Common use of Participation Rights Clause in Contracts

Participation Rights. At least 30 days prior to any Transfer of Stockholder Shares by the Original Stockholder (other than a Public Sale or an Exempt Sale), the Original Stockholder shall deliver a written notice (the "Sale Notice") to the Company and the Investor, 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 Transfer. The Investor 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 Original Stockholder within 30 days after delivery of the Sale Notice. If the Investor has elected to participate in such Transfer, the Original Stockholder and the Investor shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Stockholder Shares equal to the product of (i) the quotient determined by dividing the percentage of Stockholder Shares owned by such Person by the aggregate percentage of Stockholder Shares owned by the Original Stockholder and the Investor and (ii) the number of Stockholder Shares to be sold in the contemplated Transfer. For example, if the Sale Notice contemplated a sale of 100 Stockholder Shares by the Original Stockholder, and if the Original Stockholder 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 the Investor in any contemplated Transfer and to the inclusion of the Warrant and the Preferred Stock in the contemplated Transfer, and the Original Stockholder shall not transfer any of its Stockholder Shares to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Investor or the inclusion 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. At least 30 days prior (i) In the event that a Management Stockholder desires to Transfer any Transfer of Stockholder Shares by the Original Stockholder (other than (i) pursuant to a Public Sale or an Exempt Sale(ii) a Transfer pursuant to Section 3(c) or Section 4), and the Original 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 (hereinafter, the "Transferor") may Transfer such Stockholder Shares only pursuant to and in accordance with the terms of this Section 3(b)(i). Within 5 days of the expiration of the Right of First Refusal Election Period, the Transferor shall deliver a written notice (the "Sale Notice") to the Company Company, the TA Investors and such other Management Stockholders who at the Investortime of receipt of such Sale Notice beneficially own at least 2.5% of the outstanding Stockholder Shares (as reflected in the stock record books of the Company) (the "Principal Management Stockholders"), with such Sale Notice specifying in reasonable detail the identity of the prospective transferee(s), the number of shares Stockholder Shares to be transferred sold and the terms and conditions of the Transfer. The In the 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 class of Stockholder Shares which are to be transferred, or (z) securities into which the 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 Transfer at the same price per share (whether voting or non-voting stock) and on the same terms by delivering written notice of such election to the Original Stockholder Transferor within 30 15 days after delivery its receipt of the Sale Notice. If the any TA Investor or Principal Management Stockholder has elected to participate in such TransferTransfer (a "Participating Stockholder"), the Original Transferor and each Participating Stockholder and the Investor shall will be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Stockholder Shares of 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 quotient determined by dividing the percentage number of Stockholder Shares owned of such class and securities convertible, exchangeable or exercisable for Stockholder Shares of such class held by such Person Transferor or Participating Stockholder by the aggregate percentage number of Stockholder Shares of such class and securities convertible, exchangeable or exercisable for Stockholder Shares of such class owned by the Original Stockholder Transferor and the Investor all Participating Stockholders and (ii) the number of Stockholder Shares of such class and securities convertible, exchangeable or exercisable for Stockholder Shares of such class to be sold in the contemplated Transfer. For example; provided, if the Sale Notice contemplated a sale of 100 that Stockholder Shares which have not vested (and will not vest as a result of such transaction) or are subject to repurchase by the Original Stockholder, and if the Original Stockholder at such time owns 30% of all Company for less than fair market value shall not be counted as Stockholder Shares and if for purposes of 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)above calculation. The Original Stockholder Transferor shall use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investor in any contemplated Transfer and to the inclusion of the Warrant and the Preferred Stock in the contemplated Transfer, and the Original Stockholder shall not transfer any of its Stockholder Shares to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Investor or the inclusion 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.Participating

Participation Rights. At least 30 40 days prior to any Transfer sale, transfer, assignment, pledge or other disposal (a "Transfer") of any Stockholder Shares by any Stockholder which, together with its Affiliates and Permitted Transferees, holds at least 25% of the Original Common Stockholder Shares as of immediately prior to such Transfer (a "Significant Stockholder") (other than (i) pursuant to a Public Sale or an Exempt Sale(ii) a Transfer pursuant to Section 3(c) or Section 4), the Original transferring Significant Stockholder shall will deliver a written notice (the "Sale Notice") to the Company and the Investorother Stockholders (the "Other Stockholders"), specifying in reasonable detail the identity of the prospective transferee(s), the number of shares Stockholder Shares to be transferred sold and the terms and conditions of the Transfer. The Investor In the 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 class of Stockholder Shares which are to be transferred, or (z) securities into which the class of Stockholder Shares which are to be transferred are convertible, exchangeable or exercisable, they 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 Original transferring Significant Stockholder within 30 15 days after delivery of the Sale Notice. If the Investor has any Other Stockholders have elected to participate in such TransferTransfer ("Participating Stockholders"), the Original transferring Significant Stockholder and the Investor shall each Participating Stockholder will be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Stockholder Shares of 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 quotient determined by dividing the percentage number of Stockholder Shares owned of such class and securities convertible, exchangeable or exercisable for Stockholder Shares of such class held by such Person by the aggregate percentage number of Stockholder Shares of such class and securities convertible, exchangeable or exercisable for Stockholder Shares of such class owned by the Original transferring Significant Stockholder and the Investor all Participating Stockholders and (ii) the number of Stockholder Shares of such class and securities convertible, exchangeable or exercisable for Stockholder Shares of such class to be sold in the contemplated Transfer. For example; provided that for purposes of this sentence, if the Sale Notice contemplated a sale of 100 (A) Stockholder Shares which have not vested (and will not vest as a result of such transaction) or are subject to repurchase by the Original Stockholder, Company for less than fair market value shall not be considered to be Stockholder Shares and if the Original Stockholder at such time owns 30% of (B) all Stockholder Shares and if the Investor elects to participate and owns 20% held by any Permitted Transferee of all any Other Stockholder Shares, the Original shall be deemed held by such Other 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)himself or itself. The Original transferring Significant Stockholder shall use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investor Participating Stockholders in any contemplated Transfer and to the inclusion of the Warrant and the Preferred Stock in the contemplated Transfer, and the Original transferring Significant Stockholder shall not transfer Transfer any of its Stockholder Shares to any prospective transferee if such the prospective transferee(s) declines unless (1) the prospective transferee(s) agrees to allow the participation of the Investor Participating Stockholders or (2) the inclusion transferring Significant Stockholder agrees to purchase the number of such class of Stockholder Shares from any Participating Stockholders which the Warrant and/or the Preferred StockParticipating Stockholders would have been entitled to sell pursuant to this Section 3(a). If any portion of the Warrant is securities convertible, exchangeable or exercisable for Stockholder Shares are included in any Transfer of Stockholder Shares under this subparagraph 4(bSection 3(a), the purchase price for the Warrant such securities shall be equal to the full purchase price determined hereunder for the Stockholder Shares covered by the portion of the Warrant 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 number 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. At least 30 days prior to any Transfer of Stockholder Shares by the Original Stockholder (other than pursuant to a Public Sale or an Exempt SaleSale of the Company), the Original holder of Stockholder Shares, or in the case of MDCP any Stockholder Shares or other shares of Common Stock, making such Transfer (the "Transferring Stockholder") shall deliver a written notice (the "Sale Notice") to the Company and the Investorother 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 transfer (the "Other Stockholders"), specifying in reasonable detail the identity of the prospective transferee(s), the class or series of Stockholder Shares to be transferred, the number of shares to be transferred and the terms and conditions of the Transfer. The Investor 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 Original Transferring Stockholder within 30 days after delivery of the Sale Notice. If the Investor has any Other Stockholders have elected to participate in such Transfer, the Original Transferring Stockholder and the Investor such Other Stock holders shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Stockholder Shares of such class or series equal to the product of (i) the quotient determined by dividing the percentage of Stockholder Shares of such class or series owned by such Person by the aggregate percentage of Stockholder Shares of such class or series owned by the Original Transferring Stockholder and the Investor Other Stockholders participating in such sale and (ii) the number of Stockholder Shares to be sold in the contemplated Transfer. For example, if the Sale Notice contemplated a sale of 100 Stockholder Shares of a certain class or series by the Original Transferring Stockholder, and if the Original Transferring Stockholder at such time owns 30% of all Stockholder Shares of such class or series and if the Investor one Other Stockholder elects to participate and owns 20% of all Stockholder SharesShares of such class or series, the Original Transferring Stockholder would be entitled to sell 60 such shares (30% / 50% x 100 shares) and the Investor Other Stockholder would be entitled to sell 40 such shares (20% / 50% x 100 shares). The Original Each Transferring Stockholder shall use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investor Other Stockholders in any contemplated Transfer and to the inclusion of the Warrant and the Preferred Stock in the contemplated Transfer, and the Original no Transferring Stockholder shall not transfer any of its Stockholder Shares to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Investor or Other Stockholders. Each Stockholder transferring Stockholder Shares pursuant to this paragraph 7E(ii) shall pay its pro rata share (based on the inclusion of the Warrant and/or the Preferred Stock. If any portion of the Warrant is included in any Transfer number of Stockholder Shares under this subparagraph 4(b), to be sold) of the purchase price for expenses incurred by the Warrant holders of Stockholder Shares in connection with such transfer and shall be equal 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 full purchase price determined hereunder for date hereof by and between the Stockholder 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 covered by held) the portion number of shares of capital stock of the Warrant Company otherwise to be transferred.Transferred by such Purchaser in accordance with the provisions of this paragraph 7E.

Participation Rights. No Sponsor Stockholder may make any Co-Sale Transfer or Series A Co-Sale Transfer of Securities pursuant to subclause (c)(iv) of Section 2.1 unless such Sponsor Shareholder complies with the provisions of this Section 2.2. At least 30 days prior to any Transfer of Stockholder Shares by such Co-Sale Transfer, the Original transferring Stockholder (other than a Public Sale or an Exempt Sale), the Original Stockholder shall "Transferring Stockholder") will deliver a written notice (the "Sale Offer Notice") to the Company and to each of the Investor, specifying other Stockholders. The Offer Notice will disclose in reasonable detail the identity proposed number of Securities to be transferred, the prospective transferee(sclass or classes of such Securities, the proposed price (including the Class B Price Per Share), the number of shares to be transferred and the terms and conditions of the TransferTransfer and the identity of the transferee. The Investor Each of 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 sale by delivering written notice to the Original Transferring Stockholder within 30 days after delivery of the Sale Offer Notice. If the Investor has elected any of such other Stockholders elects to participate in such Transfersale (the "Participating Stockholders"), each of the Original Transferring Stockholder and the Investor shall Participating Stockholders will be entitled to sell in the contemplated Transfersale, at the same price and on the same termsClass B Price Per Share, a number of Stockholder Shares Eligible Securities that constitute, or are convertible into, the number of shares of Class B Common Stock equal to the product of (i) the quotient determined by dividing fraction, the percentage numerator of Stockholder Shares owned which is the sum of the number of Eligible Co-Sale Securities (on a fully-diluted basis) held by such Person by Person, and the denominator of which is the aggregate percentage number of Stockholder Shares Eligible Co-Sale Securities (on a fully-diluted basis) owned by the Original Transferring Stockholder and the Investor and Participating Stockholders, multiplied by (ii) the number of Stockholder Shares Eligible Co-Sale Securities (on a fully-diluted basis) to be sold in the contemplated Transfersale. For example, if the Sale Notice notice from the Transferring Stockholder contemplated a sale of 100 Stockholder Shares shares of Series A Preferred Stock by the Original Transferring Stockholder, and if the Original Transferring Stockholder at such time owns 30% 300 shares of all Stockholder Shares 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 the Investor one Participating Stockholder elects to participate in such sale and such Participating Stockholder owns 20% 100 shares of all Stockholder SharesClass 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, the Original such Transferring Stockholder would be entitled to sell 60 75 shares of Series A Preferred Stock (30% / 50% convertible into 75 shares of Class B-1 Common Stock) (300/400 x 100 shares) and the Investor such Participating Stockholder would be entitled to sell 40 25 shares of Class A Common Stock (20% / 50% convertible into 25 shares of Class B-1 Common Stock) (100/400 x 100 shares). The Original Transferring Stockholder shall will use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investor Participating Stockholders in any contemplated Transfer sale and to the inclusion of the Warrant and the Preferred Stock in the contemplated Transfer, and the Original Stockholder shall will not transfer any of its Stockholder Shares Eligible Securities to any the prospective transferee transferee(s) if such the prospective transferee(s) declines to allow the participation of the Investor or Participating Stockholders on the inclusion 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 Warrant and/or 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 A Preferred Stock to be transferred, the proposed price, terms and conditions of the Transfer and the identity of the transferee. Each of the other holders of Series A Preferred Stock may elect to participate in the contemplated sale by delivering written notice to the Transferring Series A Stockholder within 30 days after delivery of the Series A Offer Notice. If any portion of such other holders of Series A Preferred Stock elects to participate in such sale (the "Participating Series A Stockholders"), each of the Warrant is included Transferring Series A Stockholder and the Participating Series A Stockholders will be entitled to sell in any Transfer the contemplated sale a number of Stockholder Shares under this subparagraph 4(b), the purchase price for the Warrant shall be shares of Series A Preferred Stock equal to the full purchase price determined hereunder for product of (i) the Stockholder Shares covered fraction, the numerator of which is the sum of the number of shares of Series A Preferred Stock held by such Person, and the denominator of which is the aggregate number of shares of Series A Preferred Stock owned by the portion Transferring Series A Stockholder and the Participating Series A Stockholders, multiplied by (ii) the number of shares of Series A Preferred Stock to be sold in the contemplated sale. The Transferring Series A Stockholder will use its best efforts to obtain the agreement of the Warrant prospective transferee(s) to be transferredthe participation of the Participating Series A Stockholders in any contemplated sale and will not transfer any of its 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.

Participation Rights. At least 30 days prior to any Transfer of -------------------- Stockholder Shares by the Original Stockholder (other than pursuant to a Public Sale or an Exempt SaleSale of the Company), the Original holder of Stockholder Shares, or in the case of MDCP any Stockholder Shares or other shares of Common Stock, making such Transfer (the "Transferring Stockholder") shall deliver a written notice (the "Sale Notice") ------------------------- ----------- to the Company and the Investorother 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 transfer (the "Other Stockholders"), specifying in ------------------ reasonable detail the identity of the prospective transferee(s), the class or series of Stockholder Shares to be transferred, the number of shares to be transferred and the terms and conditions of the Transfer. The Investor 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 Original Transferring Stockholder within 30 days after delivery of the Sale Notice. If the Investor has any Other Stockholders have elected to participate in such Transfer, the Original Transferring Stockholder and the Investor such Other Stockholders shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Stockholder Shares of such class or series equal to the product of (i) the quotient determined by dividing the percentage of Stockholder Shares of such class or series owned by such Person by the aggregate percentage of Stockholder Shares of such class or series owned by the Original Transferring Stockholder and the Investor Other Stockholders participating in such sale and (ii) the number of Stockholder Shares to be sold in the contemplated Transfer. For example, if the Sale Notice contemplated a sale of 100 Stockholder ----------- Shares of a certain class or series by the Original Transferring Stockholder, and if the Original Transferring Stockholder at such time owns 30% of all Stockholder Shares of such class or series and if the Investor one Other Stockholder elects to participate and owns 20% of all Stockholder SharesShares of such class or series, the Original Transferring Stockholder would be entitled to sell 60 such shares (30% / divided by 50% x 100 shares) and the Investor Other Stockholder would be entitled to sell 40 such shares (20% / divided by 50% x 100 shares). The Original Each Transferring Stockholder shall use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investor Other Stockholders in any contemplated Transfer and to the inclusion of the Warrant and the Preferred Stock in the contemplated Transfer, and the Original no Transferring Stockholder shall not transfer any of its Stockholder Shares to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Investor or Other Stockholders. Each Stockholder transferring Stockholder Shares pursuant to this paragraph 7E(ii) shall pay its pro rata share (based on the inclusion of the Warrant and/or the Preferred Stock. If any portion of the Warrant is included in any Transfer number of Stockholder Shares under this subparagraph 4(b), to be sold) of the purchase price for expenses incurred by the Warrant holders of Stockholder Shares in connection with such transfer and shall be equal 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 full purchase price determined hereunder for date hereof by and between the Stockholder Shares covered by Company, MDCP and such other Person, MDCP agrees that such participation rights shall reduce only the portion number of shares of capital stock of the Warrant Company to be transferred.Transferred by MDCP in accordance with the provisions of this paragraph 7E.

Participation Rights. At least 30 days prior to any Transfer by -------------------- CHS of Stockholder Shares by the Original Stockholder (other than a Public Sale or an Exempt SaleExcluded Transfer), the Original Stockholder shall CHS will deliver a written notice (the "Sale ---- Notice") to the Company and the Investorother Stockholders, specifying in reasonable ------ detail the identity of the prospective transferee(s), the number of shares Stockholder Shares to be transferred sold and the terms and conditions of the Transfer. The Investor In the event that the other Stockholders hold the class of Stockholder Shares which are to be transferred, or securities convertible, exchangeable or exercisable for the class of Stockholder Shares which are to be transferred, they 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 Original Stockholder CHS within 30 15 days after delivery of the Sale Notice. If the Investor has any other Stockholders have elected to participate in such TransferTransfer ("Participating Stockholders"), the Original CHS and -------------------------- each Participating Stockholder and the Investor shall will be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Stockholder Shares of such class, or securities convertible, exchangeable or exercisable for Stockholder Shares of such class, equal to the product of (i) the quotient determined by dividing the percentage of Stockholder Shares owned of such class and securities convertible, exchangeable or exercisable for Stockholder Shares of such class held by such Person by the aggregate percentage of Stockholder Shares of such class and securities convertible, exchangeable or exercisable for Stockholder Shares of such class owned by the Original Stockholder CHS and the Investor all Participating Stockholders and (ii) the number of Stockholder Shares of such class and securities convertible, exchangeable or exercisable for Stockholder Shares of such class to be sold in the contemplated Transfer. For example, if All fractional shares resulting from the Sale Notice contemplated a sale of 100 Stockholder Shares by calculation contained in the Original Stockholder, and if prior sentence will be rounded to the Original Stockholder 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)nearest whole share. The Original Stockholder CHS shall use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investor Participating Stockholders in any contemplated Transfer and to the inclusion of the Warrant and the Preferred Stock in the contemplated Transfer, and the Original Stockholder CHS shall not transfer Transfer any of its Stockholder Shares to any prospective transferee if such the prospective transferee(s) declines unless (A) the prospective transferee(s) agrees to allow the participation of the Investor Participating Stockholders or (B) CHS agrees to purchase the inclusion number of such class of Stockholder Shares from any Participating Stockholders which the Warrant and/or the Preferred StockParticipating Stockholders would have been entitled to sell pursuant to this Section 3(c). If any portion of the Warrant is securities convertible, ------------ exchangeable or exercisable for Stockholder Shares are included in any Transfer of Stockholder Shares under this subparagraph 4(bSection 3(c), the purchase price for the Warrant such securities shall be equal ------------ to the full purchase price determined hereunder for the Stockholder Shares covered by the portion of the Warrant 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 number 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. At least 30 days prior to any Transfer sale by PCA Holdings of Stockholder Shares by the Original Stockholder Common Stock (other than a Public Sale or an Exempt Saleany Transfer to any of its members or affiliates or their members, partners, shareholders or affiliates), the Original Stockholder PCA Holdings shall deliver a written notice (the "Sale NoticeSALE NOTICE") to the Company Executive and the Investor, Trust specifying in reasonable detail the identity of the prospective transferee(s), the number of shares to be transferred sold and the terms and conditions of the proposed Transfer. The Investor Executive and the Trust 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 Original Stockholder PCA Holdings within 30 days after delivery of the Sale Notice. If the Investor Executive and/or Trust has elected to participate in such Transfer, each of PCA Holdings and Executive and/or the Original Stockholder and the Investor Trust shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Stockholder Shares shares of Common Stock equal to the product of (i) the quotient determined by dividing (A) the percentage of Stockholder Shares shares of Common Stock owned by such Person Executive or the Trust, as the case may be, by (B) the aggregate percentage of Stockholder Shares shares of Common Stock collectively owned by PCA Holdings, the Original Stockholder Trust and all existing and former employees of the Investor Company (including Executive) participating in such Transfer and (ii) the aggregate number of Stockholder Shares shares of Common Stock to be sold in the contemplated Transfer. For exampleFOR EXAMPLE, if the Sale Notice contemplated a sale of 100 Stockholder Shares by the Original Stockholdershares of Common Stock, and if the Original Stockholder PCA Holdings at such time owns 3040% of all Stockholder Shares shares of Common Stock and if the Investor Executive elects to participate and he owns 202% of all Stockholder Sharesshares of Common Stock and if other employees of the Company owning an aggregate of 10% of Common Stock elect to participate in the contemplated sale, the Original Stockholder PCA Holdings would be entitled to sell 60 76.9 shares (3040% / 50DIVIDED BY 52% x 100 shares), Executive would be entitled to sell 3.9 shares (2% DIVIDED BY 52% x 100 shares) and the Investor other employees would be entitled to sell 40 19.2 shares in the aggregate (2010% / 50DIVIDED BY 52% x 100 shares). The Original Stockholder Each person transferring shares of Common Stock pursuant to this PARAGRAPH 5(c) shall use best efforts pay its pro rata share (based on the number of shares of Common Stock to obtain the agreement be sold) of the prospective transferee(s) expenses incurred by the persons transferring shares in connection with such Transfer and shall be obligated to the participation of the Investor join in any contemplated indemnification or other obligations that PCA Holdings agrees to provide in connection with such Transfer (other than any such obligations that relate specifically to a another person such as indemnification with respect to representations and warranties given by such other person regarding such other person's title to the inclusion and ownership of the Warrant and the Preferred Stock in the contemplated Transfer, and the Original Stockholder shall not transfer any shares of its Stockholder Shares to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Investor or the inclusion of the Warrant and/or the Preferred Common 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. At least 30 days prior In the event that the Non-Transferring Stockholders fail to any Transfer of purchase the Existing Stockholder Shares by Securities specified in the Original Stockholder (other than a Public Sale or an Exempt Sale)Offer Notice, the Original Stockholder shall deliver a written notice (the "Sale Notice") to the Company and the Investor, 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 Transfer. The Investor 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 Third Party Sale by delivering written notice to the Original Transferring Stockholder within 30 15 days after delivery expiration of the Sale NoticeStockholder Election Period. If the Investor has elected Stockholders elect to participate in such TransferThird Party Sale, each of the Original Stockholder Transferring Stockholders and the Investor shall electing Stockholders will be entitled to sell in the contemplated TransferThird Party Sale, at the same price and on the same terms, a number of Stockholder Shares shares of Securities proposed to be sold equal to the product of (i) the quotient determined by dividing fraction, the percentage numerator of Stockholder Shares owned which is the number of shares of Securities (on a fully-diluted basis) held by such Person by Person, and the denominator of which is the aggregate percentage number of Stockholder Shares shares of Securities (on a fully-diluted basis) owned by the Original Transferring Stockholder and the Investor and electing Stockholders, multiplied by (ii) the number of Stockholder Shares shares of Securities (on a fully-diluted basis) to be sold in the contemplated TransferThird Party Sale. For example, if the Sale Notice notice from the Transferring Stockholder contemplated a sale of 100 Stockholder Shares shares of Securities by the Original Stockholder, Transferring Stockholder and if the Original Transferring Stockholder at such time owns 30% 300 shares of all Stockholder Shares Securities, and if the Investor a Stockholder elects to participate in such sale and such Stockholder owns 20% 200 shares of all Stockholder SharesSecurities (on a fully-diluted basis), the Original such Transferring Stockholder would be entitled to sell 60 shares (30% / 50% 300/500 x 100 shares) and the Investor such Stockholder would be entitled to sell 40 shares (20% / 50% 200/500 x 100 shares). The Original Transferring Stockholder shall will use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investor electing Stockholders in any contemplated Transfer Third Party Sale and to the inclusion of the Warrant and the Preferred Stock in the contemplated Transfer, and the Original Stockholder shall will not transfer any of its Stockholder Shares Securities to any the prospective transferee transferee(s) if such the prospective transferee(s) declines to allow the participation of the Investor or electing Stockholders on the inclusion 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 transferredterms specified herein.

Participation Rights. At least 30 days prior to any Transfer of Stockholder Shares by the Original Stockholder (other than a Public Sale or an Exempt Sale), the Original Stockholder shall deliver a written notice (the "Sale Notice") to the Company and the Investor, 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 Transfer. The Investor Other Stockholders may elect to participate in the a 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 Original Transferring Stockholder within 30 days after delivery of the Sale Transfer Notice. If the Investor has any Other Stockholders have elected to participate in such Transfer, the Original Transferring Stockholder and the Investor such Other Stockholders shall be entitled to sell in the contemplated Transfer, at the same price and on the same termsterms contemplated in the Transfer, a number of Stockholder Shares equal to the product of (i) the quotient determined by dividing the percentage of Stockholder Shares owned by such Person by the aggregate percentage of Stockholder Shares owned by the Original Transferring Stockholder and the Investor Other Stockholders participating in such sale and (ii) the number of Stockholder Shares to be sold in the contemplated Transfer. For example, if the Sale Notice contemplated a sale of 100 Stockholder Shares by the Original Transferring Stockholder, and if the Original Transferring Stockholder at such time owns 30% of all Stockholder Shares and if the Investor one Other Stockholder elects to participate and owns 20% of all Stockholder Shares, the Original Transferring Stockholder would be entitled to sell 60 shares (30% / 50% x 100 shares) and the Investor Other Stockholder would be entitled to sell 40 shares (20% / 50% x 100 shares). The Original Each Transferring Stockholder shall use best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investor Other Stockholders in any contemplated Transfer and to the inclusion of the Warrant and the Preferred Stock in the contemplated Transfer, and the Original no Transferring Stockholder shall not transfer any of its Stockholder Shares to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Investor or Other Stockholders. Each Stockholder transferring Stockholder Shares pursuant to this paragraph 6(c) shall pay such holder's pro rata share (based on the inclusion of the Warrant and/or the Preferred Stock. If any portion of the Warrant is included in any Transfer number of Stockholder Shares under this subparagraph 4(b), to be sold) of the purchase price for expenses incurred by the Warrant Stockholders in connection with such transfer and shall be equal obligated to join on a pro rata basis (based on the full purchase price determined hereunder for the number of Stockholder Shares covered 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 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 portion transferees with respect to an amount in excess of the Warrant net cash proceeds paid to be transferredsuch holder in connection with such Transfer).

Participation Rights. At least 30 days prior to any Transfer of -------------------- Stockholder Shares by the Original Stockholder (other than a Public Sale or an Exempt Salea Transfer to the Company or the Other Stockholders pursuant to paragraph 2(b)), the Original Stockholder making such Transfer (the "Transferring Stockholder") shall deliver a written notice (the "Sale Notice") to the Company and the Investorother Stockholders (the "Other 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 Transfer. The Investor 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 Original Transferring Stockholder within 30 days after delivery of the Sale Notice. If the Investor has any Other Stockholders have elected to participate in such Transfer, the Original Transferring Stockholder and the Investor such Other Stockholders shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Stockholder Shares equal to the product of (i) the quotient determined by dividing the percentage of Stockholder Shares owned by such Person person by the aggregate percentage of Stockholder Shares owned by the Original Transferring Stockholder and the Investor Other Stockholders participating in such sale and (ii) the number of Stockholder Shares to be sold in the contemplated Transfer. For example, if the Sale Notice contemplated a sale of 100 Stockholder ----------- Shares by the Original Transferring Stockholder, and if the Original Transferring Stockholder at such time owns 30% of all Stockholder Shares and if the Investor one Other Stockholder elects to participate and owns 20% of all Stockholder Shares, the Original Transferring Stockholder would be entitled to sell 60 shares (30% / %, 50% x 100 shares) and the Investor Other Stockholder would be entitled to sell 40 shares (20% / %, 50% x 100 shares). The Original Each Stockholder shall use best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investor Other Stockholders in any contemplated Transfer and to the inclusion of the Warrant and the Preferred Stock in the contemplated Transfer, and the Original each Stockholder shall not transfer any of its Stockholder Shares to any the prospective transferee transferee(s) if such the prospective transferee(s) declines to allow the participation of the Investor or the inclusion 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 transferredOther Stockholders.

Participation Rights. At least 30 days prior to any Transfer of Each Continuing Stockholder Shares by the Original Stockholder (other than a Public Sale or an Exempt Sale), the Original Stockholder shall deliver a written notice (the "Sale Notice") to the Company and the Investor, 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 Transfer. The Investor may elect to participate in the a contemplated Transfer at the same price per share (whether voting or non-voting stock) and on the same terms of Offered Shares by DLJ Stockholders by delivering written notice to the Original Stockholder DLJ Stockholders within 30 20 days after delivery of the Sale Notice. If the Investor any Continuing Stockholder has elected to participate in such Transfer, the Original such Continuing Stockholder and the Investor shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, Transfer a number of Stockholder Shares owned by such Continuing Stockholder equal to the product of (i) the quotient determined by dividing the percentage of all Stockholder Shares owned by such Person Continuing Stockholder by the aggregate percentage of all Stockholder Shares owned by the Original Stockholder DLJ Stockholders and the Investor Continuing Stockholders electing to participate in such sale and (ii) the number of Stockholder Offered Shares. The sale by all Continuing Stockholders electing to participate in such sale will be on the same terms as the sale by the DLJ Stockholders and at sale prices equal the same price per share as paid to the DLJ Stockholders for the Offered Shares to be sold in by the contemplated TransferDLJ Stockholders. For example, if the Sale Notice contemplated a sale of 100 Stockholder Offered Shares by the Original StockholderDLJ Stockholders, and if the Original Stockholder DLJ Stockholders at such time owns 30% of all Stockholder Shares and if the Investor one other Continuing Stockholder elects to participate and owns 20% of all Stockholder Shares, the Original Stockholder DLJ Stockholders would be entitled to sell 60 shares ((30% / 50% x %) X 100 shares) and the Investor such Continuing Stockholder would be entitled to sell 40 shares ((20% / 50% %) x 100 shares). The Original Stockholder DLJ Stockholders shall use reasonable best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investor Continuing Stockholders in any contemplated Transfer and to the inclusion of the Warrant and the Preferred Stock in the contemplated Transfer, and the Original Stockholder DLJ Stockholders shall not transfer Transfer any of its Stockholder Shares to any the prospective transferee transferee(s) if such the prospective transferee(s) declines to allow the participation of the Investor or the inclusion 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 transferredContinuing Stockholders.

Participation Rights. At least 30 days prior to any Transfer of Stockholder Shares by the Original Stockholder (other than an Exempt Transfer or a Public Sale or an Exempt Sale), the Original Stockholder Optionee shall deliver a written notice (the "Sale Notice") to the Company and the Investorother Stockholders (the "Other 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 Transfer. The Investor 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 Original Transferring Stockholder within 30 15 days after delivery of the Sale Notice. If the Investor has any Other Stockholders have elected to participate in such Transfer, the Original Stockholder Optionee and the Investor such Other Stockholders shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Stockholder Shares equal to the product of (i1) the quotient determined by dividing the percentage of Stockholder Shares capital stock owned by such Person person by the aggregate percentage of Stockholder Shares owned by the Original Stockholder optionee and the Investor Other Stockholders participating in such sale, and (ii) the number of Stockholder Shares to be sold in the contemplated Transfer. For example, if the Sale Notice contemplated a sale of 100 Stockholder Shares by the Original Stockholder, Optionee and if the Original Stockholder Optionee at such time owns 301% of all Stockholder Shares and if the Investor one Other Stockholder elects to participate and owns 205% of all Stockholder Shares, the Original Optionee would be entitled to sell 16.6 shares (1% divided by 5% times 100 shares) and the Other Stockholder would be entitled to sell 60 83.4 shares (305% / 50divided by 6% x 100 shares) and the Investor would be entitled to sell 40 shares (20% / 50% x times 100 shares). The Original Stockholder Optionee shall use his best efforts to obtain the agreement of the prospective transferee(stransferees) to the participation of the Investor Other Stockholders in any contemplated Transfer and to the inclusion of the Warrant Preferred Stock and the Preferred Stock Warrants in the contemplated Transfer, and the Original Stockholder Optionee shall not transfer any of its his Stockholder Shares to any prospective transferee if such prospective transferee(s) transferee declines to allow the participation of the Investor Other Stockholders or the inclusion of the Warrant and/or Preferred Stock or the Preferred StockWarrants. If any portion of the Warrant warrants is included in any Transfer of Stockholder Shares under this subparagraph 4(b15(c), the purchase price for the Warrant Warrants shall be equal to the full purchase price determined hereunder for the Stockholder Shares covered by the portion of the Warrant Warrants to be transferred, reduced by the aggregate exercise price for such shares.

Participation Rights. At least 30 days prior to any Transfer sale by PCA Holdings of Stockholder Shares by the Original Stockholder Common Stock (other than a Public Sale or an Exempt Saleany Transfer to any of its members or affiliates or their members, partners, shareholders or affiliates), the Original Stockholder PCA Holdings shall deliver a written notice (the "Sale NoticeSALE NOTICE") to the Company and the Investor, each Executive specifying in reasonable detail the identity of the prospective transferee(s), the number of shares to be transferred sold and the terms and conditions of the proposed Transfer. The Investor Each Executive 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 Original Stockholder PCA Holdings within 30 days after delivery of the Sale Notice. If the Investor any Executive has elected to participate in such Transfer, the Original Stockholder each of PCA Holdings and the Investor each such Executive shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Stockholder Shares shares of Common Stock equal to the product of (i) the quotient determined by dividing (A) the percentage of Stockholder Shares shares of Common Stock owned by such Person person by (B) the aggregate percentage of Stockholder Shares shares of Common Stock collectively owned by the Original Stockholder and the Investor all persons participating in such Transfer and (ii) the aggregate number of Stockholder Shares shares of Common Stock to be sold in the contemplated Transfer. For exampleFOR EXAMPLE, if the Sale Notice contemplated a sale of 100 Stockholder Shares by the Original Stockholdershares of Common Stock, and if the Original Stockholder PCA Holdings at such time owns 3040% of all Stockholder Shares shares of Common Stock and if the Investor an Executive elects to participate and such Executive owns 202% of all Stockholder Sharesshares of Common Stock and if other persons owning an aggregate of 10% of all shares of Common Stock elect to participate in the contemplated sale, the Original Stockholder PCA Holdings would be entitled to sell 60 76.9 shares (3040% / 50DIVIDED BY 52% x 100 shares), such Executive would be entitled to sell 3.9 shares (2% DIVIDED BY 52% x 100 shares) and the Investor other persons would be entitled to sell 40 19.2 shares in the aggregate (2010% / 50DIVIDED BY 52% x 100 shares)) . The Original Stockholder Each person transferring shares of Common Stock pursuant to this PARAGRAPH 5(c) shall use best efforts pay his, her or its pro rata share (based on the number of shares of Common Stock to obtain the agreement be sold) of the prospective transferee(s) expenses incurred by the persons transferring shares in connection with such Transfer and shall be obligated to the participation of the Investor join in any contemplated indemnification or other obligations that PCA Holdings agrees to provide in connection with such Transfer (other than any such obligations that relate specifically to another person such as indemnification with respect to representations and warranties given by such other person regarding such other person's title to the inclusion and ownership of the Warrant and the Preferred Stock in the contemplated Transfer, and the Original Stockholder shall not transfer any shares of its Stockholder Shares to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Investor or the inclusion of the Warrant and/or the Preferred Common 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. At least 30 days prior to any Transfer of -------------------- Stockholder Shares by the Original Stockholder (other than a Public Sale, an Approved Sale or an Exempt Salea Transfer to the Company or the Other Stockholders pursuant to paragraph 4(b), the Original Transferring Stockholder shall deliver a written notice (the "Sale Notice") to ----------- the Company and the Investorother Stockholders, excluding the Founders (the "Other ----- 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 the same notice and given at the same time as the Offer Notice under paragraph 4(b)). The Investor 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 Original Transferring Stockholder within 30 days after delivery of the Sale Notice. If the Investor has any Other Stockholders have elected to participate in such Transfer, the Original Transferring Stockholder and the Investor such Other Stockholders shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Stockholder Shares equal to the product of (i) the quotient determined by dividing the percentage of Stockholder Shares owned by such Person by the aggregate percentage of Stockholder Shares owned by the Original Transferring Stockholder and the Investor Other Stockholders participating in such sale and (ii) the number of Stockholder Shares to be sold in the contemplated Transfer. For purposes of this paragraph 4(c), the number of Stockholder Shares represented by shares of Preferred Stock shall be the number of shares of Common Stock issuable upon conversion of the Preferred Stock immediately preceding the consummation of the Transfer. For example, if the Sale Notice contemplated a sale of 100 ----------- Stockholder Shares by the Original Transferring Stockholder, and if the Original Transferring Stockholder at such time owns 30% of all Stockholder Shares and if the Investor one Other Stockholder elects to participate and owns 20% of all Stockholder Shares, the Original Transferring Stockholder would be entitled to sell 60 shares (30% / divided by 50% x 100 shares) and the Investor Other Stockholder would be entitled to sell 40 shares (20% / divided by 50% x 100 shares). The Original Each Transferring Stockholder shall use best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investor Other Stockholders in any contemplated Transfer, and to the inclusion (in the case of the Investors) of the Old Preferred in the contemplated Transfer and to the inclusion (in the case of the Warrant and G Investors or H Investors) of the Class G Preferred Stock or Class H Preferred in the contemplated Transfer, and the Original no Transferring Stockholder shall not transfer any of its Stockholder Shares to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Investor Other Stockholders or the inclusion of the Warrant and/or the Preferred Stock. If any portion of Each Stockholder transferring Stockholder Shares pursuant to this paragraph 4(c) shall pay its pro rata share (based on the Warrant is included in any Transfer number of Stockholder Shares under this subparagraph 4(b), to be sold) of the purchase price for expenses incurred by the Warrant Stockholders in connection with such transfer and shall be equal obligated to join on a pro rata basis (based on the full purchase price determined hereunder for the number of Stockholder Shares covered 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 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 portion transferees with respect to an amount in excess of the Warrant net cash proceeds paid to be transferredsuch holder in connection with such Transfer).

Participation Rights. At least 30 days prior to any Transfer of Stockholder Shares by the Original Stockholder (other than a Public Sale or an Exempt Sale)Shares, the Original Stockholder Transferring Founder shall deliver a written notice (the "Sale Notice") to the Company and the Investorholders of Underlying Common Stock, 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 Transfer. The Investor holders of Underlying Common Stock 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 Original Stockholder Transferring Founder within 30 days after delivery of the Sale Notice. If the Investor has any holders of Underlying Common Stock have elected to participate in such Transfer, the Original Stockholder Transferring Founder and the Investor such holders of Underlying Common Stock shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Stockholder Shares equal to the product of (i) the quotient determined by dividing the percentage number of Stockholder Shares owned by such Person person by the aggregate percentage number of Stockholder Shares owned by the Original Stockholder Transferring Founder and the Investor holders of Underlying Common Stock participating in such sale and (ii) the number of Stockholder Shares to be sold in the contemplated Transfer. For purposes of the foregoing, the rights contained herein shall apply to any Transfer of Stockholder Shares which are not Common Stock on an as-if-converted, exercised or exchanged (as appropriate) basis. For example, if the Sale Notice contemplated a sale of 100 Stockholder Shares by the Original StockholderTransferring Founder, and if the Original Stockholder Transferring Founder at such time owns 30% of all 1,200 Stockholder Shares and if the Investor one holder of Underlying Common Stock elects to participate and owns 20% of all 800 Stockholder Shares, the Original Stockholder Transferring Founder would be entitled to sell 60 shares (30% 1,200 / 50% 2,000 x 100 shares) and the Investor holders of Underlying Common Stock would be entitled to sell 40 shares (20% 800 / 50% 2,000 x 100 shares). The Original Stockholder shall use best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investor in any contemplated Transfer and to the inclusion of the Warrant and the Preferred Stock in the contemplated Transfer, and the Original Stockholder shall not transfer any of its Stockholder Shares to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Investor or the inclusion 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. At least 30 days prior to any Transfer of Stockholder Shares by the Original Stockholder (other than a Public Sale or an Exempt Sale), the Original Stockholder shall deliver a written notice (the "Sale Notice") to the Company and the Investor, 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 Transfer. The Investor 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 Original Stockholder within 30 days after delivery of the Sale Notice. If the Investor has elected to participate in such Transfer, the Original Stockholder and the Investor shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Stockholder Shares equal to the product of (i) the quotient determined by dividing the percentage of Stockholder Shares owned by such Person by the aggregate percentage of Stockholder Shares owned by the Original original Stockholder and the Investor and (ii) the number of Stockholder Shares to be sold in the contemplated Transfer. For example, if the Sale Notice contemplated a sale of 100 Stockholder Shares by the Original Stockholder, and if the Original Stockholder 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 the Investor in any contemplated Transfer and to the inclusion of the Warrant and the Preferred Stock in the contemplated Transfer, and the Original Stockholder shall not transfer any of its Stockholder Shares to any prospective transferee if such prospective transferee(s(transferees) declines to allow the participation of the Investor or the inclusion 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. At least 30 40 days prior to any Transfer of -------------------- Stockholder Shares by the Original Stockholder (other than a Public Sale or an Exempt SaleTransfer or a Transfer pursuant to Section 3(b)) by the Liberty investors or by a Transferring Stockholder (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 3(b)), then such Stockholder (the Original Stockholder "Selling Stockholder") shall deliver a written notice (the ------------------- "Sale Notice") to the Company and the Investorother holders of Stockholder Shares (the ----------- "Other Stockholders"), specifying in reasonable detail the identity of the ------------------ prospective transferee(s), the class and number of shares to be transferred and the terms and conditions of the TransferTransfer (which notice may be the same notice and given at the same time as the Offer Notice under Section 3(b)). The Investor 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 Original Selling Stockholder within 30 days after delivery of the Sale Notice. If the Investor has any Other Stockholders have elected to participate in such Transfer, the Original Selling Stockholder and the Investor such Other Stockholders shall each be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Stockholder Shares of a particular class equal to the product of (i) the quotient determined by dividing the percentage of such class of Stockholder Shares owned by such Person by the aggregate percentage of such class of Stockholder Shares owned by the Original Selling Stockholder and the Investor Other Stockholders participating in such sale and (ii) the number of the class of Stockholder Shares to be sold in the contemplated Transfer. For exampleexample (by way of illustration only), if the Sale Notice contemplated a ----------------------------------------- sale of 100 Stockholder Shares shares of Common Stock by the Original Selling Stockholder, and if the Original Selling Stockholder at such time owns 30% of all Stockholder Shares shares of Common Stock and if the Investor one Other Stockholder elects to participate and owns 20% of all Stockholder Shares, shares of Common Stock the Original Selling Stockholder would be entitled to sell 60 shares of Common Stock (30% / 5030%/50% x 100 shares) and the Investor Other Stockholder would be entitled to sell 40 shares of Common Stock (20% / 5020%/50% x 100 shares). The Original Each Selling Stockholder shall use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investor electing Other Stockholders in any contemplated Transfer and to the inclusion (in the case of the Warrant and Liberty Investors) of the Preferred Stock Warrants exercisable into Stockholder Shares in the contemplated Transfer, and the Original no Selling Stockholder shall not transfer any of its Stockholder Shares to any prospective transferee if such prospective transferee(s) transferee declines to allow the participation of the Investor Other Stockholders or the inclusion of the Warrant and/or Warrants on the Preferred Stockterms set forth in this Section 3(c). If any portion of the Warrant Warrants is included in any Transfer of Stockholder Shares under this subparagraph 4(bSection 3(c), the purchase price for the Warrant Warrants shall be equal to the full purchase price determined hereunder for the Stockholder Shares covered by the portion of the Warrant 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. At least 30 (i) If MDCP proposes to Transfer any of its Stockholder Shares (other than (i) pursuant to an Exempt Transfer or (ii) pursuant to the Quadrangle Purchase Agreement, then not less than 20 days prior to any such Transfer of Stockholder Shares by (such 20-day period, the Original Stockholder (other than a Public Sale or an Exempt Sale"MDCP SALE PERIOD"), the Original Stockholder MDCP shall deliver a written notice (the "Sale NoticeMDCP SALE NOTICE") to the Company and all holders of Stockholder Shares other than MDCP (the Investor, "OTHER STOCKHOLDERS") specifying in reasonable detail the identity identity, background and ownership (if any) of the prospective transferee(s), the number of shares to be transferred Transferred and the 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(d)). The Investor Subject to paragraph 3(e)(iii), 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 (the "MDCP SALE ELECTION NOTICE") to MDCP within the Original Stockholder within 30 days after delivery MDCP Sale Period. If any of the Sale Notice. If the Investor Other Stockholders has elected to participate in such Transfer, the Original then MDCP and such Other Stockholder and the Investor shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Stockholder Shares equal to the product of (iA) the quotient determined by dividing (x) the percentage of Stockholder Shares owned by such Person by (y) the aggregate percentage of Stockholder Shares owned by the Original Stockholder MDCP and the Investor Other Stockholders participating in such sale, and (iiB) the number of Stockholder Shares to be sold in the contemplated Transfer. For example, if the Sale Notice contemplated a sale of 100 Stockholder Shares by the Original StockholderMDCP, and if the Original Stockholder MDCP at such time owns 30% of all Stockholder Shares and if the Investor elects to participate Xxxxxxxx Investors owning 20%, Executives owning 10% and owns 20the Quadrangle Investors owning 8% of all Stockholder SharesShares elect to participate, the Original Stockholder then MDCP would be entitled to sell 60 44 shares ((30% / 5068%) x 100 shares), the Xxxxxxxx Investors would be entitled to sell 29 shares ((20% / 68%) x 100 shares), the Executives would be entitled to sell 15 shares ((10% / 68%) x 100 shares) and the Investor Quadrangle Investors would be entitled to sell 40 12 shares (20(8% / 50% 68%) x 100 shares). The Original Stockholder shall use best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investor in any contemplated Transfer and to the inclusion of the Warrant and the Preferred Stock in the contemplated Transfer, and the Original Stockholder shall not transfer any of its Stockholder Shares to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Investor or the inclusion 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. (i) At least 30 days prior to any Transfer of Stockholder Shares by the Original Stockholder (other than a Public Sale or an Exempt Salea Transfer to a Permitted Transferee), the Original holder of Stockholder Shares making such Transfer (the "Transferring Stockholder") shall deliver a written notice (the "Sale Notice") to the Company and the Investorother Stockholders holding the same class of Stockholder Shares (the "Other 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 the same notice and given at the same time as the Offer Notice under paragraph 4). The Investor 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 Original Transferring Stockholder within 30 15 days after delivery of the Sale Notice. If the Investor has any Other Stockholders have elected to participate in such Transfer, the Original Transferring Stockholder and the Investor such Other Stockholders shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, terms a number of Stockholder Shares equal to the product of (i) the quotient determined by dividing the percentage of Stockholder Shares owned by such Person by the aggregate percentage of Stockholder Shares owned by the Original Transferring Stockholder and the Investor Other Stockholders participating in such sale and (ii) the number of Stockholder Shares to be sold in the contemplated Transfer. For example, if the Sale Notice contemplated a sale of 100 Stockholder Shares by the Original Transferring Stockholder, and if the Original Transferring Stockholder at such time owns 30% of all Stockholder Shares and if the Investor one Other Stockholder elects to participate and owns 20% of all Stockholder Shares, the Original Transferring Stockholder would be entitled to sell 60 shares (30% / 50% x 100 shares) and the Investor Other Stockholder would be entitled to sell 40 shares (20% / 50% x 100 shares). The Original Each Transferring Stockholder shall use reasonable best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investor Participating Stockholders in any contemplated Transfer and to the inclusion of the Warrant and the Preferred Stock in the contemplated Transfer, and the Original no Transferring Stockholder shall not transfer any of his, her or its Stockholder Shares to any prospective transferee if such unless (A) the prospective transferee(s) declines agrees to allow the participation of the Investor Participating Stockholders or (B) the inclusion Transferring Stockholder agrees to purchase from the Participating Stockholders the number of Stockholders Shares which the Warrant and/or Participating Stockholders would have been entitled to sell pursuant to this paragraph 3(b) at the Preferred Stocksame price and on the same terms. If any portion of Each Stockholder transferring Stockholder Shares pursuant to this paragraph 3(b) shall pay his, her or its pro rata share (based on the Warrant is included in any Transfer number of Stockholder Shares under this subparagraph 4(b), to be sold) of the purchase price for expenses incurred by the Warrant Stockholders in connection with such transfer and shall be equal obligated to join on a pro rata basis (based on the full purchase price determined hereunder for the number of Stockholder Shares covered 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 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 portion transferees with respect to an amount in excess of the Warrant net cash proceeds paid to be transferredsuch holder in connection with such Transfer.

Participation Rights. At least 30 days prior to any Transfer of Stockholder Shares by the Original Stockholder (other than an Exempt Transfer or a Public Sale or an Exempt Sale), the Original Stockholder making such Transfer (the "Transferring Stockholder") shall deliver a written notice (the "Sale Notice") to the Company and the Investorother Stockholders (the "Other Stockholders"), specifying in reasonable detail the identity of the prospective transferee(stransferees), the number of shares to be transferred and the terms and conditions of the Transfer. The Investor 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 Original Transferring Stockholder within 30 15 days after delivery of the Sale Notice. If the Investor has any Other Stockholders have elected to participate in such Transfer, the Original Transferring Stockholder and the Investor such Other Stockholders shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Stockholder Shares equal to the product of (i) the quotient determined by dividing the percentage of Stockholder Shares owned by such Person by the aggregate percentage of Stockholder Shares owned by the Original Stockholder Transferring Stock holder and the Investor Other Stockholders participating in such sale and (ii) the number of Stockholder Shares to be sold in the contemplated Transfer. For example, if the Sale Notice contemplated a sale of 100 Stockholder Shares by the Original Transferring Stockholder, and if the Original Trans ferring Stockholder at such time owns 30% of all Stockholder Shares and if the Investor one Other Stockholder elects to participate and owns 20% of all Stockholder Shares, the Original Transferring Stockholder would be entitled to sell 60 shares (30% / 50% x 100 shares) and the Investor Other Stockholder would be entitled to sell 40 shares (20% / 50% x 100 shares). The Original Each Stockholder shall use best efforts to obtain the agreement of the prospective transferee(stransferees) to the participation of the Investor Other Stockholders in any contemplated Transfer and to the inclusion of the Warrant Preferred Stock and the Preferred Stock Warrants in the contemplated Transfer, and the Original each Stockholder shall not transfer any of its Stockholder Shares to any prospective transferee if such prospective transferee(s) transferee declines to allow the participation of the Investor Other Stockholders or the inclusion of the Warrant and/or Preferred Stock or the Preferred StockWarrants. If any portion of the Warrant Warrants is included in any Transfer of Stockholder Shares under this subparagraph 4(b6(c), the purchase price for the Warrant Warrants shall be equal to the full purchase price determined hereunder for the Stockholder Shares covered by the portion of the Warrant Warrants to be transferred, reduced by the aggregate exercise price for such shares.