Common use of Participation Rights Clause in Contracts

Participation Rights. No HIG Stockholder may make a Transfer of Series C Preferred Stock pursuant to clause (a)(iv) of Section 2.1 unless such HIG Stockholder complies with the provisions of this Section 2.3. The transferring HIG Stockholder (the “Transferring Stockholder”) shall deliver a written notice (the “Offer Notice”) to the Company and to each Sankaty Stockholder that holds Series C Preferred Stock. The Offer Notice will disclose in reasonable detail the proposed number of shares of Series C Preferred Stock to be transferred, the proposed price, terms and conditions of the Transfer and the identity of the transferee. Each of the Sankaty Stockholders holding Series C Preferred Stock may elect to participate in the contemplated sale by delivering written notice to the Transferring Stockholder within 10 days after receipt of the Offer Notice. If any of such Sankaty Stockholders elects to participate in such sale (the “Participating Stockholders”), each of the Transferring Stockholder and the Participating Stockholders will be entitled to sell in the contemplated sale a number of shares of Preferred Stock equal to the product of (i) the fraction, the numerator of which is the number of shares of Series C Preferred Stock held by such Person, and the denominator of which is the aggregate number of Series C Preferred Stock owned by the Transferring Stockholder and the Participating Stockholders, multiplied by (ii) the number of shares of Series C Preferred Stock to be sold by the Transferring Stockholder and the Participating Stockholders in the contemplated sale. As a condition to any Transfer by the Transferring Stockholder, the Transferring Stockholder must obtain the agreement of the prospective transferee(s) to the participation of all Participating Stockholders in any contemplated sale and will not transfer any of its Securities to the prospective transferee(s) if the prospective transferee(s) declines to allow the participation of the Participating Stockholders on the terms specified herein.

Participation Rights. No HIG Stockholder may make a At least 30 days prior to any Transfer of Series C Preferred Stock pursuant to clause (a)(iv) of Section 2.1 unless such HIG Stockholder complies with Shares by the provisions of this Section 2.3. The transferring HIG Original Stockholder (other than a Public Sale or an Exempt Sale), the “Transferring Stockholder”) Original Stockholder shall deliver a written notice (the “Offer "Sale Notice”") to the Company and to each Sankaty Stockholder that holds Series C Preferred Stock. The Offer Notice will disclose the Investor, specifying in reasonable detail the proposed identity of the prospective transferee(s), the number of shares of Series C Preferred Stock to be transferred, transferred and the proposed price, terms and conditions of the Transfer and the identity of the transfereeTransfer. Each of the Sankaty Stockholders holding Series C Preferred Stock The Investor may elect to participate in the contemplated sale Transfer at the same price per share (whether voting or non-voting stock) and on the same terms by delivering written notice to the Transferring Original Stockholder within 10 30 days after receipt delivery of the Offer Sale Notice. If any of such Sankaty Stockholders elects the Investor has elected to participate in such sale (Transfer, the “Participating Stockholders”), each of the Transferring Original Stockholder and the Participating Stockholders will Investor shall be entitled to sell in the contemplated sale Transfer, at the same price and on the same terms, a number of shares of Preferred Stock Stockholder Shares equal to the product of (i) the fraction, quotient determined by dividing the numerator percentage of which is the number of shares of Series C Preferred Stock held Stockholder Shares owned by such Person, and the denominator of which is Person by the aggregate number percentage of Series C Preferred Stock Stockholder Shares owned by the Transferring Original Stockholder and the Participating Stockholders, multiplied by Investor and (ii) the number of shares of Series C Preferred Stock Stockholder Shares to be sold by the Transferring Stockholder and the Participating Stockholders in the contemplated saleTransfer. As For example, if the Sale Notice contemplated a condition to any Transfer sale of 100 Stockholder Shares by the Transferring Original Stockholder, and if the Transferring Original Stockholder must at such time owns 30% of all Stockholder Shares and if the Investor elects to participate and owns 20% of all Stockholder Shares, the Original Stockholder would be entitled to sell 60 shares (30% / 50% x 100 shares) and the Investor would be entitled to sell 40 shares (20% / 50% x 100 shares). The Original Stockholder shall use best efforts to obtain the agreement of the prospective transferee(s) to the participation of all Participating Stockholders the Investor in any contemplated sale Transfer and will to the inclusion of the Warrant and the Preferred Stock in the contemplated Transfer, and the Original Stockholder shall not transfer any of its Securities Stockholder Shares to the any prospective transferee(s) transferee if the such prospective transferee(s) declines to allow the participation of the Participating Stockholders on Investor or the terms specified hereininclusion of the Warrant and/or the Preferred Stock. If any portion of the Warrant is included in any Transfer of Stockholder Shares under this subparagraph 4(b), the purchase price for the Warrant shall be equal to the full purchase price determined hereunder for the Stockholder Shares covered by the portion of the Warrant to be transferred.

Participation Rights. No HIG (i) In the event that a Management Stockholder may make desires to Transfer any Stockholder Shares (other than (i) pursuant to a Public Sale or (ii) a Transfer of Series C Preferred Stock pursuant to clause Section 3(c) or Section 4), and the Right of First Refusal is not exercised by the Company or its assigns with respect to all of the Offered Shares, then such Management Stockholder (a)(ivhereinafter, the "Transferor") of Section 2.1 unless may Transfer such HIG Stockholder complies Shares only pursuant to and in accordance with the provisions terms of this Section 2.33(b)(i). The transferring HIG Stockholder (Within 5 days of the “Transferring Stockholder”) expiration of the Right of First Refusal Election Period, the Transferor shall deliver a written notice (the “Offer "Sale Notice”") to the Company Company, the TA Investors and to each Sankaty such other Management Stockholders who at the time of receipt of such Sale Notice beneficially own at least 2.5% of the outstanding Stockholder that holds Series C Preferred Stock. The Offer Shares (as reflected in the stock record books of the Company) (the "Principal Management Stockholders"), with such Sale Notice will disclose specifying in reasonable detail the proposed number identity of shares of Series C Preferred Stock the prospective transferee(s), the Stockholder Shares to be transferred, sold and the proposed price, terms and conditions of the Transfer and Transfer. In the identity event that either a TA Investor or Principal Management Stockholder holds (x) the class of Stockholder Shares which are to be transferred, (y) securities convertible, exchangeable or exercisable for the transferee. Each class of Stockholder Shares which are to be transferred, or (z) securities into which the Sankaty Stockholders holding Series C Preferred Stock class of Stockholder Shares which are to be transferred are convertible, exchangeable or exercisable, then such TA Investor(s) and/or Principal Management Stockholder(s), as the case may be, may elect to participate in the contemplated sale Transfer by delivering written notice of such election to the Transferring Stockholder Transferor within 10 15 days after its receipt of the Offer Sale Notice. If any of such Sankaty Stockholders elects TA Investor or Principal Management Stockholder has elected to participate in such sale Transfer (the “a "Participating Stockholders”Stockholder"), the Transferor and each of the Transferring Participating Stockholder and the Participating Stockholders will be entitled to sell in the contemplated sale Transfer, at the same price and on the same terms, a number of shares Stockholder Shares of Preferred Stock such class, or securities convertible, exchangeable or exercisable for Stockholder Shares of such class (or securities into which such class of Stockholder Shares are convertible, exchangeable or exercisable), equal to the product of (i) the fraction, the numerator of which is quotient determined by dividing the number of shares Stockholder Shares of Series C Preferred Stock such class and securities convertible, exchangeable or exercisable for Stockholder Shares of such class held by such Person, and the denominator of which is Transferor or Participating Stockholder by the aggregate number of Series C Preferred Stock Stockholder Shares of such class and securities convertible, exchangeable or exercisable for Stockholder Shares of such class owned by the Transferring Stockholder Transferor and the all Participating Stockholders, multiplied by Stockholders and (ii) the number of shares Stockholder Shares of Series C Preferred Stock such class and securities convertible, exchangeable or exercisable for Stockholder Shares of such class to be sold by the Transferring Stockholder and the Participating Stockholders in the contemplated sale. As Transfer; provided, that Stockholder Shares which have not vested (and will not vest as a condition result of such transaction) or are subject to any Transfer repurchase by the Transferring Stockholder, Company for less than fair market value shall not be counted as Stockholder Shares for purposes of the Transferring Stockholder must above calculation. The Transferor shall use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of all Participating Stockholders in any contemplated sale and will not transfer any of its Securities to the prospective transferee(s) if the prospective transferee(s) declines to allow the participation of the Participating Stockholders on the terms specified herein.Participating

Participation Rights. No HIG At least thirty (30) days prior to any Transfer of Stockholder may make Shares by OEP or by any Permitted Transferee of OEP that has become a Stockholder hereunder (each, a "SIGNIFICANT STOCKHOLDER") (other than (i) pursuant to a Public Sale, (ii) a Transfer to any Permitted Transferee(s), (iii) an Exempt Transfer, or (iv) redemptions of Series C Preferred Stock pursuant to clause (a)(iv) the Company's Articles of Section 2.1 unless such HIG Incorporation), the transferring Significant Stockholder complies with the provisions of this Section 2.3. The transferring HIG Stockholder (the “Transferring Stockholder”) shall deliver a written notice (the “Offer Notice”"TAG-ALONG SALE NOTICE") to the Company and to each Sankaty Stockholder that holds Series C Preferred Stock. The Offer Notice will disclose other Stockholder, including the other Significant Stockholders (the "OTHER STOCKHOLDERS"), specifying in reasonable detail the proposed identity of the prospective transferee(s), the number and the class of shares of Series C Preferred Stock to be transferred, Transferred and the proposed price, terms and conditions of the Transfer and Transfer. In the identity event that any of the transferee. Each Other Stockholders hold the class of the Sankaty Stockholder Shares which are to be transferred, such Other Stockholders holding Series C Preferred Stock may elect to participate in the contemplated sale Transfer by delivering written notice to the Transferring transferring Significant Stockholder within 10 fifteen (15) days after receipt delivery of the Offer Tag-Along Sale Notice. If any of such Sankaty Other Stockholders elects elect to participate in such sale Transfer (the “Participating Stockholders”each a "PARTICIPATING STOCKHOLDER"), each and any of the Transferring Stockholder Shares specified in the Tag-Along Sale Notice are shares of Common Stock, the transferring Significant Stockholder and the each Participating Stockholders will Stockholder shall be entitled to sell in the contemplated sale Transfer, at the same price and on the same terms, a number of shares of Preferred Common Stock equal to the product of (i) the quotient determined by dividing the percentage of shares of Common Stock held by such Stockholder by the aggregate percentage of shares of Common Stock held by the transferring Significant Stockholder and all Participating Stockholders participating in such Transfer and (ii) the number of shares of Common Stock to be sold in the contemplated Transfer. All such determinations of the number of shares and percentage of Common Stock made under this SECTION 6(b) shall be made on a fully-diluted basis. FOR EXAMPLE, if the Tag-Along Sale Notice contemplated a sale of 100 shares of Common Stock by the transferring Significant Stockholder, and if the transferring Significant Stockholder at such time owns 30% of the total number of outstanding shares of Common Stock and if one Participating Stockholder elects to participate and such Stockholder owns 20% of the total number of outstanding shares of Common Stock, the transferring Significant Stockholder would be entitled to sell 60 shares (30% DIVIDED BY 50% x 100) and the Participating Stockholder would be entitled to sell 40 shares (20% DIVIDED BY 50% x 100). If any of the Stockholder Shares specified in the Tag-Along Sale Notice consists of any class of Preferred Stock, the transferring Significant Stockholder and each Participating Stockholder shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of shares of any class of Preferred Stock held by such Stockholder equal to the aggregate number of shares of Preferred Stock to be Transferred multiplied by a fraction, the numerator of which is the number liquidation value (plus accrued and unpaid dividends thereon) of such shares of Series C any class of Preferred Stock held owned by such Person, Participating Stockholder and the denominator of which is the aggregate number liquidation value (plus accrued and unpaid dividends thereon) of Series C such shares of all classes of Preferred Stock owned by all holders participating in such transaction. FOR EXAMPLE, if the Tag-Along Sale Notice contemplated a sale of 100 shares of Preferred Stock by the transferring Significant Stockholder and if the Preferred Stock owned by the Transferring transferring Significant Stockholder had a liquidation value (plus accrued and unpaid dividends thereon) of $1,080,000 and if one other holder elects to participate and the Participating StockholdersPreferred Stock owned by such electing holder has a liquidation value (plus accrued and unpaid dividends thereon) of $2,160,000, multiplied by (ii) the number of transferring Significant Stockholder would be entitled to sell 33 1/3 shares of Series C Preferred Stock to be sold by the Transferring Stockholder ((1,080,000 / 3,240,000) * 100 shares) and the Participating Stockholders in the contemplated saleelecting holder would be entitled to sell 66 2/3 shares ((2,160,000 / 3,240,000) * 100 shares) of Preferred Stock. As a condition The transferring Significant Stockholder shall use its reasonable best efforts to any Transfer by the Transferring Stockholder, the Transferring Stockholder must obtain the agreement of the prospective transferee(s) to the participation of all the Participating Stockholders in any contemplated sale Transfer, and will the transferring Significant Stockholder shall not transfer Transfer any of its Securities Stockholder Shares of such class to the prospective transferee(s) if unless (1) the prospective transferee(s) declines agrees to allow the participation of the Participating Stockholders or (2) the transferring Significant Stockholder agrees to purchase the number of such class of Stockholder Shares from any Participating Stockholders which the Participating Stockholders would have been entitled to sell (and at the price it would have received) pursuant to this SECTION 6(b). If any securities convertible, exchangeable or exercisable for any class of Stockholder Shares (or securities into which any class of Stockholder Shares are convertible, exchangeable or exercisable) are included in any Transfer under this SECTION 6(b), the purchase price for such securities shall be equal to the full purchase price determined hereunder for the Stockholder Shares covered by the portion of such securities to be transferred, reduced by the aggregate exercise price for such shares. Each Stockholder transferring Stockholder Shares pursuant to this SECTION 6(b) shall pay its PRO RATA share (based on the aggregate consideration to be received with respect to each class of stock to be sold, taking into account the relative preferences and priorities of the shares to be sold) of reasonable expenses incurred by the Stockholders in connection with such Transfer (other than transaction fees paid to the transferring Significant Stockholder or its Affiliates) and shall be obligated, on a several (and not on a joint and several) basis, to join on a PRO RATA basis (based on the aggregate consideration to be received with respect to each class of stock to be sold) in any representations, warranties, indemnification provisions or other obligations (including, without limitation, any escrow arrangements) that the transferring Significant Stockholder agrees to provide in connection with such Transfer (other than any such obligations that relate specifically to a particular Stockholder such as indemnification with respect to representations and warranties given by a Stockholder regarding such Stockholder's title to and ownership of Stockholder Shares); PROVIDED that no holder shall be obligated in connection with such Transfer to agree to indemnify or hold harmless the transferee(s) with respect to an amount in excess of the net cash proceeds paid to such holder in connection with such Transfer. If any Transfer is not consummated on the same terms specified hereinand conditions as set forth in the Tag-Along Sale Notice within ninety (90) days after the expiration of the notice periods described above, the transferring Significant Stockholder shall again comply with the terms of this SECTION 6(b) with respect to such Transfer.

Participation Rights. No HIG At least 10 business days prior to the Transfer (or series of Transfers) by any Stockholder may make (a "Transferring Stockholder") of Stockholder Shares representing more than 10% of the outstanding Stockholder Shares held by such Stockholder (other than pursuant to (i) a Public Sale or (ii) a Transfer of Series C Preferred Stock pursuant to clause (a)(ivunder Section 4(c), Section 4(d) of or Section 2.1 unless such HIG 5), the Transferring Stockholder complies with the provisions of this Section 2.3. The transferring HIG Stockholder (the “Transferring Stockholder”) shall will deliver a written notice (the “Offer "Sale Notice”") to the Company and to each Sankaty Stockholder that holds Series C Preferred Stock. The Offer Notice will disclose the Other Stockholders, specifying in reasonable detail the proposed number identity of shares of Series C Preferred Stock the prospective transferee(s), the Stockholder Shares to be transferred, sold and the proposed price, terms and conditions of the Transfer and Transfer. If the identity Other Stockholders hold shares of the transferee. Each class of the Sankaty Stockholders holding Series C Preferred Stock Stockholder Shares to be transferred, they may elect to participate in the contemplated sale Transfer by delivering written notice to the Transferring Stockholder within 10 5 business days after receipt delivery of the Offer Sale Notice. If any of such Sankaty Other Stockholders elects have elected to participate in such sale Transfer (the “"Participating Stockholders”"), each of the Transferring Stockholder and the each Participating Stockholders Stockholder will be entitled to sell in the contemplated sale Transfer, at the same price and on the same terms, a number of shares Stockholder Shares of Preferred Stock such class equal to the product of (i) the fraction, the numerator of which is quotient determined by dividing the number of shares Stockholder Shares of Series C Preferred Stock such class held by such Person, and the denominator of which is Person by the aggregate number of Series C Preferred Stock Stockholder Shares of such class owned by the Transferring Stockholder and the all Participating Stockholders, multiplied by Stockholders and (ii) the aggregate number of shares Stockholder Shares of Series C Preferred Stock such class to be sold in the contemplated Transfer; provided that for purposes of the foregoing, (A) Stockholder Shares which have not vested (and will not vest as a result of such transaction) or are subject to repurchase by the Company for less than fair market value shall not be considered to be Stockholder Shares and (B) all Stockholder Shares held by any Permitted Transferee of any Other Stockholder shall be deemed held by such Other Stockholder himself or itself; provided further that if the Transferring Stockholder intends to Transfer a strip of two or more classes of Stockholder Shares and the Participating Stockholders any Other Stockholder (including his or its Permitted Transferees) holds all such classes of Stockholder Shares, such Other Stockholder may only participate in the contemplated salesuch Transfer if such Other Stockholder participates with respect to all such classes of Stockholder Shares. As a condition to any Transfer by the Transferring Stockholder, the The Transferring Stockholder must shall use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of all the Participating Stockholders in any contemplated sale Transfer, and will the Transferring Stockholder shall not transfer Transfer any of its Securities Stockholder Shares to the prospective transferee(s) if unless (1) the prospective transferee(s) declines agrees to allow the participation of the Participating Stockholders or (2) the Transferring Stockholder agrees to purchase the number of such class of Stockholder Shares from any Participating Stockholders which the Participating Stockholders would have been entitled to sell pursuant to this Section 4(b). Each Stockholder participating in any transaction pursuant to this Section 4(b) shall be required to bear its pro rata share (based upon the number of shares sold) of the expenses incurred by the Stockholders in connection with such transaction to the extent such costs are incurred for the benefit of all such Stockholders and are not otherwise paid by the Company or the acquiring party and each Stockholder shall be obligated to join on a pro rata basis (based on the terms specified hereinnumber of shares sold) in any representations, warranties, indemnification provisions or other obligations (including without limitation any escrow arrangements) that the Transferring Stockholder agrees to provide in connection with such transaction (other than any such obligations that relate specifically to a particular Stockholder such as indemnification with respect to representations and warranties given by a Stockholder regarding such Stockholder's title to and ownership of Stockholder Shares).

Participation Rights. No HIG At least forty (40) days prior to any Transfer of Stockholder may make Shares (other than pursuant to a Public Sale or a Transfer of Series C Preferred Stock to the Company or an Investor Group pursuant to clause (a)(ivSection 5(c) of Section 2.1 unless such HIG above and specifically excluding the Warrants and any Exempt Transfer), the Transferring Stockholder complies with the provisions of this Section 2.3. The transferring HIG Stockholder (the “Transferring Stockholder”) shall deliver a written notice (the “Offer Sale Notice”) to the Company and to each Sankaty Stockholder that holds Series C Preferred Stock. The Offer Notice will disclose of the Tag-Along Stockholders (as defined below), specifying in reasonable detail the proposed class and number of shares of Series C Preferred Stock Stockholder Shares to be transferred, the proposed priceterms, terms and conditions of the proposed Transfer and the identity of the transfereeprospective transferee(s) (which notice may be the same notice and given at the same time as the Offer Notice under Section 5(c) above where applicable). Each If neither the Company nor the Investor Groups have elected to purchase all of the Sankaty Stockholders holding Series C Preferred Stock Stockholder Shares specified in the Sale Notice, each member of each Investor Group, each Qualifying Executive and each Warrantholder which holds Stockholder Shares of the class to be transferred or, in the case of any Warrantholder, holds Warrants exercisable for the class of shares to be transferred (collectively, the “Tag-Along Stockholders”), may elect to participate in the contemplated sale Transfer by delivering written notice to the Transferring Stockholder within 10 days after receipt of the Offer Notice. If any of such Sankaty Stockholders elects to participate in such sale (the “Participating StockholdersTag-Along Notice”), each of ) to the Transferring Stockholder and the Participating Company within 35 days after receipt by the Stockholders will of the Sale Notice. If any Tag-Along Stockholder in addition to the Transferring Stockholder has elected to participate in such Transfer, the Transferring Stockholder and each such electing Tag-Along Stockholder shall be entitled to sell in the contemplated sale Transfer, at the same price per share and on the same terms, a number of shares Stockholder Shares of Preferred Stock such class equal to the product of (i) the fraction, quotient determined by dividing the numerator percentage of which is the number Stockholder Shares of shares of Series C Preferred Stock such class held by such Person, and Person (assuming the denominator exercise of which is all Warrants) by the aggregate number percentage of Series C Preferred Stock Stockholder Shares of such class owned by the Transferring Stockholder and the Participating Stockholders, multiplied by Tag-Along Stockholders participating in such Transfer (assuming the exercise of all Warrants) and (ii) the number of shares Stockholder Shares of Series C Preferred Stock such class to be sold by in the contemplated Transfer. Notwithstanding the foregoing, in the event that the Transferring Stockholder and the Participating Stockholders intends to Transfer more than one class of Stockholder Shares, each Tag-Along Stockholder participating in such Transfer shall be required to sell in the contemplated sale. As Transfer a condition to any Transfer by the Transferring Stockholder, the Transferring pro rata portion of Stockholder must obtain the agreement Shares of the prospective transferee(s) all such classes (to the participation extent such Tag-Along Stockholder owns any shares of all Participating Stockholders in any contemplated sale and will not transfer any such other classes of its Securities to the prospective transferee(s) if the prospective transferee(s) declines to allow the participation of the Participating Stockholders on the terms specified herein.Stockholder Shares or

Participation Rights. No HIG Not less than 30 days prior to any proposed transfer of Common Stock by KCSN Acquisition Company, L.P., a Delaware limited partnership ("KCSN"), or any Affiliate of KCSN (each, a "Stockholder"), such transferring Stockholder may make a Transfer of Series C Preferred Stock pursuant to clause (a)(iv) of Section 2.1 unless such HIG Stockholder complies with the provisions of this Section 2.3. The transferring HIG Stockholder (the “Transferring Stockholder”) shall deliver to the holders of Warrants or Warrant Shares a written notice (the “Offer "Sale Notice”") to the Company and to each Sankaty Stockholder that holds Series C Preferred Stock. The Offer Notice will disclose specifying in reasonable detail the proposed number identity of shares of Series C Preferred Stock to be transferred, the proposed price, transferee(s) and the terms and conditions of the Transfer and the identity of the transfereeproposed transfer. Each holder of the Sankaty Stockholders holding Series C Preferred Stock Warrant Shares may elect to participate in the contemplated sale proposed transfer by delivering to the transferring Stockholder a written notice to of such election within the Transferring Stockholder within 10 days after receipt 20-day period following delivery of the Offer Sale Notice. If any holders of such Sankaty Stockholders elects Warrant Shares elect to participate in such sale (transfer, the “Participating Stockholders”), each of the Transferring transferring Stockholder and the Participating Stockholders each such participating holder of Warrant Shares will be entitled to sell in such proposed transfer, at the contemplated sale same price and on the same terms, a number of shares of Preferred Common Stock equal to the product of (i) the fraction, quotient determined by dividing the numerator percentage of which is the number of shares of Series C Preferred Common Stock then held by the transferring Stockholder or such Personparticipating holder of Warrant Shares, and as the denominator of which is case may be, by the aggregate number percentage of Series C Preferred the Common Stock owned then held by the Transferring transferring Stockholder and the Participating Stockholdersall participating holders of Common Stock (including those participating outside of this Section 21), multiplied by (ii) the number of shares of Series C Preferred Common Stock to be sold in such proposed transfer. For purposes of this Section 21(a), each participating holder of Common Stock shall be deemed to hold all shares of Common Stock acquirable pursuant to the exercise of options to purchase shares of Common Stock granted pursuant to the Company's 1997 Stock Option Plan ("Options") that are exercisable by the Transferring Stockholder and holder thereof on the Participating Stockholders in date of determination or the contemplated saleconversion of the 8.0% Convertible Subordinated Notes (the "Notes") then held by such holder. As The holders of Common Stock shall pay a condition pro rata portion of the transaction expenses associated with such transfer. This Section 21(a) shall not apply to any Transfer transfers to Affiliates of KCSN (provided that such Affiliates shall continue to be bound by the Transferring Stockholder, the Transferring Stockholder must obtain the agreement terms of the prospective transferee(s) to the participation of all Participating Stockholders in any contemplated sale and will not transfer any of its Securities to the prospective transferee(s) if the prospective transferee(s) declines to allow the participation of the Participating Stockholders on the terms specified hereinAgreement).

Participation Rights. No HIG Stockholder may make a At least 30 days prior to any Transfer of Series C Preferred Stock pursuant to clause (a)(iv) of Section 2.1 unless such HIG Stockholder complies with Shares by the provisions of this Section 2.3. The transferring HIG Original Stockholder (other than a Public Sale or an Exempt Sale), the “Transferring Stockholder”) Original Stockholder shall deliver a written notice (the “Offer "Sale Notice”") to the Company and to each Sankaty Stockholder that holds Series C Preferred Stock. The Offer Notice will disclose the Investor, specifying in reasonable detail the proposed identity of the prospective transferee(s), the number of shares of Series C Preferred Stock to be transferred, transferred and the proposed price, terms and conditions of the Transfer and the identity of the transfereeTransfer. Each of the Sankaty Stockholders holding Series C Preferred Stock The Investor may elect to participate in the contemplated sale Transfer at the same price per share (whether voting or non-voting stock) and on the same terms by delivering written notice to the Transferring Original Stockholder within 10 30 days after receipt delivery of the Offer Sale Notice. If any of such Sankaty Stockholders elects the Investor has elected to participate in such sale (Transfer, the “Participating Stockholders”), each of the Transferring Original Stockholder and the Participating Stockholders will Investor shall be entitled to sell in the contemplated sale Transfer, at the same price and on the same terms, a number of shares of Preferred Stock Stockholder Shares equal to the product of (i) the fraction, quotient determined by dividing the numerator percentage of which is the number of shares of Series C Preferred Stock held Stockholder Shares owned by such Person, and the denominator of which is Person by the aggregate number percentage of Series C Preferred Stock Stockholder Shares owned by the Transferring original Stockholder and the Participating Stockholders, multiplied by Investor and (ii) the number of shares of Series C Preferred Stock Stockholder Shares to be sold by the Transferring Stockholder and the Participating Stockholders in the contemplated saleTransfer. As For example, if the Sale Notice contemplated a condition to any Transfer sale of 100 Stockholder Shares by the Transferring Original Stockholder, and if the Transferring Original Stockholder must at such time owns 30% of all Stockholder Shares and if the Investor elects to participate and owns 20% of all Stockholder Shares, the Original Stockholder would be entitled to sell 60 shares (30% / 50% x 100 shares) and the Investor would be entitled to sell 40 shares (20% / 50% x 100 shares). The Original Stockholder shall use best efforts to obtain the agreement of the prospective transferee(s(transferees) to the participation of all Participating Stockholders the Investor in any contemplated sale Transfer and will to the inclusion of the Warrant and the Preferred Stock in the contemplated Transfer, and the Original Stockholder shall not transfer any of its Securities Stockholder Shares to the any prospective transferee(s) transferee if the such prospective transferee(s(transferees) declines to allow the participation of the Participating Stockholders on Investor or the terms specified hereininclusion of the Warrant and/or the Preferred Stock. If any portion of the Warrant is included in any Transfer of Stockholder Shares under this subparagraph 4(b), the purchase price for the Warrant shall be equal to the full purchase price determined hereunder for the Stockholder Shares covered by the portion of the Warrant to be transferred.

Participation Rights. No HIG (i) In the event a Transferring Stockholder may make who is also a holder of Controlling Stockholder Shares delivers an Offer Notice in accordance with Section 2B and the Eligible Purchaser(s) do not elect to purchase all of the Transfer Shares specified in such Offer Notice, such Transferring Stockholder shall, prior to any Transfer by such Transferring Stockholder of Series C Preferred Stock Transfer Shares pursuant to clause (a)(iv) of Section 2.1 unless such HIG Stockholder complies with the provisions of this Section 2.3. The transferring HIG Stockholder (the “Transferring Stockholder”) shall 2B(iv), deliver a written notice (the “Offer a "Tag-Along Sale Notice”") to each other holder of Stockholder Shares (each an "Eligible Stockholder" and, collectively, the Company "Eligible Stockholders") and to each Sankaty the Company; provided that a Tag-Along Sale Notice must be delivered only if the number of Transfer Shares, when combined with the aggregate number of Stockholder that holds Series C Preferred StockShares being concurrently sold by any Affiliate of the Transferring Stockholder or sold previously by such Transferring Stockholder or any Affiliate thereof pursuant to Section 2B(iv), exceeds ten percent (10%) of the aggregate number of shares of Common Stock (as such number shall be proportionately adjusted for all stock splits, stock dividends, share combinations and similar recapitalization transactions) issued to such Transferring Stockholder and its Affiliates pursuant to the Plan of Reorganization (any such excess Transfer Shares are referred to herein as the "Tag-Along Shares"). The Offer Tag-Along Sale Notice will shall disclose in reasonable detail the proposed number of shares each class of Series C Preferred Stock Tag-Along Shares that such Transferring Stockholder proposes to be transferredTransfer pursuant to Section 2B(iv), the proposed price, material terms and conditions of the Transfer, including the proposed price per share for each class of Tag-Along Shares (which shall be payable in cash upon consummation of such Transfer and or in installments of cash over time), the identity of the transferee. Each of the Sankaty Stockholders holding Series C Preferred Stock may elect to participate in the contemplated sale by delivering written notice to the Transferring Stockholder within 10 days after receipt of the Offer Notice. If any of such Sankaty Stockholders elects to participate in such sale (the “Participating Stockholders”prospective transferee(s), each of the Transferring Stockholder and the Participating Stockholders will be entitled to sell in the contemplated sale a number of shares of Preferred Stock equal to the product of (i) the fraction, the numerator of which is the number of shares of Series C Preferred Stock held by such Person, and the denominator of expenses which is the aggregate number of Series C Preferred Stock owned by the such Transferring Stockholder and the Participating Stockholders, multiplied by (ii) the number of shares of Series C Preferred Stock to be sold by the Transferring Stockholder and the Participating Stockholders anticipates incurring in the contemplated sale. As a condition to any Transfer by the Transferring Stockholder, the Transferring Stockholder must obtain the agreement of the prospective transferee(s) to the participation of all Participating Stockholders in any contemplated sale and will not transfer any of its Securities to the prospective transferee(s) if the prospective transferee(s) declines to allow the participation of the Participating Stockholders on the terms specified hereinconnection with such Transfer.

Participation Rights. No HIG At least 40 days prior to any Transfer of -------------------- Stockholder may make Shares (other than an Exempt Transfer or a Transfer of Series C Preferred Stock pursuant to clause Section 3(b)) by the Liberty investors or by a Transferring Stockholder (a)(iv) in the event such Transferring Stockholder has not sold all of the Offered Shares to the Company or to the Eligible Stockholders as provided in Section 2.1 unless 3(b)), then such HIG Stockholder complies with the provisions of this Section 2.3. The transferring HIG Stockholder (the “Transferring "Selling Stockholder”") shall deliver a written notice (the “Offer ------------------- "Sale Notice”") to the Company and to each Sankaty the other holders of Stockholder that holds Series C Preferred Stock. The Offer Notice will disclose Shares (the ----------- "Other Stockholders"), specifying in reasonable detail the proposed identity of the ------------------ prospective transferee(s), the class and number of shares of Series C Preferred Stock to be transferred, transferred and the proposed price, terms and conditions of the Transfer (which notice may be the same notice and given at the identity of same time as the transfereeOffer Notice under Section 3(b)). Each of the Sankaty The Other Stockholders holding Series C Preferred Stock may elect to participate in the contemplated sale Transfer at the same price per share and on the same terms by delivering written notice to the Transferring Selling Stockholder within 10 30 days after receipt delivery of the Offer Sale Notice. If any of such Sankaty Other Stockholders elects have elected to participate in such sale (Transfer, the “Participating Stockholders”), each of the Transferring Selling Stockholder and the Participating such Other Stockholders will shall each be entitled to sell in the contemplated sale Transfer, at the same price and on the same terms, a number of shares Stockholder Shares of Preferred Stock a particular class equal to the product of (i) the fraction, quotient determined by dividing the numerator percentage of which is the number such class of shares of Series C Preferred Stock held Stockholder Shares owned by such Person, and the denominator of which is Person by the aggregate number percentage of Series C Preferred Stock such class of Stockholder Shares owned by the Transferring Selling Stockholder and the Participating Stockholders, multiplied by Other Stockholders participating in such sale and (ii) the number of shares the class of Series C Preferred Stock Stockholder Shares to be sold by the Transferring Stockholder and the Participating Stockholders in the contemplated saleTransfer. As For example (by way of illustration only), if the Sale Notice contemplated a condition to any Transfer ----------------------------------------- sale of 100 shares of Common Stock by the Transferring Selling Stockholder, and if the Transferring Selling Stockholder must at such time owns 30% of all shares of Common Stock and if one Other Stockholder elects to participate and owns 20% of all shares of Common Stock the Selling Stockholder would be entitled to sell 60 shares of Common Stock (30%/50% x 100 shares) and the Other Stockholder would be entitled to sell 40 shares of Common Stock (20%/50% x 100 shares). Each Selling Stockholder shall use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of all Participating the electing Other Stockholders in any contemplated sale Transfer and will not to the inclusion (in the case of the Liberty Investors) of the Warrants exercisable into Stockholder Shares in the contemplated Transfer, and no Selling Stockholder shall transfer any of its Securities Stockholder Shares to the any prospective transferee(s) transferee if the such prospective transferee(s) transferee declines to allow the participation of the Participating Other Stockholders or the inclusion of the Warrants on the terms specified hereinset forth in this Section 3(c). If any portion of the Warrants is included in any Transfer of Stockholder Shares under this Section 3(c), the purchase price for the Warrants shall be equal to the full purchase price determined hereunder for the Stockholder Shares covered by the portion of the Warrants to be transferred, reduced by the aggregate exercise price for such shares. Each Stockholder selling Stockholder Shares pursuant to this Section 3(c) shall pay its pro rata share (based on the number of the class of Stockholder Shares to be sold) of the expenses incurred by the Stockholders in connection with such transfer and shall be obligated to join on a pro rata basis (based on the number of Stockholder Shares to be sold) in any indemnification or other obligations that the Selling Stockholder agrees to provide in connection with such transfer (other than any such obligations that relate specifically to a particular holder such as indemnification with respect to representations and warranties given by a holder regarding such holder's title to and ownership of Stockholder Shares); provided that no holder shall be obligated in connection with such Transfer to agree to indemnify or hold harmless the prospective transferees) with respect to an amount in excess of the net cash proceeds paid to such holder in connection with such Transfer.

Participation Rights. No HIG Stockholder may make a At least 30 days prior to any Transfer of Series C Preferred Stock Stockholder Shares (other than pursuant to clause (a)(iv) a Public Sale or Sale of Section 2.1 unless the Company), the holder of Stockholder Shares, or in the case of MDCP any Stockholder Shares or other shares of Common Stock, making such HIG Stockholder complies with the provisions of this Section 2.3. The transferring HIG Stockholder Transfer (the “"Transferring Stockholder”") shall deliver a written notice (the “Offer "Sale Notice”") to the Company and the other holders of Stockholder Shares of the same class or series as the shares of capital stock of the Company which the Transferring Stockholder proposes to each Sankaty Stockholder that holds Series C Preferred Stock. The Offer Notice will disclose transfer (the "Other Stockholders"), specifying in reasonable detail the proposed number identity of shares the prospective transferee(s), the class or series of Series C Preferred Stock Stockholder Shares to be transferred, the proposed price, number of shares to be transferred and the terms and conditions of the Transfer and the identity of the transfereeTransfer. Each of the Sankaty The Other Stockholders holding Series C Preferred Stock may elect to participate in the contemplated sale Transfer at the same price per share and on the same terms by delivering written notice to the Transferring Stockholder within 10 30 days after receipt delivery of the Offer Sale Notice. If any of such Sankaty Other Stockholders elects have elected to participate in such sale (the “Participating Stockholders”)Transfer, each of the Transferring Stockholder and the Participating Stockholders will such Other Stock holders shall be entitled to sell in the contemplated sale Transfer, at the same price and on the same terms, a number of shares Stockholder Shares of Preferred Stock such class or series equal to the product of (i) the fraction, quotient determined by dividing the numerator percentage of which is the number Stockholder Shares of shares of Series C Preferred Stock held such class or series owned by such Person, and the denominator of which is Person by the aggregate number percentage of Series C Preferred Stock Stockholder Shares of such class or series owned by the Transferring Stockholder and the Participating Stockholders, multiplied by Other Stockholders participating in such sale and (ii) the number of shares of Series C Preferred Stock Stockholder Shares to be sold by the Transferring Stockholder and the Participating Stockholders in the contemplated saleTransfer. As For example, if the Sale Notice contemplated a condition to any Transfer sale of 100 Stockholder Shares of a certain class or series by the Transferring Stockholder, and if the Transferring Stockholder must at such time owns 30% of all Stockholder Shares of such class or series and if one Other Stockholder elects to participate and owns 20% of all Stockholder Shares of such class or series, the Transferring Stockholder would be entitled to sell 60 such shares (30% / 50% x 100 shares) and the Other Stockholder would be entitled to sell 40 such shares (20% / 50% x 100 shares). Each Transferring Stockholder shall use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of all Participating the Other Stockholders in any contemplated sale Transfer, and will not no Transferring Stockholder shall transfer any of its Securities Stockholder Shares to the any prospective transferee(s) transferee if the such prospective transferee(s) declines to allow the participation of the Participating Stockholders Other Stockholders. Each Stockholder transferring Stockholder Shares pursuant to this paragraph 7E(ii) shall pay its pro rata share (based on the terms specified herein.number of Stockholder Shares to be sold) of the expenses incurred by the holders of Stockholder Shares in connection with such transfer and shall be obligated to join on a pro rata basis (based on the number of shares of capital stock to be sold) in any indemnification or other obligations that the Transferring Stockholder agrees to provide in connection with such transfer (other than any such obligations that relate specifically to a particular holder of Stockholder Shares such as indemnification with respect to representations and warranties given by a holder of Stockholder Shares regarding such holder's title to and ownership of Stockholder Shares; provided that no holder shall be obligated in connection with such Transfer to agree to indemnify or hold harmless the transferees with respect to an amount in excess of the net cash proceeds paid to such holder in connection with such Transfer). In the event any Transfer by MDCP of shares of capital stock of the Company gives any Person participation rights similar to those set forth in this paragraph 7E under any agreement entered into prior to the date hereof by and between the Company, MDCP and such other Person, each Purchaser acknowledges and agrees that such participation rights shall reduce (pro-rata based upon the number of Stockholders Shares held) the number of shares of capital stock of the Company otherwise to be Transferred by such Purchaser in accordance with the provisions of this paragraph 7E.

Participation Rights. No HIG Stockholder may make In the event of a Transfer of Series C Preferred Stock pursuant to clause (a)(iv) of Section 2.1 unless such HIG Stockholder complies with the provisions of this Section 2.3. The transferring HIG Stockholder Securities by any Investor (the “"Transferring Stockholder”) shall Investor"), at least 30 days prior to such Transfer (other than a Public Sale), such Transferring Investor will deliver a written notice (the “Offer "Sale Notice”") to the Company and the other Stockholders (the "Other Stockholders") if such Transferring Investor is transferring Stockholder Shares or to each Sankaty Stockholder that holds Series C Preferred Stock. The Offer Notice will disclose the Partnership and the other Partners (the "Other Partners") if such Transferring Investor is transferring Partnership Securities, specifying in reasonable detail the proposed number identity of shares of Series C Preferred Stock the prospective transferee(s), the Securities to be transferred, sold and the proposed price, terms and conditions of the Transfer and Transfer. In the identity event that the Other Stockholders or Other Partners (as the case may be) hold the type of the transferee. Each of the Sankaty Stockholders holding Series C Preferred Stock Securities which are to be transferred, they may elect to participate in the contemplated sale Transfer by delivering written notice to the such Transferring Stockholder Investor within 10 30 days after receipt delivery of the Offer Sale Notice. If any of such Sankaty Stockholders elects Other Stockholder or Other Partner has elected to participate in such sale (the “Participating Stockholders”)Transfer, each of the such Transferring Investor and each such Other Stockholder and the Participating Stockholders or Other Partner will be entitled to sell in the contemplated sale Transfer, at the same price and on the same terms, a number of shares of Preferred Stock Securities equal to the product of (i) the fraction, quotient determined by dividing the numerator percentage of which is the number of shares of Series C Preferred Stock such Securities held by such Person, person or entity by the aggregate percentage of such Securities owned by such Transferring Investor and the denominator of which is the aggregate number of Series C Preferred Stock owned by the Transferring Stockholder Other Stockholders and/or Other Partners participating in such sale and the Participating Stockholders, multiplied by (ii) the number of shares of Series C Preferred Stock such Securities to be sold by the Transferring Stockholder and the Participating Stockholders in the contemplated saleTransfer. As For example, if the Sale Notice contemplated a condition sale of 100 Stockholder Shares by a Transferring Investor, and if such Transferring Investor at such time owns 30% of all Stockholder Shares and if one Other Stockholder elects to any Transfer by the participate and owns 20% A Transferring Stockholder, the Transferring Stockholder must Investor shall use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of all Participating the Other Stockholders and/or Other Partners in any contemplated sale Transfer, and will notwithstanding any provision herein to the contrary, in the event that the prospective transferees do not allow such participation, such Transferring Investor may not transfer any of its Securities to the prospective transferee(s) if the prospective transferee(s) declines to allow the participation of the Participating Stockholders on the terms specified herein).

Participation Rights. No HIG Stockholder may make a Transfer of Series C Preferred Stock pursuant In the event that the Non-Transferring Shareholders fail to clause (a)(iv) of Section 2.1 unless such HIG Stockholder complies with purchase the provisions of this Section 2.3. The transferring HIG Stockholder (Crossroads Securities specified in the “Transferring Stockholder”) shall deliver a written notice (the “Offer Notice”) to the Company and to each Sankaty Stockholder that holds , any Series C Preferred Stock. The Offer Notice will disclose in reasonable detail the proposed number of shares of Series C Preferred Stock to be transferred, the proposed price, terms and conditions of the Transfer and the identity of the transferee. Each of the Sankaty Stockholders holding Series C Preferred Stock E Investor Shareholder may elect to participate in the contemplated sale Third Party Sale by delivering written notice to the Transferring Stockholder Shareholder within 10 15 days after receipt expiration of the Offer NoticeShareholder Election Period. If any of such Sankaty Stockholders a Series E Investor Shareholder elects to participate in such sale (the “Participating Stockholders”)Third Party Sale, each of the Transferring Stockholder Shareholder and the Participating Stockholders Series E Investor Shareholder(s) will be entitled to sell in the contemplated sale Third Party Sale, at the same price and on the same terms, a number of shares of Preferred Stock Securities proposed to be sold equal to the product of (i) the fraction, the numerator of which is the number of shares of Series C Preferred Stock Securities (on a fully-diluted basis) held by such Person, and the denominator of which is the aggregate number of Series C Preferred Stock shares of Securities (on a fully-diluted basis) owned by the Transferring Stockholder Shareholder and the Participating StockholdersSeries E Investor Shareholder(s), multiplied by MULTIPLIED BY (ii) the number of shares of Series C Preferred Stock Securities (on a fully-diluted basis) to be sold in the contemplated Third Party Sale. For example, if the notice from the Transferring Shareholder contemplated a sale of 100 shares of Securities by the Transferring Stockholder Shareholder and the Participating Stockholders Transferring Shareholder at such time owns 300 shares of Securities, and if a Series E Investor Shareholder elects to participate in such sale and the contemplated saleSeries E Investor Shareholder owns 200 shares of Securities (on a fully-diluted basis), such Transferring Shareholder would be entitled to sell 60 shares (300/500 x 100 shares) and the Series E Investor Shareholder would be entitled to sell 40 shares (200/500 x 100 shares). As a condition The Transferring Shareholder will use its best efforts to any Transfer by the Transferring Stockholder, the Transferring Stockholder must obtain the agreement of the prospective transferee(s) to the participation of all Participating Stockholders a Series E Investor Shareholder in any contemplated sale Third Party Sale and will not transfer any of its Securities to the prospective transferee(s) if the prospective transferee(s) declines to allow the participation of the Participating Stockholders Series E Investor Shareholder(s) on the terms specified herein.

Participation Rights. No HIG FFL Stockholder may make a Transfer of Series C Preferred Stock Securities pursuant to clause (a)(iva)(v) of Section 2.1 unless such HIG FFL Stockholder complies with the provisions of this Section 2.32.2. The At least twenty (20) days prior to any such Transfer, the transferring HIG FFL Stockholder (the “"Transferring Stockholder”") shall deliver a written notice (the “"Offer Notice”") to the Company and to each Sankaty Stockholder that holds Series C Preferred Stockof the other Stockholders. The Offer Notice will disclose in reasonable detail the proposed number of shares of Series C Preferred Stock Securities to be transferred, the class or classes and, if applicable, series of such Securities, the proposed price, terms and conditions of the Transfer and the identity of the transferee. Each of the Sankaty other Stockholders holding Series C Preferred Stock may elect to participate in the contemplated sale by delivering written notice to the Transferring Stockholder within 10 15 days after receipt of the Offer Notice. If any of such Sankaty other Stockholders elects to participate in such sale (the “"Participating Stockholders”"), each of the Transferring Stockholder and the Participating Stockholders will be entitled to sell in the contemplated sale a number of shares Eligible Securities of Preferred Stock such class and, if applicable, series equal to the product of (i) the fraction, the numerator of which is the number of shares Eligible Securities of Series C Preferred Stock such class and, if applicable, series (on a fully-diluted basis) held by such Person, and the denominator of which is the aggregate number of Series C Preferred Stock Eligible Securities of such class and, if applicable, series (on a fully-diluted basis) owned by the Transferring Stockholder and the Participating Stockholders, multiplied by (ii) the number of shares Eligible Securities of Series C Preferred Stock such class and, if applicable, series (on a fully-diluted basis) to be sold in the contemplated sale. For example, if the notice from the Transferring Stockholder contemplated a sale of 100 shares of Class C Common Stock by the Transferring Stockholder and the Transferring Stockholder at such time owns 300 shares of Class C Common Stock constituting Eligible Securities (on a fully-diluted basis), and if one Participating Stockholders Stockholder elects to participate in the contemplated salesuch sale and such Participating Stockholder owns 100 shares of Class A Common Stock and 100 shares of Class B Common Stock constituting Eligible Securities (on a fully-diluted basis), such Transferring Stockholder would be entitled to sell 60 shares of Common Stock (300/500 x 100 shares) and such Participating Stockholder would be entitled to sell 40 shares of Common Stock (200/500 x 100 shares). As a condition to any Transfer by the Transferring Stockholder, the Transferring Stockholder must obtain the agreement of the prospective transferee(s) to the participation of all Participating Stockholders in any contemplated sale and will not transfer any of its Securities to the prospective transferee(s) if the prospective transferee(s) declines to allow the participation of the Participating Stockholders on the terms specified herein.

Participation Rights. No HIG Stockholder may make a Transfer of Series C Preferred Stock pursuant In the event that the Non-Transferring Stockholders fail to clause (a)(iv) of Section 2.1 unless such HIG Stockholder complies with purchase the provisions of this Section 2.3. The transferring HIG Stockholder (Securities specified in the “Transferring Stockholder”) shall deliver a written notice (the “Offer Notice”) to the Company and to , each Sankaty Stockholder that holds Series C Preferred Stock. The Offer Notice will disclose in reasonable detail the proposed number of shares of Series C Preferred Stock to be transferred, the proposed price, terms and conditions of the Transfer and the identity of the transferee. Each of the Sankaty Non-Transferring Stockholders holding Series C Preferred Stock may elect to participate in the any such contemplated sale by any Transferring Stockholder other than the Paribas Stockholders by delivering written notice to the Transferring Stockholder within 10 15 days after receipt expiration of the Offer NoticeStockholder Election Period. If any of such Sankaty the Non-Transferring Stockholders elects to participate in such sale (the “Participating Stockholders”)sale, each of the Transferring Stockholder and the Participating such participating Non-Transferring Stockholders will be entitled to sell in the contemplated sale a number of shares of Preferred Stock Securities equal to the product of (i) the fraction, the numerator of which is the number of shares Securities of Series C Preferred the type or class to be transferred (on a fully-diluted basis treating all classes of Common Stock as a single class) held by such Person, and the denominator of which is the aggregate number of Series C Preferred Securities of the same type or class (on a fully-diluted basis, treating all classes of Common Stock as a single class) owned by the Transferring Stockholder and the Participating such participating Non-Transferring Stockholders, multiplied by (ii) the number of shares Securities of Series C Preferred the same type or class (on a fully-diluted basis treating all classes of Common Stock as a single class) to be sold in the contemplated sale. For example, if the notice from the Transferring Stockholder contemplated a sale of 100 shares of Common Stock by the Transferring Stockholder and the Participating Stockholders in the contemplated sale. As a condition to any Transfer by the Transferring Stockholder, the Transferring Stockholder must at such time owns 300 shares of Common Stock, and if one Non-Transferring Stockholder elects to participate in such sale and such Non-Transferring Stockholder owns 200 shares of Common Stock (on a fully-diluted basis), such Transferring Stockholder would be entitled to sell 60 shares (300/500 x 100 shares) and such Non-Transferring Stockholder would be entitled to sell 40 shares (200/500 x 100 shares). The Transferring Stockholder will use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of all Participating the Non-Transferring Stockholders in any contemplated sale and will not transfer any of its Securities to the prospective transferee(s) if the prospective transferee(s) declines to allow the participation of the Participating Non-Transferring Stockholders on the terms specified herein. In addition, in any sale pursuant to this Section 2.3, the Transferring Stockholder and any participating Non-Transferring Stockholder shall receive the same form and amount of consideration per Security as is given the other Non-Transferring Stockholders and the Transferring Stockholders, or if any such Person is given an option as to the form and amount of consideration to be received, all of such Persons will be given the same option, and no Stockholder will be entitled to receive any economic benefits which are not made available on a pro rata basis to all of the other Stockholders. In determining the amount of consideration per Security payable to any Stockholder in connection with any sale pursuant to this Section 2.3, all consulting, noncompetition, investment banking or other fees payable to such Stockholder in connection with such sale shall be deemed to be part of the consideration to be paid to such Stockholder in connection with such sale (other than any bona fide investment banking fees paid to the TA Stockholders in connection with any investment banking or advisory services rendered by them in connection with such sale).

Participation Rights. No HIG Stockholder may make a (i) At least 15 days prior to any Transfer of Series C Preferred Stock pursuant to clause (a)(ivany Xxxx Shares, the holder(s) of Section 2.1 unless such HIG Stockholder complies with the provisions of this Section 2.3. The transferring HIG Stockholder Xxxx Shares intending to Transfer Xxxx Shares (the “"Transferring Stockholder”") shall will deliver to the other Stockholders (collectively, the "Other Stockholders") a written notice (the “Offer a "Sale Notice”") to the Company and to each Sankaty Stockholder that holds Series C Preferred Stock. The Offer Notice will disclose specifying in reasonable detail the proposed number identity of shares of Series C Preferred Stock to be transferred, the proposed price, prospective transferee(s) and the terms and conditions of the Transfer and the identity of the transfereecontemplated Transfer. Each of the Sankaty The Other Stockholders holding Series C Preferred Stock may elect to participate in the contemplated sale Transfer by delivering written notice to the Transferring Stockholder within 10 15 days after receipt delivery of the Offer Sale Notice. If any of such Sankaty Other Stockholders elects have elected to participate in such sale (the “Participating Stockholders”)Transfer, each of the Transferring Stockholder and the Participating such Other Stockholders will be entitled to sell in the contemplated sale Transfer, at the same price and (subject to the last sentence of this Section 2(c)(i)) on the same terms, a number of shares of Preferred each class of Common Stock being transferred equal to the product of obtained by multiplying (iA) the fraction, the numerator of which is the number of shares of Series C Preferred Stock held quotient determined by such Person, and the denominator of which is the aggregate number of Series C Preferred Stock owned by the Transferring Stockholder and the Participating Stockholders, multiplied by dividing (iix) the number of shares of Series C Preferred such class of Common Stock owned by such Person by (y) the aggregate number of shares of such class of Common Stock then held by all Persons participating in such Transfer, including the Transferring Stockholder (such Person's "Pro Rata Share") by (B) the number of shares of such class of Common Stock to be sold by the Transferring Stockholder and the Participating Stockholders in the contemplated saleTransfer. As a condition If any Person participating in such Transfer elects to any Transfer by the Transferring Stockholderless than its Pro Rata Share, the shares which such Person had the right, but did not elect, to Transfer will be reoffered to the Persons participating in such Transfer who elected to Transfer their full Pro Rata Share (pro rata among such Persons based on their respective Pro Rata Shares), and so on until the Persons participating in such Transfer have elected to Transfer all shares to be sold in the contemplated Transfer. For purposes of determining the respective Pro Rata Shares, each Person will be deemed to hold all Common Stock held by them and their Affiliates (provided that no share of Common Stock shall be counted more than once for this purpose) and all such affiliated Persons shall be treated as a single Person. Notwithstanding the foregoing, in the event that a Transferring Stockholder must obtain intends to Transfer shares of more than one class of Common Stock, the agreement of the prospective transferee(s) Other Stockholders participating in such Transfer shall, to the participation extent they hold the classes of Common Stock intended to be Transferred, be required to sell in the contemplated Transfer a pro rata portion of shares of all Participating Stockholders such classes of Common Stock, which portion shall be determined in any contemplated sale and will not transfer any of its Securities to the prospective transferee(s) if the prospective transferee(s) declines to allow the participation of the Participating Stockholders on the terms specified hereinmanner set forth immediately above.

Participation Rights. No HIG At least 40 days prior to Transfer of any -------------------- Stockholder may make Shares by any Stockholder which, together with its Affiliates and Permitted Transferees, holds at least 10% of the Company's Common Stockholder Shares as of immediately prior to such Transfer (a "Significant Stockholder") ----------------------- (other than pursuant to (i) a Public Sale or (ii) a Transfer of Series C Preferred Stock pursuant to clause (a)(ivunder Section 2(d) of or Section 2.1 unless such HIG 3), the transferring Significant Stockholder complies with the provisions of this Section 2.3. The transferring HIG Stockholder (the “Transferring Stockholder”) shall will deliver a written notice (the “Offer "Sale Notice”") to the Company and to each Sankaty Stockholder that holds Series C Preferred Stock. The Offer Notice will disclose the other Stockholders (the "Other ----------- ----- Stockholders"), specifying in reasonable detail the proposed number identity of shares of Series C Preferred Stock the prospective ------------ transferee(s), the Stockholder Shares to be transferred, sold and the proposed price, terms and conditions of the Transfer and Transfer. In the identity event that the Other Stockholders hold shares of the transferee. Each class of the Sankaty Stockholders holding Series C Preferred Stock Stockholder Shares to be transferred, they may elect to participate in the contemplated sale Transfer by delivering written notice to the Transferring transferring Significant Stockholder within 10 15 days after receipt delivery of the Offer Sale Notice. If any of such Sankaty Other Stockholders elects have elected to participate in such sale Transfer (the “"Participating Stockholders”"), each of the Transferring transferring Significant Stockholder and the -------------------------- each Participating Stockholders Stockholder will be entitled to sell in the contemplated sale Transfer, at the same price and on the same terms, a number of shares Stockholder Shares of Preferred Stock such class equal to the product of (i) the fraction, the numerator of which is quotient determined by dividing the number of shares Stockholder Shares of Series C Preferred Stock such class held by such Person, and the denominator of which is Person by the aggregate number of Series C Preferred Stock Stockholder Shares of such class owned by the Transferring transferring Significant Stockholder and the all Participating Stockholders, multiplied by Stockholders and (ii) the number of shares Stockholder Shares of Series C Preferred Stock such class to be sold by the Transferring Stockholder and the Participating Stockholders in the contemplated sale. As Transfer; provided that for purposes of the foregoing, (A) Stockholder Shares which have not vested (and will not vest as a condition result of such transaction) or are subject to any Transfer repurchase by the Transferring StockholderCompany for less than fair market value shall not be considered to be Stockholder Shares and (B) all Stockholder Shares held by any Permitted Transferee of any Other Stockholder shall be deemed held by such Other Stockholder himself or itself; provided further that if the Significant Stockholder intends to Transfer a strip of two or more classes of Stockholder Shares and any Other Stockholder (including his or its Permitted Transferees) holds all such classes of Stockholder Shares, the Transferring such Other Stockholder must may only participate in such Transfer if such Other Stockholder participates with respect to all such classes of Stockholder Shares. The transferring Significant Stockholder shall use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of all the Participating Stockholders in any contemplated sale Transfer, and will the transferring Significant Stockholder shall not transfer Transfer any of its Securities Stockholder Shares to the prospective transferee(s) if unless (1) the prospective transferee(s) declines agrees to allow the participation of the Participating Stockholders or (2) the transferring Significant Stockholder agrees to purchase the number of such class of Stockholder Shares from any Participating Stockholders which the Participating Stockholders would have been entitled to sell pursuant to this Section 2(b). Each Stockholder involved in any transaction pursuant to this Section 2(b) shall be required to bear its pro rata share (based upon the number of shares sold or the number of shares to be acquired pursuant to options or other rights) of the expenses incurred by the Stockholders in connection with such transaction to the extent such costs are incurred for the benefit of all such Stockholders and are not otherwise paid by the Company or the acquiring party and each Stockholder shall be obligated to join on a pro rata basis (based on the terms specified hereinnumber of shares sold or the number of shares to be acquired pursuant to options or other rights) in any representations, warranties, indemnification provisions or other obligations (including without limitation any escrow arrangements) that the Significant Stockholder agrees to provide in connection with such transaction (other than any such obligations that relate specifically to a particular Stockholder such as indemnification with respect to representations and warranties given by a Stockholder regarding such Stockholder's title to and ownership of Stockholder Shares).

Participation Rights. No HIG Stockholder may make (a) At least 45 days prior to any Transfer of Equity Interests by any Subject Equityholder (other than a Transfer of Series C Preferred Stock to the Offerees pursuant to clause (a)(ivSection 1(b) of Section 2.1 unless such HIG Stockholder complies with or a permitted transfer under Sections 3 or 4 hereof), the provisions of this Section 2.3. The transferring HIG Stockholder (the “Transferring Stockholder”) Equityholder shall deliver a written notice (the “Offer Sale Notice”) to the Company and to each Sankaty Stockholder that holds Series C Preferred Stock. The Offer Notice will disclose Offerees, specifying in reasonable detail the proposed number identity of the prospective transferee(s), the amount of Equity Interests to be transferred and the terms and conditions of the Transfer (which notice may be the same notice and given at the same time as the Offer Notice under Section 1(b)). The Offerees may elect to convert shares of Series A Preferred Stock , shares of Series B Preferred Stock or shares of Series C Preferred Stock to be transferred, the proposed price, terms and conditions shares of the Transfer and the identity Common Stock (including via exercise of the transferee. Each Series C Warrants for shares of the Sankaty Stockholders holding Series C Preferred Stock may elect with a subsequent conversion to shares of Common Stock pursuant to the Certificate of Incorporation) in a manner consistent with the optional conversion provisions of Section 3(f) of Article VI of the Certificate of Incorporation and participate in the contemplated sale Transfer at the same price per share and on the same terms by delivering written notice to the Transferring Stockholder Equityholder within 10 30 days after receipt delivery of the Offer Sale Notice. If any of such Sankaty Stockholders elects Offerees have elected to participate in such sale (the “Participating Stockholders”)Transfer, each of the Transferring Stockholder Equityholder and the Participating Stockholders will such Offerees shall be entitled to sell in the contemplated sale a number Transfer, at the same price and on the same terms, an amount of shares of Preferred Stock Equity Interests equal to the product of (ix) the fractionquotient determined by dividing the Percentage Ownership of such Equityholder by the aggregate Percentage Ownership of the Transferring Equityholder and the Offerees participating in such sale and (y) the amount of Equity Interests to be sold in the contemplated Transfer (determined as if all Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (including the numerator of which is the number of shares of Series C Preferred Stock held by such Person, and the denominator issuable upon exercise of which is the aggregate number of outstanding Series C Preferred Warrants) converted into Common Stock owned by the Transferring Stockholder and the Participating Stockholders, multiplied by (iias set forth in Section 3(f) the number of shares of Series C Preferred Stock to be sold by the Transferring Stockholder and the Participating Stockholders in the contemplated sale. As a condition to any Transfer by the Transferring Stockholder, the Transferring Stockholder must obtain the agreement Article VI of the prospective transferee(s) Certificate of Incorporation immediately prior to the participation of all Participating Stockholders in any contemplated sale and will not transfer any of its Securities to the prospective transferee(s) if the prospective transferee(s) declines to allow the participation of the Participating Stockholders on the terms specified hereinsuch Transfer).

Participation Rights. No HIG (a) In the event that the other Institutional Stockholders fail to purchase the Restricted Securities specified in the Offer Notice, the Transferring Stockholder may make a Transfer of Series C Preferred Stock pursuant to clause (a)(iv) of Section 2.1 unless such HIG Stockholder complies with the provisions of this Section 2.3. The transferring HIG Stockholder (the “Transferring Stockholder”) shall deliver a offer, by written notice (the “Offer "Tag-along Notice”") each of the other Institutional Stockholders and each of the Other Stockholders (the "Non-Transferring Stockholders") the opportunity to participate in such sale, subject to the Company and to each Sankaty Stockholder that holds Series C Preferred Stock. The Offer Notice will disclose in reasonable detail the proposed number provisions of shares subparagraph (b) of Series C Preferred Stock to be transferred, the proposed price, terms and conditions of the Transfer and the identity of the transfereethis Section 3.3. Each of the Sankaty Non-Transferring Stockholders holding Series C Preferred Stock may elect to participate in the contemplated sale by delivering written notice to the Transferring Stockholder within 10 15 days after receipt of the Offer Tag-along Notice. If any of such Sankaty the Non-Transferring Stockholders elects to participate in such sale (the “Participating Stockholders”"Tag-along Sale"), each of the Transferring Stockholder and the Participating such participating Non-Transferring Stockholders will be entitled to sell sell, in the contemplated sale sale, at the same price and on the same terms, a number of shares of Preferred Stock Restricted Securities of the class proposed to be sold equal to the product of (i) the fraction, the numerator of which is the number of shares of Series C Preferred Stock Restricted Securities (on a fully-diluted basis, treating all classes of Restricted Securities as a single class) held by such Person, and the denominator of which is the aggregate number of Series C Preferred Stock shares of Restricted Securities (on a fully-diluted basis, treating all classes of Restricted Securities as a single class) owned by the Transferring Stockholder and the Participating such participating Non-Transferring Stockholders, multiplied by MULTIPLIED BY (ii) the number of shares of Series C Preferred Stock Restricted Securities (on a fully diluted basis) to be sold in the contemplated sale. For example, if the notice from the Transferring Stockholder contemplated a sale of 100 shares of Restricted Securities by the Transferring Stockholder and the Participating Stockholders in the contemplated sale. As a condition to any Transfer by the Transferring Stockholder, the Transferring Stockholder must obtain the agreement at such time owns 300 shares of the prospective transferee(s) Restricted Securities, and if one Non-Transferring Stockholder elects to the participation of all Participating Stockholders participate in any contemplated such sale and will not transfer any such Non-Transferring Stockholder owns 200 shares of its Restricted Securities (on a fully-diluted basis), such Transferring Stockholder would be entitled to the prospective transferee(ssell 60 shares (300/500 x 100 shares) if the prospective transferee(s) declines and such Non-Transferring Stockholder would be entitled to allow the participation of the Participating Stockholders on the terms specified hereinsell 40 shares (200/500 x 100 shares).

Participation Rights. No HIG At least 30 days prior to any Transfer by -------------------- CHS of Stockholder may make a Transfer of Series C Preferred Stock pursuant to clause Shares (a)(iv) of Section 2.1 unless such HIG Stockholder complies with the provisions of this Section 2.3. The transferring HIG Stockholder (the “Transferring Stockholder”) shall other than an Excluded Transfer), CHS will deliver a written notice (the “Offer "Sale ---- Notice”") to the Company and to each Sankaty Stockholder that holds Series C Preferred Stock. The Offer Notice will disclose the other Stockholders, specifying in reasonable ------ detail the proposed number identity of shares of Series C Preferred Stock the prospective transferee(s), the Stockholder Shares to be transferred, sold and the proposed price, terms and conditions of the Transfer and Transfer. In the identity event that the other Stockholders hold the class of Stockholder Shares which are to be transferred, or securities convertible, exchangeable or exercisable for the transferee. Each class of the Sankaty Stockholders holding Series C Preferred Stock Stockholder Shares which are to be transferred, they may elect to participate in the contemplated sale Transfer by delivering written notice to the Transferring Stockholder CHS within 10 15 days after receipt delivery of the Offer Sale Notice. If any of such Sankaty other Stockholders elects have elected to participate in such sale Transfer (the “"Participating Stockholders”"), CHS and -------------------------- each of the Transferring Participating Stockholder and the Participating Stockholders will be entitled to sell in the contemplated sale Transfer, at the same price and on the same terms, a number of shares Stockholder Shares of Preferred Stock such class, or securities convertible, exchangeable or exercisable for Stockholder Shares of such class, equal to the product of (i) the fractionquotient determined by dividing the percentage of Stockholder Shares of such class and securities convertible, the numerator exchangeable or exercisable for Stockholder Shares of which is the number of shares of Series C Preferred Stock such class held by such Person, and the denominator of which is Person by the aggregate number percentage of Series C Preferred Stock Stockholder Shares of such class and securities convertible, exchangeable or exercisable for Stockholder Shares of such class owned by the Transferring Stockholder CHS and the all Participating Stockholders, multiplied by Stockholders and (ii) the number of shares Stockholder Shares of Series C Preferred Stock such class and securities convertible, exchangeable or exercisable for Stockholder Shares of such class to be sold by the Transferring Stockholder and the Participating Stockholders in the contemplated saleTransfer. As a condition All fractional shares resulting from the calculation contained in the prior sentence will be rounded to any Transfer by the Transferring Stockholder, the Transferring Stockholder must nearest whole share. CHS shall use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of all the Participating Stockholders in any contemplated sale Transfer, and will CHS shall not transfer Transfer any of its Securities Stockholder Shares to the prospective transferee(s) if unless (A) the prospective transferee(s) declines agrees to allow the participation of the Participating Stockholders or (B) CHS agrees to purchase the number of such class of Stockholder Shares from any Participating Stockholders which the Participating Stockholders would have been entitled to sell pursuant to this Section 3(c). If any securities convertible, ------------ exchangeable or exercisable for Stockholder Shares are included in any Transfer under this Section 3(c), the purchase price for such securities shall be equal ------------ to the full purchase price determined hereunder for the Stockholder Shares covered by the portion of such securities to be transferred, reduced by the aggregate exercise price for such shares. Each Stockholder transferring Stockholder Shares pursuant to this Section 3(c) shall pay his or its pro rata ------------ share (based on the terms specified hereinnumber of Common Stockholder Shares to be sold) of the expenses incurred by the Stockholders in connection with such transfer and shall be obligated to join on a pro rata basis (based on the number of Common Stockholder Shares to be sold) in any indemnification or other obligations that CHS agrees to provide in connection with such transfer (other than any such obligations that relate specifically to a particular Stockholder, such as indemnification with respect to representations and warranties given by a Stockholder regarding such Stockholder's title to and ownership of Stockholder Shares; provided that no holder shall be obligated in connection with such Transfer to agree to indemnify or hold harmless the transferees with respect to an amount in excess of the net proceeds paid to such holder in connection with such Transfer).

Participation Rights. No HIG Stockholder may make a (i) At least 30 days prior to any Transfer of Series C Preferred shares of any class of Company Stock by any Spectrum Group Stockholder for value (other than pursuant to clause (a)(iv) a Spectrum Exempt Transfer or an Approved Sale), the transferring member of Section 2.1 unless such HIG Stockholder complies with the provisions of this Section 2.3. The transferring HIG Stockholder (the “Transferring Stockholder”) shall Spectrum Group Stockholders will deliver a written notice (the “Offer Sale Notice”) to the Company and to each Sankaty Stockholder that holds Series C Preferred Stock. The Offer Notice will disclose the Investor Stockholders (excluding the Spectrum Group Stockholders), specifying in reasonable detail the proposed number identity of shares of Series C Preferred Stock to be transferred, the proposed price, prospective transferee(s) (the “Proposed Purchaser”) and the terms and conditions of the Transfer and Transfer. Notwithstanding the identity restrictions contained in this Section 2, any or all of the transferee. Each of Investor Stockholders (excluding for purposes hereof the Sankaty Stockholders holding Series C Preferred Stock Spectrum Group Stockholders) may elect to participate in the contemplated sale Transfer by delivering written notice (a “Tag-Along Notice”) to the Transferring transferring Spectrum Group Stockholder within 10 days after receipt delivery of the Offer Sale Notice. If no Tag-Along Notice is received by such Spectrum Group Stockholder within such 10 day period, then such Investor Stockholders shall have no right to participate in the Transfer, and such Spectrum Group Stockholder shall have the right for a six-month period to transfer to the Proposed Purchaser up to the number of shares of Company Stock stated in the Sale Notice, on terms and conditions no move favorable to the Spectrum Group Stockholder than those stated in the Sale Notice. If any of such Sankaty Investor Stockholders elects (other than the Spectrum Group Stockholders) have elected to participate in such sale (the “Participating Stockholders”)Transfer, each of the Transferring Stockholder transferring Spectrum Group Stockholders and the Participating such participating Investor Stockholders will be entitled to sell in the contemplated sale Transfer, at the same price and on the same terms, a number of shares of Preferred such class of Company Stock equal to the product of (iA) the fraction, the numerator of which is quotient determined by dividing the number of shares of Series C Preferred such class of Company Stock held owned by such Person, and the denominator of which is person (calculated on a Fully Diluted Basis) by the aggregate number of Series C Preferred shares of such class of Company Stock owned by the Transferring Stockholder transferring Spectrum Group Stockholders and the Participating Stockholders, multiplied by Other Stockholders (iieach calculated on a Fully Diluted Basis) participating in such sale and (B) the number of shares of Series C Preferred such class of Company Stock to be sold by the Transferring Stockholder and the Participating Stockholders in the contemplated saleTransfer. As Notwithstanding the foregoing, in the event that the transferring Spectrum Group Stockholder(s) intend to Transfer shares of more than one class of Company Stock, then such Investor Stockholders participating in such Transfer shall be required to sell in the contemplated Transfer a condition pro rata portion of shares of all such classes of Company Stock (to the extent such participating Investor Stockholders own any Transfer shares of such other classes of Company Stock), which portion shall be determined in the manner set forth immediately above. For example (by way of illustration only), if the Sale Notice contemplated a sale of 100 shares of Company Stock by the Transferring transferring Spectrum Group Stockholder, and if the Transferring transferring Spectrum Group Stockholder must obtain the agreement at such time owns 30% of the prospective transferee(s) Company Stock and if only one Investor Stockholder elects to the participation of all Participating Stockholders in any contemplated sale participate and will not transfer any of its Securities to the prospective transferee(s) if the prospective transferee(s) declines to allow the participation owns 20% of the Participating Stockholders on Company Stock, the terms specified hereintransferring Spectrum Group Stockholder would be entitled to sell 60 shares (30% ÷ 50% x 100 shares) and such Investor Stockholder would be entitled to sell 40 shares (20% ÷ 50% x 100 shares).

Participation Rights. No HIG Stockholder may make a Transfer of Series C Preferred Stock pursuant Not less than 20 days prior to clause any proposed transfer (a)(ivincluding by merger, consolidation or otherwise) of Section 2.1 unless such HIG Stockholder complies with the provisions of this Section 2.3. The transferring HIG Stockholder (the “Transferring Stockholder”) Common Stock by Greenwich, Greenwich shall deliver to the Other Stockholders and the Warrant Agent a written notice (the “Offer Notice”"SALE NOTICE") to the Company and to each Sankaty Stockholder that holds Series C Preferred Stock. The Offer Notice will disclose specifying in reasonable detail the proposed number identity of shares of Series C Preferred Stock to be transferred, the proposed price, transferee(s) and the terms and conditions of the Transfer and the identity of the transfereeproposed transfer. Each of the Sankaty Stockholders holding Series C Preferred Stock Any Other Stockholder may elect to participate in the contemplated sale proposed transfer by delivering to Greenwich a written notice to of such election within the Transferring Stockholder within 10 days after receipt business day period following delivery of the Offer Sale Notice. If any of such Sankaty one or more Other Stockholders elects elect to participate in such sale transfer (the “Participating Stockholders”"PARTICIPATING STOCKHOLDERS"), Greenwich and each of the Transferring such Participating Stockholder and the Participating Stockholders will be entitled to sell in such proposed transfer, at the contemplated sale same price and on the same terms, a number of shares of Preferred Common Stock equal to the product of (i) the fraction, quotient determined by dividing the numerator percentage of which is the number of shares of Series C Preferred Company's Common Stock then held by Greenwich or such PersonParticipating Stockholder, and as the denominator of which is case may be, by the aggregate number percentage of Series C Preferred the Common Stock owned then held by the Transferring Stockholder Greenwich and the all Participating Stockholders, multiplied by (ii) the number of shares of Series C Preferred Common Stock to be sold in such proposed transfer. For purposes of this Section 9, the amount of Common Stock held by each Participating Stockholder who is an Employee Stockholder shall be deemed to include all shares of Common Stock acquirable pursuant to the exercise of Vested Options then held by such Participating Stockholder, provided that such Employee Stockholder exercises such Vested Options prior to or in connection with such transfer. The Participating Stockholders shall pay a pro rata portion of the transaction expenses associated with such transfer. Notwithstanding the foregoing, this Section 9 shall not apply to (i) transfers by Greenwich of up to an aggregate of 20% of the outstanding Common Stock, (ii) transfers by Greenwich to Affiliates of Greenwich, provided that each such Affiliate agrees in writing to be bound by the Transferring Stockholder provisions of this Agreement binding Greenwich, (iii) transfers pursuant to Rule 144 under the Securities Act (or any successor provision), (iv) transfers pursuant to Section 8, or (v) transfers pursuant to Section 10. "COMMON STOCK" for purposes of this Section 9 shall include the shares of Common Stock issuable upon the exercise of the SG Warrants provided that the SG Warrants are exercised prior to or at the closing of the Approved Sale. The parties hereto acknowledge that this Section 9 is for the benefit of the holder(s) of SG Warrants and the Participating Stockholders shares of Common Stock into which the SG Warrants are exercisable and their successors or assigns. The Company agrees to provide notice to the Warrant Agent (as defined in the contemplated sale. As a condition Warrant Agreement) of any Sale Notice delivered pursuant to any Transfer by the Transferring Stockholder, the Transferring Stockholder must obtain the agreement of the prospective transferee(s) to the participation of all Participating Stockholders in any contemplated sale and will not transfer any of its Securities to the prospective transferee(s) if the prospective transferee(s) declines to allow the participation of the Participating Stockholders on the terms specified hereinthis Section 9.

Participation Rights. No HIG Stockholder may make For a Transfer period of Series C Preferred Stock pursuant to clause (a)(iv) of Section 2.1 unless such HIG Stockholder complies with 24 months from the provisions date of this Section 2.3. The transferring HIG Stockholder (Agreement, the “Transferring Stockholder”) shall deliver a written notice (the “Offer Notice”) Company hereby grants to the Company and to each Sankaty Stockholder that holds Series C Preferred Stock. The Offer Notice will disclose in reasonable detail the proposed number of shares of Series C Preferred Stock to be transferred, the proposed price, terms and conditions of the Transfer and the identity of the transferee. Each of the Sankaty Stockholders holding Series C Preferred Stock may elect Buyer a right to participate in the contemplated purchase of any New Securities (as defined below) that the Company may, from time to time, propose to issue and sell in connection with any financing transaction, as follows. Not later than 5 Trading Days prior to the execution of any definitive documentation relating to the sale of any New Securities to any person or entity other than the Buyer or an Affiliate of the Buyer (a “New Person”), the Company shall deliver written notice to Buyer of its intent to enter into any such transaction, describing the New Person and the type of New Securities in reasonable detail, and attaching to such notice copies of such definitive documentation. The Buyer shall have 20 Trading Days after receipt of such notice to purchase up to 25% of such New Securities, at the price and on the terms specified in such notice by delivering giving written notice to the Transferring Stockholder Company specifying the amount of New Securities to be purchased by the Buyer. In the event the Company has not sold such New Securities to the New Person within 10 days Trading Days after receipt notice thereof to the Buyer, the Company shall not thereafter issue or sell any New Securities to any New Person without first again complying with this Section. “New Securities” shall mean any shares of Common Stock, preferred stock or any other equity securities of the Offer Notice. If any of such Sankaty Stockholders elects to participate in such sale (the “Participating Stockholders”), each Company or securities convertible or exchangeable for equity securities of the Transferring Stockholder and the Participating Stockholders will be entitled to sell in the contemplated sale a number of shares of Preferred Stock equal to the product of Company, provided, however, that New Securities shall not include, (i) the fraction, the numerator of which is the number of shares of Series C Preferred Common Stock held by such Personissuable upon conversion or exercise of any securities outstanding as of the date hereof, and the denominator of which is the aggregate number of Series C Preferred Stock owned by the Transferring Stockholder and the Participating Stockholders, multiplied by (ii) shares, options or warrants for Common Stock granted to officers, directors and employees of the number Company pursuant to stock option plans approved by the Board of Directors of the Company, (iii) shares of Series C Preferred Common Stock or securities convertible or exchangeable for Common Stock issued pursuant to be sold the acquisition of another company by consolidation, merger, or purchase of all or substantially all of the Transferring Stockholder assets of such company or (iv) shares of Common Stock or securities convertible or exchangeable into shares of Common Stock issued in connection with a strategic transaction involving the Company and the Participating Stockholders issued to an entity or an affiliate of such entity that is engaged in the contemplated salesame or substantially related business as the Company. As a condition The Buyer rights hereunder shall not prohibit or limit the Company from selling any New Securities so long as the Company makes the same offer to the Buyer as provided herein. Otherwise the Company shall be prohibited from selling any New Securities to any Transfer by the Transferring Stockholder, the Transferring Stockholder must obtain the agreement of the prospective transferee(s) to the participation of all Participating Stockholders in any contemplated sale and will not transfer any of its Securities to the prospective transferee(s) if the prospective transferee(s) declines to allow the participation of the Participating Stockholders on the terms specified hereinNew Person until it fully complies herewith.

Participation Rights. No HIG Stockholder may make a At least 30 days prior to any Transfer of Series C Preferred Stock pursuant to clause Stockholder Shares (a)(ivother than a Public Sale or Transfer under Section 2(d) of Section 2.1 unless such HIG Stockholder complies with hereof) the provisions of this Section 2.3. The transferring HIG Stockholder Principal Holder (the “"Transferring Stockholder”Principal Holder") shall deliver a written notice (the “Offer "Sale Notice”") to the Company and holders of Underlying Common Stock, and pursuant to each Sankaty Stockholder that holds Series C Preferred Stock. The Offer Notice will disclose the Class A Agreement to the Class A Holders, specifying in reasonable detail the proposed identity of the prospective transferees, the number of shares of Series C Preferred Stock to be transferred, and the proposed price, terms and conditions of the Transfer Transfer. The holders of Underlying Common Stock, and the identity of Class A Holders pursuant to the transferee. Each of the Sankaty Stockholders holding Series C Preferred Stock Class A Agreement, may elect to participate in the contemplated sale Transfer at the same price per share and on the same terms by delivering written notice to the Transferring Stockholder Principal Holder within 10 30 days after receipt delivery of the Offer Sale Notice. If any holders of such Sankaty Stockholders elects Underlying Common Stock have elected to participate in such sale (the “Participating Stockholders”)Transfer, each of the Transferring Stockholder Principal Holder, any participating Class A Holders, and the Participating Stockholders will such holders of Underlying Common Stock shall be entitled to sell in the contemplated sale Transfer, at the same price and on the same terms, a number of shares of Preferred Stock Stockholder Shares equal to the product of (i) the fraction, quotient determined by dividing the numerator percentage of which is the number of shares of Series C Preferred Stock held Stockholder Shares owned by such Person, and the denominator of which is Person by the aggregate number percentage of Series C Preferred Stock Stockholder Shares owned by the Transferring Stockholder Principal Holder, Class A Holders, and the Participating Stockholders, multiplied by holders of Underlying Common Stock participating in such sale and (ii) the number of shares of Series C Preferred Stock Stockholder Shares to be sold in the contemplated Transfer. For example, if the Sale Notice contemplated a sale of 100 Stockholder Shares by the Transferring Stockholder Principal Holder, and the Participating Stockholders in the contemplated sale. As a condition to any Transfer by if the Transferring StockholderPrincipal Holder at such time owns 30% of all Stockholder Shares and if one holder of Underlying Common Stock and one Class B Holder elect to participate and each owns 10% of all Stockholder Shares, the Transferring Stockholder must Principal Holder would be entitled to sell 60 shares (30% / 50% x 100 shares) and the holder of Underlying Common Stock would be entitled to sell 20 shares (10% / 50% x 100 shares). Each Transferring Principal Holder shall use best efforts to obtain the agreement of the prospective transferee(s) transferees to the participation of all Participating Stockholders the holders of Underlying Common Stock in any contemplated sale Transfer and will not no Transferring Principal Holder shall transfer any of its Securities Stockholder Shares to the any prospective transferee(s) transferee if the such prospective transferee(s) transferee declines to allow the participation of the Participating Stockholders on holders of Underlying Common Stock unless the terms specified hereinTransferring Principal Holder agrees to purchase from the holders of Underlying Common Stock the number of Stockholder Shares each such holder would otherwise be entitled to sell in the contemplated Transfer pursuant to this Section 2(b).

Participation Rights. No HIG At least 40 days prior to any sale, transfer, assignment, pledge or other disposal (a "Transfer") of any Stockholder may make Shares by the Investor or any of its Affiliates after which the Investor or such Affiliate would not have control of the Company (other than a Transfer distribution of Series C Preferred Stock such shares to the Investor's limited and general partners pursuant to clause (a)(iv) the partnership agreement then in effect between such partners), or the prospective transferee would have control of Section 2.1 unless such HIG Stockholder complies with the provisions of this Section 2.3. The transferring HIG Stockholder (Company, the “Transferring Stockholder”) Investor shall deliver a written notice (the “Offer "Sale Notice”") to the Company and to each Sankaty Stockholder that holds Series C Preferred Stock. The Offer Notice will disclose of the other Stockholders (the "Other Stockholders"), specifying in reasonable detail the proposed number class(es) of shares of Series C Preferred Stock the Stockholder Shares to be transferred, the proposed price, identity of the prospective transferee(s) and the terms and conditions of the Transfer. If the consideration to be paid in connection with such Transfer and is other than cash, the identity of Investor will provide the transfereeOther Stockholders with all material information in the Investor's possession regarding such non-cash consideration. Each of the Sankaty The Other Stockholders holding Series C Preferred Stock may elect to participate in the contemplated sale Transfer by delivering written notice to the Transferring Stockholder Investor within 10 30 days after receipt delivery of the Offer Sale Notice. If With respect to each class of Stockholder Shares to be Transferred, if any of such Sankaty Other Stockholders elects have elected to participate in such sale (Transfer, the “Participating Stockholders”), each of the Transferring Stockholder Investor or such Affiliate and the Participating such Other Stockholders will shall be entitled to sell in the contemplated sale Transfer, at the same price and on the same terms, a number of shares Stockholder Shares of Preferred Stock such class equal to the product of (i) the fraction, the numerator of which is quotient determined by dividing (1) the number of shares Stockholder Shares of Series C Preferred Stock such class held by such Person, and the denominator of which is Person by (2) the aggregate number of Series C Preferred Stock Stockholder Shares of such class owned by the Transferring Stockholder Investor or such Affiliate and the Participating Stockholders, multiplied by Other Stockholders participating in such sale and (ii) the aggregate number of shares such class of Series C Preferred Stock Stockholder Shares to be sold by the Transferring Stockholder and the Participating Stockholders in the contemplated saleTransfer. As For purposes of the preceding sentence, all Stockholder Shares held by any Permitted Transferee of any Other Stockholder shall be deemed held by such Other Stockholder himself. Any Stockholder Shares referred to in a condition Sale Notice which are not transferred by the Investor during the 90-day period immediately following the date on which such Sale Notice has been given to the Other Stockholders (at a price and on terms no more favorable to the Investor than specified in the Sale Notice) will be subject to the provisions of this paragraph 7 upon subsequent transfer. The restrictions on the Transfer of Stockholder Shares set forth in this paragraph 7 will terminate (A) with respect to all Stockholder Shares upon the occurrence of a Public Offering and (B) with respect to any Transfer by particular Stockholder Share, when such Stockholder Share has been (x) effectively registered under the Transferring Stockholder, Securities Act and disposed of in accordance with the Transferring Stockholder must obtain the agreement of the prospective transferee(sregistration statement covering them or (y) sold to the participation of all Participating Stockholders public through a broker, dealer or market maker pursuant to Rule 144 (or any similar provision then in force) under the Securities Act. The provisions contained in this paragraph 7 shall supersede any restrictions on transfer or other contrary provisions contained in any contemplated sale and will not transfer other agreement, document or instrument to which any of its Securities to the prospective transferee(s) if the prospective transferee(s) declines to allow the participation of the Participating Stockholders on the terms specified hereinOther Stockholder is a party.

Participation Rights. No HIG Stockholder may make (i) Except as otherwise specifically set forth in this Agreement, at least thirty (30) days prior to any Transfer of shares of any class of Capital Stock by any member of the Xxxx Group or the SXI Group (the "Transferring ------------ Shareholder") (other than a Transfer among the members of Series C Preferred Stock pursuant the Xxxx Group or ----------- their Affiliates, among the members of the SXI Group or their Affiliates or to clause (a)(iv) an employee or director of Section 2.1 unless such HIG Stockholder complies with the provisions of this Section 2.3. The transferring HIG Stockholder (Company or its Subsidiaries), the “Transferring Stockholder”) shall Shareholder will deliver a written notice (the “Offer "Sale Notice”") to the Company and to each Sankaty Stockholder that holds Series C Preferred Stock. The Offer Notice will disclose ----------- the other Shareholders (the "Other Shareholders"), specifying in reasonable ------------------ detail the proposed number identity of shares of Series C Preferred Stock to be transferred, the proposed price, prospective transferee(s) and the terms and conditions of the Transfer and Transfer. Notwithstanding the identity restrictions contained in this Section 1, any or all of the transferee. Each of the Sankaty Stockholders holding Series C Preferred Stock Other Shareholders may elect to participate in the contemplated sale Transfer by delivering written notice to the Transferring Stockholder Shareholder within 10 ten (10) days after receipt delivery of the Offer Sale Notice. If any of such Sankaty Stockholders elects Other Shareholder has elected to participate in such sale Transfer (the “each such Other Shareholder, a "Participating Stockholders”Shareholder"), each of the Transferring Stockholder ------------------------- Shareholder and the Participating Stockholders Shareholders will be entitled to sell in the contemplated sale Transfer, at the same price and on the same terms, a number of shares of Preferred such class of Capital Stock equal to the product of (iA) the fraction, the numerator of which is quotient determined by dividing the number of shares of Series C Preferred such class of Capital Stock held owned by such Person, and the denominator of which is Participating Shareholder by the aggregate number of Series C Preferred shares of such class of Capital Stock owned by the Transferring Stockholder Shareholder and the all Participating Stockholders, multiplied by Shareholders and (iiB) the number of shares of Series C Preferred such class of Capital Stock to be sold in the contemplated Transfer. Notwithstanding the foregoing, in the event that the Transferring Shareholder intends to Transfer shares of more than one class of Capital Stock, the Participating Shareholders shall be required to sell in the contemplated Transfer a pro rata portion of shares of all such classes of Capital Stock (to the extent the Participating Shareholders own any shares of such other classes of Capital Stock), which portion shall be determined in the manner set forth in the immediately preceding sentence. For example (by way of illustration only), if the Sale ----------------------------------------- Notice contemplated a sale of 100 shares of Class A Common by the Transferring Stockholder Shareholder, and if the Transferring Shareholder at such time owns 30% of the Class A Common and if one Participating Shareholder elects to participate and owns 20% of the Class A Common (and all other Shareholders choose not to participate), then the Transferring Shareholder would be entitled to sell 60 shares (30% / 50% x 100 shares) and the Participating Stockholders in the contemplated sale. As a condition Shareholder would be entitled to any Transfer by the Transferring Stockholder, the Transferring Stockholder must obtain the agreement of the prospective transferee(s) to the participation of all Participating Stockholders in any contemplated sale and will not transfer any of its Securities to the prospective transferee(s) if the prospective transferee(s) declines to allow the participation of the Participating Stockholders on the terms specified hereinsell 40 shares (20% / 50% x 100 shares).

Participation Rights. No HIG At least 40 days prior to any sale, transfer, assignment, pledge or other disposal (a "Transfer") of any Stockholder may make Shares by any Stockholder which, together with its Affiliates and Permitted Transferees, holds at least 25% of the Common Stockholder Shares as of immediately prior to such Transfer (a "Significant Stockholder") (other than (i) pursuant to a Public Sale or (ii) a Transfer of Series C Preferred Stock pursuant to clause (a)(ivSection 3(c) of or Section 2.1 unless such HIG 4), the transferring Significant Stockholder complies with the provisions of this Section 2.3. The transferring HIG Stockholder (the “Transferring Stockholder”) shall will deliver a written notice (the “Offer "Sale Notice”") to the Company and to each Sankaty Stockholder that holds Series C Preferred Stock. The Offer Notice will disclose the other Stockholders (the "Other Stockholders"), specifying in reasonable detail the proposed number identity of shares of Series C Preferred Stock the prospective transferee(s), the Stockholder Shares to be transferred, sold and the proposed price, terms and conditions of the Transfer and Transfer. In the identity event that the Other Stockholders hold (x) the class of Stockholder Shares which are to be transferred, (y) securities convertible, exchangeable or exercisable for the transferee. Each class of Stockholder Shares which are to be transferred, or (z) securities into which the Sankaty Stockholders holding Series C Preferred Stock class of Stockholder Shares which are to be transferred are convertible, exchangeable or exercisable, they may elect to participate in the contemplated sale Transfer by delivering written notice to the Transferring transferring Significant Stockholder within 10 15 days after receipt delivery of the Offer Sale Notice. If any of such Sankaty Other Stockholders elects have elected to participate in such sale Transfer (the “"Participating Stockholders”"), each of the Transferring transferring Significant Stockholder and the each Participating Stockholders Stockholder will be entitled to sell in the contemplated sale Transfer, at the same price and on the same terms, a number of shares Stockholder Shares of Preferred Stock such class, or securities convertible, exchangeable or exercisable for Stockholder Shares of such class (or securities into which such class of Stockholder Shares are convertible, exchangeable or exercisable), equal to the product of (i) the fraction, the numerator of which is quotient determined by dividing the number of shares Stockholder Shares of Series C Preferred Stock such class and securities convertible, exchangeable or exercisable for Stockholder Shares of such class held by such Person, and the denominator of which is Person by the aggregate number of Series C Preferred Stock Stockholder Shares of such class and securities convertible, exchangeable or exercisable for Stockholder Shares of such class owned by the Transferring transferring Significant Stockholder and the all Participating Stockholders, multiplied by Stockholders and (ii) the number of shares Stockholder Shares of Series C Preferred Stock such class and securities convertible, exchangeable or exercisable for Stockholder Shares of such class to be sold by the Transferring Stockholder and the Participating Stockholders in the contemplated sale. As Transfer; provided that for purposes of this sentence, (A) Stockholder Shares which have not vested (and will not vest as a condition result of such transaction) or are subject to any Transfer repurchase by the Transferring Stockholder, the Transferring Company for less than fair market value shall not be considered to be Stockholder must Shares and (B) all Stockholder Shares held by any Permitted Transferee of any Other Stockholder shall be deemed held by such Other Stockholder himself or itself. The transferring Significant Stockholder shall use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of all the Participating Stockholders in any contemplated sale Transfer, and will the transferring Significant Stockholder shall not transfer Transfer any of its Securities Stockholder Shares to the prospective transferee(s) if unless (1) the prospective transferee(s) declines agrees to allow the participation of the Participating Stockholders or (2) the transferring Significant Stockholder agrees to purchase the number of such class of Stockholder Shares from any Participating Stockholders which the Participating Stockholders would have been entitled to sell pursuant to this Section 3(a). If any securities convertible, exchangeable or exercisable for Stockholder Shares are included in any Transfer under this Section 3(a), the purchase price for such securities shall be equal to the full purchase price determined hereunder for the Stockholder Shares covered by the portion of such securities to be transferred, adjusted by the aggregate exercise price for such shares. Each Stockholder transferring Stockholder Shares pursuant to this Section 3(a) shall pay his or its pro rata share (based on the terms specified hereinnumber of Common Stockholder Shares to be sold) of the expenses incurred by the Stockholders in connection with such transfer and shall be obligated to join on a pro rata basis (based on the number of Common Stockholder Shares to be sold) in any indemnification or other obligations that the transferring Significant Stockholder agrees to provide in connection with such transfer (other than any such obligations that relate specifically to a particular Stockholder, such as indemnification with respect to representations and warranties given by a Stockholder regarding such Stockholder's title to and ownership of Stockholder Shares).

Participation Rights. No HIG Stockholder may make Until the earlier of one year after the Actual Effective Date or the first date on which the Preferred Stock is no longer outstanding, the Subscribers shall be given not less than seven (7) business days prior written notice of any proposed sale by the Company of its common stock or other securities or debt obligations, except in connection with (i) full or partial consideration in connection with a Transfer strategic merger, acquisition, consolidation or purchase of Series C Preferred substantially all of the securities or assets of corporation or other entity which holders of such securities or debt are not at any time granted registration rights, (ii) the Company's issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital which holders of such securities or debt are not at any time granted registration rights, (iii) the Company's issuance of Common Stock or the issuances or grants of options to purchase Common Stock pursuant to clause stock option plans and employee stock purchase plans described on SCHEDULE 5(D) hereto, (a)(iviv) as a result of Section 2.1 unless such HIG Stockholder complies the exercise of Warrants or conversion of Preferred Stock which are granted or issued pursuant to this Agreement, (v) the payment of dividends on the Preferred Stock and liquidated damages, (vi) as has been described in the Reports or Other Written Information filed with the provisions Commission not later than three Business Days before the Closing Date, and (vii) up to $200,000 of this Section 2.3. The transferring HIG Stockholder (the “Transferring Stockholder”) shall deliver a written notice (the “Offer Notice”) to the Company and to each Sankaty Stockholder that holds Series C Preferred Stock. The Offer Notice will disclose in reasonable detail the proposed number Stated Value of shares of Series C Preferred Stock to be transferredSunrise Equity Partners, LP on the proposed price, same terms and conditions of as the Transfer and Offering (collectively the identity of foregoing are "EXCEPTED ISSUANCES"). The Subscribers who exercise their rights pursuant to this Section 12(a) shall have the transferee. Each of right during the Sankaty Stockholders holding Series C Preferred Stock may elect to participate in the contemplated sale by delivering written notice to the Transferring Stockholder within 10 seven (7) business days after following receipt of the Offer Notice. If any of such Sankaty Stockholders elects notice to participate in such sale (offering of common stock, debt or other securities in accordance with the “Participating Stockholders”), each of the Transferring Stockholder terms and the Participating Stockholders will be entitled to sell conditions set forth in the contemplated notice of sale a number of shares in the same proportion to each other as their purchase of Preferred Stock equal to in the product Offering, in aggregate amount not exceeding the greater of (i) $3,000,000 or 10% of the fractionamount of such other offering. In the event such terms and conditions are modified during the notice period, the numerator Subscribers shall be given prompt notice of which is such modification and shall have the number right during the seven (7) business days following the notice of shares of Series C Preferred Stock held by modification to exercise such Person, and the denominator of which is the aggregate number of Series C Preferred Stock owned by the Transferring Stockholder and the Participating Stockholders, multiplied by (ii) the number of shares of Series C Preferred Stock to be sold by the Transferring Stockholder and the Participating Stockholders in the contemplated sale. As a condition to any Transfer by the Transferring Stockholder, the Transferring Stockholder must obtain the agreement of the prospective transferee(s) to the participation of all Participating Stockholders in any contemplated sale and will not transfer any of its Securities to the prospective transferee(s) if the prospective transferee(s) declines to allow the participation of the Participating Stockholders on the terms specified hereinright.

Participation Rights. No HIG Sponsor Stockholder may make a any Co-Sale Transfer or Series A Co-Sale Transfer of Series C Preferred Stock Securities pursuant to clause subclause (a)(ivc)(iv) of Section 2.1 unless such HIG Stockholder Sponsor Shareholder complies with the provisions of this Section 2.32.2. The At least 30 days prior to any such Co-Sale Transfer, the transferring HIG Stockholder (the “"Transferring Stockholder”") shall will deliver a written notice (the “"Offer Notice”") to the Company and to each Sankaty of the other Stockholders. The Offer Notice will disclose in reasonable detail the proposed number of Securities to be transferred, the class or classes of such Securities, the proposed price (including the Class B Price Per Share), terms and conditions of the Transfer and the identity of the transferee. Each of the other Stockholders may elect to participate in the contemplated sale by delivering written notice to the Transferring Stockholder within 30 days after delivery of the Offer Notice. If any of such other Stockholders elects to participate in such sale (the "Participating Stockholders"), each of the Transferring Stockholder and the Participating Stockholders will be entitled to sell in the contemplated sale, at the Class B Price Per Share, a number of Eligible Securities that holds constitute, or are convertible into, the number of shares of Class B Common Stock equal to the product of (i) the fraction, the numerator of which is the sum of the number of Eligible Co-Sale Securities (on a fully-diluted basis) held by such Person, and the denominator of which is the aggregate number of Eligible Co-Sale Securities (on a fully-diluted basis) owned by the Transferring Stockholder and the Participating Stockholders, multiplied by (ii) the number of Eligible Co-Sale Securities (on a fully-diluted basis) to be sold in the contemplated sale. For example, if the notice from the Transferring Stockholder contemplated a sale of 100 shares of Series C A Preferred Stock by the Transferring Stockholder, the Transferring Stockholder at such time owns 300 shares of Series A Preferred Stock and each share of Series A Preferred Stock at such time is convertible into one share of Class B-1 Common Stock, and if one Participating Stockholder elects to participate in such sale and such Participating Stockholder owns 100 shares of Class A Common Stock which constitute Eligible Securities and each share of Class A Common Stock at such time is convertible into one share of Class B-1 Common Stock, such Transferring Stockholder would be entitled to sell 75 shares of Series A Preferred Stock (convertible into 75 shares of Class B-1 Common Stock) (300/400 x 100 shares) and such Participating Stockholder would be entitled to sell 25 shares of Class A Common Stock (convertible into 25 shares of Class B-1 Common Stock) (100/400 x 100 shares). The Transferring Stockholder will use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Stockholders in any contemplated sale and will not transfer any of its Eligible Securities to the prospective transferee(s) if the prospective transferee(s) declines to allow the participation of the Participating Stockholders on the terms specified herein. In addition, at least 30 days prior to any such Series A Co-Sale Transfer, the transferring Stockholder (the "Transferring Series A Stockholder") will deliver a written notice (the "Series A Offer Notice") to the Company and to each of the other holders of Series A Preferred Stock. The Series A Offer Notice will disclose in reasonable detail the proposed number of shares of Series C A Preferred Stock to be transferred, the proposed price, terms and conditions of the Transfer and the identity of the transferee. Each of the Sankaty Stockholders holding other holders of Series C A Preferred Stock may elect to participate in the contemplated sale by delivering written notice to the Transferring Series A Stockholder within 10 30 days after receipt delivery of the Series A Offer Notice. If any of such Sankaty Stockholders other holders of Series A Preferred Stock elects to participate in such sale (the “"Participating Series A Stockholders”"), each of the Transferring Series A Stockholder and the Participating Series A Stockholders will be entitled to sell in the contemplated sale a number of shares of Series A Preferred Stock equal to the product of (i) the fraction, the numerator of which is the sum of the number of shares of Series C A Preferred Stock held by such Person, and the denominator of which is the aggregate number of shares of Series C A Preferred Stock owned by the Transferring Series A Stockholder and the Participating Series A Stockholders, multiplied by (ii) the number of shares of Series C A Preferred Stock to be sold by the Transferring Stockholder and the Participating Stockholders in the contemplated sale. As a condition The Transferring Series A Stockholder will use its best efforts to any Transfer by the Transferring Stockholder, the Transferring Stockholder must obtain the agreement of the prospective transferee(s) to the participation of all the Participating Series A Stockholders in any contemplated sale and will not transfer any of its Securities shares of Series A Preferred Stock to the prospective transferee(s) if the prospective transferee(s) declines to allow the participation of the Participating Series A Stockholders on the terms specified herein.