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 of securities as the Drag - Along Stockholders to the extent of such receiptof securities, unless the Drag - Along Stockholders shall have elected to cause such C-10requirements to have been complied with to the extent necessary to permit such Participating Seller toreceive such securities . The Participating Seller shall be entitled to receive, in lieu thereof, against surrenderof the Shares ( in accordance with Section 5.3(c ) ) which would have otherwise been transferred by suchParticipating Seller to the Proposed Buyer in the Drag - Along Transaction, an amount in cash equal to the fairmarket value of the securities which such Participating Seller would otherwise have received ( as determinedin good faith by the Board of Directors in its sole discretion ) . In the event such requirements have beencomplied with to the extent necessary to permit such Participating Seller to receive such securities, theParticipating Seller shall execute such documents and instruments, and take such other actions ( includingwithout limitation, if required by the Drag - Along Stockholders, agreeing to be represented, without cost to theParticipating Seller, during the course of such Drag - Along Transaction by a ( asdefined in Regulation D ) in connection with evaluating the merits and risks of the prospective investment andacknowledging that he was so represented ), as the Proposed Buyer or the Company shall reasonablyrequest in order to permit such requirements to have been complied with ; provided, however, that suchactions shall not include any expenditure of funds by the Participating Seller, it being understood thatpayment by the Participating Seller of the fees and disbursements of any counsel the Participating Sellermay elect to retain shall be deemed not to constitute a required expenditure of funds for purposes of thisprovision