definiens: as defined in Regulation D, the Stockholders constituting theDrag - Along Stockholders shall have no obligation to cause such Participating Seller to receive as to theShares the same amount and kind D-8of securities as the Drag - Along Stockholders to the extent of such receipt of securities, unless the Drag - Along Stockholders shall have elected to cause such requirements to have been complied with to the extentnecessary to permit such Participating Seller to receive such securities . The Participating Seller shall beentitled to receive, in lieu thereof, against surrender of the Shares ( in accordance with Section 4.3(c ) ) whichwould have otherwise been transferred by such Participating Seller to the Proposed Buyer in the Drag - AlongTransaction, an amount in cash equal to the fair market value of the securities which such ParticipatingSeller would otherwise have received ( as determined in good faith by the Board of Directors in its solediscretion ) . In the event such requirements have been complied with to the extent necessary to permit suchParticipating Seller to receive such securities, the Participating Seller shall execute such documents andinstruments, and take such other actions ( including without limitation, if required by the Drag - AlongStockholders, agreeing to be represented, without cost to the Participating Seller, during the course of suchDrag - Along Transaction by a ( as defined in Regulation D ) in connection withevaluating the merits and risks of the prospective investment and acknowledging that he was sorepresented ), as the Proposed Buyer or the Company shall reasonably request in order to permit suchrequirements to have been complied with ; provided, however, that such actions shall not include anyexpenditure of funds by the Participating Seller, it being understood that payment by the Participating Sellerof the fees and disbursements of any counsel the Participating Seller may elect to retain shall be deemednot to constitute a required expenditure of funds for purposes of this provision