Common use of Additional Parties Clause in Contracts

Additional Parties. Any purchaser of Series D Preferred Stock pursuant to the Purchase Agreement shall become a party to this Agreement by executing and delivering to the Company a counterpart to this Agreement. Upon such execution and delivery, such purchaser shall be deemed to be an "Investor" hereunder with all of the rights and obligations thereof. The Company shall use best efforts to cause (i) each Person or "group" of Persons (as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934) who shall, after the date hereof, acquire or receive the right to acquire in one or more transactions, 250,000 or more shares of Common Stock (appropriately adjusted to reflect any stock split, stock dividend or the like affecting the Common Stock), to become a party to this Agreement as a Holder by executing an Instrument of Accession in the form of Schedule II hereto, in which event such Person shall become bound by and shall enjoy the benefits conferred on Holders hereby and (ii) each Person who shall, after the date hereof, acquire or receive the right to acquire any shares of the preferred stock of the Company, to become a party to this Agreement as an Investor by executing an instrument of accession in the form of Schedule III hereto, in which event such Person shall become bound by and shall enjoy the benefits conferred upon Investors hereby. No Holder or Investor shall transfer Stock to any other Person unless (i) the transferee of the Stock shall execute and deliver an appropriate Instrument of Accession agreeing to be bound by the provisions of this Agreement or (ii) such Transfer is a permitted transfer pursuant to subsections (i)(c) or (i)(d) of Section 4. No Holder or Investor shall Transfer all or any part of the Stock owned by such Holder or Investor except in compliance with the terms of this Section 20.

Additional Parties. Any purchaser (a) As a condition to the Company’s obligation to effect a transfer of Series D Preferred shares of Common Stock by a Management Holder permitted by this Agreement on the books and records of the Company (other than (i) a transfer to the Apollo Group or any of the Apollo Group’s Affiliates, the Company or any subsidiary of the Company or (ii) a permitted Disposition pursuant to Section 3.1(a)(i) or 3.1(a)(ii)), the Purchase Agreement transferee shall be required to become a party to this Agreement by executing and delivering (together with such Person’s spouse, if applicable) an Adoption Agreement in substantially the form of Exhibit A or in such other form that is reasonably satisfactory to the Company Company. (b) In the event that any Person acquires shares of Common Stock from (i) a counterpart to this Agreement. Upon Management Holder or any Affiliate or member of such execution and deliveryManagement Holder’s Group or (ii) any direct or indirect transferee of a Management Holder, such purchaser Person shall be subject to any and all obligations and restrictions of such Management Holder hereunder (other than the provisions of Section 7), as if such Person was such Management Holder named herein. Additionally, whenever a Management Holder makes a transfer of shares of Common Stock, such shares of Common Stock shall contain a legend so as to inform any transferee that such shares of Common Stock were held originally by a Management Holder and are subject to repurchase pursuant to, and to the extent required by, Section 5 below or the last paragraph of Section 3.1, based on the employment of or events relating to such Management Holder. Notwithstanding the foregoing, this Section 3.2(b) shall not apply to (A) any transfers of Common Stock to the Company, any subsidiary thereof, the Apollo Group or any Affiliate of the Apollo Group or (B) any permitted Disposition pursuant to Section 3.1(a). (c) Any shares of Common Stock acquired by an individual retirement account (“▇▇▇”) on behalf of an employee of the Company or any of its subsidiaries (the “Subject Employee”) shall be deemed to be an "Investor" hereunder with acquired by a Management Holder. Additionally, such Subject Employee shall be deemed to be a Management Holder and his or her ▇▇▇ shall be deemed to have acquired all of the rights and obligations thereof. The Company shall use best efforts to cause (i) each Person or "group" of Persons (as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934) who shall, after the date hereof, acquire or receive the right to acquire in one or more transactions, 250,000 or more shares of Common Stock it holds from such Subject Employee pursuant to a transfer that is subject to Section 3.2(b) above. (appropriately adjusted to reflect d) In the event that any stock splitPerson that is an Affiliate of the Apollo Group acquires shares of Common Stock from the Apollo Group or any other Affiliate of the Apollo Group, stock dividend or the like affecting the Common Stock), to become a party to this Agreement as a Holder by executing an Instrument of Accession in the form of Schedule II hereto, in which event such Person shall become bound by be subject to and shall enjoy have the benefits conferred on Holders hereby benefit of any and (ii) each Person who shallall rights, after the date hereof, acquire or receive the right to acquire any shares obligations and restrictions of the preferred stock of the CompanyApollo Group hereunder, to become a party to this Agreement as an Investor by executing an instrument of accession in the form of Schedule III hereto, in which event if such Person shall become bound by and shall enjoy were the benefits conferred upon Investors hereby. No Holder or Investor shall transfer Stock to any other Person unless (i) the transferee of the Stock shall execute and deliver an appropriate Instrument of Accession agreeing to be bound by the provisions of this Agreement or (ii) such Transfer is a permitted transfer pursuant to subsections (i)(c) or (i)(d) of Section 4. No Holder or Investor shall Transfer all or any part of the Stock owned by such Holder or Investor except in compliance with the terms of this Section 20Apollo Group.

Additional Parties. Any purchaser (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Series D Preferred Stock pursuant after the date hereof, as a condition to the Purchase Agreement issuance of such shares the Company shall require that any purchaser become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit B, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the Company a counterpart to terms of this AgreementAgreement as an Investor and Stockholder hereunder. Upon In either event, each such execution and delivery, such purchaser person shall thereafter shall be deemed to be an "Investor" hereunder with Investor and Stockholder for all of purposes under this Agreement. (b) In the rights and obligations thereof. The Company shall use best efforts to cause (i) each Person or "group" of Persons (as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934) who shall, event that after the date hereofof this Agreement, acquire the Company enters into an agreement with any person or receive the right entity to acquire in one or more transactions, 250,000 or more issue shares of Common capital stock to such person or entity (other than to a purchaser of Preferred Stock (appropriately adjusted described in Section 9.1(a) above), then, the Company shall cause such person or entity, as a condition precedent to reflect any stock split, stock dividend or the like affecting the Common Stock)entering into such agreement, to become a party to this Agreement as a Holder by executing an Instrument of Accession Adoption Agreement in the form of Schedule II heretoattached hereto as Exhibit A, in which event such Person shall become agreeing to be bound by and subject to the terms of this Agreement as a Restricted Stockholder and a Stockholder and thereafter such person shall enjoy the benefits conferred on Holders hereby be deemed a Restricted Stockholder and (ii) each Person who shalla Stockholder for all purposes under this Agreement. Further, after following the date hereofof this Agreement, acquire or receive the right Company will use commercially reasonable efforts to acquire any cause each existing holder of shares of the preferred capital stock of the Company, Company that are not otherwise a party to this Agreement to become a party to this Agreement as an Investor by executing an instrument of accession Adoption Agreement in the form of Schedule III heretoattached hereto as Exhibit A, in which event such Person shall become bound by and shall enjoy the benefits conferred upon Investors hereby. No Holder or Investor shall transfer Stock to any other Person unless (i) the transferee of the Stock shall execute and deliver an appropriate Instrument of Accession agreeing to be bound by the provisions of this Agreement or (ii) such Transfer is a permitted transfer pursuant and subject to subsections (i)(c) or (i)(d) of Section 4. No Holder or Investor shall Transfer all or any part of the Stock owned by such Holder or Investor except in compliance with the terms of this Section 20Agreement as a Restricted Stockholder and a Stockholder.

Additional Parties. Notwithstanding any other provision herein to the contrary, at any time and from time to time after the date hereof and prior to the Termination Date, one or more persons approved by Mill Road in its discretion may become parties to this Agreement as Supporting Group Members with the consent of the other Supporting Group Members, which consent may not be unreasonably conditioned, withheld or delayed. Any purchaser of Series D Preferred Stock such person, as a condition to becoming such a party hereto, shall execute a counterpart signature page to this Agreement, whereby such person shall become a party to, and agree to be bound by, this Agreement as a Supporting Group Member and an Interested Party hereunder, and shall satisfy any other conditions determined by Mill Road. Upon any person becoming a party hereto pursuant to this Section ▇▇, ▇▇▇▇ ▇▇▇▇ shall amend Exhibit A attached hereto so that it notes the Purchase Agreement shall become LTI Securities of which such person is a Beneficial Owner at the time that such person became an Interested Party. No person who becomes a party to this Agreement by executing and delivering pursuant to this Section 13 shall have any rights hereunder other than those that apply generally to the Company a counterpart to this Agreement. Upon other Supporting Group Members hereunder without the consent of Mill Road and such execution other Supporting Group Members, and delivery, such purchaser Mill Road shall be deemed to be an "Investor" hereunder not enter into any other agreement with all of the rights and obligations thereof. The Company shall use best efforts to cause (i) each Person or "group" of Persons (as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934) who shall, after the date hereof, acquire or receive the right to acquire in one or more transactionsSupporting Group Members for purposes of giving such Supporting Group Members rights in connection with any Proposed Transaction that are not offered to the other Supporting Group Members, 250,000 or more shares of Common Stock (appropriately adjusted provided that the foregoing clause shall not prevent the terms and conditions related to reflect any stock split, stock dividend or the like affecting the Common Stock), to become a party to this Agreement as a Holder by executing an Instrument of Accession investment in the form of Schedule II hereto, in which event such Person shall become bound by and shall enjoy the benefits conferred on Holders hereby and (ii) each Person who shall, after the date hereof, acquire or receive the right to acquire any shares of the preferred stock of the Company, to become a party to this Agreement as an Investor by executing an instrument of accession Proposed Transaction Parent from containing differential rights based upon material differences in the form of Schedule III hereto, in which event such Person shall become bound by and shall enjoy the benefits conferred upon Investors hereby. No Holder or Investor shall transfer Stock to any other Person unless (i) the transferee of the Stock shall execute and deliver an appropriate Instrument of Accession agreeing to be bound by the provisions of this Agreement or (ii) such Transfer is a permitted transfer pursuant to subsections (i)(c) or (i)(d) of Section 4. No Holder or Investor shall Transfer all or any part of the Stock owned by such Holder or Investor except in compliance with the terms of this Section 20amount initially invested therein.

Additional Parties. Any purchaser If the interest of Series D Preferred Stock pursuant any original party comes to be held by more then one individual or entity, all of the owners of such interest shall collectively act as one party for the purposes of this agreement, including without limitation the purposes hereinafter provided. Such owners shall designate one of their number to act as their designee hereunder. 1. All of the owners of such interest shall act in unison receiving, making and being bound by election, votes, options, consents, notices and responses under this agreement (“Elections”), and such Elections as made by the designee shall be binding upon all of such owners. The designee of such owners shall receive all notices, information and copies and performance shall be tendered to such designee. Operator shall not be obligated to notify or inform or provide copies of location plats, etc. to only the designee of such owners on behalf of all such owners. 2. Operator shall not be required to make more than one billing for the entire interest of any original party. Operator shall issue ▇▇▇▇▇▇▇▇ to the Purchase Agreement shall become a party to this Agreement by executing and delivering designee on behalf of all of such owners. 3. Proceeds of production attributable to the Company a counterpart interest of such owners shall be disbursed to this Agreementthe designee on behalf of all such parties. Upon such execution and delivery, such purchaser The previous owner of the interest shall be deemed to be an "Investor" hereunder with all the designee of such owners until 30 days after the following items are furnished to Operator: 1. Written notice of the rights assignment or other transfer and obligations thereofa certified copy or photocopy of the recorded assignment or other applicable instrument documenting the transfer; 2. The Company shall use best efforts to cause (i) each Person or "group" of Persons (as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934) who shall, after the date hereof, acquire or receive the right to acquire in one or more transactions, 250,000 or more shares of Common Stock (appropriately adjusted to reflect any stock split, stock dividend or the like affecting the Common Stock), to become a party to this Agreement as a Holder by executing an Instrument of Accession in the form of Schedule II hereto, in which event such Person shall become bound by and shall enjoy the benefits conferred on Holders hereby and (ii) each Person who shall, after the date hereof, acquire or receive the right to acquire any shares name of the preferred stock of designee and a written statement signed by the Company, designee accepting the obligation to become a party to this Agreement as an Investor by executing an instrument of accession in the form of Schedule III hereto, in which event such Person shall become bound by act hereunder and shall enjoy the benefits conferred upon Investors hereby. No Holder or Investor shall transfer Stock to any other Person unless (i) the transferee of the Stock shall execute and deliver an appropriate Instrument of Accession agreeing to be bound by the provisions of this Agreement or (ii) such Transfer is a permitted transfer pursuant to subsections (i)(c) or (i)(d) of Section 4. No Holder or Investor shall Transfer all or any part hereby, on behalf of the Stock owned designee, his or its heirs, successors and assigns; and 3. Written consent from all of the owners of the entire interest evidencing their agreement to have the designee, his or its heirs, successors and assigns act on their behalf as hereinabove provided. Such owners may from time to time replace the designee by such Holder or Investor except in compliance with furnishing to Operator the terms of this Section 20items provided above.

Additional Parties. Any purchaser of Series D Preferred Stock pursuant (i) As a condition to the Purchase Company’s issuance of shares of Common Stock in any transaction other than a Public Offering, or the Company’s obligation to effect a transfer of shares of Common Stock permitted by this Agreement on the books and records of the Company in a negotiated private transaction (other than Excluded Sales) (other than an issuance or a transfer to the Apollo Group or of any of the Apollo Group’s Affiliates, the Company or any Subsidiary of the Company), the transferee shall (and the recipient, if requested to by the Company, shall) be required to become a party to this Agreement by executing and delivering (together with such Person’s spouse, if applicable) an Adoption Agreement in substantially the form of Exhibit A or in such other form that is reasonably satisfactory to the Company Company. (ii) In the event that any Person acquires shares of Common Stock in a counterpart negotiated private transaction (i.e., excluding sales pursuant to this Agreementa Public Offering or sales made pursuant to Rule 144 of the Securities Act that the seller has no reason to believe will (and where such seller has instructed that any broker or intermediary not cause sales that would to such broker’s or intermediary’s knowledge) result in the purchaser (together with its Affiliates) owning 5% or more of the outstanding Common Stock (“Excluded Sales”)) from: (i) an Other Holder or the ▇▇ ▇▇▇▇▇▇ or any Affiliate or member of such Holder’s Group or (ii) any direct or indirect transferee of such Holder or such Holder’s Group; such Person shall be subject to any and all obligations and restrictions of such Other Holder hereunder (other than, at the option of the Company, the provisions of Section 9), as if such Person were such Holder named herein (except as otherwise provided in the Adoption Agreement executed by such Person and accepted by the Company). Upon such execution and deliveryAdditionally, if the restrictions specified in Section 3(d) are in effect, whenever a Management Holder or the ▇▇ ▇▇▇▇▇▇ makes a transfer of shares of Common Stock in a negotiated private transaction (i.e., other than an Excluded Sale), such purchaser shares of Common Stock shall contain a legend so as to inform any transferee that such shares of Common Stock were held originally by a Management Holder or GE and, in the case of shares originally held by a Management Holder, are subject to repurchase pursuant to Section 6 below based on the employment of or events relating to such Management Holder. Such legend shall not be placed on any shares of Common Stock acquired from a Management Holder or the ▇▇ ▇▇▇▇▇▇ by the Company, the Apollo Group or any of its Affiliates. (iii) If any shares of Common Stock are acquired by an individual retirement account (“▇▇▇”) on behalf of an employee of the Company or any of its Subsidiaries (the “Subject Employee”), such ▇▇▇ shall be deemed to be an "Investor" hereunder with a Management Holder. Additionally, such Subject Employee shall be deemed to be a Management Holder and his or her ▇▇▇ shall be deemed to have acquired all of the rights and obligations thereof. The Company shall use best efforts to cause (i) each Person or "group" of Persons (as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934) who shall, after the date hereof, acquire or receive the right to acquire in one or more transactions, 250,000 or more shares of Common Stock (appropriately adjusted to reflect any stock split, stock dividend or the like affecting the Common Stock), to become a party to this Agreement as a Holder by executing an Instrument of Accession in the form of Schedule II hereto, in which event it holds from such Person shall become bound by and shall enjoy the benefits conferred on Holders hereby and (ii) each Person who shall, after the date hereof, acquire or receive the right to acquire any shares of the preferred stock of the Company, to become a party to this Agreement as an Investor by executing an instrument of accession in the form of Schedule III hereto, in which event such Person shall become bound by and shall enjoy the benefits conferred upon Investors hereby. No Holder or Investor shall transfer Stock to any other Person unless (i) the transferee of the Stock shall execute and deliver an appropriate Instrument of Accession agreeing to be bound by the provisions of this Agreement or (ii) such Transfer is a permitted transfer Subject Employee pursuant to subsections (i)(ca transfer that is subject to Section 3(c)(ii) or (i)(d) of Section 4. No Holder or Investor shall Transfer all or any part of the Stock owned by such Holder or Investor except in compliance with the terms of this Section 20above.

Additional Parties. Any (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Series [__] Preferred Stock after the date hereof, as a con­dition to the issuance of such shares the Company shall require that any purchaser of at least ____ shares of Series D [__] Preferred Stock pursuant to the Purchase Agreement shall become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the Company a counterpart to terms of this Agreement as an Investor and Stockholder hereunder. In either event, each such person shall thereafter shall be deemed an Investor and Stockholder for all purposes under this Agreement. Upon such execution and delivery, such purchaser shall be deemed to be an "Investor" hereunder with all of [(b) In the rights and obligations thereof. The Company shall use best efforts to cause (i) each Person or "group" of Persons (as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934) who shall, event that after the date hereofof this Agreement, acquire or receive the right Company enters into an agreement with any Person to acquire issue shares of capital stock to such Person (other than to a purchaser of Preferred Stock described in Section 6.1(a) above), [following which such Person shall hold Shares constituting one percent (1%) or more transactions, 250,000 or more of the Company’s then outstanding capital stock (treating for this purpose all shares of Common Stock (appropriately adjusted issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged)], then, the Company shall cause such Person, as a condition precedent to reflect any stock split, stock dividend or the like affecting the Common Stock)entering into such agreement, to become a party to this Agreement as a Holder by executing an Instrument of Accession Adoption Agreement in the form of Schedule II heretoattached hereto as Exhibit A, in which event such Person shall become bound by and shall enjoy the benefits conferred on Holders hereby and (ii) each Person who shall, after the date hereof, acquire or receive the right to acquire any shares of the preferred stock of the Company, to become a party to this Agreement as an Investor by executing an instrument of accession in the form of Schedule III hereto, in which event such Person shall become bound by and shall enjoy the benefits conferred upon Investors hereby. No Holder or Investor shall transfer Stock to any other Person unless (i) the transferee of the Stock shall execute and deliver an appropriate Instrument of Accession agreeing to be bound by the provisions of this Agreement or (ii) such Transfer is a permitted transfer pursuant and subject to subsections (i)(c) or (i)(d) of Section 4. No Holder or Investor shall Transfer all or any part of the Stock owned by such Holder or Investor except in compliance with the terms of this Section Agreement as a Stockholder and thereafter such person shall be deemed a Stockholder for all purposes under this Agreement.] 20.

Additional Parties. Any purchaser of Series D Preferred Stock pursuant (i) As a condition to the Purchase Company’s issuance of shares of Common Stock in any transaction other than a Public Offering, or the Company’s obligation to effect a transfer of shares of Common Stock permitted by this Agreement on the books and records of the Company in a negotiated private transaction (other than Excluded Sales) (other than an issuance or a transfer to the Apollo Group or of any of the Apollo Group’s Affiliates, the Company or any Subsidiary of the Company), the transferee shall (and the recipient, if requested to by the Company, shall) be required to become a party to this Agreement by executing and delivering (together with such Person’s spouse, if applicable) an Adoption Agreement in substantially the form of Exhibit A or in such other form that is reasonably satisfactory to the Company Company. (ii) In the event that any Person acquires shares of Common Stock in a counterpart negotiated private transaction (i.e., excluding sales pursuant to this Agreementa Public Offering or sales made pursuant to Rule 144 of the Securities Act that the seller has no reason to believe will (and where such seller has instructed that any broker or intermediary not cause sales that would to such broker’s or intermediary’s knowledge) result in the purchaser (together with its Affiliates) owning 5% or more of the outstanding Common Stock (“Excluded Sales”)) from: (i) an Other Holder or any Affiliate or member of such Holder’s Group or (ii) any direct or indirect transferee of such Holder or such Holder’s Group; such Person shall be subject to any and all obligations and restrictions of such Other Holder hereunder (other than, at the option of the Company, the provisions of Section 9), as if such Person were such Holder named herein (except as otherwise provided in the Adoption Agreement executed by such Person and accepted by the Company). Upon such execution and deliveryAdditionally, if the restrictions specified in Section 3(b) are in effect, whenever a Management Holder makes a transfer of shares of Common Stock in a negotiated private transaction (i.e., other than an Excluded Sale), such purchaser shares of Common Stock shall contain a legend so as to inform any transferee that such shares of Common Stock were held originally by a Management Holder and are subject to repurchase pursuant to Section 6 below based on events relating to such Management Holder. Such legend shall not be placed on any shares of Common Stock acquired from a Management Holder by the Company, the Apollo Group or any of its Affiliates. (iii) If any shares of Common Stock are acquired by an individual retirement account (“▇▇▇”) on behalf of an employee of the Company or any of its Subsidiaries (the “Subject Employee”), such ▇▇▇ shall be deemed to be an "Investor" hereunder with a Management Holder. Additionally, such Subject Employee shall be deemed to be a Management Holder and his or her ▇▇▇ shall be deemed to have acquired all of the rights and obligations thereof. The Company shall use best efforts to cause (i) each Person or "group" of Persons (as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934) who shall, after the date hereof, acquire or receive the right to acquire in one or more transactions, 250,000 or more shares of Common Stock (appropriately adjusted to reflect any stock split, stock dividend or the like affecting the Common Stock), to become a party to this Agreement as a Holder by executing an Instrument of Accession in the form of Schedule II hereto, in which event it holds from such Person shall become bound by and shall enjoy the benefits conferred on Holders hereby and (ii) each Person who shall, after the date hereof, acquire or receive the right to acquire any shares of the preferred stock of the Company, to become a party to this Agreement as an Investor by executing an instrument of accession in the form of Schedule III hereto, in which event such Person shall become bound by and shall enjoy the benefits conferred upon Investors hereby. No Holder or Investor shall transfer Stock to any other Person unless (i) the transferee of the Stock shall execute and deliver an appropriate Instrument of Accession agreeing to be bound by the provisions of this Agreement or (ii) such Transfer is a permitted transfer Subject Employee pursuant to subsections (i)(ca transfer that is subject to Section 3(c)(ii) or (i)(d) of Section 4. No Holder or Investor shall Transfer all or any part of the Stock owned by such Holder or Investor except in compliance with the terms of this Section 20above.

Additional Parties. Any purchaser of Series D Preferred Stock pursuant (i) As a condition to the Purchase Company’s issuance of shares of Common Stock in any transaction other than a Public Offering, or the Company’s obligation to effect a transfer of shares of Common Stock permitted by this Agreement on the books and records of the Company in a negotiated private transaction (other than Excluded Sales) (other than an issuance or a transfer to the Apollo Group or of any of the Apollo Group’s Affiliates, the Company or any Subsidiary of the Company), the transferee shall (and the recipient, if requested to by the Company, shall) be required to become a party to this Agreement by executing and delivering (together with such Person’s spouse, if applicable) an Adoption Agreement in substantially the form of Exhibit A or in such other form that is reasonably satisfactory to the Company Company. (ii) In the event that any Person acquires shares of Common Stock in a counterpart negotiated private transaction (i.e., excluding sales pursuant to this Agreementa Public Offering or sales made pursuant to Rule 144 of the Securities Act that the seller has no reason to believe will (and where such seller has instructed that any broker or intermediary not cause sales that would to such broker’s or intermediary’s knowledge) result in the purchaser (together with its Affiliates) owning 5% or more of the outstanding Common Stock (“Excluded Sales”)) from: (i) an Other Holder or any Affiliate or member of such Holder’s Group or (ii) any direct or indirect transferee of such Holder or such Holder’s Group; such Person shall be subject to any and all obligations and restrictions of such Other Holder hereunder (other than, at the option of the Company, the provisions of Section 9), as if such Person were such Holder named herein (except as otherwise provided in the Adoption Agreement executed by such Person and accepted by the Company). Upon such execution and deliveryAdditionally, if the restrictions specified in Section 3(b) are in effect, whenever a Management Holder makes a transfer of shares of Common Stock in a negotiated private transaction (i.e., other than an Excluded Sale), such purchaser shares of Common Stock shall contain a legend so as to inform any transferee that such shares of Common Stock were held originally by a Management Holder and are subject to repurchase pursuant to Section 6 below based on events relating to such Management Holder. Such legend shall not be placed on any shares of Common Stock acquired from a Management Holder by the Company, the Apollo Group or any of its Affiliates. (iii) If any shares of Common Stock are acquired by an individual retirement account (“I▇▇”) on behalf of an employee of the Company or any of its Subsidiaries (the “Subject Employee”), such I▇▇ shall be deemed to be an "Investor" hereunder with a Management Holder. Additionally, such Subject Employee shall be deemed to be a Management Holder and his or her I▇▇ shall be deemed to have acquired all of the rights and obligations thereof. The Company shall use best efforts to cause (i) each Person or "group" of Persons (as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934) who shall, after the date hereof, acquire or receive the right to acquire in one or more transactions, 250,000 or more shares of Common Stock (appropriately adjusted to reflect any stock split, stock dividend or the like affecting the Common Stock), to become a party to this Agreement as a Holder by executing an Instrument of Accession in the form of Schedule II hereto, in which event it holds from such Person shall become bound by and shall enjoy the benefits conferred on Holders hereby and (ii) each Person who shall, after the date hereof, acquire or receive the right to acquire any shares of the preferred stock of the Company, to become a party to this Agreement as an Investor by executing an instrument of accession in the form of Schedule III hereto, in which event such Person shall become bound by and shall enjoy the benefits conferred upon Investors hereby. No Holder or Investor shall transfer Stock to any other Person unless (i) the transferee of the Stock shall execute and deliver an appropriate Instrument of Accession agreeing to be bound by the provisions of this Agreement or (ii) such Transfer is a permitted transfer Subject Employee pursuant to subsections (i)(ca transfer that is subject to Section 3(c)(ii) or (i)(d) of Section 4. No Holder or Investor shall Transfer all or any part of the Stock owned by such Holder or Investor except in compliance with the terms of this Section 20above.

Additional Parties. Any (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Preferred Stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of Series D Preferred Stock pursuant to the Purchase Agreement shall such shares become a party to this Agreement by executing and delivering to the Company a counterpart to this Agreement. Upon such execution and delivery, such purchaser shall be deemed to be an "Investor" hereunder with all of the rights and obligations thereof. The Company shall use best efforts to cause (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor and Stockholder hereunder. In either event, each Person or "group" of Persons such person shall thereafter be deemed an Investor and Stockholder for all purposes under this Agreement. (as such term is defined in Rule 13d-5(b)(1b) promulgated under In the Securities Exchange Act of 1934) who shall, event that after the date hereofof this Agreement, acquire or receive the right Company enters into an agreement with any Person to acquire issue shares of capital stock to such Person (other than to a purchaser of Preferred Stock described in Section 8.1(a) above), following which such Person shall hold Shares constituting one percent (1%) or more transactions, 250,000 or more of the then outstanding capital stock of the Company (treating for this purpose all shares of Class A Voting Common Stock and/or Class B Non-Voting Common Stock (appropriately adjusted as defined in the Restated Certificate) issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to reflect any stock split, stock dividend or the like affecting the Common Stock)entering into such agreement, to become a party to this Agreement as a Holder by executing an Instrument of Accession Adoption Agreement in the form of Schedule II heretoattached hereto as Exhibit A, in which event such Person shall become bound by and shall enjoy the benefits conferred on Holders hereby and (ii) each Person who shall, after the date hereof, acquire or receive the right to acquire any shares of the preferred stock of the Company, to become a party to this Agreement as an Investor by executing an instrument of accession in the form of Schedule III hereto, in which event such Person shall become bound by and shall enjoy the benefits conferred upon Investors hereby. No Holder or Investor shall transfer Stock to any other Person unless (i) the transferee of the Stock shall execute and deliver an appropriate Instrument of Accession agreeing to be bound by the provisions of this Agreement or (ii) such Transfer is a permitted transfer pursuant and subject to subsections (i)(c) or (i)(d) of Section 4. No Holder or Investor shall Transfer all or any part of the Stock owned by such Holder or Investor except in compliance with the terms of this Section 20Agreement as a Key Holder and Stockholder and thereafter such person shall be deemed a Stockholder for all purposes under this Agreement.

Additional Parties. (a) Any purchaser of Series D Preferred Stock person or entity that, pursuant to the terms of the Series C Purchase Agreement Agreement, purchases shares of the Company's Series C Preferred Stock, $.01 par value per share (the "Series C Preferred Stock"), at a "Subsequent Closing" (as that term is defined in the Series C Purchase Agreement) shall be required, as a condition to such purchase, to become a party to this Agreement by executing and delivering to the Company this Agreement or a counterpart to this Agreement. Upon counterpart, whereby such execution and delivery, such purchaser shall be deemed person or entity agrees to be an bound as a "InvestorSubsequent Series C Purchaser" hereunder with by all of the terms of this Agreement, as this Agreement may be amended from time to time in accordance with its terms, and thereafter such person or entity shall have all the rights of a Subsequent Series C Purchaser. (b) Any Permitted Transferee and obligations thereof. The Company shall use best efforts to cause any person or entity (other then the Subsequent Series C Purchasers) after the date hereof that becomes the owner or holder of (i) each Person any capital stock of the Company or "group" (ii) any other security of Persons (the Company exercisable for, or convertible into, capital stock of the Company, shall be required, as a condition to such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934) who shall, after the date hereof, acquire ownership or receive the right to acquire in one or more transactions, 250,000 or more shares of Common Stock (appropriately adjusted to reflect any stock split, stock dividend or the like affecting the Common Stock)holding, to become a party to this Agreement as a Holder by executing an Instrument of Accession in the form of Schedule II hereto, in which event such Person shall become bound by and shall enjoy the benefits conferred on Holders hereby and (ii) each Person who shall, after the date hereof, acquire or receive the right to acquire any shares of the preferred stock of the Company, to become a party to this Agreement as an Investor by executing an instrument of accession in the form of Schedule III heretoor a counterpart, in which event whereby such Person shall become bound by and shall enjoy the benefits conferred upon Investors hereby. No Holder Permitted Transferee, person, or Investor shall transfer Stock to any other Person unless (i) the transferee of the Stock shall execute and deliver an appropriate Instrument of Accession agreeing entity agrees to be bound as a Subsequent Stockholder by the provisions all of this Agreement or (ii) such Transfer is a permitted transfer pursuant to subsections (i)(c) or (i)(d) of Section 4. No Holder or Investor shall Transfer all or any part of the Stock owned by such Holder or Investor except in compliance with the terms of this Agreement, as this Agreement may be amended from time to time in accordance with its terms, and thereafter such Permitted Transferee, person or entity shall have all the rights and obligations of a Subsequent Stockholder hereunder. The foregoing provisions of this Section 206 shall not apply to any securities transferred by a Preferred Stock Purchaser in accordance with the second sentence of Section 3 above.

Additional Parties. (a) Any purchaser of Series D Preferred Stock person or entity that, pursuant to the terms of the Series B Purchase Agreement Agreement, purchases shares of the Company's Series B Preferred Stock, $.01 par value per share (the "Series B Preferred Stock"), at a "Subsequent Closing" (as that term is defined in the Series B Purchase Agreement) shall be required, as a condition to such purchase, to become a party to this Agreement by executing and delivering to the Company this Agreement or a counterpart to this Agreement. Upon counterpart, whereby such execution and delivery, such purchaser shall be deemed person or entity agrees to be an bound as a "InvestorSubsequent Series B Purchaser" hereunder with by all of the terms of this Agreement, as this Agreement may be amended from time to time in accordance with its terms, and thereafter such person or entity shall have all the rights and obligations thereof. The Company shall use best efforts to cause of a "Subsequent Series B Purchaser". (ib) each Person Any Permitted Transferee and, any person or entity (other then the "group" of Persons (as such term is defined in Rule 13d-5(b)(1Subsequent Series B Purchasers") promulgated under the Securities Exchange Act of 1934) who shall, after the date hereof, acquire that becomes the owner or receive holder of (i) any capital stock of the right Company, or (ii) any other security of the Company exercisable for, or convertible into, capital stock of the Company, shall be required, as a condition to acquire in one such ownership or more transactions, 250,000 or more shares of Common Stock (appropriately adjusted to reflect any stock split, stock dividend or the like affecting the Common Stock)holding, to become a party to this Agreement as a Holder by executing an Instrument of Accession in the form of Schedule II hereto, in which event such Person shall become bound by and shall enjoy the benefits conferred on Holders hereby and (ii) each Person who shall, after the date hereof, acquire or receive the right to acquire any shares of the preferred stock of the Company, to become a party to this Agreement as an Investor by executing an instrument of accession in the form of Schedule III heretoor a counterpart, in which event whereby such Person shall become bound by and shall enjoy the benefits conferred upon Investors hereby. No Holder Permitted Transferee, person, or Investor shall transfer Stock to any other Person unless (i) the transferee of the Stock shall execute and deliver an appropriate Instrument of Accession agreeing entity agrees to be bound as a "Subsequent Stockholder" by the provisions all of this Agreement or (ii) such Transfer is a permitted transfer pursuant to subsections (i)(c) or (i)(d) of Section 4. No Holder or Investor shall Transfer all or any part of the Stock owned by such Holder or Investor except in compliance with the terms of this Agreement, as this Agreement may be amended from time to time in accordance with its terms, and thereafter such Permitted Transferee, person or entity shall have all the rights and obligations of a Subsequent Stockholder hereunder. The foregoing provisions of this Section 206 shall not apply to any securities transferred by a Preferred Stock Purchaser in accordance with the second sentence of Section 3 above.

Additional Parties. Any purchaser The Board of Series D Preferred Stock pursuant to the Purchase Agreement shall become a party to this Agreement by executing and delivering to Directors of the Company shall be entitled, but not obligated, with the consent of Person(s) holding at least 70% of the Registrable Securities, to allow any acquirer of newly issued equity securities (or securities or rights convertible or exercisable into equity securities), of the same type and class of the Registrable Securities, to execute a counterpart to this Agreement. Upon Agreement and become a party hereto (each, an "Additional Party"), in which case the equity securities issued or issuable to any such execution and delivery, such purchaser Additional Party shall be deemed to be an "InvestorRegistrable Securities" hereunder with subject to the terms and conditions hereof and such Additional Party shall be deemed to be a holder of "Registrable Securities" for purposes hereof. Except as set forth in this Section 9(c), the Company will not grant to any other persons any registration rights. Each Major Stockholder may assign all or part of the their rights and obligations thereof. The Company shall use best efforts under this Agreement as a Major Stockholder to cause (i) each Person or "group" any transferee of Persons (as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934) who shall, after the date hereof, acquire or receive the right to acquire in one or more transactions, 250,000 or more shares of Common Stock (appropriately adjusted of such Major Stockholder to the extent provided in Section 1.4 of the Securities Holders Agreement. The parties agree to amend this Agreement, if necessary, in connection with a transfer contemplated by this Section 11(c) to reflect any stock split, stock dividend the provisions thereof. Each Investor may assign all or the like affecting the Common Stock), to become a party to part of their rights under this Agreement as a Holder by executing an Instrument of Accession in the form of Schedule II hereto, in which event such Person shall become bound by and shall enjoy the benefits conferred on Holders hereby and (ii) each Person who shall, after the date hereof, acquire or receive the right to acquire any shares of the preferred stock of the Company, to become a party to this Agreement as an Investor by executing an instrument of accession in the form of Schedule III hereto, in which event such Person shall become bound by and shall enjoy the benefits conferred upon Investors hereby. No Holder or Investor shall transfer Stock to any other Person unless (i) transferee who has acquired Registrable Securities from such Investor to the extent that such transfer does not violate the Securities Holders Agreement and such transferee of the Stock shall execute and deliver an appropriate Instrument of Accession agreeing agrees in writing to be bound by the provisions terms of this Agreement or (ii) and such Transfer is a permitted transfer pursuant to subsections (i)(c) or (i)(d) of Section 4. No Holder or Transferee shall be deemed an Investor shall Transfer all or any part of the Stock owned by such Holder or Investor except in compliance with the terms of this Section 20hereunder.

Additional Parties. Any (a) Notwithstanding anything to the contrary contained herein, if the Company shall issue additional shares of its Preferred Stock, the Company shall require that any purchaser of Series D such shares of Preferred Stock pursuant to the Purchase Agreement shall become a party to this Agreement by executing and delivering to the Company a an additional counterpart signature page to this Agreement. Upon such execution and , which counterpart shall be incorporated by delivery, and such purchaser shall be deemed an “Investor” hereunder. Exhibit B attached hereto shall be amended and updated to be an "Investor" hereunder with all of reflect any persons and/or entities who become “Investors” under this Agreement. (b) In the rights and obligations thereof. The Company shall use best efforts to cause (i) each Person or "group" of Persons (as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934) who shall, event that after the date hereofof this Agreement, acquire the Company enters into an agreement with any person or receive the right entity to acquire in issue shares of capital stock to such person or entity following which such person or entity shall hold shares of capital stock constituting one percent (1%) or more transactions, 250,000 or more of the Company’s then outstanding capital stock (treating for this purpose all shares of Common Stock (appropriately adjusted issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), other than with a purchaser of Preferred Stock described in Section 14(a), then the Company shall cause such person or entity, as a condition precedent to reflect any stock split, stock dividend or the like affecting the Common Stock)entering into such agreement, to become a party to this Agreement as a Holder by executing an Instrument of Accession in the form of Schedule II heretoattached hereto as Exhibit C, in which event such Person shall become bound by and shall enjoy the benefits conferred on Holders hereby and (ii) each Person who shall, after the date hereof, acquire or receive the right to acquire any shares of the preferred stock of the Company, to become a party to this Agreement as an Investor by executing an instrument of accession in the form of Schedule III hereto, in which event such Person shall become bound by and shall enjoy the benefits conferred upon Investors hereby. No Holder or Investor shall transfer Stock to any other Person unless (i) the transferee of the Stock shall execute and deliver an appropriate Instrument of Accession agreeing to be bound by the provisions of this Agreement or (ii) such Transfer is a permitted transfer pursuant and subject to subsections (i)(c) or (i)(d) of Section 4. No Holder or Investor shall Transfer all or any part of the Stock owned by such Holder or Investor except in compliance with the terms of this Section 20Agreement as a Holder and thereafter such person shall be deemed a Holder for all purposes under this Agreement. Exhibit D attached hereto shall be amended and updated to reflect any persons and/or entities who become “Holders” under this Agreement.