shares and (2) be liable without limitation as to such representations, warranties, covenants (including without limitation, covenants not to compete, as appropriate) and other agreements and (ii) be liable (whether by purchase price adjustment, indemnity payments or otherwise) in respect of representations, warranties, covenants and agreements in respect of the Company and its subsidiaries; provided, however, that the aggregate amount of liability described in this clause (ii) in connection with any Company Sale shall not exceed the lesser of (I) such Stockholder’s pro rata portion of any such liabilityoption, to be determined in accordance with such Stockholder’s portion exercised within thirty (30) days of the total value for hisdate of notice of the transaction, her or its Shares included in to require the Corporation to purchase, all, but not less than all of each such Company Sale or (II) the proceeds to such Stockholder in connection with such Company Sale. (c) The provisions of this Section 2.4 shall only apply to the WP Stockholders in the event that either the Company Sale is an Approved Company Sale or the WP Stockholders otherwise consent to such Company Sale. (d) In the event the consideration to be paid in exchange for Common Stock Equivalents in a Company Sale proposed pursuant to this Section 2.4 includes an securities, and the receipt thereof by a Stockholder would require under applicable law (a) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (b) the provision to any Stockholder of any information regarding the Company, such securities or the issuer thereof, such Stockholder shall not have the right to sell Minority Holder's shares of Common Stock and Common Stock Equivalents Options in such proposed Company Sale. In such event, accordance with the Take Along Group shall have the right, but not the obligation, to cause to be paid to such Stockholder procedures set forth in lieu thereof, against surrender of the Common Stock Equivalents which would have otherwise been included in the Company Sale, an amount in cash equal to the Fair Market Value of such Common Stock Equivalents as of the date such securities would have been issued in exchange for such Common Stock EquivalentsSection 7.

Take Along. (a) If at any time, any a JWC Group Stockholder or group of the JWC Group Stockholders constituting holding more than fifty one-third (50%1/3) of the Common Stock Equivalents, individually or acting as a group then outstanding Shares (such Stockholders, as applicable, being referred to herein as the “"Take Along Group”") elect determine to consummatesell or exchange (in a business combination or otherwise), in one or cause the Company to consummate, a Company Sale series of bona fide arms-length transactions to a Third Party which who is not an Affiliate of any Stockholder included in the Take Along Group, then 50% or more of the aggregate number of Shares owned by the JWC Group Stockholders on the date of the closing under the Purchase Agreement (as equitably adjusted to account for stock dividends, stock splits, reverse stock splits or other similar reclassifications), then, upon twenty fifteen (2015) days’ days written notice by the Take Along Group to each other Stockholder, which notice shall set forth include reasonable details of the terms and conditions of such proposed Company Sale, sale or exchange including the name proposed time and place of the prospective transferee, the number of shares of Common Stock closing and Common Stock Equivalents proposed to be sold by the Take Along Group in the Company Sale, the consideration to be received by the Take Along Group and the proposed time and place of closing (such notice being referred to as the “"Sale Request”"), each other Stockholder (each, a “"Seller”), in the event the Company Sale is consummated, ") shall be obligated to consummateto, consent to and raise no objection to the proposed Company Sale shall sell, transfer and take all other actions reasonably necessary or desirable to consummate the proposed Company Sale on the terms proposed by the Take Along Group as set forth in the Sale Request. Without limiting the generality of the foregoingdeliver, (i) if the Company Sale is structured as a merger, consolidation or similar business transaction, each Seller will vote or cause to be voted all Shares that he holds or with respect sold, transferred and delivered, to which he has the power to direct the voting and which he is entitled to vote such Third Party on such proposed Company Sale in favor of such proposed Company Sale and will waive all appraisal and dissenters rights and hereby grants a proxy in favor of the Take Along Group to vote the Seller’s Shares in accordance with this Section 2.4(a) and (ii) if the Company Sale is structured as a sale or redemption of Common Stock, each Seller will agree to sell his pro rata portion of Common Stock Equivalents (including his pro rata portion of Time Options, Rollover Options and Performance Options which would become Common Stock Equivalents by reason of the Company Sale) being sold in the Company Sale on substantially the same terms and conditions as the Take Along Group. A Stockholder’s pro rata portion, for purposes that number of this Section 2.4(a), is Shares owned by such Seller as shall equal the product of (i) a fraction, the numerator of which is the number of outstanding Common Stock Equivalents which Shares proposed to be transferred by the Take Along Group as of the date of such Stockholder then owns Sale Request and the denominator of which is the total aggregate number of Shares actually owned as of the date of such Common Stock Equivalents then actually outstanding and Sale Request by the Take Along Group, multiplied by (ii) the total number of Shares actually owned as of the date of such Sale Request by such Seller; provided that if the Take Along Group is selling or exchanging Preferred Stock and if the financial condition and prospects of the Company are such that, in the good faith determination of the Board, the liquidation preference of the Preferred Stock has value to such Third Party, the consideration to the Sellers for their Common Stock Equivalents being sold may be adjusted to take into account the value of the liquidation preference, as determined in good faith by the Company SaleBoard. Each proxy granted above in this Section 2.4(a) is irrevocable, coupled with an interest and shall survive until the expiration of the provisions of this Section 2.4(a). If required, each Seller shall (i) deliver certificates for all of its Shares being Transferred pursuant to this Section 2.4(a) at the closing of the proposed Transfer, free and clear of all claims, liens and encumbrances. The terms encumbrances and conditions of any sale pursuant to this Section 2.4(a) shall be the same as set forth in the Sale Request; provided, however, that in the case of Performance Options, Time Options and Rollover Options, the holders of such securities shall have the opportunity to either (i) exercise such Performance Options, Time Options and Rollover Options (if such Performance Options, Time Options or Rollover Options are exercisable or would be exercisable upon consummation of the Company Sale) and participate in such sale as holders of Common Stock issuable upon such exercise, or (ii) upon the consummation if stockholder approval of the saletransaction is required, receive vote its Shares in exchange for such Performance Options, Time Options and Rollover Options the amount determined by multiplying (1) the same amount of consideration per share received by the Stockholders for which the Performance Option, Time Option or Rollover Option is exercisable less the exercise price or conversion price per share of such Performance Option, Time Option or Rollover Option by (2) the number of shares of Common Stock represented by such Performance Options, Time Options and Rollover Optionsfavor thereof. (b) Each Stockholder, whether in his capacity as a Seller, Stockholder, officer or director of the Company, or otherwise, shall take or cause to be taken all commercially reasonable actions in order expeditiously to consummate any Company Sale and any related transactions, including, without limitation, executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments as may be reasonably requested and otherwise cooperating with the Take Along Group and any prospective buyer; provided, however, that Stockholders shall be obligated to become liable in respect of any representations, warranties, covenants, indemnities or otherwise to the Third Party solely to the extent provided in the immediately following sentence. Without limiting the generality of the foregoing, each Stockholder agrees to execute and deliver such agreements as may be reasonably specified by the Take Along Group to which such Take Along Group will also be party, including, without limitation, agreements to (i) (1) make individual representations, warranties, covenants and other agreements as to the unencumbered title to its Shares and the power, authority and legal right to Transfer such Shares and the absence of any Adverse Claim with respect to such Shares and (2) be liable without limitation as to such representations, warranties, covenants (including without limitation, covenants not to compete, as appropriate) and other agreements and (ii) be liable (whether by purchase price adjustment, indemnity payments or otherwise) in respect of representations, warranties, covenants and agreements in respect of the Company and its subsidiaries; provided, however, that the aggregate amount of liability described in this clause (ii) in connection with any Company Sale shall not exceed the lesser of (I) such Stockholder’s pro rata portion of any such liability, to be determined in accordance with such Stockholder’s portion of the total value for his, her or its Shares included in such Company Sale or (II) the proceeds to such Stockholder in connection with such Company Sale. (c) The provisions of this Section 2.4 shall only not apply to the WP Stockholders in the event that either the Company Sale is an Approved Company Sale or the WP Stockholders otherwise consent to such Company Sale. (di) In the event the consideration to be paid in exchange for Common Stock Equivalents in a Company Sale proposed any Transfer pursuant to this Section 2.4 includes an securities, and the receipt thereof by or following a Stockholder would require under applicable law (a) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities Public Offering or (bii) the provision to any Stockholder of any information regarding the Company, such securities or the issuer thereof, such Stockholder shall not have the right to sell shares of Common Stock and Common Stock Equivalents in such proposed Company Sale. In such event, the Take Along Group shall have the right, but not the obligation, to cause to be paid to such Stockholder in lieu thereof, against surrender of the Common Stock Equivalents which would have otherwise been included in the Company Sale, an amount in cash equal to the Fair Market Value of such Common Stock Equivalents as of the date such securities would have been issued in exchange for such Common Stock Equivalentsa Permitted Transfer.