Exhibit 10.15


EXECUTION
VERSION


STOCKHOLDERS AGREEMENT


AMONG


LPL
HOLDINGS, INC.


BD
INVESTMENT HOLDINGS INC.


AND


THE STOCKHOLDERS LISTED

ON THE SIGNATURE PAGES


DATED AS OF DECEMBER 28, 2005
















Table of Contents


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
  ARTICLE
  I

  
	
   

  
	
  DEFINITIONS

  
	
   

  
	
  Section 1.1.

  	
   

  	
  Certain Defined Terms

  	
   

  	
  2

  
	
  Section 1.2.

  	
   

  	
  Other Defined Terms

  	
   

  	
  7

  
	
  Section 1.3.

  	
   

  	
  Other Definitional Provisions

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  II

  
	
   

  
	
  CORPORATE
  GOVERNANCE

  
	
   

  
	
  Section 2.1.

  	
   

  	
  Board of Directors

  	
   

  	
  8

  
	
  Section 2.2.

  	
   

  	
  Sponsor Representation

  	
   

  	
  9

  
	
  Section 2.3.

  	
   

  	
  Voting Agreement

  	
   

  	
  10

  
	
  Section 2.4.

  	
   

  	
  Board Observer

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  III

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  REPRESENTATIONS
  AND WARRANTIES

  
	
   

  
	
  Section 3.1.

  	
   

  	
  Representations and Warranties of the Company

  	
   

  	
  11

  
	
  Section 3.2.

  	
   

  	
  Representations and Warranties of Buyer

  	
   

  	
  12

  
	
  Section 3.3.

  	
   

  	
  Representations and Warranties of the Sponsors

  	
   

  	
  12

  
	
  Section 3.4.

  	
   

  	
  Representations and Warranties of the Founders

  	
   

  	
  13

  
	
  Section 3.5.

  	
   

  	
  Representation and Warranties of the Managers

  	
   

  	
  13

  
	
  Section 3.6.

  	
   

  	
  Representations and Warranties of the Holders

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  IV

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TRANSFER
  RESTRICTIONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.1.

  	
   

  	
  General Limitations on Transfers

  	
   

  	
  15

  
	
  Section 4.2.

  	
   

  	
  Compliance with Securities Laws

  	
   

  	
  15

  
	
  Section 4.3.

  	
   

  	
  Permitted Transfers

  	
   

  	
  16

  
	
  Section 4.4.

  	
   

  	
  Tag-Along Rights

  	
   

  	
  17

  
	
  Section 4.5.

  	
   

  	
  Drag-Along Right

  	
   

  	
  20

  
	
  Section 4.6.

  	
   

  	
  Additional Provisions Relating to Restrictions on
  Transfers

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  V

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DIVIDEND
  RESTRICTIONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.1.

  	
   

  	
  Company Dividend Restrictions

  	
   

  	
  22

  



 



 i
 









 


ARTICLE VI


 


REGISTRATION RIGHTS


	
  Section 6.1.

  	
   

  	
  Registration

  	
   

  	
  23

  
	
  Section 6.2.

  	
   

  	
  Registration Procedures

  	
   

  	
  27

  
	
  Section 6.3.

  	
   

  	
  Indemnification

  	
   

  	
  31

  
	
  Section 6.4.

  	
   

  	
  Lock-Up Agreement

  	
   

  	
  35

  
	
  Section 6.5.

  	
   

  	
  Post IPO Registration

  	
   

  	
  35

  
	
  Section 6.6.

  	
   

  	
  Information by Sponsors, Founders, Managers, or
  Holders

  	
   

  	
  35

  
	
  Section 6.7.

  	
   

  	
  Rule 144 Reporting

  	
   

  	
  35

  
	
  Section 6.8.

  	
   

  	
  Termination of Registration Rights

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  VII

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PREEMPTIVE
  RIGHTS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.1.

  	
   

  	
  Preemptive Right for Equity Issuances

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  VIII

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PUT AND
  CALL OPTIONS

  
	
   

  
	
  Section 8.1.

  	
   

  	
  Call Option

  	
   

  	
  37

  
	
  Section 8.2.

  	
   

  	
  Put Rights

  	
   

  	
  37

  
	
  Section 8.3.

  	
   

  	
  Prepayments

  	
   

  	
  37

  
	
  Section 8.4.

  	
   

  	
  Notices, etc.

  	
   

  	
  37

  
	
  Section 8.5.

  	
   

  	
  Closing

  	
   

  	
  37

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  IX

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  COVENANTS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.1.

  	
   

  	
  Affiliate Transactions

  	
   

  	
  38

  
	
  Section 9.2.

  	
   

  	
  No Voting or Conflicting Agreements

  	
   

  	
  38

  
	
  Section 9.3.

  	
   

  	
  Further Assurances

  	
   

  	
  38

  
	
  Section 9.4.

  	
   

  	
  Confidentiality

  	
   

  	
  38

  
	
  Section 9.5.

  	
   

  	
  Information Rights

  	
   

  	
  39

  
	
  Section 9.6.

  	
   

  	
  Additional Parties

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  X

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MISCELLANEOUS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 10.1.

  	
   

  	
  Amendment and Waiver

  	
   

  	
  40

  
	
  Section 10.2.

  	
   

  	
  Company IPO

  	
   

  	
  40

  
	
  Section 10.3.

  	
   

  	
  Severability

  	
   

  	
  41

  
	
  Section 10.4.

  	
   

  	
  Entire Agreement

  	
   

  	
  41

  



 



 ii
 









 


	
  Section 10.5.

  	
   

  	
  Successors and Assigns

  	
   

  	
  41

  
	
  Section 10.6.

  	
   

  	
  Counterparts

  	
   

  	
  42

  
	
  Section 10.7.

  	
   

  	
  Remedies

  	
   

  	
  42

  
	
  Section 10.8.

  	
   

  	
  Notices

  	
   

  	
  42

  
	
  Section 10.9.

  	
   

  	
  Governing Law; Consent to Jurisdiction

  	
   

  	
  45

  
	
  Section 10.10.

  	
   

  	
  Interpretation

  	
   

  	
  46

  
	
  Section 10.11.

  	
   

  	
  Effectiveness

  	
   

  	
  46

  
	
  Section 10.12.

  	
   

  	
  Subsequent Acquisition of Shares

  	
   

  	
  46

  



 



 iii















STOCKHOLDERS
AGREEMENT


STOCKHOLDERS AGREEMENT dated as of December 28, 2005
among LPL Holdings, Inc., a Massachusetts corporation (the “Company”), BD Investment Holdings Inc.,
a Delaware corporation (“Buyer”),
Hellman & Friedman Capital Partners V, L.P. (“H&F
Capital Partners”), Hellman & Friedman Capital Partners V
(Parallel), L.P. (“H&F Parallel”),
Hellman & Friedman Capital Associates V, L.P. (“H&F
Capital Associates”) and TPG Partners IV, L.P. (“TPG”), together with their
respective Permittee Transferees who sign a Joinder Agreement (as defined
herein) (collectively, the “Sponsors”),
Todd A. Robinson, James S. Putnam TTEE for Putnam Family Trust Dated 1-6-99
Separate Property Trust, and Lois and David H. Butterfield (the “Founders”), Lincoln Anderson, Steven
Black, Stephanie L. Brown Trust, Mark S. Casady, William E. Dwyer III, Jonathan
Eaton, Mark George Lopez and Christa Lynn Lopez, C. William Maher, and Esther
M. Stearns (together with any other Person (as defined herein) who becomes a
party hereto pursuant to Section 9.6 hereof, the “Managers”) and the other Persons (as defined herein) who
are listed on the signature pages of this Agreement or who are not Managers and
who otherwise become parties pursuant to a Joinder Agreement (as defined
herein) (the “Holders”).


WHEREAS, the Company, Buyer, and BD Acquisition Inc.,
a Massachusetts corporation and a wholly owned subsidiary of Buyer (“Merger Sub”), entered into an Agreement
and Plan of Merger, dated as of October 27, 2005 (as it may be amended from
time to time, the “Merger Agreement”),
pursuant to and subject to the terms and conditions of which, among other
things, Merger Sub shall be merged (the “Merger”)
with and into the Company in accordance with the applicable provisions of the
MBCA and the separate corporate existence of Merger Sub shall thereupon cease,
and the Company shall be the surviving corporation in the Merger (the “Surviving Corporation”);


WHEREAS, upon the closing of the Merger (the “Closing”), the Sponsors, the Founders,
the Managers and the Holders, respectively, will Beneficially Own (as defined
herein) the respective amounts of the issued and outstanding Buyer Common Stock
(as defined herein) set forth in Schedule 1 to this Agreement;


WHEREAS, it is a condition to the obligations of each
of the Company and Buyer to consummate the Merger and the other transactions
contemplated by the Merger Agreement that this Agreement shall have been duly
executed and delivered by the Company, Buyer, the Sponsors, the Founders, the
Managers and the Holders; and


WHEREAS, the parties hereto desire to enter into this
Agreement to establish certain arrangements with respect to the shares of Buyer
Common Stock to be Beneficially Owned by the Sponsors, the Founders, the
Managers, and the Holders following the consummation of the Merger, as well as
restrictions on certain activities in respect of Buyer Common Stock, corporate
governance and other related corporate matters.


NOW, THEREFORE, in consideration of the premises and
of the mutual covenants and obligations hereinafter set forth, the parties
hereto hereby agree as follows:













ARTICLE I



DEFINITIONS


Section 1.1.            Certain Defined Terms. 
As used herein, the following terms shall have the following meanings:


“Affiliate” means,
with respect to any Person, any other Person that directly, or indirectly
through one or more intermediaries, controls, is controlled by or is under
common control with, such specified Person; provided that in no event, shall
the GS Holders be deemed to be an Affiliate of Buyer or the Company; provided,
further, that in no event, shall any Farallon Holder be deemed to be an
Affiliate of any H&F Sponsor and in no event, shall any H&F Sponsor be
deemed to be an Affiliate of any Farallon Holder.


“Agreement” means
this Stockholders Agreement as it may be amended, supplemented, restated or
modified from time to time.


“Beneficial Ownership”
by a Person of any securities includes ownership by any Person who, directly or
indirectly, through any contract, arrangement, understanding, relationship or otherwise,
has or shares (i) voting power which includes the power to vote, or to direct
the voting of, such security; and/or (ii) investment power which includes the
power to dispose, or to direct the disposition, of such security.  The terms “Beneficially Own” and “Beneficial Owner” shall have a correlative meaning.  For the avoidance of doubt, no Farallon
Holder shall be deemed to Beneficially Own any Shares owned by any H&F
Sponsor and no H&F Sponsor shall be deemed to Beneficially Own any Shares
owned by any Farallon Holder.


“Business Day”
shall mean any day that is not a Saturday, a Sunday or other day on which banks
are required or authorized by law to be closed in New York.


“Buyer Board” means
the Board of Directors of Buyer.


“Buyer Common Stock”
means, the authorized capital stock of Buyer, consisting solely of 20,000,000
shares of common stock, no par value.


“Capital Stock”
means, with respect to any Person at any time, any and all shares, interests,
participations or other equivalents (however designated, whether voting or
non-voting) of capital stock, partnership interests (whether general or
limited) or equivalent ownership interests in or issued by such Person.


“Cause” means (a) for any
Manager who has an employment agreement with the Company or its subsidiaries
that includes a definition of “cause,” cause as so defined; and (b) for any
other Manager, (i) the intentional failure to perform (other than by reason of
disability) or gross negligence or willful misconduct in the performance of
regular duties or other breach of fiduciary duty or material breach of the
employment agreement, if any, by and between the Company and such Manager which
remains uncured after thirty (30) days’ notice specifying in reasonable detail
the nature of the failure, negligence, misconduct or breach and what is
required of the Manager to cure, (ii) conviction or plea of nolo contendere to a felony or (iii) fraud or embezzlement
or other dishonesty which has a material adverse effect on the Company.  Before



 2
 









a Manager shall be deemed for purposes of this
Agreement to have been terminated for Cause, (A) at least two-thirds (2/3) of
the members of the Board (excluding the Manager, if a Board member) must
conclude in good faith that, in their view, one of the events described in
subsection (i), (ii) or (iii) above has occurred and (B) such Board
determination must be made at a duly convened meeting of the Board (1) of which
the Manager received written notice at least ten (10) days in advance, which
notice shall have set forth in reasonable detail the facts and circumstances
claimed to provide a basis for the Company’s belief that one of the events
described in subsection (i), (ii) or (iii) above occurred and, in the case of
an event under subsection (i), remains uncured at the expiration of the notice
period, and (2) at which the Manager had a reasonable opportunity to make a
statement and answer the allegations against the Manager.


“Code” means the
U.S. Internal Revenue Code of 1986, as amended.


“Company Board”
means the Board of Directors of the Company.


“control”
(including the terms “controlled by” and “under common control with”),
with respect to the relationship between or among two or more Persons, means
the possession, directly or indirectly, of the power to direct or cause the
direction of the affairs or management of a Person, whether through the
ownership of voting securities, as trustee or executor, by contract or any
other means.


“Director” means
any member of a Board of Directors (other than any advisory, honorary or other
non-voting member of a Board).


“Disability” means, (a) for any
Manager who has an employment agreement with the Company or its subsidiaries
that includes a definition of “disability,” disability as so defined, and (b)
for any other Manager for purposes of determining under this Agreement whether
such Manager’s employment has terminated due to Disability, such Manager’s
being physically incapable, for a period of at least six consecutive months, of
performing substantially all of his duties and responsibilities as an employee
of the Company as determined by the Board of the Company in good faith.


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, or any successor federal
statute thereto, and the rules and regulations of the SEC promulgated
thereunder.


“Fair Market Value” means, as
of any date, as to any of the Manager’s Equity Interests, the Board’s good
faith determination of the fair market value of such Manager’s Equity Interests
(which, in the case of options to purchase Shares, shall equal the Fair Market
Value of the share underlying such option less the exercise price for such
option) as of the applicable reference date, taking into account, to the extent
the Board deems relevant in its good faith determination, the most recent annual
appraisal (which the Company shall have received from an independent appraiser).


“Family Member” means, with
respect to any natural Person, (a) any lineal descendant or ancestor or sibling
(by birth or adoption) of such natural Person, (b) any spouse or former spouse
of any of the foregoing (other than a spouse or former spouse to whom a
Transfer of



 3
 









Shares is effected through a domestic relations order),
(c) any legal representative or estate of any of the foregoing, or the ultimate
beneficiaries of the estate of any of the foregoing, if deceased or (d) any
trust or other bona fide estate-planning vehicle the only beneficiaries of
which are any of the foregoing Persons described in clauses (a) through (c)
above.


“Farallon Holders” means, collectively,
the following Holders (for so long as they remain Holders):  Farallon Capital Partners, L.P., Farallon
Capital Institutional Partners, L.P., Farallon Capital Institutional Partners
II, L.P., and Farallon Capital Institutional Partners III, L.P.; and Farallon
Holders means any one of them individually


“GS Holders” means,
collectively, the following Holders (for so long as they remain Holders): GS
Mezzanine Partners II, L.P., a limited partnership organized under the laws of
Delaware (“GS Mezz II Onshore”); GS
Mezzanine Partners II Offshore, L.P., an exempted limited partnership organized
under the laws of the Cayman Islands (“GS Mezz II Offshore”);
GS Mezzanine Partners III Onshore Fund, L.P., a limited partnership organized
under the laws of Delaware (“GS Mezz III Onshore”);
and GS Mezzanine Partners III Offshore Fund, L.P., an exempted limited
partnership organized under the laws of the Cayman Islands (“GS Mezz III Offshore”); and GS
Holder means any one of them individually.


“GS VCOC” means GS Mezz II Onshore
and GS Mezzanine Partners III Offshore, L.P., an exempted limited partnership
organized under the laws of the Cayman Islands (“GSMP III
VCOC”) and a direct parent of GS Mez III Offshore.


“H&F Sponsor”
means each of Hellman & Friedman Capital Partners V, L.P., Hellman &
Friedman Capital Partners V (Parallel), L.P., Hellman & Friedman Capital
Associates V, L.P. and their respective Permitted Transferees.


“Indemnification Agreement”
means the Indemnification Agreement, dated as of October 27, 2005, by and among
Buyer, the Company and each of the stockholders of the Company set forth on
Schedule I to such agreement.


“IPO” means an
underwritten initial public offering or public offerings (on a cumulative
basis) of Shares (whether a primary or a secondary offering), pursuant to a
registration statement or registration statements under the Securities Act with
aggregate gross proceeds of at least $400 million.


“MBCA” means the
Massachusetts Business Corporations Act.


“Mezzanine Notes” means $550,000,000
in aggregate principal amounts of 10.75% Senior Subordinated Notes due 2015 of
the Company issued and sold pursuant to the Mezzanine Purchase Agreement,
certain other agreements and the related indenture.


“Mezzanine Purchase Agreement”
means a purchase agreement, dated the date hereof, among Buyer, the Company,
the GS Holders and GSMP III VCOC, as a beneficiary of certain provisions
thereof, relating to the issuance and sale by the Company to the GS Holders of
$220,000,000 in aggregate principal amount of the Mezzanine Notes.


“NASD” means the
National Association of Securities Dealers, Inc.



 4
 









“Nasdaq” means The
Nasdaq Stock Market, Inc.


“Permitted Transferee” means,
in respect of (a) any Sponsors, any Affiliate of such Sponsor, (b) any Founder
or Manager, any Family Member of such Founder or Manager, respectively, (c) any
holder of Shares who is a natural person, (i) upon the death of such natural
person, such person’s estate, executors, administrators, personal
representatives, heirs, legatees or distributees in each case acquiring the
Shares in question pursuant to the will or other instrument taking effect at
death of such holder or by applicable laws of descent an distribution and (ii)
any Person acquiring such Shares pursuant to a qualified domestic relations order;
provided, however, that, in the case of the Founders, (A) the Founders shall
not, in any one-year period, Transfer to Persons referenced in clause (b) Shares
having a value in excess of $5,000,000, in the aggregate, unless such Persons
agree, in writing, to be bound by Section 7.03(b) of the Indemnification
Agreement with respect to such Shares, and (B) any Persons referenced in clause
(c) above agree, in writing, upon receipt of such Shares pursuant to a will or
other instruments or by applicable law (as described in clause (c)(i) above) or
a qualified domestic relations order (as described in clause (c)(ii) above), as
applicable, to be bound by Section 7.03(b) of the Indemnification Agreement
with respect to such Shares, and (d) any Holder, any Affiliate of such Holder.  In addition, any Stockholder shall be a
Permitted Transferee of the Permitted Transferees of itself.


“Person” means an
individual, corporation, partnership, limited liability company, association,
trust or other entity or organization, including any governmental authority.


“Promissory Note” means a
promissory note (a) with a principal amount equal to the Fair Market Value of
the Manager’s Equity Interests repurchased in accordance with Section 8.1
hereof, (b) on which interest shall accrue at the then current market rate and
(c) for which the principal, together with the interest thereon shall become
due and payable in three equal annual installments payable on the first, second
and third anniversary of the date of issuance thereof.


“Registrable Securities”
means Shares, and any Shares or other securities issued in respect of Shares or
into which Shares or such other securities shall be converted in connection
with stock splits, reverse stock splits, stock dividends or distributions,
combinations or similar recapitalizations, or a merger, consolidation or
reorganization or otherwise; provided, however, as to any particular
Registrable Securities, such Registrable Securities shall cease to be
Registrable Securities when (a) a registration statement with respect to the
sale of such Registrable Securities shall have become effective under the
Securities Act and such Registrable Securities shall have been disposed of in
accordance with such registration statement, or (b) such Registrable Securities
shall have been sold pursuant to Rule 144 and are no longer subject to the restrictions
on resale.


“Registration Expenses”
means any and all expenses incident to performance of or compliance with Article
VI, including (a) all SEC and stock exchange or trading system or NASD
registration, listing and filing fees and any other fees associated with such
filings, (b) all fees and expenses of complying with securities or “blue sky”
laws (including reasonable fees and disbursements of counsel for the underwriters
in connection with “blue sky” qualifications of the Registrable Securities),
(c) all rating agency fees, (d) all printing, duplicating, messenger and
delivery expenses, (e) the fees and disbursements of counsel for Buyer and of
Buyer’s



 5
 









independent public accountants, including the expenses
of any special  audits and/or “cold
comfort” letters required by or incident to such performance and compliance,
(f) the reasonable fees and disbursements of one counsel and accountant
retained by the Stockholders (such counsel to be chosen by the Stockholders by
vote of a plurality of the Registrable Securities of such Stockholders being
registered) as a group in connection with each such registration, (g) the
reasonable fees and disbursements of one counsel retained by the Demanding
Party, (h) any fees and disbursements of underwriters customarily paid by
issuers or sellers of securities and the reasonable fees and expenses of any
special experts retained in connection with the requested registration,
including any fee payable to a qualified independent underwriter within the
meaning of the rules of the NASD, (i) internal expenses of Buyer (including all
salaries and expenses of its officers and employees performing legal or
accounting duties) and (j) securities acts liability insurance (if Buyer elects
to obtain such insurance or the underwriters so require) but, in all cases,
excluding underwriting discounts and commissions and transfer taxes, if any.


“Rollover Options”
means all Company Stock Options (as defined in the Merger Agreement) which,
following the Merger, will represent options to acquire Buyer Common Stock on
the terms set forth in the Merger Agreement.


“Rule 144” means
Rule 144 under the Securities Act.


“SEC” means the
Securities and Exchange Commission.


“Securities Act”
means the Securities Act of 1933, as amended, or any successor federal statute
thereto, and the rules and regulations of the SEC promulgated thereunder.


“Shares” means
shares of Buyer Common Stock.


“Stockholders”
means, collectively, the Sponsors, the Founders, the Managers and the Holders,
and such other Persons, if any, that from time to time become a party hereto.


“Subsidiary” means,
with respect to any Person, any corporation or other organization, whether
incorporated or unincorporated, (a) of which such Person or any other
Subsidiary of such Person is a general partner (excluding partnerships, the
general partnership interests of which held by such Person or any Subsidiary of
such Person do not have a majority of the voting interests in such
partnership), or (b) at least a majority of the securities or other interests
of which having by their terms ordinary voting power to elect a majority of the
board of directors or others performing similar functions with respect to such
corporation or other organization is directly or indirectly owned or controlled
by such Person or by any one or more of its Subsidiaries, or by such Person and
one or more of its Subsidiaries.


“Tag-Along Pro Rata Portion”
means a number of Shares equal to (a) the number of Shares held by such
Stockholder (including any vested but unexercised options held by the Managers
for Shares), multiplied by (b) a fraction, the numerator of which is the aggregate
number of Sponsor Seller Shares proposed to be Transferred by such Sponsor
Seller, and the denominator of which is the aggregate number of Shares
Beneficially Owned by such Sponsor Seller.


“TPG Sponsor” means
TPG Partners, IV, L.P. and its Permitted Transferees.



 6
 









“Transfer” means,
in respect of any Shares or any interest in such Shares, directly or
indirectly, to sell, transfer, assign, pledge, encumber, hypothecate or
similarly dispose of (by operation of law or otherwise), either voluntarily or
involuntarily, or to enter into any contract, option or other arrangement or understanding
with respect to the sale, transfer, assignment, pledge, encumbrance,
hypothecation or similar disposition thereof (by operation of law or otherwise).  For the avoidance of doubt, it shall
constitute a “Transfer” subject to the restrictions on Transfer contained or
referenced in Article IV (a) if a transferee is not an individual, a trust or
an estate, and the transferor or an Affiliate thereof ceases to control such
transferee (in which case, to the extent such transferee then holds assets in addition
to Shares, the determination of the purchase price deemed to have been paid for
the Shares held by such transferee in such deemed Transfer for purposes of the
provisions of Article IV shall be made by the Buyer Board in good faith) or (b)
with respect to a holder of Shares which was formed for the purpose of holding
Shares, there is a Transfer of the equity interests of such holder other than
to a Permitted Transferee of such holder.


“Voting Securities”
means at any time shares of any class of Capital Stock or other securities of
Buyer which are then entitled to vote generally in the election of Directors
and not solely upon the occurrence and during the continuation of certain
specified events, and any securities convertible into or exercisable or exchangeable
for such shares of Capital Stock.


Section 1.2.            Other Defined Terms. 
The following terms shall have the meanings defined for such terms in
the Sections set forth below:


	
  TERM

  	
   

  	
  SECTION

  
	
  Buyer

  	
   

  	
  Preamble

  
	
  Call Option

  	
   

  	
  Section 8.1

  
	
  CEO

  	
   

  	
  Section 2.1

  
	
  Claims

  	
   

  	
  Section 6.3(a)

  
	
  Closing

  	
   

  	
  Recitals

  
	
  Company

  	
   

  	
  Preamble

  
	
  Committee

  	
   

  	
  Section 2.6(a)

  
	
  Demand Period

  	
   

  	
  Section 6.1(d)(ii)

  
	
  Demand Registration

  	
   

  	
  Section 6.1(a)

  
	
  Drag-Along Notice

  	
   

  	
  Section 4.5(a)

  
	
  Drag-Along Right

  	
   

  	
  Section 4.5(a)

  
	
  Drag-Along Sale

  	
   

  	
  Section 4.5(a)

  
	
  Drag-Along Seller

  	
   

  	
  Section 4.5(b)

  
	
  Founders

  	
   

  	
  Preamble

  
	
  Holders

  	
   

  	
  Preamble

  
	
  Independent Director

  	
   

  	
  Section 2.1

  
	
  Joinder Agreement

  	
   

  	
  Section 4.1(c)

  
	
  Litigation

  	
   

  	
  Section 10.9(a)

  
	
  Managers

  	
   

  	
  Preamble

  
	
  Manager Designee

  	
   

  	
  Section 8.2

  
	
  Manager’s Equity
  Interests

  	
   

  	
  Section 8.1

  
	
  Maximum Sale Number

  	
   

  	
  Section 6.1(i)

  



 



 7
 









 


	
  TERM

  	
   

  	
  SECTION

  
	
  Merger

  	
   

  	
  Recitals

  
	
  Merger Agreement

  	
   

  	
  Recitals

  
	
  Merger Sub

  	
   

  	
  Recitals

  
	
  Net Shares

  	
   

  	
  Section 5.1(a)

  
	
  Non-Voting Observer

  	
   

  	
  Section 2.6(a)

  
	
  Offer Shares

  	
   

  	
  Section 4.4(a)

  
	
  Offeree Stockholder

  	
   

  	
  Section 4.4(b)

  
	
  Option Notice

  	
   

  	
  Section 8.4

  
	
  Participating Seller

  	
   

  	
  Section 4.5(a)

  
	
  Piggyback Notice

  	
   

  	
  Section 6.1(g)(ii)

  
	
  Piggyback Registration

  	
   

  	
  Section 6.1(g)

  
	
  Proposed Transferee

  	
   

  	
  Section 4.4(a)

  
	
  Registering Entity

  	
   

  	
  Section 10.2(b)

  
	
  Right of First Refusal
  Notice

  	
   

  	
  Section 4.3(d)(ii)

  
	
  Rollover Attributable
  Shares

  	
   

  	
  Section 5.1(a)(ii)(B)

  
	
  Sale Notice

  	
   

  	
  Section 4.4(a)

  
	
  Sponsor Seller

  	
   

  	
  Section 4.4(a)

  
	
  Sponsors

  	
   

  	
  Preamble

  
	
  Surviving Corporation

  	
   

  	
  Recitals

  
	
  Tag-Along Right

  	
   

  	
  Section 4.4(c)(i)

  
	
  Tag-Along Seller

  	
   

  	
  Section 4.4(c)(ii)

  
	
  Tag-Along Shares

  	
   

  	
  Section 4.4(b)

  
	
  Transfer Restriction
  Period

  	
   

  	
  Section 4.3(c)

  
	
  Violation

  	
   

  	
  Section 6.3(a)

  



 


Section 1.3.            Other Definitional Provisions.  The words “hereof,” “herein” and “hereunder”
and words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this Agreement, and
Article and Section references are to this Agreement unless otherwise
specified.


(a)   The
meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.


(b)   Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed
thereto in the Merger Agreement.


ARTICLE
II



CORPORATE GOVERNANCE


Section 2.1.            Board of Directors.  Each of Buyer and the Company shall be managed
by its duly elected officers subject to the overall direction and supervision
of the Buyer Board and the Company Board, respectively.  Concurrently with the Closing, Buyer, the
Company and the Stockholders shall take such action, including, but not limited
to a shareholder



 8
 









vote, as may be necessary to cause the Buyer Board and the Company
Board, respectively, to initially consist of seven Directors, including the
following: (i) two individuals designated by the H&F Sponsor, (ii) two
individuals designated by the TPG Sponsor, (iii) Mark Casady, so long as Mark
Casady is CEO (the “CEO”)
and thereafter the CEO of the Company, (iv) one independent director designated
by the Sponsors, after consultation with Mark Casady, so long as Mark Casady is
CEO and thereafter the CEO of the Company, and reasonably acceptable to the
Founders (“Independent Director”),
and (v) James Putnam, until the earlier of (A) three years from the date of
this Agreement, (B) an IPO and (C) the date on which he Beneficially Owns less
than 50% of the Shares Beneficially owned by him on the date hereof.  Buyer and the Company shall appoint Mark
Casady, so long as Mark Casady is the CEO and thereafter the CEO of the
Company, to the Board of Directors of the Subsidiaries of the Company and, to
the extent an executive or similar committee of the Board of Directors of Buyer
or the Company or any of its Subsidiaries effectively functions as a board, as
an ex-officio member of such committees (other than any audit committee).


Section 2.2.            Sponsor Representation.


(a)   For
so long as the H&F Sponsors collectively Beneficially Own Shares or other
Voting Securities representing at least the percentage of Shares Beneficially
Owned by them on the date hereof shown below, there shall be included in the
slate of nominees recommended by the Buyer Board and the Company Board for
election as directors at each applicable annual general meeting of shareholders
the number of individuals designated by the H&F Sponsors shown below.




	
  Percent

  	
   

  	
  Number of Nominees

  
	
  30%

  	
   

  	
  2

  
	
  less than 30% but greater than or equal to 10%

  	
   

  	
  1

  
	
  Less than 10%

  	
   

  	
  0

  






 


(b)   For
so long as the TPG Sponsor Beneficially Owns Shares or other Voting Securities
representing at least the percentage of Shares Beneficially Owned on the date
hereof shown below, there shall be included in the slate of nominees
recommended by the Buyer Board and the Company Board for election as directors
at each applicable annual general meeting of shareholders the number of
individuals designated by the TPG Sponsor shown below.




	
  Percent

  	
   

  	
  Number of Nominees

  
	
  30%

  	
   

  	
  2

  
	
  less than 30% but greater than or equal to 10%

  	
   

  	
  1

  
	
  Less than 10%

  	
   

  	
  0

  






 


(c)   If a Sponsor ceases to have the right to
designate one or more directors to the Buyer Board and to the Company Board
pursuant to Section 2.2(a) or 2.2(b), as applicable, then such Sponsor,Buyer
and the Company shall take all necessary action to cause the director(s)
designated by such Sponsor to be removed immediately and the Stockholders,
Buyer and the Company shall take all necessary action to cause the number of
directors to be reduced



 9
 









accordingly; provided that in the event there
is only one remaining director, the Stockholders,  Buyer and the Company shall take all
necessary action to designate at least one additional director before removing
such director.


(d)   Except as provided above, each Sponsor shall have the
exclusive right to appoint and remove its respective designees as directors to
and from the Buyer Board and the Company Board, respectively, as well as the
exclusive right to fill vacancies created by reason of death, removal or
resignation of such designees, and the Stockholders, Buyer and the Company
shall take all necessary action to cause the Buyer Board and the Company Board
to be so constituted.


Section 2.3.            Voting Agreement.


(a)   Each
holder of Shares hereby agrees to vote such holder’s Shares, whether at a
meeting or by written consent in accordance with such holder’s agreements contained
in Sections 2.1 and 2.2, which agreement shall remain in effect until the
earlier of (i)  the Transfer of the
Shares by a holder other than to a Permitted Transferee and (ii) an IPO, at
which time its obligations under Sections 2.1, 2.2 and 2.3 shall lapse.


Section 2.4.            Board Observer.


(a)   So long as GS Mezz III Offshore holds Mezzanine Notes
with an aggregate outstanding principal amount of at least $50,000,000.00, GSMP
III VCOC shall have the right to designate an employee of The Goldman Sachs
Group, Inc. or its Affiliates as a non-voting observer (a “Non-Voting Observer”) to the Buyer
Board or the Company Board and, to the extent an executive or similar committee
effectively functions as a board, each such committee of the Buyer Board or the
Company Board, as the case may be (each a “Committee”);
provided such Non-Voting Observer will not have or represent an interest that
conflicts with the interests of Buyer or the Company.  The Non-Voting Observer attending a meeting
of Buyer Board or the Company Board, as the case may be (or any applicable
Committee thereof) shall be entitled to reimbursement from Buyer and the
Company for his or her reasonable travel or other out-of-pocket expenses
related to the performance of his or her duties.


(b)   So long as GSMP III VCOC shall be entitled to
exercise its rights pursuant to this Section 2.4, each of Buyer and the Company
shall hold regular meetings of Buyer Board or the Company Board, as the case
may be, no less frequently than quarterly. 
Within a reasonable time after each such meeting, either telephonically
or in person, of a Buyer Board or the Company Board, as the case may be, Buyer
or the Company, as applicable, shall cause minutes of such meeting to be
delivered to the Non-Voting Observer.


(c)   The Non-Voting Observer shall be entitled to be
present at all meetings of the Buyer Board or the Company Board, as the case
may be (and any applicable Committee) and shall be notified of any such meeting
by prior notice, including such meeting’s time and place, in the same manner as
directors of Buyer or the Company, as the case may be, and shall receive copies
of all written materials distributed to directors of Buyer or the Company, as
the case may be, for purposes of such meetings at the same time as directors of
Buyer or the



 10
 









Company, as the case may be, and shall be
entitled to participate in discussions and consult with, and make proposals and
furnish advice to, the Buyer Board or the Company Board, as the case may be
(and any applicable Committee), without voting; provided, however, that such
Non-Voting Observer shall not have voting rights with respect to actions taken
or elected not to be taken by the Buyer Board or the Company Board, as the case
may be, or any Committee and shall be subject to all rules governing the Buyer
Board or the Company Board, as the case may be and Committee, it being
understood that neither the Buyer Board nor the Company Board shall be under
any obligation to take any action with respect to any proposals made or advice
furnished by the Non-Voting Observer, and nothing herein shall prevent the
Buyer Board or the Company Board, as the case may be (and any applicable
Committee), acting by written instrument to the extent permitted by applicable
law.  The Non-Voting Observer shall have
a duty of confidentiality to Buyer and the Company comparable to the duty of
confidentiality of a director of Buyer and the Company.


ARTICLE III



REPRESENTATIONS AND WARRANTIES


Section 3.1.            Representations and Warranties of the
Company.  The Company represents and warrants to each
of the other parties to this Agreement as follows:


(a)   The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the Commonwealth of Massachusetts, and has all necessary
corporate power and authority to enter into this Agreement and to perform its
obligations under this Agreement.


(b)   The
execution, delivery and performance of this Agreement by the Company has been
duly and validly authorized by all necessary corporate action, and no other corporate
proceedings on the part of the Company are necessary to authorize this
Agreement or the performance of the Company’s obligations under this Agreement.


(c)   This
Agreement has been duly executed and delivered by the Company, and, assuming
due authorization, execution and delivery by each other party, constitutes a
legal, valid and binding obligation of the Company, enforceable against the
Company in accordance with its terms, subject to (i) bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting or relating to
creditors’ rights generally, and (ii) limitations on the availability of
specific performance or injunctive relief or other equitable remedies.


(d)   Other
than any consents that have already been obtained, no consent, waiver,
approval, authorization, exemption, registration or license is required to be
made or obtained by the Company in connection with its performance under this
Agreement or the consummation of the transactions contemplated hereby.



 11
 









(e)   The Company has not granted and is not a party to any
proxy, voting trust or other agreement that is inconsistent with or conflicts
with any provision of this Agreement.


Section 3.2.            Representations and Warranties of Buyer.  Buyer
represents and warrants to each of the other parties to this Agreement as
follows:


(a)   Buyer
is a corporation duly organized, validly existing and in good standing under
the laws of the State of Delaware, and has all necessary power and authority to
enter into this Agreement and to perform its obligations under this Agreement.


(b)   The
execution, delivery and performance of this Agreement by Buyer has been duly
and validly authorized by all necessary action, and no other proceedings on the
part of Buyer are necessary to authorize this Agreement or the performance of
Buyer’s obligations under this Agreement.


(c)   This
Agreement has been duly executed and delivered by Buyer, and, assuming due
authorization, execution and delivery by each other party, constitutes a legal,
valid and binding obligation of Buyer, enforceable against Buyer in accordance
with its terms, subject to (i) bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting or relating to creditors’ rights
generally, and (ii) limitations on the availability of specific performance or
injunctive relief or other equitable remedies.


(d)   Other
than any consents that have already been obtained, no consent, waiver,
approval, authorization, exemption, registration or license is required to be
made or obtained by Buyer in connection with its performance under this
Agreement or the consummation of the transactions contemplated hereby.


(e)   Buyer has not granted and is not a party to any
proxy, voting trust or other agreement that is inconsistent with or conflicts
with any provision of this Agreement.


Section 3.3.            Representations and Warranties of the
Sponsors.  Each Sponsor, severally and not jointly,
represents and warrants to each of the other parties to this Agreement as
follows:


(a)   Such
Sponsor is a limited partnership duly formed, validly existing and, if
applicable, in good standing under the laws of its respective jurisdiction of
formation, and has all necessary power and authority to enter into this
Agreement and to perform its obligations under this Agreement.


(b)   The
execution, delivery and performance of this Agreement by such Sponsor has been
duly and validly authorized by all necessary action, and no other proceedings
on the part of such Sponsor are necessary to authorize this Agreement or the
performance of such Sponsor’s obligations under this Agreement.


(c)   This
Agreement has been duly executed and delivered by such Sponsor, and, assuming
due authorization, execution and delivery by each other party, constitutes a
legal, valid and binding obligation of such Sponsor, enforceable against such



 12
 









Sponsor in accordance with its terms, subject
to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting or relating to creditors’ rights generally, and (ii) limitations on
the availability of specific performance or injunctive relief or other
equitable remedies.


(d)   Other
than any consents that have already been obtained, no consent, waiver,
approval, authorization, exemption, registration or license is required to be
made or obtained by such Sponsor in connection with its performance under this
Agreement or the consummation of the transactions contemplated hereby.


(e)   Such Sponsor is the Beneficial Owner of the shares of
Capital Stock set forth next to its respective name on Schedule 1 hereto.


(f)    Such Sponsor has not granted and is not a party to
any proxy, voting trust or other agreement that is inconsistent with or
conflicts with any provision of this Agreement.


Section 3.4.            Representations and Warranties of the
Founders.  Each Founder, severally and not jointly, represents
and warrants to each of the other parties to this Agreement as follows:


(a)   This
Agreement has been duly executed and delivered by such Founder, and, assuming
due authorization, execution and delivery by each other party, constitutes a
legal, valid and binding obligation of such Founder, enforceable against such
Founder in accordance with its terms, subject to (i) bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting or relating to
creditors’ rights generally, and (ii) limitations on the availability of
specific performance or injunctive relief or other equitable remedies.


(b)   Such
Founder is the Beneficial Owner of the shares of Capital Stock set forth next
to his or her respective name on Schedule 1 hereto.


(c)   Such
Founder has not granted and is not a party to any proxy, voting trust or other
agreement that is inconsistent with or conflicts with any provision of this
Agreement.


(d)   Other
than any consents that have already been obtained, no consent, waiver,
approval, authorization, exemption, registration or license is required to be
made or obtained by such Founder in connection with its performance under this
Agreement or the consummation of the transactions contemplated hereby.


Section 3.5.            Representation and Warranties of the
Managers.  Each Manager, severally and not jointly, represents
and warrants to each of the other parties to this Agreement as follows:


(a)   This
Agreement has been duly executed and delivered by such Manager, and, assuming
due authorization, execution and delivery by each other party, constitutes a
legal, valid and binding obligation of such Manager, enforceable against such



 13
 









Manager in accordance with its terms, subject
to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting or relating to creditors’ rights generally, and (ii) limitations on
the availability of specific performance or injunctive relief or other
equitable remedies.


(b)   Such
Manager is the Beneficial Owner of the shares of Capital Stock set forth next
to his or her respective name on Schedule 1 hereto.


(c)   Such
Manager has not granted and is not a party to any proxy, voting trust or other
agreement that is inconsistent with or conflicts with any provision of this
Agreement.


(d)   Other
than any consents that have already been obtained, no consent, waiver,
approval, authorization, exemption, registration or license is required to be
made or obtained by such Manager in connection with its performance under this
Agreement or the consummation of the transactions contemplated hereby.


Section 3.6.            Representations and Warranties of the
Holders.  Each Holder, severally and not jointly, represents
and warrants to each of the other parties to this Agreement as follows:


(a)   This
Agreement has been duly executed and delivered by such Holder, and, assuming
due authorization, execution and delivery by each other party, constitutes a
legal, valid and binding obligation of such Holder, enforceable against such
Holder in accordance with its terms, subject to (i) bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting or relating to
creditors’ rights generally, and (ii) limitations on the availability of
specific performance or injunctive relief or other equitable remedies.


(b)   Such
Holder is the Beneficial Owner of the shares of Capital Stock set forth next to
his or her respective name on Schedule 1 hereto.


(c)   Such
Holder has not granted and is not a party to any proxy, voting trust or other
agreement that is inconsistent with or conflicts with any provision of this
Agreement.


(d)   Other
than any consents that have already been obtained, no consent, waiver,
approval, authorization, exemption, registration or license is required to be
made or obtained by such Holder in connection with its performance under this
Agreement or the consummation of the transactions contemplated hereby.



 14















ARTICLE IV



TRANSFER RESTRICTIONS


Section 4.1.            General Limitations on Transfers.


(a)   Transfers Generally. 
No Founder, Manager, or Holder, and, for purposes of this Section 4.1(a)
and Sections 4.1(c), 4.2 and 4.4 only, no Sponsor, shall Transfer any Shares held
or Beneficially Owned (whether as of the date of this Agreement or subsequently
acquired) by such Persons, unless such Transfer is made in accordance with the
requirements of this Article IV, as may be applicable, and any purported
Transfer in violation of this Article IV shall be null and void.  Prior to an IPO, no Sponsor shall Transfer
any Shares Beneficially Owned by it to its limited partners.


(b)   Transfer Books.  Buyer shall not record upon its books any
attempted Transfer of Shares held or Beneficially Owned by any Sponsor, Founder, Manager or Holder to any
other Person, except Transfers in accordance with this Agreement, and any
attempted Transfer not in accordance with this Agreement shall be null and void
ab initio.


(c)   Obligations of Transferees.  Except
sales pursuant to a registration statement under the Securities Act or ,
following an IPO, under Rule 144, no Transfer
of Shares that would be otherwise permitted pursuant to this Agreement shall be
effective unless (i) the transferee
shall have executed an appropriate document (a “Joinder Agreement”) in form and substance reasonably satisfactory to
Buyer confirming that (A) the transferee takes such Shares subject to all the terms and conditions of this
Agreement to the same extent as its transferor was bound by and entitled to the benefits of such provisions and (B) the
Shares shall bear legends, substantially in the forms required by Section 4.6,
and (ii) such Joinder Agreement shall have been delivered to and approved by
Buyer prior to such transferee’s
acquisition of Shares, which approval shall not be unreasonably withheld,
conditioned or delayed.


Section 4.2.            Compliance with Securities Laws. 
Notwithstanding any other provision of this Agreement, no Stockholder
shall Transfer any Shares unless the Transfer is made in accordance with the
terms of this Agreement and (a) the Transfer is effected pursuant to an
effective registration statement under the Securities Act and in compliance
with any other applicable federal securities laws and state securities or “blue
sky” laws or (b) (i) the Transferor shall have furnished Buyer with an
opinion of outside counsel, if reasonably requested by Buyer, which opinion of
counsel shall be in form and substance reasonably satisfactory to Buyer, to the
effect that no such registration is required because of the availability of an
exemption from registration under the Securities Act and under any applicable
state securities or “blue sky” laws and that the Transfer otherwise complies
with any other applicable federal securities laws and state securities or “blue
sky” laws and such representations and
covenants of the Transferor as are reasonably requested by Buyer to ensure
compliance with any applicable federal securities laws and state securities or “blue
sky” laws or (ii) in lieu of (i) above, at the option of Transferors who are Founders
or Managers, counsel to Buyer shall concur that no registration is required.



 15
 









Section 4.3.            Permitted Transfers.


(a)   Permitted Transferees. 
Subject only to Section 4.1(c) and 4.2, any holder of Shares shall be
free to Transfer Shares to any Permitted Transferee, in whole at any time or in
part from time to time.


(b)   Sponsor Transfers.  Subject only
to Sections 4.1(a), 4.1(c), Section 4.2 and Section 4.4, as may be applicable, the Sponsors shall be free to
Transfer Shares to any Person, in whole at any time or in part from time to
time.


(c)   Founders, Managers and Holders
Transfers.  Except as provided in, and subject to the
provisions of, this Article IV, as may be applicable, until the earlier
to occur of (i) the fourth anniversary of the Closing and (ii) the occurrence
of an IPO (“Transfer Restriction Period”),
the Founders, Managers and Holders shall not
Transfer any Shares to any other Person without the prior written approval of
Buyer, which approval may be granted or withheld by the Buyer Board in its sole
and absolute discretion.  Subsequent to
the termination of the Transfer Restriction Period, a Founder, Manager or
Holder shall be free to Transfer Shares to any Person, in whole at any time or
in part from time to time, subject to Sections 4.1(c) and 4.2.    Notwithstanding the foregoing, each GS Holder
shall be permitted to Transfer Shares Beneficially Owned by it to its lender(s)
in the ordinary course in connection with the pledge of such GS Holder’s assets
or foreclosure thereon; provided, however, for the avoidance of doubt, that any
sale in connection with a foreclosure or similar process shall be subject to
Section 4.3(c).


(d)   Right of First Refusal. 
From and after the fourth anniversary of
the Closing and prior to an IPO, in the event that a Founder, Manager or Holder
shall propose to Transfer any Shares (each, a “Prospective Selling Stockholder”) to any Person (other than (i) a Permitted Transferee,
(ii) pursuant to Section 4.4 or (iii) pursuant to a Piggyback
Registration), Buyer and, if Buyer does not exercise such right, the Sponsors
shall have a right of first refusal with respect to such a proposed Transfer,
which right shall be exercised in accordance
with the provisions of subsections (i) through (iii) of this Section 4.3(d).


(i)            With
respect to any such proposed Transfer, the Prospective Selling Stockholder
shall offer to Buyer and the Sponsors (by simultaneous written notice to Buyer and
the Sponsors) the option to purchase all, but not less than all, the Shares (as
the case may be) proposed to be transferred at the same price and upon the same
terms and conditions as are specified in a bona fide written offer from the
proposed transferee.


(ii)           The
notice to Buyer and the Sponsors (“Right
of First Refusal Notice”) shall include the price, form of
consideration and any other material terms and conditions, and the identity of
the Person to whom such Prospective
Selling Stockholder is proposing to Transfer
such Shares, including the identity of any Person controlling such proposed
transferee, if known by the Prospective Selling Stockholder, and such other information as is reasonably
requested by Buyer or the Sponsors.  If Buyer
or the Sponsors exercise their right to purchase all of the Shares proposed to
be transferred, they shall give written notice thereof to the Prospective
Selling Stockholder within 30 days after receipt of the Right of First Refusal
Notice.  In the event that Buyer or the Sponsors



 16
 









fail to notify the Prospective Selling Stockholder of their acceptance
in writing within the 30 day period, Buyer or the Sponsors shall be deemed,
subject to Section 4.3(d)(iii), to have waived their right of first refusal
with respect to such Shares.  An election
by Buyer or the Sponsors pursuant to the second sentence of this Section
4.3(d)(ii) shall constitute an irrevocable commitment, subject to the terms of
this Section 4.3(d), by Buyer or the Sponsors to purchase such Shares on the
terms set forth in the Right of First Refusal Notice and the closing of such
purchase shall take place at the offices of Buyer (or at any other place as may
be agreed by Buyer or Sponsors and the Prospective Selling Stockholder) on a
date specified by Buyer or the Sponsors, which date shall be within 10 Business
Days after Buyer’s or the Sponsors’ written notice of such election to such Prospective
Selling Stockholder.  If the terms of the
proposed Transfer include the Transfer of the Shares for consideration other
than cash, Buyer or, if Buyer elects not to exercise its rights, the Sponsors
will have the right to exercise their rights hereunder by purchasing such
Shares for cash in an amount equal to the fair market value of such proposed
consideration in the reasonable opinion of an independent third party bank
appointed by mutual consent of the Prospective Selling Stockholder and Buyer or
the Sponsors, as applicable (whose reasonable fees and expenses in connection
with the services described above shall be paid by the Company).


(iii)          If Buyer and the Sponsors elect not to purchase the Shares proposed to be
Transferred, then the Prospective Selling Stockholder may sell all (but not less than all) of such Shares
to the Person (or an Affiliate thereof) specified in the Right of First Refusal
Notice or any other Person; provided that such
sale is made within 120 days after
the date of such Right of First Refusal Notice, at a price and upon terms and
conditions not materially more favorable to such transferee than those that
were specified in the Right of First Refusal Notice.


Section 4.4.            Tag-Along Rights.


(a)   Sale Notice.  If at any time prior to an IPO any of the
Sponsors (the “Sponsor
Seller”) proposes to Transfer
any of the Shares Beneficially Owned by the Sponsor Seller, other than (i) to
any Permitted Transferee, (ii) in a Transfer subject to a Drag-Along Right
(provided that each Founder shall still have Tag-Along Rights to the extent
such Drag-Along Right exercised is for less than two times the pro rata portion
of such Founders Shares) or (iii) pursuant to a
Piggyback Registration, then the Sponsor Seller shall first give written notice
(the “Sale Notice”) to each other Sponsor, and each Founder, Manager
and Holder, stating that the Sponsor Seller desires to make such Transfer, referring
to this Section 4.4, specifying the number of Shares proposed to be transferred
by the Sponsor Seller (the “Offer
Shares”), and specifying the
price, the form of consideration, name and description of the proposed
purchaser (including controlling Persons) (the “Proposed Transferee”),
the other material terms pursuant to which such Transfer is proposed to be made
and such other information as is reasonably requested by such other Sponsor or a
Founder, Manager or Holder, and, if the form of
consideration is not solely cash payable in immediately available funds, cash
equivalents or marketable securities, sufficient financial and other information in order for the other Sponsor, and the Founders,
Managers and Holders to reasonably evaluate the consideration proposed to be
delivered.



 17
 









(b)   Tag-Along Election. 
Within 15 Business Days of the date of receipt of the Sale Notice, each Sponsor,
Founder, Manager and Holder shall deliver to the Sponsor Seller and to Buyer a
written notice stating how many Shares, if any, such Sponsor, Manager, Holder
or Founder elects to sell.  Subject to
Section 4.4, such Sponsor, Manager or Holder may sell up to a number of Shares
equal to its Tag-Along Pro Rata Portion, and such Founder may sell up to a
number of Share equal to twice its Tag-Along Pro Rata Portion (any Sponsor, Founder,
Manager or Holder that chooses to exercise such right, an “Offeree Stockholder”) to such Proposed
Transferee on the same terms, (including purchase price) and conditions as the
Sponsor Seller and subject to the same indemnification (on several and not
joint basis) as the Sponsor Seller, but in no event shall such indemnification
obligation exceed the proceeds actually received by such party in such
transaction (with respect to each Sponsor, Founder, Manager or Holder, its “Tag-Along Shares”).  An election pursuant to the first sentence of
this Section 4.4(b) shall constitute an irrevocable commitment, subject to the
terms of this Section 4.4, including,
without limitation Section 4.4(c), by the Offeree Stockholder making such
election to sell such Tag-Along Shares to the Proposed Transferee if the sale
of Offer Shares to the Proposed Transferee occurs on the terms set forth in the
Sale Notice.  Such terms shall include a
maximum number of Shares such Proposed Transferee is willing to purchase, and,
in the event that the Proposed Transferee is not willing to acquire all the
Shares offered, the Sponsor Seller and each Offeree Stockholder shall be cut
back pro rata based on the number of Shares such Sponsor Seller and each
Offeree Stockholder offered to sell in accordance with the terms of this Section
4.4(b).


(c)   Rights to Transfer.


(i)            Third-Party Sale; Tag-Along Buyer.  The Sponsor Seller may not consummate any
Transfer that is subject to the provisions of this Section 4.4 unless the
Proposed Transferee purchases, within 120 days of the date of the Sale Notice,
concurrently, all of the Offer Shares and the Tag-Along Shares (subject to the
cutback in the last sentence of Section 4.4(b)) on identical terms and
conditions, which terms and conditions include the same price as set forth in
the Sale Notice and otherwise are not materially less favorable than those set
forth in the Sale Notice (the “Tag-Along
Right”); provided, however, if, prior to consummation, the terms
of such proposed Transfer shall change with the result that the per share price
shall be less than the per share price set forth in the Sale Notice or the
other terms and conditions shall be materially less favorable to any Offeree
Stockholder than those set forth in the Sale Notice (including, for the
avoidance of doubt, a material portion of the cash consideration being modified
to non-cash consideration), the acceptance by each Offeree Stockholder shall be
deemed to be revoked, and it shall be necessary for a separate Sale Notice to
be furnished, and the terms and provisions of this Section 4.4(b) separately
complied with, in order to consummate such Transfer pursuant to this Section
4.4.  For purposes of the preceding
sentence, the price received by the Sponsor Seller shall be deemed to include
all compensation of any nature and type as is received by the Sponsor Seller in
respect of the Offer Shares and any non-competition covenants and similar
matters. If at the end of the 120th day after the date of delivery of the Sale
Notice, the Transfer has not been completed, the Sale Notice shall be null and
void and each Offeree Stockholder shall be released from such Offeree
Stockholder’s obligation under the Sale Notice and it shall be necessary for a
separate Sale Notice to be furnished and the terms and provisions of this



 18
 









Section 4.4 separately complied with, in order to consummate such
proposed Transfer pursuant to this Section 4.4.


(ii)           Sale Agreement.  Each Offeree Stockholder electing to sell
Tag-Along Shares (a “Tag-Along
Seller”) agrees to cooperate in
consummating such a Transfer, including by becoming a party to the sale
agreement and all other appropriate related agreements on the same terms (other
than, with respect to the Founders, non-competition or similar agreements that
would bind such Founders), purchase price and conditions as the Sponsor
Sellers, delivering, at the consummation of such Transfer, the stock
certificates and other instruments for such Shares duly endorsed for
transfer, free and clear of all liens and encumbrances, and voting or
consenting in favor of such transaction (to the extent a vote or consent is
required) in each case, on the same terms and conditions as the Sponsor Seller,
and taking any other commercially reasonable necessary or appropriate action in
furtherance thereof, including the execution and delivery of any other appropriate agreements, certificates,
instruments and other documents.  Each
Tag-Along Seller shall be severally responsible for its proportionate share (apportioned
pro rata based on the number of Shares
the Tag-Along Sellers and the Sponsor Seller are selling) of the third-party expenses of the Transfer
incurred by the Sponsor Seller in connection with such Transfer (except to the
extent paid or reimbursed by the Company, Buyer or the Proposed Transferee) and
liabilities (to the extent incurred by the Sponsor Seller in connection with
such Transfer) for indemnification with respect
to breaches of representations and warranties made in connection with such
Transfer by Buyer or by the Sponsor Seller and any Tag-Along Sellers with
respect to Buyer or Buyer’s business, and shall also include amounts paid into
escrow or subject to holdbacks, and amounts subject to post-closing purchase
price adjustments; provided, however, that all such obligations
are on a several and not joint basis to the Sponsor Seller and each Tag-Along
Seller based on the consideration received by the Sponsor Seller and such
Tag-Along Seller.  The foregoing notwithstanding,
(A) the amount of such obligations and liabilities for which such Tag-Along
Seller shall be responsible shall not exceed the gross proceeds received by
such Tag-Along Seller in such Transfer, and (B) a Tag-Along Seller shall
not be responsible for the gross negligence or fraud of the Sponsor Seller or
any other Tag-Along Seller or for any indemnification obligations and
liabilities (including through escrow or holdback arrangements) for breaches of
representations and warranties and related escrow or holdback claims made by
the Sponsor Seller or any other Tag-Along Seller made with respect to such
other seller’s (1) ownership of and title to
Shares, (2) organization, (3) authority or (4) conflicts and consents and any
other matter concerning such other seller, or for breaches of any covenant made
by the Sponsor Seller or any other Tag-Along Seller.


(iii)          Costs and Expenses. 
All costs and expenses incurred by Buyer or the Company in connection
with the proposed Transfer pursuant to Section 4.4 (whether or not consummated),
including without limitation all attorneys’ fees and expenses, all accounting
fees and charges and all finders, brokerage or investment banking fees, charges
or commissions, will be paid by the Company. 
The reasonable fees and expenses of one legal counsel representing any
or all of the other Tag-Along Sellers (including any participating Managers) in
connection with any proposed Transfer pursuant to Section 4.4 (whether or not
consummated) will be paid by the Company.



 19
 









Any other costs and expenses incurred by or on behalf of any or all
Tag-Along Sellers or Sponsor Seller in connection with any proposed Transfer
pursuant to this Section 4.4 (whether or not consummated) will be borne by such
Tag-Along Seller or Sponsor Seller, as applicable, including pursuant to clause
(ii).


(iv)          No Liability.  Notwithstanding
any other provision contained in this Section 4.4(c), there shall be no
liability on the part of Buyer, the Company or the Sponsor Seller in the event
that any Transfer of Offer Shares pursuant to this Section 4.4(c) is not
consummated, except to the extent that Buyer or the Company have failed to
comply with Section 4.4.  The decision
whether to effect a Transfer subject to this Section 4.4(c) shall be in the
sole and absolute discretion of the Sponsor Seller.


Section 4.5.            Drag-Along Right.


(a)   Exercise. 
If at any time one or more Sponsor Sellers proposes to make a Transfer
in a bona fide arm’s-length sale transaction or series of related sale transactions
(other than to any Permitted Transferee), of
Shares representing (together with any Shares to be sold by a Drag-Along
Seller under this Section 4.5) at least 50% of the outstanding Shares to a Proposed Transferee (the “Drag-Along Sale”), including pursuant to a stock sale, merger,
business combination, recapitalization, consolidation, reorganization, restructuring
or similar transaction, but excluding a distribution by a Sponsor to its
limited partners, the Sponsor Seller or Sponsor Sellers, as the case may be,
shall have the right (a “Drag-Along
Right”), exercisable upon
15 Business Days’ prior written notice (“Drag-Along Notice”) to the Founders,
Managers and Holders (any Founder, Manager or Holder that is subject to such
right, a “Participating Seller”),
to require each of them to sell a number of Shares equal to (a) the total
number of Shares owned by such Founder, Manager or Holder, multiplied by (b) a
fraction (i) the numerator of which is the number of Shares such Sponsor Seller
or Sponsor Sellers, as the case may be, sell to the Proposed Transferee and
(ii) the denominator of which is the total number of Shares Beneficially Owned
by such Sponsor(s), to the Proposed Transferee on the same terms and
conditions, including the same price as the
Sponsor Seller or Sponsor Sellers, as the case may be, would receive in
connection with such transaction.  For
purposes of the preceding sentence, the price received by a Sponsor Seller
shall be deemed to include all compensation of any nature and type as is received
by the Sponsor Seller in respect of its Shares being sold and any
non-competition covenants and similar matters. To the extent consideration
payable in connection with a Drag-Along Sale includes capital stock that is not
publicly-tradable, each Founder, Holder and Manager, as a condition to its
participation in the Drag-Along Sale, shall receive registration rights with
respect to such capital stock similar to those set forth in Article VI. If at
the end of the 120th day after the date of delivery of the Drag-Along Notice,
the Transfer has not been completed, the Drag-Along Notice shall be null and
void and each Participating Seller shall be released from such Participating
Stockholder’s obligation under the Drag-Along Notice and it shall be necessary
for a separate Drag-Along Notice to be furnished and the terms and provisions
of this Section 4.5 separately complied with, in order to consummate such
proposed Transfer pursuant to this Section 4.5.


(b)   Sale Agreement.  Each Founder, Manager or Holder selling
Shares pursuant to a transaction contemplated by this Section 4.5 (each such
Founder, Manager or Holder, a “Drag-Along Seller”)
agrees to cooperate in consummating such a Transfer,



 20
 









including, without limitation, by
becoming a party to the sale agreement and all other appropriate related agreements
on the same terms (other than, with respect to the Founders, non-competition or
similar arrangements that would bind such Founders), purchase price and
conditions as the Sponsor Sellers, delivering, at the consummation of such
Transfer, the stock certificates and other instruments for such Shares duly
endorsed for transfer, free and clear of all liens and
encumbrances, and voting or consenting in favor of such transaction (to the
extent a vote or consent is required) in each case, on the same terms and
conditions as the Sponsor, and taking any other necessary or appropriate action
in furtherance thereof, including the execution and delivery of any other appropriate agreements, certificates,
instruments and other documents.  Each
Drag-Along Seller shall not be responsible for any costs or expenses incurred
in connection with such Transfer, including liabilities for indemnification.


(c)   Costs and Expenses. 
All costs and expenses incurred by the Sponsor Seller or Buyer or the
Company in connection with the proposed Transfer pursuant to this Section 4.5
(whether or not consummated), including without limitation all attorneys’ fees
and expenses, all accounting fees and charges and all finders, brokerage or
investment banking fees, charges or commissions, will be paid by the Company.  The reasonable fees and expenses of one legal
counsel representing any or all of the other Drag-Along Sellers (including any
participating Managers) in connection with any proposed Transfer pursuant to
this Section 4.5 (whether or not consummated will be paid by the Company.  Any other costs and expenses incurred by or
on behalf of any or all Drag-Along Sellers in connection with any proposed
Transfer pursuant to this Section 4.5 (whether or not consummated) will be
borne by such Drag-Along Seller, as applicable.


(d)   No Liability. 
Notwithstanding any other provision contained in this Section 4.5, there
shall be no liability on the part of Buyer, the Company or the Sponsor Seller
in the event that the Transfer pursuant to this Section 4.5 is not consummated,
except to the extent that Buyer or the Company have failed to comply with this Section
4.5, for any reason whatsoever.  The decision whether to effect a Transfer
pursuant to this Section 4.5 shall be in the sole and absolute discretion of
the Sponsor Seller.


Section 4.6.            Additional Provisions Relating to
Restrictions on Transfers.


(a)   Legends. 
Each outstanding certificate representing Shares shall bear legends
reading substantially as follows:


(i)            “THE
SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION THAT
WAS NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE
SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT AND APPLICABLE STATE
SECURITIES LAWS.”


(ii)           “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH



 21
 









IN A STOCKHOLDERS AGREEMENT, DATED AS OF DECEMBER
28, 2005, AS AMENDED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM
THE ISSUER WITHOUT CHARGE UPON REQUEST.  NO TRANSFER OF SUCH SECURITIES WILL BE MADE
ON THE BOOKS OF THE ISSUER UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE
TERMS OF SUCH AGREEMENT.”


(b)   Copy of Agreement.  A copy of this Agreement shall be filed with
the corporate secretary of Buyer, and kept with the records of Buyer, and shall
be made available for inspection by any holder of Shares at the principal executive
offices of Buyer.


(c)   Termination of Restrictions.  The
restriction referred to in the legend required pursuant to Section 4.6(a)(i)
shall cease and terminate as to any particular Shares (a) when, in the opinion
of counsel (reasonably acceptable to Buyer), such restriction is no longer
required in order to assure compliance with the Securities Act and the state
securities or “blue sky” laws, or (b) when such Shares have been sold pursuant
to an effective registration statement under the Securities Act or transferred
pursuant to Rule 144.  The restriction
referred to in the legend required pursuant to Section 4.6(a)(ii) shall cease
and terminate as to any particular Shares when, in the opinion of counsel
(reasonably acceptable to Buyer), the provisions of this Agreement are no
longer applicable to such Shares or this Agreement shall have terminated in
accordance with its terms.  Whenever such
restrictions shall cease and terminate as to any Shares, the holder thereof
shall be entitled to receive from Buyer, without expense (other than applicable
transfer taxes, if any, if such unlegended Shares are being delivered and
transferred to any Person other than the registered holder thereof), new
certificates for a like number of Shares not bearing the relevant legend(s) set
forth in Section 4.6(a).


ARTICLE V


DIVIDEND RESTRICTIONS


Section 5.1.            Company Dividend Restrictions.


(a)   Prior
to an IPO, Buyer will not (i) pay dividends, or make other distributions with
respect to, Buyer Common Stock or (ii) effect a non-pro-rata redemption or repurchase of Buyer Common Stock
(other than pursuant to Section 4.3(d) of this Agreement) unless, in each case, either:


(A)          such transaction has been approved by
the vote of holders of a majority of the shares of Buyer Common Stock then held
by Managers  who are then employees of the Company
(excluding agents and representatives); or


(B)           a pro-rata
portion of such dividend or distribution, or proceeds from such non-pro-rata redemption or repurchase, to be
paid is allocated to a bonus pool to be distributed to employees of the Company
at the discretion of the Compensation Committee of the Board of Directors of
the Company, based on the recommendation of the CEO (it being understood that
(A) “a pro-rata portion” shall be
determined by the proportion that the number of shares issuable upon exercise
of then unexercised Rollover



 22
 









Options (the “Rollover Attributable Shares”), bears
to the total number of outstanding shares of Buyer Common Stock plus such
Rollover Attributable Shares and (B) the Compensation Committee of the Board of
Directors of the Company, after consultation with the CEO, may determine that a
portion of such bonus pool may be paid over time); provided that such
distributions shall be structured in a manner consistent with the requirements
of Section 409A of the Code so as to avoid the imposition of excise tax but
without incremental cost to Buyer or the Company (other than the cost of using
internal and external resources to work on any such structuring as may be
necessary).


Section 5.1(a)(ii) shall not apply if Buyer offers
holders of then unexercised Rollover Options 
the opportunity to participate pro-rata
(based on the proportion that the total number of shares issuable upon exercise
of then unexercised Rollover Options on a net basis (“Net Shares”) bears to the number of
outstanding shares of Buyer Common Stock plus such Net Shares) in such
redemption or repurchase; provided that such transactions shall be structured
in a manner consistent with the requirements of Section 409A of the Code so as
to avoid the imposition of excise tax but without incremental cost to Buyer or
the Company (other than the cost of using internal and external resources to
work on any such structuring as may be necessary).  A pro-rata
redemption or repurchase of Buyer Common Stock shall be treated as a dividend,
and be governed by Section 5.1(a)(i).


(b)   Each
Manager hereby appoints Mark Casady as his or her proxy to vote such holder’s
Shares, whether at a meeting or by written consent in accordance with such
holder’s agreements contained in this Article V, which proxy shall be valid and
remain in effect until during the term of this Agreement.  The proxy granted herein is irrevocable and
coupled with an interest sufficient in law to support an irrevocable power.  Mark Casady agrees that such proxy shall only
be voted in a manner consistent with such holder’s agreement with respect to
voting contained in Section 5.1(a).  In the event that Mark Casady is, for any
reason, not the CEO, such proxy shall automatically transfer to a member of
senior management designated by him or, failing such designation, to the
employee then holding the largest number of Rollover Attributable Shares.


ARTICLE VI



REGISTRATION RIGHTS


Section 6.1.            Registration.


(a)   Demand Registration.  (i) Each Sponsor may make a written demand
that Buyer effect the registration of all or part of the Registrable Securities
Beneficially Owned by such Sponsor (a “Demand Registration”) at any time. 
Each Sponsor shall have six (6) Demand Registrations pursuant to this Section
6.1(a)(i).  (ii) At any time from
and after 180 days after an IPO, the Founders
may make a written demand that Buyer effect the registration of all or part of
the Registrable Securities Beneficially Owned by the Founders (a “Demand Registration”).  The
Founders shall have a total of two (2) Demand Registrations pursuant to this Section
6.1(a)(ii).  The Sponsors or the
Founders, as the case may be, that make a demand, the “Demanding Party”.



 23
 









(b)   Preemption. 
Notwithstanding anything to the contrary contained in this Agreement,
Buyer shall not be obligated to effect a registration pursuant to a Demand
Registration:


(i)            in
the case of a Founder’s Demand Registration, if the number of Registrable
Securities that Buyer shall have been required to register shall have, in the
aggregate a market value of less than $20,000,000;


(ii)           in
any particular jurisdiction in which Buyer would be required to execute a
general consent to service of process in effecting such registration,
qualification or compliance unless Buyer is already subject to service in such
jurisdiction and except as may be required by the Securities Act;


(iii)          in the case of a Founder’s Demand Registration, if Buyer
shall furnish to the requesting party certificate signed by the President
or equivalent senior executive of Buyer, stating that in the good faith
judgment of the Buyer Board it would be seriously detrimental to Buyer and its
shareholders for such Registration Statement to be filed at the date filing
would be required, in which case Buyer shall have an additional period of not
more than 90 days within which to file
such registration statement; or


(iv)          during the period starting with the date sixty (60) days prior to Buyer’s good faith estimate of the
date of filing of, and ending on a date one hundred eighty (180) days after the effective day of, another
Demand Registration subject to Section 6.1(a) hereof, provided that Buyer is
employing in good faith all reasonable efforts to cause such registration
statement to become effective.


Buyer shall
not be entitled to preempt a Demand Registration pursuant to this Section
6.1(b) more than once during any twelve (12) month period.


(c)   Demand Withdrawal.  A
Demanding Party may withdraw its Registrable Securities from its Demand
Registration at any time prior to the effectiveness of the applicable Demand
Registration statement.  Upon receipt of
notices from a Demanding Party to such effect, Buyer shall cease all efforts to
secure effectiveness of the applicable Demand Registration statement and such
Registration nonetheless shall be deemed a Demand Registration (charged against
such Demanding Party) for purposes of Section 6.1(a) unless (i) such Demanding
Party shall have paid or reimbursed Buyer for the reasonable and documented
out-of-pocket fees and expenses incurred by Buyer in connection with the
registration of such withdrawn Registrable Securities or (ii) the withdrawal is
made following the occurrence of a material adverse change in Buyer.


(d)   Effective Registration. 
Buyer shall be deemed to have effected a Demand Registration only if the
registration statement relating to such demand is declared effective by the SEC
and remains effective for (i) not less than one hundred eighty (180) days (or
such shorter period as will terminate when all Registrable Securities covered
by such registration statement have been sold or withdrawn), or (ii) if such
registration statement relates to an underwritten offering, such longer period
as in the opinion of counsel for the underwriter or underwriters a prospectus
is required by law to be delivered in connection with sales of



 24
 









Registrable Securities by an underwriter or
dealer (the applicable period, the “Demand
Period”).  No Demand
Registration shall be deemed to have been effected if (i) during the Demand
Period such Registration is interfered with by any stop order, injunction or
other order or requirement of the SEC or other governmental agency or court or
(ii) the conditions to closing specified in the underwriting agreement, if any,
entered into in connection with such registration are not satisfied other than
by reason of a wrongful act, misrepresentation or breach of such applicable
underwriting agreement by a Sponsor or Founder.


(e)   Demand Registration Expenses.  The
Registration Expenses in connection with a registration requested pursuant to Section
6.1(a) shall be born by Buyer.


(f)    Underwriting.  (i) If the
Sponsor(s) intend to distribute Registrable Securities covered by such
Sponsor(s)’ Demand Registration by means of an underwriting, such Sponsor(s)
shall so advise Buyer as part of such Sponsor(s) demand made pursuant to Section
6.1(a).  Buyer shall, together with any Sponsor proposing to
distribute its Securities through such underwriting, enter into an underwriting
agreement in customary form with the underwriter or underwriters selected
jointly by the Sponsors (or by a given Sponsor if only one Sponsor has
requested registration) and reasonably satisfactory to Buyer.


Notwithstanding any other provision
of Section 6.1(a), if the underwriter shall advise the Buyer that marketing
factors (including, without limitation, an adverse effect on the per share
offering price) require a limitation of the number of Shares to be
underwritten, then Buyer shall so advise all Sponsors that have requested to
participate in such offering, and the number of shares of Registrable
Securities that may be included in the registration and underwriting shall be
allocated pro rata among the
Sponsors thereof in proportion, as nearly as practicable, to the respective
amounts of Registrable Securities held by such Sponsors at the time of filing
the Registration Statement.


If any participating Sponsor
disapproves of the terms of the underwriting, such Sponsor may elect to withdraw therefrom by written notice to
Buyer, the underwriter and the participating Sponsor.  The Registrable Securities so withdrawn shall
also be withdrawn from registration.


(ii)           If
the Founder(s) intends to distribute Registrable Securities covered by such
Founder Demand by means of an underwriting, such Founder(s) shall so advise
Buyer as part of such Founder(s)’ demand made pursuant to Section 6.1(a).


Buyer shall, together with any Founder proposing to distribute its
securities through such underwriting, enter into an underwriting agreement in
customary form with the underwriter or underwriters selected by a
majority-in-interest of the participating Founders and reasonably satisfactory
to Buyer.  Notwithstanding any other
provision of Section 6.1(a), if the underwriter shall advise Buyer that
marketing factors (including, without limitation, an adverse effect on the per
share offering price) require a limitation of the number of Shares to be
underwritten, then Buyer shall so advise all Founders that have requested to
participate in such offering, and the number of shares of Registrable
Securities that may be included in the registration and underwriting shall be
allocated pro  rata among the Founders thereof in



 25
 









proportion,
as nearly as practicable, to the respective amounts of Registrable Securities
held by such Founders at the time of filing the Registration Statement.


If any participating Founder disapproves of the terms of the underwriting,
such Founder may elect to withdraw therefrom by written notice to Buyer,
the underwriter and the other participating Founders, if any.  The
Registrable Securities so withdrawn shall also be withdrawn from registration.


(iii)          If the underwriter has not limited the
number of Registrable Securities to be underwritten, and after taking into
account any piggyback registrations herein, Buyer may include securities for
its own account (or for the account of other Stockholders) in such Demand
Registration if the underwriter advises the Demanding Party in writing that, in
its or their opinion, such Buyer (or other Stockholders) securities to be
included in such Demand Registration would not be likely to have an adverse
effect on the price, timing or distribution of the securities offered or the
market for the securities offered.


(g)   Piggyback Registrations. 
If at any time (i) Buyer proposes to register for sale by Buyer any
Shares (other than a registration on Form S-4 or Form S-8, or any successor or
similar forms) for sale to the public under the Securities Act, or (ii) any
Person, including any of the Sponsors or Founders, proposes to sell Registrable
Securities in a registered sale, Buyer shall each such time promptly give
written notice to any other Sponsor, Founder, Manager or Holder that
beneficially owns any Registrable Securities of its or their intention to do
so, of the registration form of the SEC that has been selected and of such
holders’ rights under this Section 6.1(g) (the “Piggyback Notice”). 
Subject to Section 6.1(j), Buyer shall include, and will cause the
underwriter or underwriters, if applicable, to include, in the proposed
offering, on the same terms and conditions as the Shares proposed to be sold by
or the Demanding Party (as the case may be) in such offering, on a pro rata basis for the Sponsors, Managers and Holders and
two times pro rata basis for the Founders, all
Registrable Securities that Buyer has been requested in writing, within 15
calendar days after the Piggyback Notice is given, to register for such
Stockholders, as applicable (each such registration pursuant to this Section
6.1, a “Piggyback Registration”);
provided, however, that (A) if, at any time after giving a Piggyback Notice and
prior to the effective date of the registration statement filed in connection
with such registration, Buyer or the Demanding Party, as the case may be, shall
determine for any reason not to register such Shares, Buyer, shall give written
notice of such determination to all Sponsors, Founders, Managers and Holders
who Beneficially Own any Registrable Securities and, thereupon, Buyer or the
Demanding Party, as applicable, shall be relieved of its obligation to register
any Registrable Securities in connection with such abandoned registration, and
(B) in case of a determination by Buyer or the Demanding Party, as applicable,
to delay registration of its Shares, such party shall be permitted to delay the
registration of such Registrable Securities for the same period as the delay in
registering such other Shares.  In the
case of any registration of Registrable Securities in an underwritten offering pursuant
to this Section 6.1(g), all Stockholders proposing to distribute their
securities pursuant to this on Section 6.1(g) shall, at the request of Buyer,
enter into an agreement in customary form with the underwriter or underwriters
selected by Buyer or the Demanding Party, as applicable.


(h)   Piggyback Registrations Expenses.  Buyer shall
pay all Registration Expenses in connection with each registration of
Registrable Securities requested pursuant to this



 26
 









Section 6.1(h); provided, however,
that each Sponsor, Founder, Manager or Holder shall pay all underwriting
discounts and commissions and transfer taxes, if any, relating to the sale or
disposition of such Sponsor’s, Founder’s, Manager’s or Holder’s Registrable
Securities pursuant to a Piggyback Registration effected pursuant to Section 6.1(g).


(i)    Priority in Piggyback Registrations.  If the
managing underwriter for a registration pursuant to Section 6.1(g) shall advise Buyer in writing that, in its opinion,
the number of Registrable Securities requested to be included in such
registration exceeds the number (the “Maximum Sale Number”) that can be sold in an orderly manner in such
offering within a price range acceptable to Buyer or the Demanding
Party, as the case may be, Buyer shall include in such offering the following
Shares:  (a) first, all the Shares, if
any, Buyer or the Demanding Party, as the case may be, proposes to register for
its own sale, and (b) second, all Registrable Securities requested to be included
by all other Stockholders (or if the number of
such Registrable Securities exceeds the Maximum Sale Number less the number of
Shares included pursuant to clause (a) above, then the number of such
Registrable Securities included in such registration pursuant to this clause
(b) shall be equal to the excess of the Maximum Sale Number over the number of
Shares included pursuant to clause (a) above and shall be allocated so as to
allow two times pro  rata participation for all requesting
Founders, and one times pro rata
participation for all requesting Sponsors, Managers and Holders, on the basis of the relative number of Registrable
Securities each such Stockholder had requested to have included in such
registration).


(j)    Underwriting Requirements.  In
connection with any offering involving any underwriting of securities in a
Piggyback Registration, such Stockholder’s
Registrable Securities shall not be included in such underwriting unless such Stockholder accepts the terms of the
underwriting as agreed upon, in customary form and substance, between Buyer and the underwriters (or in the case of a
Demand Registration in which Buyer is not participating, between the Sponsors
or the Founders, as the case may be, and the underwriters), and such
Stockholder agrees to sell such Stockholder’s Registrable Securities on the
basis provided therein and completes and/or executes all questionnaires,
indemnities, lock-ups, underwriting agreements and other documents (including
powers of attorney and custody arrangements) required generally of all selling
Stockholders, in each case, in customary form and substance, which are
requested to be executed in connection therewith; provided, however,
that with respect to any representations, warranties, indemnities and
agreements of sellers of Shares in such Piggyback Registration, the aggregate
amount of such liability will not exceed the lesser of  (i) such holder’s pro rata portion of any
such liability, in accordance with such holder’s portion of the total number of
Shares included in the offering or (ii) such holder’s net proceeds actually
received by such holder from such offering.


(k)   No Effect on Demand Registrations.  No
registration of Registrable Securities pursuant to Section 6.1(g) shall be deemed to be a Demand Registration.


Section 6.2.            Registration Procedures.  If and
whenever Buyer is required to use its reasonable best efforts to effect or
cause the registration of any Registrable Securities under the Securities Act
as provided in this Article VI, Buyer will, subject to the terms of this
Agreement, as soon as practicable:



 27
 









(a)   prepare
and file with the SEC the requisite registration statement with respect to such
Registrable Securities (including all exhibits and financial
statements required under the Securities Act) and use its reasonable best
efforts to cause such registration statement to become and remain effective in order to permit the sale of the Registrable
Securities by the Stockholders in accordance with the intended method or
methods of distribution thereof described in such registration statement;


(b)   prepare
and file with the SEC such amendments and supplements to such registration
statement and the prospectus used in connection therewith as may be necessary
to keep such registration statement effective during such period,
or reasonably requested by holders of a majority of the participating
Registrable Securities;


(c)   comply
with the provisions of the Securities Act with respect to the sale or other
disposition of all securities covered by such registration statement during
such period and all stock exchange or trading system or NASD registration,
listing or filing requirements;


(d)   furnish
to each Stockholder of such Registrable Securities and each underwriter such
number of copies of such registration statement and of each amendment and
supplement thereto (in each case including all exhibits), such number of copies
of the prospectus included in such registration statement
(including each preliminary prospectus and summary prospectus), in conformity
with the requirements of the Securities Act, and such other documents as such
Stockholder or underwriter may reasonably request;


(e)   (i)
promptly notify in writing each Stockholder that holds Registrable Securities
covered by such registration statement, (and, if requested,
provide copies of the relevant documents, as soon as reasonably practicable),
(A) upon the filing of any such registration statement or amendment or
supplement thereto (including post-effective amendments) and when such registration statement  or amendment or supplement thereto becomes
effective, (B) of the issuance by the SEC or any state securities authority of
any stop order, injunction or other order or requirement suspending the
effectiveness of such registration statement (and take all reasonable action to
prevent the entry of such stop order or to remove it if entered, or the
initiation of any proceedings for that purpose), (C) if, at any time, the
representations and warranties of Buyer in any applicable underwriting
agreement cease to be true and correct in all material respects, or (D) of the
happening of any event as a result of which the registration statement, as then
in effect, or the prospectus related thereto or any document included therein
by reference includes an untrue statement of a material fact or omits to state
a material fact required to be stated therein or necessary to make the
statements therein (in the case of such prospectus and any preliminary
prospectus, in the light of the circumstances under which they were made) not
misleading and (ii) in the case of an event under clause (e)(i)(B) or (D), promptly file such amendments and supplements which
may be required on account of such event and use its reasonable best efforts to
cause each such amendment and supplement to become effective;


(f)    promptly
furnish counsel for each underwriter, if any, and for the selling Stockholders
of Registrable Securities copies of any written request by the SEC (including
any written comments from the SEC on such registration statement) or any state



 28
 









securities authority for amendments or supplements to a registration
statement and prospectus or for additional information;


(g)   use
reasonable best efforts to obtain the withdrawal of any order suspending the
effectiveness of a registration statement at the earliest possible time;


(h)   use
reasonable best efforts to cause all such Registrable Securities covered by
such registration statement to be listed on the principal securities exchange
or authorized for quotation on Nasdaq, if any, on which similar equity
securities issued by Buyer are then listed or authorized for quotation, or
eligible for listing or quotation, if the listing or authorization for
quotation of such securities is then permitted under the rules of such exchange
or the NASD;


(i)    enter
into an underwriting agreement with the underwriter of such offering in the
form customary for such underwriter for similar offerings, including such
representations and warranties by Buyer, provisions regarding the delivery of
opinions of counsel for Buyer and accountants’ letters, provisions regarding
indemnification and contribution, and such other terms and conditions as are at
the time customarily contained in such underwriter’s underwriting agreements
for similar offerings (the sellers of Registrable Securities that are to be
distributed by such underwriter(s) may, at their option, require that any or
all of the representations and warranties by, and the other agreements on the
part of, Buyer to and for the benefit of such underwriter(s) shall also be made
to and for the benefit of such sellers of Registrable Securities);


(j)    make
available for inspection by representatives of the selling Stockholders who
hold Registrable Securities and any underwriters participating in any
disposition pursuant hereto and any counsel or accountant retained by such
Stockholders or underwriters, all relevant financial and other records,
pertinent corporate documents and properties of Buyer and cause the respective
officers, directors and employees of Buyer to supply all information reasonably
requested by any such representative, underwriter, counsel or accountant in
connection with a registration pursuant hereto; provided, however,
that, with respect to records, documents or information which Buyer determines,
in good faith, to be confidential and as to which Buyer notifies such
representatives, underwriters, counsel or accountants in writing of such
confidentiality, such representatives, underwriters, counsel or accountants
shall not disclose such records, documents or information unless (i) the
release of such records, documents or information is ordered pursuant to a
subpoena or other order from a court of competent jurisdiction,
(ii) such information is or becomes available to such Person on a
non-confidential basis from a source other than Buyer, or (iii) such records, documents or information have
previously been generally made available to the public.  Each selling Stockholder of such Registrable
Securities agrees that information obtained by it as a result of such
inspections shall be deemed confidential and shall not be used by it as the
basis for any market transactions in the securities of Buyer or its Affiliates
(or for such Stockholder’s business purposes or for any reason other than in
connection with a registration hereunder) unless and until such information is
made generally available (other than by such Stockholder or where such
Stockholder knows that such information became publicly available as a result
of a breach of any confidentiality arrangement) to the public.  Each selling Stockholder of such Registrable
Securities further agrees that it will, upon learning that disclosure of such
records is sought, give



 29















notice to Buyer and allow Buyer, at
its expense, to undertake appropriate action to prevent disclosure of the
records deemed confidential;


(k)   permit
any beneficial owner of Registrable Securities who, in the sole judgment,
exercised in good faith, of such holder, might be deemed to be a controlling
Person of Buyer, to participate in the preparation of such registration or
comparable statement and to require the insertion therein of material,
furnished to Buyer in writing, that in the judgment of such holder, as
aforesaid, should be included; and


(l)    on
or prior to the date on which the applicable Registration Statement is declared
effective, use its reasonable best efforts to register or qualify, and
cooperate with the selling holders of Registrable Securities, the managing
underwriter or underwriters, if any, and their respective counsel, in
connection with the registration or qualification of such Registrable
Securities for offer and sale under the securities or “blue sky” laws of each
state and other jurisdiction of the United States as any such selling holder or
managing underwriter or underwriters, if any, or their respective counsel
reasonably request in writing and do any and all other acts or things
reasonably necessary or advisable to keep such registration or qualification in
effect, provided that Buyer shall not be required to qualify generally to do
business in any jurisdiction where it is not then so qualified or to take any
action which would subject it to taxation or general service of process in any
such jurisdiction where it is not then so subject;


(m)  cooperate
with the selling Stockholders of Registrable Securities and the managing
underwriter or underwriters, if any, to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold and not
bearing any restrictive legends; and enable such Registrable Securities to be
in such denominations and registered in such names as the managing underwriters
may request at least two business days prior to any sale of Registrable
Securities to the underwriters;


(n)   use
its reasonable best efforts to cause the Registrable Securities covered by the
applicable registration statement to be registered or approved by such other
governmental agencies or authorities (other than any foreign governmental
agencies or authorities) as may be ncessary to enable the seller or sellers
thereof or the underwriter or underwriters, if any, to consummate the
disposition of such Registrable Securities;


(o)   not
later than the effective date of the applicable registration statement, provide
a CUSIP number for all Registrable Securities and provide the applicable
transfer agent with printed certificates for the Registrable Securities which
are in a form eligible for deposit with The Depository Trust Company;


(p)   enter
into such customary agreements (including underwriting and indemnification
agreements) and take all such other actions as the holders of at least a
majority of any Registrable Securities being sold or the managing underwriter
or underwriters, if any, reasonably request in order to expedite or facilitate
the registration and disposition of such Registrable Securities;


(q)   obtain
for delivery to the selling holders of Registrable Securities and to the
underwriter or underwriters, if any, an opinion or opinions from counsel for Buyer
dated



 30
 









the effective date of the Registration
Statement or, in the event of an underwritten offering, the date of the closing
under the underwriting agreement, in customary form, scope and substance, which
opinions shall be reasonably satisfactory to such holders or underwriters, as
the case may be, and their respective counsel;


(r)    make reasonably available its employees and personnel
and otherwise provide reasonable assistance to the underwriters (taking into
account the needs of Buyer’s businesses and the requirements of the marketing
process) in the marketing of the Registrable Securities in any underwritten
offering.


Buyer may require each Stockholder who is selling Registrable Securities
pursuant to which any registration is being effected to furnish Buyer such
information regarding such Stockholder and the distribution of such Registrable
Securities as Buyer may from time to time reasonably request in writing.


Each beneficial owner of Registrable Securities agrees that upon receipt of
any notice from Buyer of the happening of any event of the kind
described in clauses (e)(i)(B) and (e)(i)(D) above, such beneficial owner will
forthwith discontinue disposition of Registrable Securities pursuant to the
registration statement covering such Registrable Securities until such
beneficial owner’s receipt of the copies of the
supplemented or amended prospectus contemplated by clause (e)(ii) above, and,
if so directed by Buyer, such beneficial owner will deliver to Buyer (at Buyer’s
expense) all copies, other than permanent file copies then in such beneficial
owner’s possession, of the prospectus covering such Registrable Securities that
was in effect prior to such amendment or supplement.


Section 6.3.            Indemnification.


(a)   In
the event of any registration of any Registrable Securities pursuant to this
Article VI, Buyer shall indemnify and hold harmless, to the fullest extent
permitted by law, any Stockholder selling any Registrable Securities covered by
such registration statement, its Affiliates, directors, officers, fiduciaries,
employees, advisors, agents and stockholders or members or
general and limited partners (and the directors, officers, fiduciaries, employees, agents and stockholders or
members or general and limited partners thereof), each other Person who
participates as an underwriter or a qualified independent underwriter, if any,
in the offering or sale of such securities, each director, officer, fiduciary,
employee, agent and stockholder or general and limited partner of such
underwriter or qualified independent underwriter, and each other Person
(including any such Person’s directors, officers, fiduciaries, employees,
agents and stockholders or members or general and limited partners), if any,
who controls such seller or any such underwriter or qualified
independent underwriter, within the meaning of the Securities Act, against any
and all losses, penalties, judgments, suits, costs, claims, damages,
liabilities and expenses in respect thereof (including reasonable costs of
investigation and reasonable fees and expenses of counsel) (“Claims”) and any amounts paid in any settlement effected with Buyer’s consent, which
consent shall not be unreasonably withheld, conditioned or delayed) to which
each such indemnified party may become subject under the Securities Act, the
Exchange Act or otherwise, insofar as such Claims or expenses arise out of or
are based upon any of the following actual or alleged statements, omissions or
violations (each, a “Violation”):  (i) any
untrue statement or alleged untrue statement of a material fact contained in
any registration statement



 31
 









under which such Registrable
Securities were registered pursuant to this Agreement under the Securities
Act, together with any supplements or amendments thereto or documents
incorporated by reference therein,  or
the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, (ii) any untrue statement or
alleged untrue statement of a material fact contained in any preliminary, final
or summary prospectus, free writing prospectus or any amendment or supplement
thereto (unless corrected in the final prospectus), together with the documents incorporated by reference therein, or the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading, or (iii) any
violation by Buyer of any federal, state or common law rule or regulation
applicable to Buyer and relating to action required of or inaction by Buyer in
connection with any such registration, and Buyer will reimburse any such
indemnified party for any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such Claim
as such expenses are incurred; provided, however, that Buyer
shall not be liable to any such indemnified party in any such case to the
extent such Claim arises out of or is based upon any Violation that occurs in
reliance upon and in conformity with written information furnished to Buyer or
its representatives by or on behalf of such indemnified party expressly stating
that such information is for use therein.


(b)   Each
holder of Registrable Securities that are included in the securities as to
which any Demand Registration or Piggyback Registration is being effected (and,
if Buyer requires as a condition to including any Registrable Securities in any
registration statement filed in connection with any Demand Registration or
Piggyback Registration, any underwriter and qualified independent underwriter,
if any) shall, severally and not jointly, indemnify and hold harmless (in the same
manner and to the same extent as set forth in Section 6.3(a)), to the fullest
extent permitted by law, Buyer, its directors, officers, fiduciaries,
employees, advisors, agents and
stockholders (and the directors, officers, fiduciaries, employees, agents and
stockholders or members or general and limited partners thereof) and each
Person (including any such Person’s directors, officers, fiduciaries,
employees, agents and stockholders or members or general and limited partners),
if any, controlling Buyer within the meaning of the Securities Act and all
other prospective sellers and their directors, officers, fiduciaries,
employees, agents and stockholders or general and limited partners and
respective controlling Persons (including any such Person’s directors,
officers, fiduciaries, employees, agents and stockholders or members or general
and limited partners), against any and all Claims, and any amounts paid in any settlement effected with
the consent of the indemnifying party, which consent shall not be unreasonably
withheld, conditioned or delayed, to which each such indemnified party may
become subject under the Securities Act, the Exchange Act or otherwise, insofar
as such Claims arise out of or are based upon any Violation that occurs in
reliance upon and in conformity with written information furnished to Buyer or
its representatives by or on behalf of such holder of Registrable Securities,
expressly stating that such information is for use in connection with any
registration statement, preliminary, final or summary prospectus or amendment
or supplement.  Notwithstanding anything
in this Section 6.3(b) to the contrary, no indemnifying party shall be required
pursuant to this Section 6.3(b) to contribute any amount in excess of the net
proceeds received by such indemnifying party from the sale of Registrable
Securities in the offering to which the Claims of the indemnified parties
relate.



 32
 









(c)   Indemnification
similar to that specified in Section 6.3(a) and Section 6.3(b) (with
appropriate modifications) shall be given by Buyer and each seller of
Registrable Securities (and, if Buyer requires as a condition to including any
Registrable Securities in any registration statement filed in connection with
any Piggyback Registration, any underwriter and qualified independent
underwriter, if any) with respect to any required registration or other
qualification of securities under any state securities or “blue sky” laws.


(d)   Any
Person entitled to indemnification under this Agreement shall notify promptly
the indemnifying party in writing of the commencement of any action or
proceeding with respect to which a claim for indemnification may be made
pursuant to this Section 6.3, but the failure of any indemnified party to
provide such notice shall not relieve the indemnifying party of its obligations
under the preceding paragraphs of this Section 6.3, except to the extent the
indemnifying party is actually and materially prejudiced thereby and shall not relieve the
indemnifying party from any liability that it may have to any indemnified party
otherwise than under this Section 6.3. 
In case any action or proceeding is brought against an indemnified party
and it shall notify the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate therein and, unless in the
reasonable opinion of outside counsel to the indemnified party a conflict of
interest between such indemnified and indemnifying parties may exist in respect
of such claim, to assume the defense thereof jointly with any other
indemnifying party similarly notified, to the extent that it chooses, with
counsel reasonably satisfactory to such indemnified party, and after notice
from the indemnifying party to such indemnified party that it so chooses, the
indemnifying party shall not be liable to such indemnified party for any legal
or other expenses subsequently incurred by such indemnified party in connection
with the defense thereof other than reasonable costs of investigation; provided,
however, that any indemnified party entitled to indemnification
hereunder shall have the right to select and employ separate counsel and to
participate in the defense of such claim, but the fees and expenses of such
counsel shall be at the expense of such indemnified party unless (i) the indemnifying party fails to take reasonable steps
necessary to defend diligently the action or proceeding within 20 calendar days
after receiving notice from such indemnified party that the indemnified party
believes it has failed to do so; (ii) if such indemnified party who is a
defendant in any action or proceeding that is also brought against the
indemnifying party reasonably shall have concluded that there may be one or
more legal defenses available to such indemnified party which are not available
to the indemnifying party; or (iii) in the reasonable judgment of any
indemnified party (based upon advice of its counsel) a conflict of interest may
exist between such indemnified party and the indemnifying party with respect to
such claims, then, in any such case, the
indemnified party shall have the right to assume or continue its own defense as
set forth above (but with no more than one firm of counsel for all indemnified
parties in each jurisdiction, except to the extent any indemnified party or
parties reasonably shall have concluded that there may be legal defenses
available to such party or parties that are not available to the other
indemnified parties or to the extent representation of all indemnified parties
by the same counsel is otherwise inappropriate under applicable standards of
professional conduct) and the indemnifying party shall be liable for any
expenses therefor.  No indemnifying party
shall, without the written consent of the indemnified party, which consent
shall not be unreasonably withheld, conditioned or delayed, effect the
settlement or compromise of, or consent to the entry of any judgment with
respect to, any Claim in respect of which indemnification or contribution may
be sought hereunder (whether or not the indemnified party is an actual or
potential party to such claim) unless such settlement, compromise or judgment
(A)



 33
 









includes an unconditional release of the
indemnified party from all liability arising out of such Claim and (B) does not
include a statement as to or an admission of fault, culpability or a failure to
act, by or on behalf of any indemnified party.


(e)   If
for any reason the foregoing indemnity is unavailable or is insufficient to
hold harmless an indemnified party under Section 6.3(a), Section 6.3(b), or Section
6.3(c), then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of any Claim in such proportion
as is appropriate to reflect the relative fault of the indemnifying party on
the one hand and the indemnified party and any other indemnifying party on the
other hand from the acts, statements and omissions that resulted
in such Claims.  If, however, the
allocation provided in the immediately
preceding sentence is not permitted by applicable law, or if the indemnified
party failed to give the notice required by Section 6.3(d) above and the
indemnifying party is actually and materially prejudiced thereby, then
each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative fault of but also the relative
benefits received by the indemnifying party, on the one hand, and the
indemnified party, on the other hand, as well as any other relevant equitable
considerations, including the extent of such prejudice.  The relative fault shall be determined by a
court of law by reference to, among other things, whether the Violation relates
to information supplied by the indemnifying party or the indemnified party and
the parties’ relative intent knowledge, access to information and opportunity
to correct or prevent such Violation. 
The parties hereto agree that it would not be just and equitable if
contributions pursuant to this Section 6.3(e) were to be determined by pro rata
allocation, or by any other method of allocation that does not take account of the equitable considerations
referred to in the preceding sentences of this Section 6.3(e).  The amount paid or payable in respect of any
Claim shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or
defending any such Claim.  No Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to 
contribution from any Person who was not guilty of such fraudulent
misrepresentation.  Notwithstanding
anything in this Section 6.3(e) to the contrary, no indemnifying party (other
than Buyer) shall be required pursuant to this Section 6.3(e) to contribute any
amount in excess of the gross proceeds received by such indemnifying party from
the sale of Registrable Securities in the offering to which the Claims of the
indemnified parties relate.


(f)    The
indemnity agreements contained in this Agreement shall be in addition to any
other rights to indemnification or contribution that any indemnified party may
have pursuant to law or contract and shall remain operative and in full force
and effect regardless of any investigation made or omitted by or on behalf of any
indemnified party and shall survive the transfer of the Registrable Securities
by any such party and the termination of this Agreement.


(g)   The
indemnification and contribution required by this Section 6.3 shall be made by periodic payments of the amount
thereof during the course of the investigation or defense, as and when bills
are received or expense, loss, damage or liability is incurred.



 34
 









(h)   In
connection with underwritten offerings, Buyer will use reasonable best efforts
to negotiate terms of indemnification that are reasonably favorable to the
various sellers pursuant thereto, as appropriate under the circumstances.


Section 6.4.            Lock-Up Agreement.  If requested
in writing by Buyer or the underwriter in an IPO, each Stockholder (or, if
requested by Buyer or the underwriter in any other underwritten offering of
Registrable Securities in which such Stockholder is participating, each such
participating Stockholder) agrees not to effect any public sale or
distribution, including any sale pursuant to Rule 144, of any Registrable
Securities or any equity interests in Buyer or other securities representing,
or exchangeable, convertible or exercisable into, Shares or other Voting
Securities of Buyer (in each case, other than as part of such underwritten public
offering) within 14 calendar days before or 180 calendar days after the
effective date of a registration statement or for such shorter period as the
sole or lead managing underwriter or Buyer shall request, in any such
case, unless consented to by such underwriter or Buyer, as applicable;
provided, however, that the foregoing restrictions will not apply to (i)
transactions relating to shares of Buyer Common Stock or other securities
acquired in open market transactions after the completion of the IPO, (ii)
Transfers to a Permitted Transferee of such holder in accordance with the terms
of this Agreement or (iii) conversions of shares of Buyer Common Stock without
change of holder.


Section 6.5.            Post IPO Registration.  As promptly
as practicable after an IPO and the subsequent expiration of any underwriter
lock-up periods, Buyer shall file (a) a registration statement on Form S-8
covering all of the Shares received (or to be received) pursuant to Buyer’s
benefit plans, and (b) a shelf registration statement on Form S-3
covering the Registrable Securities.


Upon effectiveness of such shelf
registration statement, Buyer will use its reasonable best efforts to
keep such registration statement effective with the SEC until such time as the
Shares held by all holders of Registrable Securities are freely tradeable under
SEC Rule 144(k).  Notwithstanding the
foregoing, Buyer may suspend effectiveness of such registration statement
during any period covered by Section 6.2(e)(i)(B) or (D).  Buyer shall file a successor shelf
registration statement on Form S-3 every three years.


Section 6.6.            Information by Sponsors, Founders, Managers,
or Holders.  Each Sponsor, Founder, Manager, and Holder of
Registrable Securities included in any registration shall furnish to Buyer such
information regarding such Sponsor, Founder, Manager, or Holder and the
distribution proposed by such Sponsor, Founder, Manager, or Holder as Buyer may
reasonably request in writing and shall be required in connection with any
registration, qualification or compliance referred to in any section of any
section of Article VI or any provision thereunder.


Section 6.7.            Rule 144 Reporting.  With a view
to making available to the Sponsors, Founders, Managers, and Holders the
benefits of certain rules and regulation of the SEC that may permit the sale of
the Registrable Securities to the public without registration, Buyer, following
an IPO, agrees to:



 35
 









(a)   Make
and keep current public information available, within the meaning of Rule 144
or any similar or analogous rule promulgated under the Securities Act;


(b)   File
with the SEC, in a timely manner, all reports and other documents required of Buyer
under the Securities Act and Exchange Act (after it has become subject to such
reporting requirements);


(c)   Take
such further action as any holder of Registrable Securities may reasonably
request, to the extent required to enable such holder to sell Registrable
Securities without registration under the Securities Act within the exemption
provided by Rule 144.


Section 6.8.            Termination
of Registration Rights.  The
rights to any particular Founder, Manager, or Holder to cause Buyer to register
securities pursuant to this Article VI shall terminate as to any Founder,
Manager, or Holder on the later of (a) two (2) years following the consummation
of an IPO, or (b) the date such Founder, Manager, or Holder is able to dispose
of all of its Registrable Securities (i) within a 90 day period under the
volume restrictions of Rule 144(e) (whether or not applicable) and (ii)
pursuant to SEC Rule 144(k).


ARTICLE VII



PREEMPTIVE RIGHTS


Section 7.1.            Preemptive Right for Equity Issuances.  Prior
to an IPO, if Buyer proposes to issue to any Person any Shares, Voting
Securities or other equity securities of Buyer (including for the avoidance of
doubt, the issuance of any warrants or debt securities exchangeable for or
convertible into Shares, Voting Securities or other equity securities of
Buyer), other than (i) pursuant to an employee
or non-management director stock option plan, stock bonus plan, stock purchase
plan or other management equity program or plan, (ii) pursuant to any merger,
share exchange or acquisition pursuant to which Voting Securities are exchanged
for, or issued upon cancellation or conversion of, equity securities of another
entity not Affiliated with any Stockholder or (iii) sales of Shares in an IPO, each
Stockholder shall be afforded the right
to acquire (for the same price and on the same terms as Buyer proposes to issue
such Shares, Voting Securities or other equity securities of Buyer) a
number of Shares, Voting Securities or other equity securities, as applicable, such that following such proposed issuance
such Stockholder would, assuming completion of such proposed issuance and the
purchase by such Stockholder of all Shares, Voting Securities or other equity
securities purchasable by such Stockholder under this Section 7.1, hold the
same percentage (on a fully-diluted basis) of Buyer’s equity as such
Stockholder held prior to such issuance. 
Stockholders must exercise the purchase rights hereunder within twenty
(20) Business Days after receipt of any notice of intention to cause such
issuance from Buyer.



 36
 









ARTICLE
VIII


 PUT AND CALL OPTIONS


Section 8.1.            Call
Option.  Prior to an IPO, upon
termination of the Manager’s employment with the Company, Buyer shall have the
right (the “Call Option”)
to repurchase all of such Manager’s Shares, Voting Securities or other equity
securities of Buyer (including, but not limited to, options to purchase Shares,
Voting Securities or other equity securities of Buyer, warrants or debt
securities convertible into Shares, Voting Securities or other equity
securities of Buyer) (collectively, the “Manager’s
Equity Interests”) at Fair Market Value upon notice to the
Manager to be provided within 10 business days following the later of the date
of termination of such Manager or the date on which the Manager’s Equity
Interests are acquired pursuant to the exercise of an option to purchase
Shares, Voting Securities or other equity securities of Buyer. A repurchase by
the Company of the Manager’s Equity Interests under this Section 8.1 shall be
for cash; provided, however, that, if (a) such Manager is
terminated for Cause, and (b) the terms of Buyer’s and the Company’s
outstanding debt arrangements prohibit such use of cash, Buyer may repurchase
all of such Manager’s Equity Interests with a Promissory Note issued by Buyer
to the Manager.  The parties acknowledge
and agree that the provisions of this Article VIII shall be the exclusive right
of the Company and Buyer to purchase the Manager’s Equity Interests, not
withstanding any other agreements or instruments to the contrary, including,
but not limited to, any option agreements executed by a Manager under the 1999
Stock Option Plan for Incentive Stock Options and/or 1999 Stock Option Plan for
Non-Qualified Options


Section 8.2.            Put
Rights.  If any Manager ceases
to be employed by the Company and any of its subsidiaries as a result of such
Manager’s death, Disability or retirement following the age of 65, such Manager
(or such Manager’s respective successors, executors, administrators, heirs,
legatees or disributees (each, a “Manager
Designee”)), shall have the right to require Buyer or the
Company, on 30 days prior notice, to repurchase such Manager’s Equity Interests
at Fair Market Value in cash; provided, however, that if the
terms of Buyer’s and the Company’s outstanding debt arrangements prohibit such
use of cash, Buyer or the Company, as applicable, may repurchase the Manager’s
Equity Interests with a Promissory Note issued by Buyer or the Company, as applicable.


Section 8.3.            Prepayments.  Any Promissory Note issued under Article VIII
may be prepaid in whole or in part at any time and from time to time without
premium or penalty.


Section 8.4.            Notices,
etc.  Any right described in Article
VIII may be exercised by delivery of written notice thereof (the “Option Notice”) from the Company to the
relevant Manager or any Manager Designee or from the relevant Manager or
Manager Designee to the Company or Buyer, in each case after the date of
termination of such Manager’s employment. 
The Option Notice shall state that the Company or such Manager or
Manager Designee has elected to exercise such right, and the Manager’s Equity
Interests with respect to which the right is being exercised.


Section 8.5.            Closing.  The closing of any purchase and sale of the
Manager’s Equity Interests pursuant to the exercise of any right granted
pursuant to Article VIII shall take place as soon as reasonably practicable and
in no event later than 30 days after the date of the



 37
 









relevant Option Notice at the principal
office of the Company, or at such other time and location as the parties to
such purchase may mutually determine. 
The receipt of consideration by any Person selling Manager’s Equity
Interests in payment for the transfer of such Manager’s Equity Interests
pursuant to Article VIII shall be deemed a representation and warranty by such
Person that:  (a) such Person has full
right, title and interest in and to such Manager’s Equity Interests; (b) such
Person has all necessary power and authority and has taken all necessary action
to sell such Manager’s Equity Interests as contemplated by Article VIII; and
(c) such Manager’s Equity Interests are free and clear of any and all liens or
encumbrances.


ARTICLE IX



COVENANTS


Section 9.1.            Affiliate Transactions.  Prior
to an IPO, Buyer will not, and will not permit
any of its subsidiaries to, enter into any transaction (or series of
transactions) with, or for the benefit of, any
Affiliate of Buyer (including the Sponsors and any Affiliate thereof)
(including any issuance or sale of securities) involving aggregate
consideration in excess of $2 million, unless approved by a majority of the
directors of Buyer Board independent of such Affiliate of Buyer.  Neither Buyer nor the Company or its
Subsidiaries will pay management, consulting, financial, investment banking or
similar fees to the Sponsors or their Affiliates.


Section 9.2.            No
Voting or Conflicting Agreements. 
Prior to an IPO, no Sponsor, Founder, Manager, or Holder shall enter
into or agree to be bound by any voting trust with respect to any Shares, nor,
at any time, shall any Sponsor, Founder, Manager, or Holder enter into any
stockholder agreements or arrangements of any kind with any Person with respect
to any Shares, in either case to the extent inconsistent with the provisions of
this Agreement.  The foregoing
prohibition includes, but is not limited to, agreements or arrangements with
respect to the acquisition, disposition or voting of Shares inconsistent with
the provisions of this Agreement.  No Sponsor,
Founder, Manager, or Holder shall act, at any time, for any reason, as a member
of a group or in concert with any other Persons in connection with the
acquisition, disposition or voting of Shares in any manner that is inconsistent
with the provisions of this Agreement.


Section 9.3.            Further Assurances.  The parties
shall from time to time execute and deliver all such further documents and do
all acts and things as the other parties may reasonably require to effectively
carry out or better evidence or perfect the full intent and meaning of this
Agreement.


Section 9.4.            Confidentiality.  The terms of
this Agreement shall be confidential and neither the Company nor any
Stockholder shall disclose to any Person not a party to this Agreement any of
the terms of this Agreement, other than to its employees, auditors,
investors, partners, creditors, advisors, counsel or any rating agencies that
are reviewing securities or loans issued by such Stockholder, in each case, to
the extent such disclosure reasonably relates to the administration of the
investment represented by the Shares and who are informed that such information
is subject to the provisions of this Section 9.4 and who enter into confidentiality
arrangements with such Stockholder in form and substance reasonably
satisfactory to such



 38
 









Stockholder and except to such Stockholder’s
advisors and except as may be required by applicable law (including under the
Securities Act or the Exchange Act), this Agreement, exchange listing
requirements, in connection with the litigation among the parties hereto or to
negotiate and effect a Transfer permitted under this Agreement.


Section 9.5.            Information Rights. 
(a) So long as the Sponsors continue to
Beneficially Own 1% of the outstanding Shares and until an IPO, (i)
Buyer shall deliver to the Sponsors, as and
when available after the end of each of the first three quarters of each fiscal
year, quarterly financial reports in the form prepared for the Buyer Board, but
in any event within 45 days after the end of each relevant fiscal quarter (or,
if Buyer is in good faith and diligently seeking to prepare and deliver such
financial information, at such later date (not exceeding 60 days after the end
of such quarter) as circumstances may require), and (i) Buyer shall deliver to the Sponsors, within 150 days after
the end of Buyer’s fiscal year, the audited annual financial statements of the
Company (including the notes thereto), including consolidated balance sheets,
income statements and statements of cash flow, accompanied by the audit report
thereon of the Company’s independent public accountants.


(b)           So long as the Founders continue to Beneficially Own, in
the aggregate, 1% of the outstanding Shares and until an IPO, (i) Buyer shall
deliver to the Founders, as and when available after the end of each of the
first three quarters of each fiscal year, quarterly financial reports in the
form prepared for the Buyer Board, but in any event within 45 days after the
end of each relevant fiscal quarter (or, if Buyer is in good faith and
diligently seeking to prepare and deliver such financial information, at such
later date (not exceeding 60 days after the end of such quarter) as
circumstances may require), and (i) Buyer shall deliver to the Founders, within
150 days after the end of Buyer’s fiscal year, the audited annual financial
statements of the Company (including the notes thereto), including consolidated
balance sheets, income statements and statements of cash flow, accompanied by
the audit report thereon of the Company’s independent public accountants.


(c)              Buyer and the Company agrees for the benefit of each GS
VCOC:


(i)    
Each GS VCOC shall have the right to meet from time to time with such
management personnel of Buyer and the Company and their direct and indirect
subsidiaries, upon reasonable notice to the Partnership, Buyer and the Company,
for the purpose of consulting with and advising management, obtaining
information on all matters relating to the operation of Buyer and the Company
and their direct and indirect subsidiaries or expressing the views of such GS
VCOC on such matters and, as may be reasonably requested and on reasonable
notice, to visit and inspect any of the properties of Buyer and the Company and
their direct and indirect subsidiaries, including the books of account and to
discuss its and their affairs, finances and accounts with the management
personnel of the Partnership, Buyer, the Company and their direct and indirect
subsidiaries.  Buyer and the Company
agree, and shall cause their direct and indirect subsidiaries, to give due
consideration to any advice given and proposals made by the GS VCOC; provided,
that Buyer and the Company or such subsidiary shall not be obligated to follow
any such advice or proposals.



 39
 









(ii)   
Buyer and the Company will deliver to each GS VCOC:  (i) as soon as available, and in any event
within 120 days after the end of each financial year, copies of the audited
consolidated financial statements including the consolidated balance sheet and
consolidated statements of income and cash flows of the Partnership and its
subsidiaries, Buyer and its subsidiaries and the Company and its subsidiaries
for that financial year prepared in conformity with generally accepted accounting
principles in the United States applied on a consistent basis, except as
otherwise noted therein, together with an auditor’s report thereon of a firm of
established national reputation; (ii) as soon as available, and in any event
within 45 days of the end of each accounting quarter, copies of the
consolidated management accounts of Buyer and its subsidiaries and the Company
and its subsidiaries as at the end of and for that accounting quarter,
including a profit and loss account, balance sheet and cash flow statement
prepared in conformity with generally accepted accounting principles in the
United States applied on a consistent basis, except as otherwise noted therein
and setting forth comparative figures for the related period and related
cumulative period in the previous financial year; and (iii) true and correct
copies of all documents, reports, financial data and such additional
information as the GS VCOC may at any time reasonably request.


Section 9.6.            Additional Parties.  Each Person
who becomes a Beneficial Owner of Buyer Common Stock or Voting Securities as a
result of issuance of such securities upon exercise of any Rollover Option or
other stock option, stock bonus award, restricted stock award or any other
stock incentive, heretofore or hereafter granted to employees, consultants,
representatives or agents by the Company or Buyer shall, as a condition to the
issuance of such Shares, be required to enter into this Agreement by means of a
Joinder Agreement.


ARTICLE X



MISCELLANEOUS


Section 10.1.          Amendment and Waiver.  This
Agreement may not be amended except by an instrument in writing signed on
behalf of each of (1) the Company, (2) Buyer, (3) the H&F Sponsors (so long
as they Beneficially Own 5% of the Shares Beneficially Owned by them on the date
hereof), (4) the TPG Sponsor (so long as it Beneficially Owns 5% of the Shares
Beneficially Owned by them on the date hereof), (5) the Founders (so long as
they Beneficially Own, in the aggregate, 5% of the Shares Beneficially Owned by them on the date hereof ),
and (6) Managers Beneficially Owning a majority of the total number of
outstanding Shares held by Managers at that time; provided that any amendment
that would adversely affect the rights of a Sponsor Founder, Holder or Manager
under this Agreement shall require the written consent of such Sponsor Founder,
Holder or Manager.  The failure of any
party to enforce any of the provisions of this Agreement shall in no way be
construed as a waiver of such provisions and shall not affect the right of such
party thereafter to enforce each and every provision of this Agreement in
accordance with its terms.


Section 10.2.          Company
IPO.  (a)  In the event of any merger, statutory share
exchange or other business combination of Buyer with any of Buyer’s subsidiaries,
each of the Stockholders and Buyer (or, if different, the surviving entity of
the merger) shall execute a stockholders’ agreement with terms that are
substantially equivalent, in the view of each



 40
 









Stockholder, to this Agreement (including the
registration rights provided for in Article VI hereof); provided, Buyer shall
distribute any securities issued to Buyer pursuant to such merger to the
Stockholders pro rata in accordance with their respective percentage ownership
of Shares.


(b)   Immediately
prior to the consummation of an underwritten initial public offering of Buyer
or any of its Subsidiaries, if the entity registering its shares in connection
with such underwritten public offering (the “Registering Entity”) is either the Company, or any other
subsidiary of the Company, then Buyer shall take such actions as may reasonably
be necessary to exchange all Shares for shares of the Registering Entity;
provided that each of the Stockholders shall execute a shareholders’ agreement
of such Registering Entity with terms that are substantially equivalent to this
Agreement.  Upon such exchange, the
Stockholders shall be entitled to receive shares of the Registering Entity pro
rata in accordance with the number of Shares held by such Stockholder
immediately prior to such exchange.


Section 10.3.          Severability.  If any
provision of this Agreement shall be declared by any court of competent
jurisdiction to be illegal, void or unenforceable, all other provisions of this
Agreement, to the extent permitted by law, shall not be affected and shall
remain in full force and effect.  Upon
any such determination, the parties shall negotiate in good faith in an effort
to agree upon a suitable and equitable substitute provision to effect the
original intent of the parties.


Section 10.4.          Entire Agreement.  Except as
otherwise expressly set forth herein, this Agreement and the Merger Agreement,
together with the several agreements and other documents and instruments
referred to herein or therein or annexed hereto or thereto, embody the complete
agreement and understanding among the parties hereto with respect to the
subject matter hereof and supersede and preempt any prior understandings,
agreements or representations by or among the parties, written or oral, that
may have related to the subject matter hereof in any way.  Without limiting the generality of the
foregoing, to the extent that any of the terms hereof are inconsistent with the
rights or obligations of Buyer under any other agreement with Buyer, the
terms of this Agreement shall govern. 
The parties acknowledge and agree that all other existing Stockholder
Agreements by and between the Company and any Manager or Holder, including,
without limitation, the Stockholders’ Agreement under the 1999 Stock Option
Plan for Incentive Stock Options and 1999 Stock Option Plan for Non-Qualified
Stock Options are hereby terminated and of no further force and effect.


Section 10.5.          Successors and Assigns.  Neither this
Agreement nor any of the rights or obligations of any party under this Agreement
shall be assigned, in whole or in part (except by operation of law pursuant to
a merger or pursuant to a Joinder Agreement required hereunder), by any party
without the prior written consent of each of (1) the Company, (2) Buyer, (3)
the H&F Sponsors (so long as they Beneficially Own 5% of the Shares
Beneficially Owned by them on the date hereof), (4) the TPG Sponsor (so long as
it Beneficially Owns 5% of the Shares Beneficially Owned by them on the date
hereof), (5) the Founders (so long as they Beneficially Own, in the
aggregate, 5% of the Shares Beneficially Owned
by them on the date hereof ), and (6) the Managers Beneficially Owning a
majority of the total number of outstanding Shares held by Managers at that
time; provided, however, that in
connection with any sale or transfer of Shares by the Sponsors or the Founders,
the transferee of such Shares may become a party hereto for the purposes of
Article VI hereof.  This Agreement shall
bind and inure to the



 41
 









benefit of and be enforceable by
the parties hereto and their respective successors and permitted assigns.


Section 10.6.          Counterparts.  This
Agreement may be executed in separate counterparts each of which shall be an
original and all of which taken together shall constitute one and the same agreement.


Section 10.7.          Remedies.


(a)   Each
party hereto acknowledges that monetary damages would not be an adequate remedy
in the event that each and every one of the covenants or agreements in this
Agreement are not performed in accordance with their terms, and it is therefore
agreed that, in addition to and without limiting any other remedy or right it
may have, the non-breaching party will have the right to an injunction,
temporary restraining order or other equitable relief in any court of competent
jurisdiction enjoining any such breach and enforcing specifically each and
every one of the terms and provisions hereof. 
Each party hereto agrees not to oppose the granting of such relief in
the event a court determines that such a breach has occurred, and to waive any
requirement for the securing or posting of any bond in connection with such
remedy.


(b)   All
rights, powers and remedies provided under this Agreement or otherwise
available in respect hereof at law or in equity shall be cumulative and not
alternative, and the exercise or beginning of the exercise of any thereof by
any party shall not preclude the simultaneous or later exercise of any other
such right, power or remedy by such party.


Section 10.8.          Notices.  All notices and other
communications hereunder shall be in writing and shall be deemed given if
delivered personally, telecopied (upon telephonic confirmation of receipt), on
the first Business Day following the date of dispatch if delivered by a
recognized next day courier service, or on the third Business Day following the
date of mailing if delivered by registered or certified mail, return receipt
requested, postage prepaid.  All notices
hereunder shall be delivered as set forth below, or pursuant to such other
instructions as may be designated in writing by the party to receive such
notice.


If to
Buyer or Merger Sub:


c/o Texas Pacific Group

301 Commerce Street

Suite 3300

Fort Worth, TX  76102

Attention:  Richard Schifter

Fax:  (415) 743-1501


and


c/o Hellman & Friedman LLC

One Maritime Plaza, 12th Fl.

San Francisco, CA  94111

Attention:  Jeffrey Goldstein

Fax:  (415) 835-5408



 42
 









with a
copy (which shall not constitute notice) to:


Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York  10019

Attention:  Patricia A. Vlahakis

Fax:  (212) 403-2000


If to
Company:


c/o LPL Holdings, Inc.

One Beacon Street, 22nd Floor

Boston, Massachusetts 02108

Attention:  Stephanie Brown

Fax:  617-556-2811


with a
copy (which shall not constitute notice) to:


Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Attention:    Gary Horowitz
                        Ed Chung

Fax: (212) 455-2502


If to
Sponsors:


c/o Texas Pacific Group

301 Commerce Street

Suite 3300

Fort Worth, TX  76102

Attention:  Richard Schifter

Fax:  (415) 743-1501


and


c/o Hellman & Friedman LLC

One Maritime Plaza, 12th Fl.

San Francisco, CA  94111

Attention:  Jeffrey Goldstein

Fax:  (415) 835-5408


with a
copy (which shall not constitute notice) to:


Wachtell,
Lipton, Rosen & Katz

51 West 52nd Street

New York, New York  10019



 43
 









Attention:  Patricia A. Vlahakis

Fax:  (212) 403-2000


If to Founders:


Todd A. Robinson

468 Greenfield Road

Peterborough, NH 03458

Fax: [·]


and


David H. Butterfield

Park Towers at Hughes Center

Las Vegas, NV 89109

[·]


and


James S. Putnam

4691 Rancho Laguna Bend

San Diego, CA 92130

[·]


with a copy to:


SCS Financial

610 Lincoln Street

Waltham, MA 02451 

Attention:  Peter Mattoon

Fax:  (781) 290-4411


If to Managers:


c/o Mark Casady


LPL Holdings, Inc.


One Beacon Street, 22nd
Floor


Boston, Massachusetts
02108


Fax: 617-357-1976


with a copy (which shall not constitute notice) to:


Ropes & Gray LLP


One International Place


Boston, Massachusetts
02110


Attention:  Julie Jones


Fax:  617-951-7050



 44
 









If to Holders:


If to the GS Holders:


c/o GS Mezzanine Partners III Onshore Fund, L.P.

85 Broad Street

New York, New York 10004

Attention:  Eric Goldstein

Fax:  (212) 357-5505


with a copy to (which shall not constitute notice):


Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, NY  10004

Attention: F. William Reindel

Fax: (212) 859-4000


If to the Farallon Holders:


c/o Farallon Partners, L.L.C.


One Maritime Plaza, Suite 1325


San Francisco, California 94111


Attention: Kristin Biniek


                   Colby Clark


Fax: (415) 421-2133


with a copy (which shall not constitute notice) to:


Richards Spears Kibbe & Orbe LLP


One World Financial Center


New York, New York 10281


Attention: William Q. Orbe


   Thao
H.V. Do


Fax: (212) 530-1801


Section 10.9.          Governing Law; Consent to Jurisdiction.


(a)   This
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware, except that MBCA shall govern the Merger.  The parties hereto agree that any suit,
action or proceeding (“Litigation”) seeking to
enforce any provision of, or based on any matter arising out of or in
connection with, this Agreement or the transactions contemplated hereby shall
be brought in any federal court located in the State of Delaware or any
Delaware state court.  Each of the
parties hereto hereby irrevocably and unconditionally waives, and agrees not to
assert, by way of motion, as a defense, counterclaim or otherwise, in any such
Litigation, the defense of sovereign immunity, any claim that it is not
personally subject to the jurisdiction of the aforesaid courts for any reason,
other than the failure



 45
 









to serve process in accordance with
this Section 10.9, that it or its
property is exempt or immune from jurisdiction of any such court or from any
legal process commenced in such courts (whether through service of notice,
attachment prior to judgment, attachment in aid of execution of judgment,
execution of judgment or otherwise), and to the fullest extent permitted by
applicable law, that the Litigation in any such court is brought in an
inconvenient forum, that the venue of such Litigation is improper, or that this
Agreement, or the subject matter hereof, may not be enforced in or by such
particular courts and further irrevocably waives, to the fullest extent
permitted by applicable law, the benefit of any defense that would hinder,
fetter or delay the levy, execution or collection of any amount to which the
party is entitled pursuant to the final judgment of any court having
jurisdiction.  Each of the parties
irrevocably and unconditionally waives, to the fullest extent permitted by
applicable law, any and all rights to trial by jury in connection with any
Litigation arising out of or relating to this Agreement or the transactions
contemplated hereby.


(b)   Each
of the parties hereto irrevocably consents to the service of process out of any
of the aforementioned courts in any such Litigation by the mailing of copies
thereof by registered mail, postage prepaid, to such party at its address set
forth in this Agreement, such service of process to be effective upon
acknowledgment of receipt of such registered mail.


(c)   The
parties hereto each expressly acknowledge that the foregoing waivers are intended to be irrevocable under the laws
of the State of Delaware and of the United States of America; provided that
consent by the parties hereto to jurisdiction and service contained in this
Section 10.9 is solely for the purpose referred
to in this Section 10.9 and shall not be
deemed to be a general submission to said courts or in the State of Delaware
other than for such purpose.


Section 10.10.        Interpretation.  The table of
contents and headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Agreement.  Whenever the words “include,”
“includes” or “including” are used in this Agreement, they shall be deemed to
be followed by the words “without limitation.”


Section 10.11.        Effectiveness.  This
Agreement shall become effective upon the consummation of the Merger and prior
thereto shall be of no force or effect. 
If the Merger Agreement shall be terminated in accordance with its terms
prior to the consummation of the Merger, this Agreement shall automatically be
of no force or effect.


Section 10.12.        Subsequent
Acquisition of Shares.  Any
securities of Buyer acquired subsequent to the date hereof by a Stockholder
shall be subject to the terms and conditions of this Agreement and such shares
shall be considered to be “Shares” as such term is used herein for purposes of
this Agreement.



 46














IN WITNESS WHEREOF, the parties
hereto have executed this Stockholders Agreement as of the date first written
above.


	
  

  	
  LPL HOLDINGS, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Stephanie Brown

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BD INVESTMENT HOLDINGS INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Allen R. Thorpe

  	
   

  
	
   

  	
   

  	
  Name: Allen R. Thorpe

  	
   

  
	
   

  	
   

  	
  Title: President

  	
   

  



 


[Stockholders Agreement
Signature Page]











 


	
  

  	
  HELLMAN & FRIEDMAN CAPITAL 

  PARTNERS V, L.P.

  	
   

  
	
   

  	
  By:  Hellman & Friedman Investors V, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Allen R. Thorpe

  	
   

  
	
   

  	
   

  	
  Name: Allen R. Thorpe

  	
   

  
	
   

  	
   

  	
  Title: Managing Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HELLMAN & FRIEDMAN CAPITAL

  PARTNERS V (PARALLEL), L.P.

  	
   

  
	
   

  	
  By:  Hellman & Friedman Investors V, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Allen R. Thorpe

  	
   

  
	
   

  	
   

  	
  Name: Allen R. Thorpe

  	
   

  
	
   

  	
   

  	
  Title: Managing Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HELLMAN & FRIEDMAN CAPITAL

  ASSOCIATES V, L.P.

  	
   

  
	
   

  	
  By:  Hellman & Friedman Investors V, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Allen R. Thorpe

  	
   

  
	
   

  	
   

  	
  Name: Allen R. Thorpe

  	
   

  
	
   

  	
   

  	
  Title: Managing Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TPG PARTNERS IV, L.P.

  	
   

  
	
   

  	
  By:  TPG Genpar IV, L.P.

  	
   

  
	
   

  	
  By:  TPG Advisors IV, Inc.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ John E. Viola

  	
   

  
	
   

  	
  Name: John E. Viola

  	
   

  
	
   

  	
  Title: Vice President

  	
   

  



 


[Stockholders Agreement
Signature Page]











 


	
  

  	
  TODD A. ROBINSON

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
    /s/ Todd A. Robinson

  	
   

  
	
   

  	
  Name: Todd A. Robinson

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JAMES S. PUTNAM TTEE FOR PUTNAM

  FAMILY TRUST DATED 1-6-99 SEPARATE

  PROPERTY TRUST

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ James S. Putman

  	
   

  
	
   

  	
   

  	
  Name: James S. Putnam

  	
   

  
	
   

  	
   

  	
  Title: Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LOIS AND DAVID H. BUTTERFIELD

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
    /s/ Lois Butterfield

  	
   

  
	
   

  	
  Name: Lois Butterfield

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
    /s/ David H.
  Butterfield

  	
   

  
	
   

  	
  Name: David H. Butterfield

  	
   

  



 


[Stockholders Agreement
Signature Page]











 


	
  

  	
  LINCOLN ANDERSON

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
    /s/ Steven Black

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  STEVEN BLACK

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
    /s/ Stephanie L. Brown

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  STEPHANIE L. BROWN

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
    /s/ Mark S. Casady

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MARK S. CASADY

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
    /s/ William E. Dwyer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WILLIAM E. DWYER

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
    /s/ Jonathan Eaton

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JONATHAN EATON

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MARK GEORGE LOPEZ AND CHRISTINA

  LYNN LOPEZ, JTWROS

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
    /s/ Mark George Lopez

  	
   

  
	
   

  	
  Name: Mark George Lopez

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
    /s/ Christina L. Lopez

  	
   

  
	
   

  	
  Name: Christina Lynn Lopez

  	
   

  
				



 


[Stockholders Agreement
Signature Page]











 


	
  

  	
  C. WILLIAM MAHER

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
    /s/ C. William Maher

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ESTHER M. STEARNS

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
    /s/ Esther M. Stearns

  	
   

  



 


[Stockholders Agreement Signature Page]











 


	
  

  	
  GS MEZZANINE PARTNERS II, L.P.

  	
   

  
	
   

  	
  By: GS Mezzanine Advisors II, L.L.C., its general

  	
   

  
	
   

  	
  partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ John E. Bowman

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John E. Bowman

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GS MEZZANINE PARTNERS II OFFSHORE,L.P.

  	
   

  
	
   

  	
  By: GS Mezzanine Advisors II, L.L.C., its general

  	
   

  
	
   

  	
  partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ John E. Bowman

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John E. Bowman

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GS MEZZANINE PARTNERS III ONSHORE FUND,

  L.P.

  	
   

  
	
   

  	
  By: GS Mezzanine Partners III Onshore Fund, L.L.C.

  	
   

  
	
   

  	
  its general partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ John E. Bowman

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John E. Bowman

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GS MEZZANINE PARTNERS III OFFSHORE

  	
   

  
	
   

  	
  FUND, L.P.

  	
   

  
	
   

  	
  By: GS Mezzanine Partners III Offshore Fund, L.L.C.

  	
   

  
	
   

  	
  its general partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ John E. Bowman

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John E. Bowman

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  	
   

  
													



 











 


	
  

  	
  FARALLON CAPITAL PARTNERS, L.P.

  	
   

  
	
   

  	
  By: Farallon Partners, L.L.C., its general partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Derek Schrier

  	
   

  	
   

  
	
   

  	
   

  	
  Name:  Derek
  Schrier

  	
   

  	
   

  
	
   

  	
   

  	
  Title: Managing Member

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FARALLON CAPITAL INSTITUTIONAL

  PARTNERS, L.P.

  	
   

  
	
   

  	
  By: Farallon Partners, L.L.C., its general partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Derek Schrier

  	
   

  	
   

  
	
   

  	
   

  	
  Name:  Derek
  Schrier

  	
   

  	
   

  
	
   

  	
   

  	
  Title: Managing Member

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.

  	
   

  
	
   

  	
  By: Farallon Partners, L.L.C., its general partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Derek Schrier

  	
   

  	
   

  
	
   

  	
   

  	
  Name:  Derek
  Schrier

  	
   

  	
   

  
	
   

  	
   

  	
  Title: Managing Member

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.

  	
   

  
	
   

  	
  By: Farallon Partners, L.L.C., its general partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Derek Schrier

  	
   

  	
   

  
	
   

  	
   

  	
  Name:  Derek
  Schrier

  	
   

  	
   

  
	
   

  	
   

  	
  Title: Managing Member

  	
   

  	
   

  
						



 











 


	
  

  	
  CARLYLE MEZZANINE PARTNERS, L.P.

  	
   

  
	
   

  	
  By: CMP General Partner, L.P., it general partner

  	
   

  
	
   

  	
  By: TC Group CMP, L.L.C., its general partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ James C. Shevlet, Jr.

  	
   

  	
   

  
	
   

  	
   

  	
  Name: James C. Shevlet, Jr.

  	
   

  	
   

  
	
   

  	
   

  	
  Title: Managing Director

  	
   

  	
   

  



                                                











 


	
  

  	
  TCW/CRESCENT MEZZANINE PARTNERS III, L.P.

  	
   

  	 

	
   

  	
  By:

  	
  TCW/Crescent Mezzanine Management III, L.L.C., its

  Investment Manager

  	 

	
   

  	
  By:

  	
  TCW Asset Management Company, its Sub-Advisor

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
    /s/ Jerome Egan

  	
   

  	
   

  	 

	
   

  	
   

  	
  Name: Jerome Egan

  	
   

  	
   

  	 

	
   

  	
   

  	
  Title: Senior Vice President

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  TCW/CRESCENT MEZZANINE TRUST III

  	
   

  	 

	
   

  	
  By:

  	
  TCW/Crescent Mezzanine Management III, L.L.C., its

  Investment Manager

  	 

	
   

  	
  By:

  	
  TCW Asset Management Company, its Sub-Advisor

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
    /s/ Jerome Egan

  	
   

  
	
   

  	
   

  	
  Name: Jerome Egan

  	
   

  
	
   

  	
   

  	
  Title: Senior Vice President

  	
   

  
	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  TCW/CRESCENT MEZZANINE PARTNERS III

  NETHERLANDS, L.P.

  	
   

  	 

	
   

  	
  By:

  	
  TCW/Crescent Mezzanine Management III, L.L.C., its

  Investment Manager

  	 

	
   

  	
  By:

  	
  TCW Asset Management Company, its Sub-Advisor

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
    /s/ Jerome Egan

  	
   

  	
   

  	 

	
   

  	
   

  	
  Name: Jerome Egan

  	
   

  	
   

  	 

	
   

  	
   

  	
  Title: Senior Vice President