Common use of Participation Rights Clause in Contracts

Participation Rights. (a) At least 30 days prior to any Transfer of Common Stock by an Investor (other than a Transfer among the Investors, their partners or affiliates or to an employee of the Company or its Subsidiaries), the transferring Investor will deliver a Transfer Notice to the Company, Executive and all other holders of such class of Common Stock that have been granted participation rights similar to the participation rights granted herein (Executive and such other holders of Common Stock with participation rights collectively referred to as the "Other Stockholders"), specifying in reasonable detail the identity of the prospective transferee(s) and the terms and conditions of the Transfer. Notwithstanding the restrictions contained in this Section 6, the Other Stockholders may elect to participate in the contemplated Transfer by delivering written notice to the transferring Investor within 10 days after delivery of the Transfer Notice. If any Other Stockholders elect to participate in such Transfer, each of the transferring Investor and such Other Stockholders will be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of shares of such class of Common Stock equal to the product of (i) the quotient determined by dividing the number of shares of such class of Common Stock owned by such person by the aggregate number of shares of such class of Common Stock owned by the transferring Investor and the Other Stockholders participating in such sale and (ii) the number of shares of such class of Common Stock to be sold in the contemplated Transfer. Notwithstanding the foregoing, in the event that the transferring Investor intends to Transfer shares of more than one class of Common Stock, the Other Stockholders participating in such Transfer will be required to sell in the contemplated Transfer a pro rata portion of shares of all such classes of Common Stock, which portion will be determined in the manner set forth immediately above. For example (by way of illustration only), if the Transfer Notice contemplated a sale of 100 shares of Class L Common by the transferring Investor, and if the transferring Investor at such time owns 30% of the Class L Common and if one Other Stockholder elects to participate and owns 20% of the Class L Common, the transferring Investor would be entitled to sell 60 shares (30% / 50% x 100 shares) and the Other Stockholder would be entitled to sell 40 shares (20% / 50% x 100 shares).

Participation Rights. (a) At least 30 days prior to any Transfer of Common Stock by an Investor Stockholder Shares (other than pursuant to a Public Offering) by any Investor, such Investor making such Transfer among (the Investors, their partners or affiliates or “Transferring Investor”) shall deliver a written notice (the “Sale Notice”) to an employee of the Company or its Subsidiaries), and the transferring Investor will deliver a Transfer Notice to other Stockholders (the Company, Executive and all other holders of such class of Common Stock that have been granted participation rights similar to the participation rights granted herein (Executive and such other holders of Common Stock with participation rights collectively referred to as the "“Other Stockholders"”), specifying in reasonable detail the identity of the prospective transferee(s) ), the number and class of shares to be transferred and the terms and conditions of the Transfer. Notwithstanding the restrictions contained in this Section 6, the The Other Stockholders may elect to participate in the contemplated 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 Transferring Investor within 10 30 days after delivery of the Transfer Sale Notice. If any Other Stockholders elect have elected to participate in such Transfer, each of the transferring Transferring Investor and such Other Stockholders will shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of shares of such class of Common Stock Stockholder Shares equal to the product of (i) the quotient determined by dividing the number of shares percentage of such class of Common Stock Stockholder Shares owned by such person Person by the aggregate number of shares percentage of such class of Common Stock Stockholder Shares owned by the transferring Transferring Investor and the Other Stockholders participating in such sale and (ii) the number of shares Stockholder Shares of such class of Common Stock to be sold in the contemplated Transfer. Notwithstanding the foregoing, in the event that the transferring Investor intends to Transfer shares of more than one class of Common Stock, the Other Stockholders participating in such Transfer will be required to sell in the contemplated Transfer a pro rata portion of shares of all such classes of Common Stock, which portion will be determined in the manner set forth immediately above. For example (by way of illustration only)example, if the Transfer Sale Notice contemplated a sale of 100 shares of Class L Common Stock by the transferring Transferring Investor, and if the transferring Transferring Investor at such time owns 30% of the Class L all shares of Common Stock and if one Other Stockholder elects to participate and owns 20% of the Class L Commonall shares of Common Stock, the transferring Transferring Investor would be entitled to sell 60 shares (30% / ÷ 50% x 100 shares) and the Other Stockholder would be entitled to sell 40 shares (20% / ÷ 50% x 100 shares). Each Transferring Investor shall use best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Other Stockholders in any contemplated Transfer. If any prospective transferee refuses to purchase Stockholder Shares from any Other Stockholder, the Transferring Investor, may, at its option, purchase such Stockholder Shares from such Other Stockholder. No Transferring Investor shall transfer any of its Stockholder Shares to any prospective transferee if such prospective transferee declines to allow the participation of any Other Stockholder or if the Transferring Investor has not purchased the Stockholder Shares from an Other Stockholder in accordance with the immediately preceding sentence. Each Stockholder transferring Stockholder Shares pursuant to this Section 6(b) shall pay its pro rata share (based on the number 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 Transferring Investor 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 cash proceeds paid to such holder in connection with such Transfer).

Participation Rights. (ai) At least 30 20 days prior to any Transfer of Common Stock Stockholder Shares by an Investor (other than a Transfer among the Investors, their partners or affiliates or to an employee any member of the Company or its SubsidiariesXxxx Group (the "Transferring Stockholder"), the transferring Investor Transferring Stockholder will deliver a written notice (the "Transfer Notice Notice") to the Company, Executive the Xxxxxx Group and all other holders of such class of Common Stock that have been granted participation rights similar to the participation rights granted herein (Executive and such other holders of Common Stock with participation rights collectively referred to as the "Other Stockholders"), Existing Stockholders specifying in reasonable detail the identity of the prospective transferee(s) and the terms and conditions of the Transfer. Notwithstanding Any member of the restrictions contained in this Section 6, the Other Stockholders Xxxxxx Group and any Existing Stockholder may elect to participate in the contemplated Transfer by delivering written notice to the transferring Investor Transferring Stockholder within 10 20 days after delivery of the Transfer Notice. If any Other Stockholders elect (other than the Transferring Stockholders) have elected to participate in such TransferTransfer ("Participating Stockholder(s)"), the Transferring Stockholder and each of the transferring Investor and such Other Stockholders Participating Stockholder will be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of shares of such class of Common Stock equal to the product of (iA) the quotient determined by dividing the number of shares of such class of Common Stock Stockholder Shares owned by such person Transferring Stockholder or Participating Stockholder by the aggregate number of outstanding shares of Stockholder Shares owned by the Transfer ring Stockholder and all Participating Stockholders (on a fully diluted basis and assuming for such class purpose that all shares of Common Stock owned by issuable upon conversion of the transferring Investor and the Other Stockholders participating in such sale Preferred Stock are outstanding) and (iiB) the number of shares of such class of Common Stock Stockholder Shares to be sold in the contemplated Transfer. Notwithstanding the foregoing, in the event that the transferring Investor Transferring Stockholder intends to Transfer shares of more than one class of Common Stock, the Other Stockholders participating in such Transfer will each Participating Stockholder shall be required to sell in the contemplated Transfer a pro rata portion of shares of all such classes of Common StockStockholder Shares, which portion will shall be determined in the manner set forth immediately above. For example (by way Any holder of illustration only), if the Preferred Stock participating in such Transfer Notice contemplated a sale of 100 shares of Class L Common by the transferring Investor, and if the transferring Investor at such time owns 30% of the Class L Common and if one Other Stockholder elects to participate and owns 20% of the Class L Common, the transferring Investor would shall be entitled to sell 60 in such Transfer up to such holder's pro-rata portion of each class of Stockholder Shares and shall have the opportunity to either (x) sell Common Stock of such class obtained upon exercise of such holder's Preferred Stock or (y) sell Shares of Preferred Stock convertible into shares (30% / 50% x 100 shares) and the Other Stockholder would be entitled to sell 40 shares (20% / 50% x 100 shares)of such class of Common Stock.

Participation Rights. (ai) At Except as otherwise specifically set forth in this Agreement, at least 30 thirty (30) days prior to any Transfer of Common shares of any class of Capital Stock by an Investor any member of the Xxxx Group or the SXI Group (the "Transferring Shareholder") (other than a Transfer among the Investorsmembers of the Xxxx Group or their Affiliates, among the members of the SXI Group or their partners or affiliates Affiliates or to an employee or director of the Company or its Subsidiaries), the transferring Investor Transferring Shareholder will deliver a Transfer Notice written notice (the "Sale Notice") to the Company, Executive Company and all the other holders of such class of Common Stock that have been granted participation rights similar to the participation rights granted herein Shareholders (Executive and such other holders of Common Stock with participation rights collectively referred to as the "Other StockholdersShareholders"), specifying in reasonable detail the identity of the prospective transferee(s) and the terms and conditions of the Transfer. Notwithstanding the restrictions contained in this Section 62, any or all of the Other Stockholders Shareholders may elect to participate in the contemplated Transfer by delivering written notice to the transferring Investor Transferring Shareholder within 10 ten (10) days after delivery of the Transfer Sale Notice. If any Other Stockholders elect Shareholder has elected to participate in such TransferTransfer (each such Other Shareholder, a "Participating Shareholder"), each of the transferring Investor Transferring Shareholder and such Other Stockholders the Participating Shareholders will be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of shares of such class of Common Capital Stock equal to the product of (iA) the quotient determined by dividing the number of shares of such class of Common Capital Stock owned by such person Participating Shareholder by the aggregate number of shares of such class of Common Capital Stock owned by the transferring Investor Transferring Shareholder and the Other Stockholders participating in such sale all Participating Shareholders and (iiB) the number of shares of such class of Common Capital Stock to be sold in the contemplated Transfer. Notwithstanding the foregoing, in the event that the transferring Investor Transferring Shareholder intends to Transfer shares of more than one class of Common Capital Stock, the Other Stockholders participating in such Transfer will Participating Shareholders shall be required to sell in the contemplated Transfer a pro rata portion of shares of all such classes of Common Capital Stock (to the extent the Participating Shareholders own any shares of such other classes of Capital Stock), which portion will shall be determined in the manner set forth in the immediately abovepreceding sentence. For example (by way of illustration only), if the Transfer Sale Notice contemplated a sale of 100 shares of Class L A Common by the transferring InvestorTransferring Shareholder, and if the transferring Investor Transferring Shareholder at such time owns 30% of the Class L A Common and if one Other Stockholder Participating Shareholder elects to participate and owns 20% of the Class L CommonA Common (and all other Shareholders choose not to participate), then the transferring Investor Transferring Shareholder would be entitled to sell 60 shares (30% / 50% x 100 shares) and the Other Stockholder Participating Shareholder would be entitled to sell 40 shares (20% / 50% x 100 shares).

Participation Rights. (a) At least 30 days prior to any Transfer of Common Stock by an Investor (other than a Transfer among the Investors, their partners or affiliates or to an employee of the Company or its Subsidiaries), the transferring Investor will deliver a Transfer Notice to the Company, Executive and all other holders of such class of Common Stock that have been granted participation rights similar to the participation rights granted herein (Executive and such other holders of Common Stock with participation rights collectively referred to as the "Other Stockholders"), specifying in reasonable ------------------ detail the identity of the prospective transferee(s) and the terms and conditions of the Transfer. Notwithstanding the restrictions contained in this Section 6, the Other Stockholders may elect to participate in the contemplated Transfer by delivering written notice to the transferring Investor within 10 days after delivery of the Transfer Notice. If any Other Stockholders elect to participate in such Transfer, each of the transferring Investor and such Other Stockholders will be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of shares of such class of Common Stock equal to the product of (i) the quotient determined by dividing the number of shares of such class of Common Stock owned by such person by the aggregate number of shares of such class of Common Stock owned by the transferring Investor and the Other Stockholders participating in such sale and (ii) the number of shares of such class of Common Stock to be sold in the contemplated Transfer. Notwithstanding the foregoing, in the event that the transferring Investor intends to Transfer shares of more than one class of Common Stock, the Other Stockholders participating in such Transfer will be required to sell in the contemplated Transfer a pro rata portion of shares of all such classes of Common Stock, which portion will be determined in the manner set forth immediately above. For example (by way of illustration only), if the Transfer Notice ----------------------------------------- contemplated a sale of 100 shares of Class L Common by the transferring Investor, and if the transferring Investor at such time owns 30% of the Class L Common and if one Other Stockholder elects to participate and owns 20% of the Class L Common, the transferring Investor would be entitled to sell 60 shares (30% / 50% x 100 shares) and the Other Stockholder would be entitled to sell 40 shares (20% / 50% x 100 shares).

Participation Rights. (a) At least 30 days prior to any Transfer of Common Stock any Investor Shares by an Investor Frontenac (other than one or more Transfers (x) pursuant to a Transfer among the InvestorsPublic Sale, their partners (y) to one or affiliates more Affiliates, or (z) in an aggregate amount not to an employee exceed than 10% of the Company or its SubsidiariesInvestor Shares held by Frontenac as of immediately after the Closing (as appropriately adjusted for stock splits, stock dividends, combinations of shares and other recapitalizations)), the transferring Investor will Frontenac shall deliver a Transfer Notice written notice (the "Sale Notice") to the Company, Executive and all other holders of such class of Common Stock that have been granted participation rights similar to the participation rights granted herein (Executive and such other holders of Common Stock with participation rights collectively referred to as the "Other Stockholders")Co-Investors, specifying in reasonable detail the identity of the prospective transferee(s) ), the number and type of Investor Shares and the terms and conditions of the Transfer. Notwithstanding the restrictions contained in this Section 6, the Other Stockholders The Co-Investors may elect to participate in the contemplated Transfer by delivering written notice to the transferring Investor Frontenac within 10 20 days after delivery of the Transfer Sale Notice. If any Other Stockholders elect Co-Investor elects to participate in such Transfer, each of the transferring such Co-Investor and such Other Stockholders will shall be entitled to sell in the contemplated Transfer, at the same price and on the same termsterms as Frontenac, a number of shares Investor Shares of such class of Common Stock the type being transferred by Frontenac equal to the product of (i) the quotient determined by dividing (A) the number of shares Investor Shares of such class of Common Stock owned type held by such person Co-Investor, by (B) the aggregate number of shares (I) Investor Shares of such class type held by Frontenac and all of Common Stock the Co-Investors at such time and (II) other securities of such type owned by any other Person(s) having the transferring Investor and the Other Stockholders participating right to participate in such sale Transfer, and (ii) the aggregate number of shares Investor Shares of such class of Common Stock type to be sold in the contemplated Transfer. Notwithstanding the foregoing, in the event that the transferring Investor intends to Transfer shares of more than one class of Common Stock, the Other Stockholders participating in such Transfer will be required to sell in the contemplated Transfer a pro rata portion of shares of all such classes of Common Stock, which portion will be determined in the manner set forth immediately above. For example (by way of illustration only)example, if (1) the Transfer Sale Notice contemplated a sale of 100 shares of Class L Common Investor Shares by the transferring Investor, Frontenac and if the transferring Investor at such time Frontenac owns 30% 220 Investor Shares of the Class L Common such type, (2) there are two Co-Investors and if at such time such Co-Investors own an aggregate of 160 Investor Shares of such type and one Other Stockholder Co-Investor elects to participate and such Co-Investor owns 20% 100 Investor Shares of such type and (3) another Person having the Class L Commonright to participate in such Transfer owns 20 securities of such type, then the transferring Co-Investor electing to participate would be entitled to sell 60 25 shares (30% 100 / 50% 400 x 100 shares) and ), the Other Stockholder other Person would be entitled to sell 40 5 shares (20% 20 / 50% 400 x 100 shares), and Frontenac would be entitled to sell the remaining 70 shares. If the Co-Investors have not elected to participate in the contemplated Transfer (through notice to such effect or expiration of the 20-day period after delivery of the Sale Notice), then Frontenac may Transfer the Investor Shares specified in the Sale Notice at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 120-day period immediately following the date of the delivery of the Sale Notice. Any Investor Shares not Transferred within such 120-day period shall be subject to the provisions of this Section 4 upon subsequent Transfer.

Participation Rights. (ai) At least 30 15 days prior to any Transfer of Common Stock by an Investor (other than a Transfer among the Investors, their partners or affiliates or to an employee of the Company or its Subsidiaries)any Stockholder Shares, the transferring Investor Transferring Stockholder will deliver a Transfer Notice to the Companyother Stockholders (collectively, Executive and all other holders of such class of Common Stock that have been granted participation rights similar to the participation rights granted herein (Executive and such other holders of Common Stock with participation rights collectively referred to as the "Other Stockholders"), ) a written notice (a "Sale Notice") specifying in reasonable detail the identity of the prospective transferee(s) and the terms and conditions of the contemplated Transfer. Notwithstanding the restrictions contained in this Section 6, the The Other Stockholders may elect to participate in the contemplated Transfer by delivering written notice to the transferring Investor Transferring Stockholder within 10 15 days after delivery of the Transfer Sale Notice. If any Other Stockholders elect have elected to participate in such Transfer, each of the transferring Investor Transferring Stockholder and such Other Stockholders will be entitled to sell in the contemplated Transfer, at the same price and (subject to the following sentence) on the same terms, a number of shares of such each class of Common Stock being transferred equal to the product of (iA) the quotient determined by dividing the number of shares of such class of Common Stock owned by such person by the aggregate number of shares of such class of Common Stock owned by the transferring Investor and the Other Stockholders all Persons participating in such sale by the Transferring Stockholder and (iiB) the number of shares of such class of Common Stock to be sold in the contemplated Transfer. A Stockholder participating in a Transfer shall not be required to agree to any noncompetition covenants arising in connection with the Transfer (it being understood that such exception does not apply to a noncompetition covenant to which a participating Stockholder may at the time already be bound). Notwithstanding the foregoing, in the event that the transferring Investor Transferring Stockholder intends to Transfer shares of more than one class of Common Stock, the Other Stockholders participating in such Transfer will shall be required to sell in the contemplated Transfer a pro rata portion of shares of all such classes of Common Stock, which portion will shall be determined in the manner set forth immediately above. For example (by way of illustration only), if the Transfer Notice contemplated a sale of 100 shares of Class L Common by the transferring Investor, and if the transferring Investor at such time owns 30% of the Class L Common and if one Other Stockholder elects to participate and owns 20% of the Class L Common, the transferring Investor would be entitled to sell 60 shares (30% / 50% x 100 shares) and the Other Stockholder would be entitled to sell 40 shares (20% / 50% x 100 shares).

Participation Rights. (a) At least 30 days prior to any Transfer of Common Stock by an Investor (other than a Transfer among the Investors, their partners or affiliates or to an employee of the Company or its Subsidiaries), the transferring Investor will deliver a Transfer Notice to the Company, Executive and all other holders of such class of Common Stock that have been granted participation rights similar to the participation rights granted herein (Executive and such other holders of Common Stock with participation rights collectively referred to as the "Other Stockholders"), specifying in reasonable ------------------ detail the identity of the prospective transferee(s) and the terms and conditions of the Transfer. Notwithstanding the restrictions contained in this Section 6, the Other Stockholders may elect to participate in the contemplated Transfer by delivering written notice to the transferring Investor within 10 days after delivery of the Transfer Notice. If any Other Stockholders elect to participate in such Transfer, each of the transferring Investor and such Other Stockholders will be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of shares of such class of Common Stock equal to the product of (i) the quotient determined by dividing the number of shares of such class of Common Stock owned by such person by the aggregate number of shares of such class of Common Stock owned by the transferring Investor and the Other Stockholders participating in such sale and (ii) the number of shares of such class of Common Stock to be sold in the contemplated Transfer. Notwithstanding the foregoing, in the event that the transferring Investor intends to Transfer shares of more than one class of Common Stock, the Other Stockholders participating in such Transfer will be required to sell in the contemplated Transfer a pro rata portion of shares of all such classes of Common Stock, which portion will be determined in the manner set forth immediately above. For example (by way of illustration only), if the Transfer Notice ----------------------------------------- contemplated a sale of 100 shares of Class L Common by the transferring Investor, and if the transferring Investor at such time owns 30% of the Class L Common and if one Other Stockholder elects to participate and owns 20% of the Class L Common, the transferring Investor would be entitled to sell 60 shares (30% / 5030%/50% x 100 shares) and the Other Stockholder would be entitled to sell 40 shares (20% / 5020%/50% x 100 shares).

Participation Rights. (a) At least 30 days prior to an Investor making any Transfer of Common Stock by an Investor Securityholder Securities (other than a Transfer among the Investors, their partners or affiliates or to an employee of the Company or its SubsidiariesExempt Transfer), the transferring Investor will making such Transfer (the "Transferring Investor") shall deliver a Transfer Notice written notice (the "Sale Notice") to the Company, Executive Company and all the other holders of such class of Common Stock that have been granted participation rights similar to the participation rights granted herein Investors (Executive and such other holders of Common Stock with participation rights collectively referred to as the "Other StockholdersInvestors"), specifying in reasonable detail the identity of the prospective transferee(s) ), the class and number of securities to be transferred and the aggregate price, price per share, terms and conditions of the TransferTransfer (which notice may be the same notice and given at the same time as the Offer Notice under paragraph 3(b)). Notwithstanding the restrictions contained in this Section 6, the The Other Stockholders Investors may elect to participate in the contemplated Transfer at the same price and on the same terms as the Transferring Investor by delivering written notice to the transferring Investor Transferring Investors within 10 30 days after delivery of the Sale Notice, it being understood that holders of Preferred Stock shall be entitled to participate in any Transfer Notice(other than an Exempt Transfer) by a Noteholder on a pro rata basis, treating for purposes of this section the Preferred Stock as Notes, and vice versa (together, the Notes and the Preferred Stock are the "Senior Securities"). If any Other Stockholders elect Investors have elected to participate in such Transfer, each of the transferring Transferring Investor and such Other Stockholders will Investors shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of shares of such each class of Common Stock Securityholder Securities equal to the product of (i) the quotient determined by dividing the number percentage of shares the class of the Securityholder Securities owned by such Person by the aggregate percentage of such class of Common Stock owned by such person by the aggregate number of shares of such class of Common Stock Securityholder Securities owned by the transferring Transferring Investor and the Other Stockholders Investors participating in such sale and (ii) the number of shares of such class of Common Stock Securityholder Securities to be sold in the contemplated Transfer. Notwithstanding Because Notes and Preferred Stock must be treated as one and the foregoing, in the event that the transferring Investor intends to Transfer shares of more than one same class of Common Stocksecurities hereunder, the Other Stockholders participating in percentage of Notes and/or Preferred Stock owned by a Person pursuant to clause (i) above is equal to the quotient determined by dividing (x) the sum of the Liquidation Value (including accrued but unpaid dividends) of the Preferred Stock plus the principal amount (together with all accrued but unpaid interest) of the Notes held by such Transfer will be required to sell in Person by (y) the contemplated Transfer a pro rata portion sum of shares the Liquidation Value (including accrued but unpaid dividends) of all Preferred Stock then outstanding plus the principal amount (together with all accrued but unpaid interest) of all Notes then outstanding (such classes of Common Stock, which portion will be determined in percentage being the manner set forth immediately above"Senior Security Percentage"). For example (by way of illustration only)example, if the Transfer Sale Notice contemplated a sale of 100 shares of Class L Common Stock and 100 shares of Preferred Stock by the transferring Transferring Investor, and if the transferring Transferring Investor at such time owns 30% of the Class L all shares of Common Stock and has a Senior Security Percentage of 20% and if one two Other Stockholder elects Securityholders elect to participate and if the first Other Securityholder owns 20% of all shares of Common Each Transferring Investor shall use its best efforts to obtain the Class L Common, agreement of the transferring Investor would be entitled prospective transferee(s) to sell 60 shares (30% / 50% x 100 shares) and the participation of the Other Stockholder would Investors in any contemplated Transfer, and no Transferring Investor shall transfer any of its Securityholder Securities to any prospective transferee if such prospective transferee declines to allow the participation of the Other Investors, it being understood that transferees must agree to accept Notes in lieu of Preferred Stock and vice versa. Each Investor transferring Securityholder Securities pursuant to this paragraph 3(c) shall pay its pro rata share (based on their share of the aggregate proceeds received) of the expenses incurred by the Investors in connection with such transfer and shall be entitled obligated to sell 40 shares join on a pro rata basis (20% / 50% x 100 sharesbased on their share of the aggregate proceeds received) in any indemnification or other obligations that the Transferring Investor agrees to provide in connection with such transfer (other than any such obligations that relate specifically to a particular Investor such as indemnification with respect to representations and warranties given by an Investor regarding such Investor's title to and ownership of Securityholder Securities; 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).

Participation Rights. (a) At least 30 days prior to any Transfer of Common Stock by an Investor (other than a Transfer among the Investors, their partners or affiliates or to an employee of the Company or its Subsidiaries), the transferring Investor will deliver a Transfer Notice to the Company, Executive and all other holders of such class of Common Stock that have been granted participation rights similar to the participation rights granted herein (Executive and such other holders of Common Stock with participation rights collectively referred to as the "Other Stockholders"), specifying in reasonable ------------------ detail the identity of the prospective transferee(s) and the terms and conditions of the Transfer. Notwithstanding the restrictions contained in this Section 6, the Other Stockholders may elect to participate in the contemplated Transfer by delivering written notice to the transferring Investor within 10 days after delivery of the Transfer Notice. If any Other Stockholders elect to participate in such Transfer, each of the transferring Investor and such Other Stockholders will be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of shares of such class of Common Stock equal to the product of (i) the quotient determined by dividing the number of shares of such class of Common Stock owned by such person by the aggregate number of shares of such class of Common Stock owned by the transferring Investor and the Other Stockholders participating in such sale and (ii) the number of shares of such class of Common Stock to be sold in the contemplated Transfer. Notwithstanding the foregoing, in the event that the transferring Investor intends to Transfer shares of more than one class of Common Stock, the Other Stockholders participating in such Transfer will be required to sell in the contemplated Transfer a pro rata portion of shares of all such classes of Common Stock, which portion will be determined in the manner set forth immediately above. For example (by way of illustration only), if the Transfer Notice contemplated a sale of 100 shares of Class L Common by the transferring Investor, and if the transferring Investor at such time owns 30% of the Class L Common and if one Other Stockholder elects to participate and owns 20% of the Class L Common, the transferring Investor would be entitled to sell 60 shares (30% / 50% x 100 shares) and the Other Stockholder would be entitled to sell 40 shares (20% / 50% x 100 shares).

Participation Rights. (ai) At least 30 days prior to any Transfer transfer of shares of any class of Common Stock by an Investor (other than a Transfer transfer among the Investors, Investors or their partners or affiliates or to an employee or director of the Company or its Subsidiaries), the transferring Investor will deliver a Transfer Notice written notice (the "Sale Notice") to the Company, Executive Employee and all other holders of such class ----------- of Common Stock that have been granted participation rights similar to the participation rights granted herein (Executive Employee and such other holders of Common Stock with participation rights collectively referred to as the "Other Stockholders"), specifying in reasonable detail the identity of the ------------------ prospective transferee(s) and the terms and conditions of the Transfertransfer. Notwithstanding the restrictions contained in this Section 6paragraph 4, the Other Stockholders may elect to participate in the contemplated Transfer transfer by delivering written notice to the transferring Investor within 10 days after delivery of the Transfer Sale Notice. If any Other Stockholders elect have elected to participate in such Transfertransfer, each of the transferring Investor and such Other Stockholders will be entitled to sell in the contemplated Transfertransfer, at the same price and on the same terms, a number of shares of such class of Common Stock equal to the product of (iA) the quotient determined by dividing the number of shares of such class of Common Stock owned by such person by the aggregate number of shares of such class of Common Stock owned by the transferring Investor and the Other Stockholders participating in such sale and (iiB) the number of shares of such class of Common Stock to be sold in the contemplated Transfertransfer. Notwithstanding the foregoing, in the event that the transferring Investor intends Investor(s) intend to Transfer transfer shares of more than one class of Common Stock, the Other Stockholders participating in such Transfer will transfer shall be required to sell in the contemplated Transfer transfer a pro rata portion of shares of all such classes of Common Stock, which portion will shall be determined in the manner set forth immediately above. For example (by way of illustration only), if the Transfer Sale Notice contemplated ----------------------------------------- a sale of 100 shares of Class L Common by the transferring Investor, and if the transferring Investor at such time owns 30% of the Class L Common and if one Other Stockholder elects to participate and owns 20% of the Class L Common, the transferring Investor would be entitled to sell 60 shares (30% / 50% x 100 shares) and the Other Stockholder would be entitled to sell 40 shares (20% / 50% x 100 shares).

Participation Rights. (a) At least 30 days prior to any Transfer sale or exchange (a "Transfer") of -------- any class of Common Stock by an Investor (other than a Transfer among the Investors, Investors or their partners or affiliates or to an employee of the Company or its Subsidiaries), such Investor (the transferring Investor "Transferring Stockholder") will deliver a Transfer Notice ------------------------ written notice (the "Sale Notice") to the Company, Executive Company and all other the holders of such class ----------- of Common Executive Stock that have been granted participation rights similar to the participation rights granted herein and Option Shares (Executive and such other holders of Common Stock with participation rights collectively referred to as the "Other Stockholders"), specifying in ------------------ reasonable detail the identity of the prospective transferee(s) and the terms and conditions of the Transfer. Notwithstanding the restrictions contained in this Section 6, the The Other Stockholders may elect to participate in the contemplated Transfer by delivering written notice to the transferring Investor Transferring Stockholder within 10 30 days after delivery of the Transfer Sale Notice. If any Other Stockholders elect have elected to participate in such Transfer, each of the transferring Investor Transferring Stockholder and such Other Stockholders will be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of shares of such class of Common Stock equal to the product of (i) the quotient determined by dividing the number of shares of such class of Common Stock (including vested Option Shares but not including any other unexercised stock options) owned by such person by the aggregate number of shares of such class of Common Stock (including vested Option Shares but not including any other unexercised stock options and treating the Class A Common, the Class L Common and the Company's Class P Common Stock, par value $.01 per share, as a single class) owned by the transferring Investor and Transferring Stockholder, the Other Stockholders and other stockholders participating in such sale and (ii) the number of shares of such class of Common Stock to be sold in the contemplated Transfer. Notwithstanding the foregoing, in the event that the transferring Investor intends to Transfer shares of more than one class of Common Stock, the Other Stockholders participating in such Transfer will be required to sell in the contemplated Transfer a pro rata portion of shares of all such classes of Common Stock, which portion will be determined in the manner set forth immediately above. For example (by way of illustration only), if the Transfer Notice contemplated a sale of 100 shares of Class L Common by the transferring Investor, and if the transferring Investor at such time owns 30% of the Class L Common and if one Other Stockholder elects to participate and owns 20% of the Class L Common, the transferring Investor would be entitled to sell 60 shares (30% / 50% x 100 shares) and the Other Stockholder would be entitled to sell 40 shares (20% / 50% x 100 shares).

Participation Rights. (ai) At least 30 days prior to any Transfer transfer of shares of any class of Common Stock by an Investor any member of the Xxxx Group (other than a Transfer transfer among the Investors, members of the Xxxx Group or their partners or affiliates Affiliates or to an employee of the Company or its Subsidiaries), the transferring Investor member of the Xxxx Group will deliver a Transfer Notice written notice (the "Sale ---- Notice") to the Company, Executive Company and all other holders of such class of Common ------ Stock that have been granted participation rights similar to the participation rights granted herein (Executive and such other holders of Common Stock with participation rights collectively referred to as the "Other ----- Stockholders"), specifying in reasonable detail ------------ the identity of the prospective transferee(s) and the terms and conditions of the Transfertransfer. Notwithstanding the restrictions contained in this Section 6paragraph 1, the Other Stockholders may elect to participate in the contemplated Transfer transfer by delivering written notice to the transferring Investor member of the Xxxx Group within 10 days after delivery of the Transfer Sale Notice. If any Other Stockholders elect have elected to participate in such Transfertransfer, each of the transferring Investor member of the Xxxx Group and such Other Stockholders will be entitled to sell in the contemplated Transfertransfer, at the same price and on the same terms, a number of shares of such class of Common Stock equal to the product of (iA) the quotient determined by dividing the number of shares of such class of Common Stock owned by such person by the aggregate number of shares of such class of Common Stock owned by the transferring Investor member of the Xxxx Group and the Other Stockholders participating in such sale and (iiB) the number of shares of such class of Common Stock to be sold in the contemplated Transfertransfer. Notwithstanding the foregoing, in the event that the transferring Investor intends member(s) of the Xxxx Group intend to Transfer transfer shares of more than one class of Common Stock, the Other Stockholders participating in such Transfer will transfer shall be required to sell in the contemplated Transfer transfer a pro rata portion of shares of all such classes of Common Stock (to the extent such Other Stockholders own any shares of such other classes of Common Stock), which portion will shall be determined in the manner set forth immediately above. For example (by way of illustration only), if the Transfer Sale Notice contemplated ----------------------------------------- a sale of 100 shares of Class L Common by the transferring Investormember of the Xxxx Group, and if the transferring Investor member of the Xxxx Group at such time owns 30% of the Class L Common and if one Other Stockholder elects to participate and owns 20% of the Class L Common, the transferring Investor member of the Xxxx Group would be entitled to sell 60 shares (30% / 50% x 100 shares) and the Other Stockholder would be entitled to sell 40 shares (20% / 50% x 100 shares).

Participation Rights. (a) At Subject to Section 3(e), at least 30 days prior to any Transfer of Common Stock Stockholder Shares by an Investor a Stockholder or any of its Permitted Transferees (the “Transferring Stockholder”) (other than a Transfer among the Investors, their partners or affiliates or to an employee of the Company or its Subsidiariesthe Other Stockholders pursuant to Section 3(c)), the transferring Investor will Transferring Stockholder shall deliver a Transfer Notice written notice (the “Sale Notice”) to the Company, Executive the Series C-2 Investing Stockholders and all other holders of such class of Common Stock that have been granted participation rights similar to the participation rights granted herein (Executive and such other holders of Common Stock with participation rights collectively referred to as the "Other Series D Investing Stockholders"), specifying in reasonable detail the identity of the prospective transferee(s) ), the number of shares to be transferred and the terms and conditions of the TransferTransfer (which notice may be given at the same time as the Offer Notice under Section 3(c)). Notwithstanding The Series C-2 Investing Stockholders and the restrictions contained in this Section 6Series D Investing Stockholders (collectively, the Other Stockholders “Participating Stockholders”) may elect to participate in the contemplated Transfer at the same price per share and on the same terms by delivering written notice to the transferring Investor Transferring Stockholder within 10 30 days after delivery of the Transfer Sale Notice. If any Other Participating Stockholders elect have elected to participate in such Transfer, each of the transferring Investor Transferring Stockholder and such Other Participating Stockholders will shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of shares of such class of Common Stock Stockholder Shares (determined on an as-converted basis) being transferred equal to the product of (i) the quotient determined by dividing the number percentage of shares of such class of Common Stock Stockholder Shares owned by such person Person (determined on an as-converted basis) by the aggregate number percentage of shares of such class of Common Stock Stockholder Shares owned by the transferring Investor Transferring Stockholder (determined on an as-converted basis) and the Other Participating Stockholders (determined on an as-converted basis) participating in such sale and (ii) the number of shares of such class of Common Stock Stockholder Shares to be sold in the contemplated Transfer. Notwithstanding the foregoing, in the event that the transferring Investor intends to Transfer shares of more than one class of Common Stock, the Other Stockholders participating in such Transfer will be required to sell in the contemplated Transfer a pro rata portion of shares of all such classes of Common Stock, which portion will be determined in the manner set forth immediately above. For example (by way of illustration only)example, if the Transfer Sale Notice contemplated a sale of 100 shares of Class L Common Stockholder Shares by the transferring InvestorTransferring Stockholder, and if the transferring Investor Transferring Stockholder at such time owns 30% of the Class L Common all Stockholder Shares and if one Other Participating Stockholder elects to participate and owns 20% of the Class L Commonall Stockholder Shares, the transferring Investor Transferring Stockholder would be entitled to sell 60 shares (30% / ¸ 50% x 100 shares) and the Other Participating Stockholder would be entitled to sell 40 shares (20% / ¸ 50% x 100 shares). Each Transferring Stockholder shall use best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Stockholders in any contemplated Transfer and to the inclusion of the Stockholder Shares in the completed Transfer, and no Transferring Stockholder shall transfer any of its Stockholder Shares to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Participating Stockholders or the inclusion of any Stockholder Shares. Each Stockholder transferring Stockholder Shares pursuant to this Section 3(d) shall pay such holder’s pro rata share (based on the number 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 Transferring 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 an amount in excess of the net cash proceeds paid to such holder in connection with such Transfer).

Participation Rights. (a) At least 30 days prior to any Transfer of Common Stock by an Investor (other than a Transfer among the Investors, their partners or affiliates or to an employee of the Company or its Subsidiaries), the transferring Investor will deliver a Transfer Notice to the Company, Executive and all other holders of such class of Common Stock that have been granted participation rights similar to the participation rights granted herein (Executive and such other holders of Common Stock with participation rights collectively referred to as the "Other Stockholders"), specifying in reasonable ------------------ detail the identity of the prospective transferee(s) and the terms and conditions of the Transfer. Notwithstanding the restrictions contained in this Section 6, the Other Stockholders may elect to participate in the contemplated Transfer by delivering written notice to the transferring Investor within 10 days after delivery of the Transfer Notice. If any Other Stockholders elect to participate in such Transfer, each of the transferring Investor and such Other Stockholders will be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of shares of such class of Common Stock equal to the product of (i) the quotient determined by dividing the number of shares of such class of Common Stock owned by such person by the aggregate number of shares of such class of Common Stock owned by the transferring Investor and the Other Stockholders participating in such sale and (ii) the number of shares of such class of Common Stock to be sold in the contemplated Transfer. Notwithstanding the foregoing, in the event that the transferring Investor intends to Transfer shares of more than one class of Common Stock, the Other Stockholders participating in such Transfer will be required to sell in the contemplated Transfer a pro rata portion of shares of all such classes of Common Stock, which portion will be determined in the manner set forth immediately above. For example (by way of illustration only), if the Transfer Notice ------------------------------------------ contemplated a sale of 100 shares of Class L Common by the transferring Investor, and if the transferring Investor at such time owns 30% of the Class L Common and if one Other Stockholder elects to participate and owns 20% of the Class L Common, the transferring Investor would be entitled to sell 60 shares (30% / 50% x 100 shares) and the Other Stockholder would be entitled to sell 40 shares (20% / 50% x 100 shares).

Participation Rights. (a) At least 30 days prior to any Transfer of Common Stock by an Investor (other than a Transfer among the Investors, their partners or affiliates or to an employee of the Company or its Subsidiaries), the transferring Investor will deliver a Transfer Notice to the Company, Executive and all other holders of such class of Common Stock that have been granted participation rights similar to the participation rights granted herein (Executive and such other holders of Common Stock with participation rights collectively referred to as the "Other Stockholders"), specifying in reasonable ------------------ detail the identity of the prospective transferee(s) and the terms and conditions of the Transfer. Notwithstanding the restrictions contained in this Section 6, the Other Stockholders may elect to participate in the contemplated Transfer by delivering written notice to the transferring Investor within 10 days after delivery of the Transfer Notice. If any Other Stockholders elect to participate in such Transfer, each of the transferring Investor and such Other Stockholders will be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of shares of such class of Common Stock equal to the product of (i) the quotient determined by dividing the number of shares of such class of Common Stock owned by such person by the aggregate number of shares of such class of Common Stock owned by the transferring Investor and the Other Stockholders participating in such sale and (ii) the number of shares of such class of Common Stock to be sold in the contemplated Transfer. Notwithstanding the foregoing, in the event that the transferring Investor intends to Transfer shares of more than one class of Common Stock, the Other Stockholders participating in such Transfer will be required to sell in the contemplated Transfer a pro rata portion of shares of all such classes of Common Stock, which portion will be determined in the manner set forth immediately above. For example (by way of illustration only), if the Transfer ----------------------------------------- Notice contemplated a sale of 100 shares of Class L Common by the transferring Investor, and if the transferring Investor at such time owns 30% of the Class L Common and if one Other Stockholder elects to participate and owns 20% of the Class L Common, the transferring Investor would be entitled to sell 60 shares (30% / 50% x 100 shares) and the Other Stockholder would be entitled to sell 40 shares (20% / 50% x 100 shares).

Participation Rights. (a) At least 30 days prior to any Transfer of Common Stock by an Investor (other than a Transfer among the Investors, their partners or affiliates or to an employee of the Company or its Subsidiaries), the transferring Investor will deliver a Transfer Notice to the Company, Executive and all other holders of such class of Common Stock that have been granted participation rights similar to the participation rights granted herein (Executive and such other holders of Common Stock with participation rights collectively referred to as the "Other Stockholders"), specifying in reasonable detail the identity of the prospective transferee(s) and the terms and conditions of the Transfer. Notwithstanding the restrictions contained in this Section 6, the Other Stockholders may elect to participate in the contemplated Transfer by delivering written notice to the transferring Investor within 10 days after delivery of the Transfer Notice. If any Other Stockholders elect to participate in such Transfer, each of the transferring Investor and such Other Stockholders will be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of shares of such class of Common Stock equal to the product of (i) the quotient determined by dividing the number of shares of such class of Common Stock owned by such person by the aggregate number of shares of such class of Common Stock owned by the transferring Investor and the Other Stockholders participating in such sale and (ii) the number of shares of such class of Common Stock to be sold in the contemplated Transfer. Notwithstanding the foregoing, in the event that the transferring Investor intends to Transfer shares of more than one class of Common Stock, the Other Stockholders participating in such Transfer will be required to sell in the contemplated Transfer a pro rata portion of shares of all such classes of Common Stock, which portion will be determined in the manner set forth immediately above. For example (by way of illustration only), if the Transfer Notice contemplated a sale of 100 shares of Class L Common by the transferring Investor, and if the transferring Investor at such time owns 30% of the Class L Common and if one Other Stockholder elects to participate and owns 20% of the Class L Common, the transferring Investor would be entitled to sell 60 shares (30% / 50% x 100 shares) and the Other Stockholder would be entitled to sell 40 shares (20% / 50% x 100 shares). The transferring Investor will use reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the Other Stockholders who have elected to participate in any contemplated Transfer, and the transferring Investor will not Transfer any of its shares of Common Stock to the prospective transferee unless (A) the prospective transferee agrees to allow the participation of the Other Stockholders or (B) simultaneously with such Transfer, the transferring Investor purchases the number of shares of such class of Common Stock from the Other Stockholders who have elected to participate which Other Stockholders would have been entitled to sell pursuant to this Section 6. The provisions of this Section 6 will terminate upon the first to occur of (i) a Sale of the Company and (ii) a Public Offering.