Unassociated Document


    
      EXHIBIT 4.3

    

     

    

      STOCKHOLDERS
AGREEMENT


       

      By and
Among


       

      TA Indigo
Holding Corporation,


       

      The TA
Investors

      as
defined herein,


       

       The
Rho Investors

      as
defined herein,

       

      and

       

      the
Principal Shareholders

       as
defined herein

       

       

      Dated as
of June 15, 2007

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      TABLE OF
CONTENTS

       

      Page

       

      
        
          	
                  SECTION
      I - DEFINITIONS

                	
                  1

                
	
                  Section
      1.1.

                	
                  Construction
      of Terms

                	
                  1

                
	
                  Section
      1.2.

                	
                  Number
      of Shares of Stock

                	
                  1

                
	
                  Section
      1.3.

                	
                  Defined
      Terms

                	
                  1

                
	 
      	 
      
	
                  SECTION
      II - RIGHTS TO PURCHASE

                	
                  3

                
	
                  Section
      2.1.

                	
                  Right
      to Participate in Certain Sales of Additional Securities

                	
                  3

                
	
                  Section
      2.2.

                	
                  Shareholder
      Acceptance

                	
                  3

                
	
                  Section
      2.3.

                	
                  Calculation
      of Pro Rata Allotment

                	
                  3

                
	
                  Section
      2.4.

                	
                  Sale
      to Third Party

                	
                  3

                
	
                  Section
      2.5.

                	
                  Exceptions
      to Pre-emptive Rights

                	
                  4

                
	
                  Section
      2.6.

                	
                  Assignment

                	
                  4

                
	 
      	 
      
	
                  SECTION
      III - ELECTION OF DIRECTORS

                	
                  4

                
	
                  Section
      3.1.

                	
                  Board
      Composition

                	
                  4

                
	
                  Section
      3.2.

                	
                  Removal;
      Vacancies

                	
                  4

                
	
                  Section
      3.3.

                	
                  Committees
      of the Board

                	
                  5

                
	 
      	 
      
	
                  SECTION
      IV - COVENANTS OF THE COMPANY

                	
                  5

                
	
                  Section
      4.1.

                	
                  Financial
      Statements, Reports, Etc

                	
                  5

                
	
                  Section
      4.2.

                	
                  Directors
      and Officers’ Insurance

                	
                  6

                
	
                  Section
      4.3.

                	
                  Inspection,
      Consultation and Advice

                	
                  6

                
	
                  Section
      4.4.

                	
                  Compensation
      of Directors

                	
                  6

                
	
                  Section
      4.5.

                	
                  By-laws

                	
                  7

                
	
                  Section
      4.6.

                	
                  Prohibited
      Actions

                	
                  7

                
	
                  Section
      4.7.

                	
                  Expenses

                	
                  9

                
	
                  Section
      4.8.

                	
                  Indemnification.

                	
                  9

                
	
                  Section
      4.9.

                	
                  Acquisition
      of Indebtedness

                	
                  10

                
	 
      	 
      
	
                  SECTION
      V - RESTRICTIONS ON TRANSFER; RIGHT OF FIRST REFUSAL; CO-SALE
      PROVISIONS

                	
                  10

                
	
                  Section
      5.1.

                	
                  Restrictions
      on Transfer

                	
                  10

                
	
                  Section
      5.2.

                	
                  Permitted
      Transfers

                	
                  11

                
	
                  Section
      5.3.

                	
                  Right
      of First Refusal

                	
                  11

                
	
                  Section
      5.4.

                	
                  Co-Sale
      Option of Investor

                	
                  13

                
	
                  Section
      5.5.

                	
                  Contemporaneous
      Transfers

                	
                  15

                
	
                  Section
      5.6.

                	
                  Effect
      of Prohibited Transfers

                	
                  15

                
	 
      	 
      
	
                  SECTION
      VI - RIGHTS AND OBLIGATIONS TO SELL

                	
                  15

                
	
                  Section
      6.1.

                	
                  Drag-Along
      Rights

                	
                  15

                
	 
      	 
      
	
                  SECTION
      VII - MISCELLANEOUS PROVISIONS

                	
                  16

                
	
                  Section
      7.1.

                	
                  Term

                	
                  16

                
	
                  Section
      7.2.

                	
                  Survival
      of Covenants

                	
                  17

                
	
                  Section
      7.3.

                	
                  Legend
      on Securities

                	
                  17

                


        

      

      



      
        
           


        

        
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      TABLE OF
CONTENTS

       

      Page

       

      
        
          	
                  Section
      7.4.

                	
                  Amendment
      and Waiver; Actions of the Board

                	
                  17

                
	
                  Section
      7.5.

                	
                  Notices

                	
                  17

                
	
                  Section
      7.6.

                	
                  Headings

                	
                  18

                
	
                  Section
      7.7.

                	
                  Counterparts

                	
                  18

                
	
                  Section
      7.8.

                	
                  Remedies;
      Severability

                	
                  18

                
	
                  Section
      7.9.

                	
                  Entire
      Agreement

                	
                  18

                
	
                  Section
      7.10.

                	
                  Law
      Governing

                	
                  18

                
	
                  Section
      7.11.

                	
                  Successors
      and Assigns

                	
                  18

                
	
                  Section
      7.12.

                	
                  Remedies

                	
                  18

                
	
                  Section
      7.13.

                	
                  Dispute
      Resolution

                	
                  19

                


        

      

      



      
        
           


        

        
          ii

          
            

          

        

        
           


        

      


      STOCKHOLDERS
AGREEMENT

       

      THIS
STOCKHOLDERS AGREEMENT (the “Agreement”) is made as of  June  15,
2007, by and among TA Indigo Holding Corporation, a Delaware corporation (the
“Company”), the Persons identified on Schedule A hereto as
the “TA Investors” (each, a “TA Investor” and collectively, the “TA Investors”),
the Persons identified on Schedule A hereto as
the “Rho Investors” (each a “Rho Investor” and collectively the “Rho Investors”
and together with the TA Investors, the “Investors”), and the Persons identified
on Schedule A
hereto as the “Principal Shareholders” (each a “Principal Shareholder” and
collectively, the “Principal Shareholders,” and together with the Investors,
collectively the “Shareholders”).

       

      WHEREAS,
the Company has entered into that certain Agreement and Plan of Merger (the
“Merger Agreement”) with IntraLinks, Inc., a Delaware corporation (the
“Target”), the Stockholder Representative and the other parties named therein,
as subsequently amended;

       

      WHEREAS,
pursuant to the terms of the Merger Agreement, upon the Effective Time (as
defined in the Merger Agreement), a wholly-owned subsidiary of the Company will
merge with and into the Target (the “Merger”) with the Target to be the
surviving corporation of the Merger;

       

      WHEREAS,
the Rho Investors and the Principal Shareholders are currently stockholders of
Target and after the Merger will be stockholders of the Company;

       

      WHEREAS,
the TA Investors are currently stockholders of the Company and after the Merger
will continue to be stockholders of the Company; and

       

      WHEREAS,
the Investors and the Principal Shareholders desire to agree upon certain terms
on which the securities of the Company held by them will be held and
voted.

       

      NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements hereinafter set forth, the parties hereto agree as
follows:

       

       

      SECTION I - DEFINITIONS

       

      Section
1.1.    Construction of
Terms.  As used herein, the masculine, feminine or neuter gender, and
the singular or plural number, shall be deemed to be or to include the other
genders or number, as the case may be, whenever the context so indicates or
requires.

       

      Section
1.2.    Number of Shares of
Stock.  Whenever any provision of this Agreement calls for any
calculation based on a number of shares of capital stock issued and outstanding
or held by a Shareholder, the number of shares deemed to be issued and
outstanding or held by that Shareholder, as applicable, shall be the total
number of shares of Common Stock then issued and outstanding or owned by the
Shareholder, as applicable, plus, without duplication,
the total number of shares of Common Stock issuable upon the conversion of any
Preferred Stock then issued and outstanding or owned by such Shareholder, as
applicable.

       

      Section
1.3.    Defined
Terms.  The following capitalized terms, as used in this Agreement,
shall have the meanings set forth below.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      “Affiliate”
means, with respect to any specified Person, any other Person who, directly or
indirectly, controls, is controlled by, or is under common control with such
Person, including without limitation any general partner, managing member,
officer or director of such Person or any venture capital fund now or hereafter
existing that is controlled by one or more general partners or managing members
of, or shares the same management company with, such Person.

       

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

       

      “Charter”
means Company’s Amended and Restated Certificate of Incorporation in effect as
of the date hereof.

       

      “Common
Stock” means the common stock par value $0.001 per share of the
Company.

       

       “Equity
Incentive Plans” means the TA Indigo Holding
Corporation 2007
Stock Option and Grant Plan, as amended from time to time, and the TA Indigo
Holding Corporation 2007 Restricted Preferred Stock Plan.

       

      “Exchange
Act” means the Securities Exchange Act of 1934, as amended.

       

      “Majority
Interest” means the TA Investors and the Rho Investors; provided, however, that
at any time that the TA Investors or the Rho Investors own less than 20% of the
outstanding Shares (calculated in accordance with Section 1.2), they shall no
longer be part of the “Majority Interest”.

       

      “Person”
means an individual, a corporation, an association, a joint venture, a
partnership, a limited liability company, an estate, a trust, an unincorporated
organization and any other entity or organization, governmental or
otherwise.

       

      “Preferred
Stock” means the Series A-1 Preferred Stock, $0.001 par value per share, and the
Series A-2 Preferred Stock, $0.001 par value per share, together with any shares
issued or issuable with respect thereto (whether by way of a stock dividend or
stock split or in exchange for or in replacement of such shares or otherwise in
connection with a combination of shares, recapitalization, merger, consolidation
or other corporate reorganization).

       

      “QPO” has
the meaning set forth in the Charter.

       

      “Sale of
the Company” shall mean a Deemed Liquidation Event (as defined in the
Charter).

       

      “Shares”
means, at any time, shares of (i) Common Stock, (ii) Preferred Stock, and
(iii) any other equity securities issued by the Company, together with any
options thereon and any other shares of stock issued or issuable with respect
thereto (whether by way of a stock dividend, stock split or in exchange for or
upon conversion of such shares or otherwise in connection with a combination of
shares, recapitalization, merger, consolidation or other corporate
reorganization).  At all times, the number of Shares deemed issued and
outstanding or held or to be voted by any Shareholder shall be calculated in
accordance with Section 1.2.

       


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      “Transfer”
means any direct or indirect transfer, donation, sale, assignment, pledge,
hypothecation, grant of a security interest in or other disposal or attempted
disposal of all or any portion of a security, any interest or rights in a
security, or any rights under this Agreement.  “Transferred” means the
accomplishment of a Transfer, and “Transferee” means the recipient of a
Transfer.

       

      SECTION
II - RIGHTS TO PURCHASE

       

      Section
2.1.    Right to Participate
in Certain Sales of Additional Securities.  The Company agrees that it
will not sell or issue:  (a) any shares of capital stock of the
Company, (b) securities convertible into or exercisable or exchangeable for
capital stock of the Company or (c) options, warrants or rights carrying
any rights to purchase capital stock of the Company, unless the Company first
submits a written notice to each Shareholder identifying the terms of the
proposed sale (including price, number or aggregate principal amount of
securities, identity of the proposed purchaser and all other material terms),
and offers to each Shareholder the opportunity to purchase its Pro Rata
Allotment (as hereinafter defined) of the securities (subject to increase for
over-allotment if some Shareholders do not fully exercise their rights) on terms
and conditions, including price, not less favorable than those on which the
Company proposes to sell such securities to a third party or parties. The
Company’s offer pursuant to this Section 2.1 shall remain open and irrevocable
for a period of thirty (30) days following receipt by the Shareholders of such
written notice.

       

      Section
2.2.    Shareholder
Acceptance.  Each Shareholder may elect to purchase the securities so
offered by giving written notice thereof to the Company within such 30-day
period, including in such written notice the maximum number of shares of capital
stock or other securities of the Company that the Shareholder wishes to
purchase, including the number of such shares it would purchase if one or more
other Shareholders do not elect to purchase their respective Pro Rata
Allotments.

       

      Section
2.3.    Calculation of Pro
Rata Allotment.  Each Shareholder’s “Pro Rata Allotment” of such
securities shall be based on the ratio which the number of Shares owned by such
Shareholder bears to all of the issued and outstanding Shares owned by all
Shareholders as of the date of such written offer.  For the purposes
of this Section 2.3 only, the term Shares shall mean the Preferred Stock only
held by a Shareholder and any shares of Common Stock held by the TA Investors
and Rho Investors (but excluding any Shares acquired by the Principal
Shareholders pursuant to the Equity Incentive Plans).  If one or more
Shareholders do not elect to purchase their respective Pro Rata Allotment, each
of the electing Shareholders may purchase such shares on a pro rata basis, based
upon the relative holdings of Shares of each of the electing Shareholders in the
case of over-subscription.

       

      Section
2.4.    Sale to Third
Party.  Any securities so offered that are not purchased by the
Shareholders pursuant to the offer set forth in Section 2.1 above may be sold by
the Company, but only on terms and conditions not more favorable than those set
forth in the notice to Shareholders, at any time within sixty (60) calendar days
following the termination of the above-referenced 30-day period, but may not be
sold to any other Person or on terms and conditions, including price, that are
more favorable to the purchaser than those set forth in such offer or after such
60-day period without renewed compliance with this Article II.

       


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      Section
2.5.    Exceptions to
Pre-emptive Rights.  Notwithstanding the foregoing, the right to
purchase granted under this Article II shall be inapplicable with respect to:
(i) the issuance of up to an aggregate of 4,000,000 shares of Common Stock and
an aggregate of 2,033,320 shares of Preferred Stock (each as appropriately
adjusted for any stock split, combination, reorganization, recapitalization,
reclassification, stock distribution, stock dividend or similar event) issued or
issuable in connection with, or upon the exercise of, options or other awards
granted or to be granted to employees, officers or directors of the Company
pursuant to the Equity Incentive Plans or a stock option plan approved in
accordance with Section 4.4, including shares of Common Stock issued in
replacement of shares of such Common Stock repurchased or issuable upon the
exercise of any options to purchase shares of such Common Stock;
(ii) securities issued as a result of any stock split, stock dividend,
reclassification or reorganization or similar event with respect to the Shares;
(iii) shares of Common Stock issued upon conversion of, or as a dividend
on, the Preferred Stock; or (iv) securities issued in connection with any
acquisition or merger that is approved by a Majority Interest.

       

      Section
2.6.    Assignment.  The
rights under this Section II may be assigned (but only with all related
obligations) by an Investor to an Affiliate of such
Investor.  

       

       

      SECTION
III - ELECTION OF DIRECTORS

       

      Section
3.1.    Board
Composition.  Each Shareholder agrees to vote all of his, her or its
Shares having voting power (and any other Shares over which he, she or it
exercises voting control), in connection with the election of Directors and to
take such other actions as are necessary so as to fix the number of Directors at
seven (7) and to elect and continue in office as Directors the
following:

       

      (a)           two
(2) Persons (each, a “TA Investor Nominee”) nominated by TA Investors holding a
majority of Shares held by all TA Investors, which TA Investor Nominees shall
initially be Brian J. Conway and Harry D.
Taylor;

       

      (b)           two
(2) Persons (each, a “Rho Investor Nominee”) nominated by Rho Ventures IV (QP),
one of which Rho Investor Nominees shall initially be Habib
Kairouz;

       

      (c)           two
(2) Persons (each, an “Independent Director”) nominated by mutual agreement of
the TA Investor Nominees and the Rho Investor Nominees; and

       

      (d)           one
(1) Person (the “Management Director”) nominated by mutual agreement of the TA
Investor Nominees and the Rho Investor Nominees.

       

      Section
3.2.    Removal;
Vacancies.  Each Shareholder agrees to vote all of his, her or its
Shares having voting power (and any other Shares over which he, she or it
exercises voting control), for the removal of any Director only upon the request
of the Persons then entitled to nominate such Director as set forth in Section
3.1 above, and for the election to the Board of Directors of a substitute
designated by such party in accordance with the provisions
hereof.  For the avoidance of doubt, no Director may be removed
without cause without the consent of the Persons entitled to nominate such
Director.  Each Shareholder further agrees to vote all of his, her or
its Shares having voting power (and any other Shares over which he, she or it
exercises voting control) in such manner as shall be necessary or appropriate to
ensure that any vacancy on the Board of Directors occurring for any reason shall
be filled only in accordance with the provisions of this Article
III.

       


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      Section
3.3.    Committees of the
Board.

       

      (a)           The
Board of Directors shall establish (a) a Compensation Committee (which shall be
charged with the exclusive authority over the granting of stock options and
senior management compensation), (b) an Audit Committee (which shall be charged
with reviewing the Company’s financial statements and accounting practices) and
(c) such other committees as the Board of Directors shall deem necessary or
convenient from time to time.  Except to the extent otherwise required
by applicable law or regulation, or as otherwise agreed in writing by the TA
Investor Nominees or the Rho Investor Nominees, as applicable, each such
committee shall consist of at least one TA Investor Nominee and at least one Rho
Investor Nominee and the number of TA Investor Nominees shall be the same as the
number of Rho Investor Nominees on any such committee.

       

      (b)           Upon
the request of the TA Investors or Rho Investors, the Board of Directors of any
subsidiary of the Company as well as any Board committees of any subsidiary
shall be comprised in a manner consistent with this
Article III.

       

       

      SECTION
IV - COVENANTS OF THE COMPANY

       

      The
Company covenants and agrees with each of the Investors that:

       

      Section
4.1.    Financial Statements,
Reports, Etc.  The Company shall furnish to each Investor the
following reports:

       

      (a)           Annual
Financial Statements.  Within ninety (90) days after the end of each
fis­cal year of the Company, a consolidated balance sheet of the Company and
its subsidiaries, if any, as of the end of such fiscal year and the related
consolidated statements of income, stockholders’ equity and cash flows for the
fiscal year then ended, prepared in accordance with generally accepted
accounting principles and certified by a firm of independent public accountants
of recognized national standing selected by the Board of Directors of the
Company;

       

      (b)           Monthly
Financial Statements.  Within thirty (30) days after the end of each
month in each fiscal year (other than the last month in each fiscal year), a
consolidated balance sheet of the Company and its subsidiaries, if any, and the
related consolidated statements of income, stockholders’ equity and cash flows,
unaudited but prepared in accordance with generally accepted accounting
principles and certified by the Chief Financial Officer of the Company, such
consolidated balance sheet to be as of the end of such month and such
consolidated statements of income, stockholders’ equity and cash flows to be for
such month and for the period from the beginning of the fiscal year to the end
of such month, in each case with comparative statements for the prior fiscal
year;

       


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      (c)           Budget.  No
later than thirty (30) days prior to the start of each fiscal year, consolidated
capital and operating expense budgets, cash flow projections and income and loss
projections for the Company and its subsidiaries in respect of such fiscal year,
all itemized in reasonable detail and prepared on a monthly basis, and, promptly
after preparation, any revisions to any of the foregoing;

       

      (d)           Accountant’s
Letters.  Promptly following receipt by the Company, each audit
response letter, accountant’s management letter and other written report
submitted to the Company by its independent public accountants in connection
with an annual or interim audit of the books of the Company or any of its
subsidiaries;

       

      (e)           Notices.  Promptly
after the commencement thereof, notice of all actions, suits, claims,
proceedings, investigations and inquiries that could materially and adversely
affect the Company or any of its subsidiaries, if any; and

       

      (f)           Other
Information.  Promptly, from time to time, such other information
regarding the business, prospects, financial condition, operations, property or
affairs of the Company and its subsidiaries as such Investor reasonably may
request.

       

      Section
4.2.    Directors and
Officers’ Insurance.  The Company shall, as promptly as practicable
following the date hereof, obtain and maintain directors and officers’ liability
insurance coverage on terms satisfactory to the TA Investor Nominees and the Rho
Investor Nominees covering, among other things, violations of federal or state
securities laws.  The Company shall use its reasonable best efforts
prior to any initial public offering of the Company’s capital stock to increase
its directors’ and officers’ liability insurance to an amount per occurrence
satisfactory to both the TA Investors and the Rho Investors, including coverage
of claims under the Securities Act and the Exchange Act.

       

      Section
4.3.    Inspection,
Consultation and Advice.  The Company shall permit and cause each of
its subsidiaries, if any, to permit each Investor and such persons as each
Investor may designate, at such Investor’s expense, to visit and inspect any of
the properties of the Company and its subsidiaries, examine their books and take
copies and extracts therefrom, discuss the affairs, finances and accounts of the
Company and its subsidiaries with their officers, employees and public
accountants (and the Company hereby authorizes said accountants to discuss with
such Investor and such designees such affairs, finances and accounts), and
consult with and advise the management of the Company and its subsidiaries as to
their affairs, finances and accounts, all at reasonable times and upon
reasonable notice during normal business hours and provided that such Investor
or designee has executed a confidentiality agreement in substance and form
reasonably acceptable to the Company.

       

      Section
4.4.    Compensation of
Directors.  The Company shall promptly reimburse in full each Director
of the Company who is not an employee of the Company for all of his reasonable
out-of-pocket expenses incurred in attending each meeting of the Board of
Directors or any Committee thereof. After the initial public offering of the
Company’s capital stock, the Company shall pay or provide to any director of the
Company who is nominated by the Investors, fees, options and other compensation
in amounts at least equal to the fees, options or other compensation paid to all
other non-management directors of the Company.

       


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      Section
4.5.    By-laws.  The
Company shall at all times maintain provisions in its By-laws indemnifying all
directors against liability and absolving all directors from liability to the
Company and its stockholders to the maximum extent permitted under the laws of
the State of Delaware.

       

      Section
4.6.    Prohibited
Actions.  Without the prior written consent of a Majority Interest,
the Company shall not and/or shall not permit to occur:

       

      (a)           any
amendment of the organizational documents of the Company or any of its
subsidiaries (including, without limitation, the certificate of incorporation or
by-laws);

       

      (b)           the
entry into, or any amendment to, any contract, arrangement or other transaction
between the Company or any of its subsidiaries, on the one hand, and any
stockholder, officer, director or employee of the Company or any subsidiary or
any “associate” (as defined in rule 12b-2 promulgated under the Exchange Act) of
any of the foregoing, on the other, it being agreed and understood that none
exist as of the date hereof other than those set forth on Schedule
B;

       

      (c)           the
declaration or making of any dividend on or with respect to any capital stock or
other equity interest, as the case may be, of the Company or any of its
subsidiaries other than to the Company or any of its wholly owned
subsidiaries;

       

      (d)           the
direct or indirect redemption, repurchase or retirement of any capital stock or
other equity securities of the Company or any of its subsidiaries, including
without limitation the rights of the Company to repurchase shares pursuant to
Section 5.3 hereof (other than securities of a wholly owned subsidiary), except
for the redemption or repurchase of securities of the Company or any of its
subsidiaries pursuant to stock option plans, employment agreements (or other
employment arrangements), restricted stock purchase agreements or management
buy-sell agreements approved by the Board;

       

      (e)           the
direct or indirect sale, license, pledge, encumbrance, transfer or other
disposition by the Company or any subsidiary in a single transaction or series
of related transactions of all or a material portion of the assets of the
Company on a consolidated basis (whether by way of sale of equity securities or
assets), including, without limitation, material technology or intellectual
property;

       

      (f)           any
merger, consolidation, business combination or reorganization involving the
Company or any subsidiary;

       


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      (g)           the
issuance of any shares of capital stock of the Company or any of its
subsidiaries or other securities convertible into or granting the right to
acquire any such capital stock, except for (i) issuances in connection with
or pursuant to stock option plans or employment agreements (or other employment
arrangements) in effect immediately after the Effective Time or approved in
accordance with this Section 4.8, and (ii) issuances upon conversion of the
Preferred Stock;

       

      (h)           the
registration of any securities of the Company or any subsidiary under any
applicable securities law or the consummation of any public offering of any of
its securities, other than in connection with a QPO;

       

      (i)           any
acquisition of an existing business from another Person, or a controlling
interest in another Person that is not a direct or indirect subsidiary of the
Company, for a purchase price in excess of $1 million for any single or series
of related transactions;

       

      (j)           any
loan or advance to, or own any stock or other securities of, any subsidiary or
other corporation, partnership, or other entity unless it is wholly owned by the
Company;

       

      (k)           any
incurrence by the Company or any of its subsidiaries of material indebtedness
after the Effective Time and any amendment of any of the material terms of such
indebtedness or previously incurred indebtedness prior to the Effective Time
(including, without limitation, any refinancing thereof);

       

      (l)           any
material change in the nature of the business of the Company or any of its
subsidiaries as of the date hereof;

       

      (m)           the
adoption of any new (or amendment in any material respect of any existing) stock
plan (including, without limitation, the Equity Incentive Plans), employee stock
ownership plan or phantom stock or similar plan (including, without limitation,
to increase the aggregate number of shares reserved under such plans to more
than 6,033,320 in
the aggregate) by the Company or any subsidiary;

       

      (n)           any
action by written consent of stockholders without giving all Investors at least
48 hours prior written notice;

       

      (o)           any
loan or advance to any Person, including, without limitation, any employee or
director of the Company or any subsidiary, except advances and similar
expenditures in the ordinary course of business or under the terms of an
employee stock or option plan approved by the Board of Directors;

       

      (p)           guarantee
by the Company or any subsidiary, directly or indirectly, any indebtedness
except for trade accounts of the Company or any subsidiary arising in the
ordinary course of business;

       


      
        
           


        

        
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      (q)           hire,
terminate, or change the compensation of the executive officers, including
approving any option grants or stock awards to executive officers of the Company
or any subsidiary;

       

      (r)           adopt
or otherwise approve annual operating budget, capital expenditures budget or any
other budget of the Company and its subsidiaries for any given year or any
amendment thereto;

       

      (s)           permit
actual expenditures under any such budget for any given year to exceed 110% of
expenditures set forth in that budget;

       

      (t)           any
corporate strategic relationship involving the payment, contribution, or
assignment by the Company (or any of its subsidiaries) or to the Company (or any
of its subsidiaries) of money or assets greater than $250,000; or

       

      (u)           any
agreement to do any of the foregoing.

       

      Section
4.7.    Expenses.  The
Company agrees to pay and hold the Investors harmless against liability for
payment of all reasonable out-of-pocket costs and expenses incurred by them in
connection with their ongoing investment in the Company, including, without
limitation, the fees and disbursements of counsel and other professionals in
connection with any modification, waiver, consent or amendment requested in
connection with any agreement with the Company to which the Investor is a
party.

       

      Section
4.8.    Indemnification.

       

      (a)           Without
limitation of any other provision of this Agreement or any agreement executed in
connection herewith, the Company agrees to defend, indemnify and hold each
Shareholder, its respective Affiliates and direct and indirect partners
(including partners of partners and stockholders and members of partners),
members, stockholders, directors, officers, employees and agents and each person
who controls any of them within the meaning of Section 15 of the Securities Act,
or Section 20 of the Exchange Act (collectively, the  “Shareholder
Indemnified Parties” and, individually, an “Shareholder Indemnified Party”)
harmless from and against any and all damages, liabilities, losses, taxes,
fines, penalties, reasonable costs and expenses (including, without limitation,
reasonable fees of a single counsel representing the Shareholder Indemnified
Parties), as the same are incurred, of any kind or nature whatsoever (whether or
not arising out of third-party claims and including all amounts paid in
investigation, defense or settlement of the foregoing) which may be sustained or
suffered by any such Shareholder Indemnified Party (“Losses”), based upon,
arising out of, or by reason of (i) any breach of any representation or warranty
made by the Company in this Agreement, (ii) any breach of any covenant or
agreement made by the Company in this Agreement, or (iii) any third party or
governmental claims relating in any way to such Shareholder Indemnified Party’s
status as a security holder, creditor, director, agent, representative or
controlling person of the Company or otherwise relating to such Shareholder
Indemnified Party’s involvement with the Company (including, without limitation,
any and all Losses under the Securities Act, the Exchange Act or other federal
or state statutory law or regulation, at common law or otherwise, which relate
directly or indirectly to the registration, purchase, sale or ownership of any
securities of the Company or to any fiduciary obligation owed with respect
thereto), including, without limitation, in connection with any third party or
governmental action or claim relating to any action taken or omitted to be taken
or alleged to have been taken or omitted to have been taken by any Shareholder
Indemnified Party as security holder, director, agent, representative or
controlling person of the Company or otherwise, alleging so-called control
person liability or securities law liability; provided, however, that the
Company will not be liable to the extent that such Losses arise from and are
based on (A) an untrue statement or omission or alleged untrue statement or
omission in a registration statement or prospectus which is made in reliance on
and in conformity with written information furnished to the Company by or on
behalf of such Shareholder Indemnified Party, or (B) conduct by an
Shareholder Indemnified Party which constitutes fraud or willful
misconduct.

       


      
        
           


        

        
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      (b)           If
the indemnification provided for in Section 4.8(a) above for any reason is held
by a court of competent jurisdiction to be unavailable to a Shareholder
Indemnified Party in respect of any Losses referred to therein, then the
Company, in lieu of indemnifying such Shareholder Indemnified Party thereunder,
shall contribute to the amount paid or payable by such Shareholder Indemnified
Party as a result of such Losses (i) in such proportion as is appropriate to
reflect the relative benefits received by the Company and the Shareholders, or
(ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Company and the Shareholders in connection with the action or inaction which
resulted in such Losses, as well as any other relevant equitable
considerations.  The relative fault of the Company and the
Shareholders shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the
Company and the Shareholders and the parties’ relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or
omission.

       

      (c)           Each
of the Company and the Shareholders agrees that it would not be just and
equitable if contribution pursuant to Section 4.8(b) were determined by pro rata
or per capita allocation or by any other method of allocation which does not
take account of the equitable considerations referred to in the immediately
preceding paragraph.

       

      Section
4.9.    Acquisition of
Indebtedness.  Each Investor covenants to the others that it shall
not, and it shall cause its Affiliates not to, acquire directly or indirectly
any indebtedness of the Company or any of its subsidiaries other than as set
forth on Schedule B.

       

      
        	
                SECTION
      V - 

              	
                RESTRICTIONS
      ON TRANSFER; RIGHT OF FIRST REFUSAL; CO-SALE
  PROVISIONS

              


      

       

      Section
5.1.    Restrictions on
Transfer.  Each Principal Shareholder agrees that such Principal
Shareholder will not, without the prior written consent of a Majority Interest,
Transfer or permit the Transfer of all or any portion of the Shares now owned or
hereafter acquired by such Principal Shareholder, except in connection with, and
strictly in compliance with the conditions of  this Section
V.

       


      
        
           


        

        
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      Section
5.2.    Permitted
Transfers.  Notwithstanding anything herein to the contrary, the
provisions of Sections 5.3 and 5.4 shall not apply to either of the Transfers
listed below, provided that in each case the Transferee shall have entered into
a Joinder Agreement in substantially the form attached hereto as Schedule C
providing that all Shares so Transferred shall continue to be subject to all
provisions of this Agreement as if such Shares were still held by such Principal
Shareholder, except that no further Transfer shall thereafter be permitted
hereunder except in compliance with Sections 5.3 and 5.4:

       

      (a)           Transfers
by any Principal Shareholder to the spouse, children or siblings of such
Principal Shareholder or to a trust or family limited partnership for the sole
benefit of one or more of them; and

       

      (b)           Transfers
upon the death of any Principal Shareholder to such Principal Shareholder’s
heirs, executors or administrators or to a trust under such Principal
Shareholder’s will, or Transfers between such Principal Shareholder and such
Principal Shareholder’s guardian or conservator.

       

      Notwithstanding
anything to the contrary in this Agreement or any failure by a Transferee under
this Section 5.2 to execute a Joinder Agreement, such Transferee shall take any
Shares so Transferred subject to all provisions of this Agreement as if such
Shares were still held by the Principal Shareholder making such Transfer,
whether or not they so agree in writing.

       

      Section
5.3.    Right of First
Refusal.  In the event that any of the Principal Shareholders
entertains a bona fide offer to purchase all or any portion of the Shares held
by such Principal Shareholder (a “Transaction Offer”) from any other Person (a
“Buyer”), such Principal Shareholder (a “Transferring Principal Shareholder”)
may, subject to the provisions of Section 5.4 hereof, Transfer such Shares
pursuant to and in accordance with the following provisions of this Section
5.3:

       

      (a)           Offer
Notice.  The Transferring Principal Shareholder shall cause the
Transaction Offer and all of the terms thereof to be reduced to writing and
shall promptly notify the Company and each of the Investors of such Transferring
Principal Shareholder’s desire to effect the Transaction Offer and otherwise
comply with the provisions of this Section 5.3 and, if applicable, Section 5.4
(such notice, the “Offer Notice”).  The Transferring Principal
Shareholder’s Offer Notice shall constitute an irrevocable offer to sell all or
any portion of the
Shares which are the subject of the Transaction Offer (the “Offered Shares”) to
the Company and the Investors, on the basis described below, at a purchase price
equal to the price contained in, and on the same terms and conditions of, the
Transaction Offer.  The Offer Notice shall be accompanied by a true
copy of the Transaction Offer (which shall identify the Buyer and all relevant
information in connection therewith).

       

      (b)           Company
Option.  The Company shall have the first option to purchase all or a
portion of the Offered Shares.  At any time within twenty (20) days
after receipt by the Company of the Offer Notice (the “Company Option Period”),
the Company may elect to accept the offer to purchase with respect to any or all
of the Offered Shares and shall give written notice of such election (the
“Company Acceptance Notice”) to the Transferring Principal Shareholder within
the Company Option Period, which notice shall indicate the number of Shares that
the Company is willing to purchase.  The Company Acceptance Notice
shall constitute a valid, legally binding and enforceable agreement for the sale
and purchase of the Shares covered by the Company Acceptance
Notice.  If the Company accepts the offer to purchase all of the
Offered Shares, the closing for such purchase of the Offered Shares by the
Company under this Section 5.3(b) shall take place within thirty (30) days
following the expiration of the Company Option Period, at the offices of the
Company or on such other date or at such other place as may be agreed to by the
Transferring Principal Shareholder and the Company.  If the Company
fails to purchase all of the Offered Shares by exercising its option under this
Section 5.3(b) within the period provided, the Transferring Principal
Shareholder shall so notify the Investors promptly (the “Additional Offer
Notice”), which Additional Offer Notice shall identify the Offered Shares that
the Company has failed to purchase (the “Remaining Shares”).  The
Remaining Shares shall be subject to the options granted to the Investors
pursuant to Section 5.3(c) below.

       


      
        
           


        

        
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      (c)           Investors’
Option. If the Company fails to purchase all of the Offered Shares under Section
5.3(b) above, at any time within thirty (30) days after receipt by the Investors
of the Additional Offer Notice (the “Investor Option Period”), each Investor or
its Affiliates, including future funds that have affiliated but not identical
general partners,  may elect to accept the offer to purchase with
respect to any or all of the Remaining Shares and shall give written notice of
such election (the “Investor Acceptance Notice”) to the Transferring Principal
Shareholder and each Investor within the Investor Option Period, which notice
shall indicate the maximum number of Shares that the Investor is willing to
purchase, including the number of Shares it would purchase if one or more other
Investors do not elect to purchase their Pro Rata Fractions (as defined in
Section 5.3(d) below).  The Investor Acceptance Notice shall
constitute a valid, legally binding and enforceable agreement for the sale and
purchase of the Shares covered by the Investor Acceptance Notice. The closing
for any purchase of Shares by the Investors under this Section 5.3(c) (along
with the purchase by the Company of any Shares under Section 5.3(b) above if the
Company is purchasing less than all of the Offered Shares) shall take place
within thirty (30) days following the expiration of Investor Option Period, at
the offices of the Company or on such other date or at such other place as may
be agreed to by the Transferring Principal Shareholder and such
Investors.  The Transferring Principal Shareholder shall notify the
Investors promptly if any Investor fails to offer to purchase all of its Pro
Rata Fraction.

       

      (d)           Allocation
of Shares among Investors.  Upon the expiration of the Investor Option
Period, the number of Shares to be purchased by each Investor shall be
determined as follows:  (i) first, there shall be allocated to each
Investor electing to purchase, a number of Shares equal to (A) the number of
Shares as to which such Investor accepted as set forth in its respective
Investor Acceptance Notice or (B) if a lesser amount, such Investor’s Pro
Rata Fraction, and (ii) second, the balance, if any, not allocated under clause
(i) above, shall be allocated to those Investors who within the Investor Option
Period delivered an Investor Acceptance Notice that set forth a number of Shares
that exceeded their respective Pro Rata Fractions, in each case on a pro rata basis in proportion
to the number of Shares held by each such Investor up to the amount of such
excess.  An Investor’s Pro Rata Fraction shall be equal to the product
obtained by multiplying the total number of Remaining Shares by a fraction, the
numerator of which is
the total number of Shares owned by such Investor, and the denominator of which is the
total number of Shares held by all Investors, in each case as of the date of the
Offer Notice.

       


      
        
           


        

        
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      (e)           Valuation
of Property. In the event that the price set forth in the Offer Notice is stated
in consideration other than cash or cash equivalents, the Transferring Principal
Shareholder, the Company and a Majority Interest shall mutually determine the
fair market value of such consideration, reasonably and in good faith, and the
Company and/or the Investors, as the case may be, may effect their purchase
under this Section 5.3 by payment of such fair market value in cash or cash
equivalents.

       

      (f)           Sale
to Third Party.  In the event that the Company and the Investors do
not elect to exercise the rights to purchase under this Section 5.3 with respect
to all of the Shares proposed to be sold, the Transferring Principal Shareholder
may sell the remaining balance of such Shares to the Buyer on the terms and
conditions set forth in the Offer Notice, subject to the provisions of Section
5.4.  Promptly after such Transfer, the Transferring Principal
Shareholder shall notify the Company, which in turn shall promptly notify all
the Investors, of the consummation thereof and shall furnish such evidence of
the completion and time of completion of the Transfer and of the terms thereof
as may reasonably be requested by a Majority Interest.  Prior to the
effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have
entered into a Joinder Agreement in substantially the form attached hereto as
Schedule C, and such Buyer shall have all the rights and obligations hereunder
as if such Buyer were a Principal Shareholder.  If the Transferring
Principal Shareholder’s sale to a Buyer is not consummated in accordance with
the terms of the Transaction Offer on or before sixty (60) calendar days
after the latest of: (i) the expiration of the Company Option Period, (ii) the
expiration of the Investor Option Period, and (iii) the expiration of the
Co-Sale Election Period set forth in Section 5.4 below, if applicable, the
Transaction Offer shall be deemed to lapse, and any Transfers of Shares pursuant
to such Transaction Offer shall be in violation of the provisions of this
Agreement unless the Transferring Principal Shareholder sends a new Offer Notice
and once again complies with the provisions of this Section 5.3 with
respect to such Transaction Offer.

       

      (g)           Notwithstanding
the foregoing provisions of Section 5.3, any options to purchase shares of
capital stock of the Company, securities issuable or issued upon conversion of
such options or any other awards made pursuant to a stock plan (including,
without limitation, the TA Indigo Holding Corporation 2007 Stock Option and
Grant Plan and the TA Indigo Holding Corporation 2007 Restricted Preferred Stock
Plan), employee stock ownership plan or phantom stock or similar plan shall
remain subject to the terms of such plans and may not be Transferred pursuant to
this Section 5.3 unless such Transfer is in compliance with such
plans.

       

      Section
5.4.    Co-Sale Option of
Investors.  In the event that the Company and the Investors do not
exercise their rights under Section 5.3 with respect to all of the Shares
proposed to be so Transferred in connection with any Transaction Offer, the
Transferring Principal Shareholder may Transfer such Shares only pursuant to and
in accordance with the following provisions of this Section 5.4:

       

      (a)           Co-Sale
Notice.  As soon as practicable following the expiration of the
Investor Option Period, and in no event later than five (5) days thereafter, the
Transferring Principal Shareholder shall provide notice to each of the Investors
(the “Co-Sale Notice”) of its right to participate in the Transaction Offer on a
pro rata basis with the
Transferring Principal Shareholder (the “Co-Sale Option”).   To
the extent one or more Investors exercise their Co-Sale Option in accordance
with this Section 5.4, the number of Shares that the Transferring Principal
Shareholder may Transfer in the Transaction Offer shall be correspondingly
reduced.

       


      
        
           


        

        
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      (b)           Investor
Acceptance. Each of the Investors shall have the right to exercise its Co-Sale
Option by giving written notice of such intent to participate (the “Co-Sale
Acceptance Notice”) to the Transferring Principal Shareholder within (10) days
after receipt by such Investor of the Co-Sale Notice (the “Co-Sale Election
Period”).  Each Co-Sale Acceptance Notice shall indicate the maximum
number of Shares subject thereto which the Investor wishes to sell, including
the number of Shares it would sell if one or more other Investors do not elect
to participate in the sale on the terms and conditions stated in the Offer
Notice.  Any Investor holding Preferred Stock and where the Offered
Shares include shares other than Preferred Stock shall be permitted to sell to
the relevant Buyer with respect to such Offered Shares which are not Preferred
Stock in connection with any exercise of the Co-Sale Option, at its option,
(i) shares of Common Stock acquired upon conversion of such Preferred
Stock, (ii) an option to acquire Common Stock when such Investor receives the
same upon conversion of such Preferred Stock, with the same effect as if Common
Stock were being conveyed, or (iii) shares of Preferred Stock provided, that in
such case, the Buyer shall pay the full liquidation preference of the Preferred
Stock, plus the relevant price per share of the underlying Common
Stock.

       

      (c)           Allocation
of Shares.  Each Investor shall have the right to sell a portion of
its Shares pursuant to the Transaction Offer which is equal to or less than the
product obtained by multiplying the total number of Shares available for sale to
the Buyer subject to the Transaction Offer by a fraction, the numerator of which is the
total number of Shares owned by such Investor and the denominator of which is the
total number of Shares held by all Investors and the Transferring Principal
Shareholder, in each case as of the date of the Offer Notice, subject to
increase as hereinafter provided.  In the event any Investor does not
elect to sell the full amount of such Shares which such Investor is entitled to
sell pursuant to this Section 5.4, then any Investors who have elected to sell
Shares shall have the right to sell, on a pro-rata basis (based on the number of
Shares held by each such Investor) with any other Investors and up to the
maximum number of Shares stated in each such Investor’s Co-Sale Acceptance
Notice, any Shares not elected to be sold by such Investor.

       

      (d)           Co-Sale
Closing.  Within ten (10) calendar days after the end of the Co-Sale
Election Period, the Transferring Principal Shareholder shall promptly notify
each participating Investor of the number of Shares held by such Investor that
will be included in the sale and the date on which the Transaction Offer will be
consummated, which shall be no later than thirty (30) calendar days after the
end of the Co-Sale Election Period.  Each participating Investor may
effect its participation in any Transaction Offer hereunder by delivery to the
Buyer, or to the Transferring  Principal Shareholder for delivery to
the Buyer, of one or more instruments or certificates, properly endorsed for
transfer, representing the Shares it elects to sell pursuant
thereto.  At the time of consummation of the Transaction Offer, the
Buyer shall remit directly to each participating Investor that portion of the
sale proceeds to which the participating Investor is entitled by reason of its
participation with respect thereto.  No Shares may be purchased by the
Buyer from the Transferring Principal Shareholder unless the Buyer
simultaneously purchases from the participating Investors all of the Shares that
they have elected to sell pursuant to this Section 5.4.

       


      
        
           


        

        
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      (e)           Liability
of Investors.  No Investor shall be required to make any
representations or warranties or to provide any indemnities in connection
therewith other than with respect to title to the Shares being
conveyed.

       

      (f)           Sale
to Third Party.  Any Shares held by a Transferring Principal
Shareholder that are the subject of the Transaction Offer and that the
Transferring Principal Shareholder desires to Transfer following compliance with
this Section 5.4, may be sold to the Buyer only during the period specified in
Section 5.4(d) and only on terms no more favorable to the Transferring Principal
Shareholder than those contained in the Offer Notice.  Promptly after
such Transfer, the Transferring Principal Shareholder shall notify the Company,
which in turn shall promptly notify all the Investors, of the consummation
thereof and shall furnish such evidence of the completion and time of completion
of the Transfer and of the terms thereof as may reasonably be requested by a
Majority Interest.  Prior to the effectiveness of any Transfer to a
Buyer hereunder, such Buyer shall have entered into a Joinder Agreement in
substantially the form attached hereto as Schedule C, and such Buyer shall have
all the rights and obligations hereunder as if such Buyer were a Principal
Shareholder.  In the event that the Transaction Offer is not
consummated within the period required by this Section 5.4 or the Buyer fails
timely to remit to each participating Investor its respective portion of the
sale proceeds, the Transaction Offer shall be deemed to lapse, and any Transfer
of Shares pursuant to such Transaction Offer shall be in violation of the
provisions of this Agreement unless the Transferring Principal Shareholder sends
a new Offer Notice and once again complies with the provisions of Sections 5.3
and 5.4 with respect to such Transaction Offer.

       

      Section
5.5.    Contemporaneous
Transfers.  If two or more Principal Shareholders propose concurrent
Transfers that are subject to this Section V, then the relevant provisions of
Sections 5.3 and 5.4, as applicable, shall apply separately to each such
proposed Transfer.

       

      Section
5.6.    Effect of Prohibited
Transfers.  If any Transfer is made or attempted contrary to the
provisions of this Agreement, such purported Transfer shall be void ab initio;
the Company and the other parties hereto shall have, in addition to any other
legal or equitable remedies which they may have, the right to enforce the
provisions of this Agreement by actions for specific performance (to the extent
permitted by law); and the Company shall have the right to refuse to recognize
any Transferee of any Principal Shareholder  for any
purpose.

       

      SECTION
VI - RIGHTS AND OBLIGATIONS TO SELL.

       

      Section
6.1.    Drag-Along
Rights.  In the event that the Majority Interest (the “Selling
Investors”) approve a Sale of the Company in writing, specifying that this
Section VI shall apply to such transaction, then each Principal Shareholder
hereby agrees:

       

      (a)           if
such transaction requires stockholder approval, with respect to all Shares that
such Principal Shareholder owns or over which such Principal Shareholder
otherwise exercises voting power, to vote (in person, by proxy or by action by
written consent, as applicable) all Shares in favor of, and adopt, such Sale of
the Company (together with any related amendment to the Charter required in
order to implement such Sale of the Company) and to vote in opposition to any
and all other proposals that could reasonably be expected to delay or impair the
ability of the Company to consummate such Sale of the Company;

       


      
        
           


        

        
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      (b)           if
such transaction is a stock sale, to sell the same proportion of shares of
capital stock of the Company beneficially held by such Principal Shareholder as
is being sold by the Selling Investors to the Person to whom the Selling
Investors propose to sell their Shares and on the same terms and conditions as
the Selling Investors;

       

      (c)           to
execute and deliver all related documentation and take such other action in
support of the Sale of the Company as shall reasonably be requested by the
Company or the Selling Investors in order to carry out the terms and provisions
of this Section 6, including without limitation executing and delivering
instruments of conveyance and transfer, and any purchase agreement, merger
agreement, indemnity agreement, escrow agreement, consent, waiver, governmental
filing, share certificates duly endorsed for transfer (free and clear of
impermissible liens, claims and encumbrances) and any similar or related
documents;

       

      (d)           not
to deposit, and to cause their Affiliates not to deposit, except as provided in
this Agreement, any Shares of the Company owned by such party or Affiliate in a
voting trust or subject any Shares to any arrangement or agreement with respect
to the voting of such Shares, unless specifically requested to do so by the
acquiror in connection with the Sale of the Company;

       

      (e)           to
refrain from exercising any dissenters’ rights or rights of appraisal under
applicable law at any time with respect to such Sale of the Company;
and

       

      (f)           if
the consideration to be paid in exchange for the Shares pursuant to this Section
6 includes any securities and due receipt thereof by any Principal Shareholder
would require under applicable law (x) the registration or qualification of such
securities or of any person as a broker or dealer or agent with respect to such
securities or (y) the provision to any Principal Shareholder of any information
other than such information as a prudent issuer would generally furnish in an
offering made solely to “accredited investors” as defined in Regulation D
promulgated under the Securities Act of 1933, as amended, the Company may cause
to be paid to any such Principal Shareholder in lieu thereof, against surrender
of the Shares which would have otherwise been sold by such Principal
Shareholder, an amount in cash equal to the fair market value (as determined in
good faith by the Company) of the securities which such Principal Shareholder
would otherwise receive as of the date of the issuance of such securities in
exchange for the Shares.

       

      SECTION
VII - MISCELLANEOUS PROVISIONS

       

      Section
7.1.    Term.  Except
as provided below, the covenants in this Agreement shall terminate upon the
closing of the initial public offering of the Common Stock of the
Company.  Notwithstanding the foregoing, the covenants set forth in
Sections 4.2, 4.4 and 4.5 hereof shall continue for so long as any TA Investor
Nominee or Rho Investor Nominee is a member of the Board of Directors, and the
covenant set forth in Section 4.8 hereof shall continue for so long as any
Investor holds any Shares or until the expiration of the applicable statute of
limitations, if later.

       

      
        
          
          

        

        
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      Section
7.2.    Survival of
Covenants.  Each of the parties hereto agrees that each covenant and
agreement made by it in this Agreement shall be deemed to have been relied upon
by the other parties and shall remain operative and in full force and effect
after the date hereof regardless of any investigation.  This Agreement
shall not be construed so as to confer any right or benefit upon any Person
other than the parties hereto and their respective successors and permitted
assigns to the extent contemplated herein.

       

      Section
7.3.    Legend on
Securities.  The Company and the Investors acknowledge and agree that
in addition to any other legend on the certificates representing Shares held by
them, substantially the following legend shall be typed on each certificate
evidencing any of the Shares held at any time by any of the
Investors:

       

      THE
SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE PROVISIONS OF A CERTAIN
STOCKHOLDERS AGREEMENT, DATED AS OF JUNE 15, 2007.  A COMPLETE
AND CORRECT COPY OF SUCH AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL
OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST AND WITHOUT
CHARGE.

       

      Section
7.4.    Amendment and Waiver;
Actions of the Board.  Any party may waive any provision hereof
intended for its benefit in writing.  No failure or delay on the part
of any party hereto in exercising any right, power or remedy hereunder shall
operate as a waiver thereof.  The remedies provided for herein are
cumulative and are not exclusive of any remedies that may be available to any
party hereto at law or in equity or otherwise.  This Agreement may be
amended with the prior written consent of the Company and a Majority
Interest.  Any consent given as provided in the preceding sentence
shall be binding on all Shareholders; provided that any amendment that would
materially and adversely affect any Shareholder disproportionately more than any
other Shareholder, shall not be effective against such Shareholder without such
Shareholder’s written consent with respect thereto.

       

      Section
7.5.    Notices.  All
notices and other communications provided for herein shall be in writing and
shall be deemed to have been duly given, delivered and received (a) if delivered
personally or (b) if sent by facsimile, registered or certified mail (return
receipt requested) postage prepaid, or by courier guaranteeing next day
delivery, in each case to the party to whom it is directed, which if to the
Company, shall be at TA Indigo Holding Corporation, c/o TA Associates, Inc.,
John Hancock Tower, 56th Fl.,
200 Clarendon Street, Boston, MA  02116, Facsimile: (617) 574-6728,
Attention:  President, and if to any Shareholder, at the addresses set
forth on Schedule A attached hereto (or at such other address for any party as
shall be specified by notice given in accordance with the provisions hereof,
provided that notices of a change of address shall be effective only upon
receipt thereof).  Notices delivered personally shall be effective on
the day so delivered, notices sent by registered or certified mail shall be
effective five days after mailing, notices sent by facsimile shall be effective
when receipt is acknowledged, and notices sent by courier guaranteeing next day
delivery shall be effective on the earlier of the second business day after
timely delivery to the courier or the day of actual delivery by the
courier.

       


      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      Section
7.6.    Headings.  The
Article and Section headings used or contained in this Agreement are for
convenience of reference only and shall not affect the construction of this
Agreement.  The parties have participated jointly in the negotiation
and drafting of this Agreement and the other agreements, documents and
instruments executed and delivered in connection herewith with counsel
sophisticated in investment transactions.  In the event an ambiguity
or question of intent or interpretation arises, this Agreement shall be
construed as if drafted jointly by the parties and no presumption or burden of
proof shall arise favoring or disfavoring any party by virtue of the authorship
of any provisions of this Agreement.

       

      Section
7.7.    Counterparts.  This
Agreement may be executed in one or more counterparts and by the parties hereto
in separate counterparts, each of which when so executed shall be deemed to be
an original and all of which together shall be deemed to constitute one and the
same agreement.

       

      Section
7.8.    Remedies;
Severability.  It is specifically understood and agreed that any
breach of the provisions of this Agreement by any Person subject hereto will
result in irreparable injury to the other parties hereto, that the remedy at law
alone will be an inadequate remedy for such breach, and that, in addition to any
other legal or equitable remedies which they may have, such other parties may
enforce their respective rights by actions for specific performance (to the
extent permitted by law).

       

      In the
event that any one or more of the provisions contained herein, or the
application thereof in any circumstances, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be in any way impaired thereby, it being
intended that all of the rights and privileges of the parties hereto shall be
enforceable to the fullest extent permitted by law.

       

      Section
7.9.    Entire
Agreement.  This Agreement is intended by the parties as a final
expression of their agreement and intended to be complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein.

       

      Section
7.10.    Law
Governing.  This Agreement shall be construed and enforced in
accordance with and governed by the laws of the State of Delaware (without
giving effect to principles of conflicts of law).

       

      Section
7.11.    Successors and
Assigns.  This Agreement shall be binding upon and inure to the
benefit of the respective successors and permitted assigns of the parties hereto
as contemplated herein, and any successor to the Company by way of merger or
otherwise shall specifically agree to be bound by the terms hereof as a
condition of such successor.

       

      Section
7.12.    Remedies.  Each
party acknowledges and agrees that each of the other parties would be damaged
irreparably and would not be made whole by monetary damages if any of the
provisions of this Agreement are not performed in accordance with their specific
terms or otherwise are breached.  Accordingly, each party agrees that
each of the other parties shall be entitled to an injunction or injunctions,
without the requirement of posting any bond or furnishing any other security, to
prevent breaches of the provisions of this Agreement and to enforce specifically
this Agreement and the terms and provisions hereof in any action instituted in
any court of the United States or any state thereof having jurisdiction over the
parties and the matter.  Such remedies shall not be deemed to be the
exclusive remedies of the parties, but shall be in addition to all other
remedies available at law or in equity to the parties hereto.

       


      
        
           


        

        
          18

          
            

          

        

        
           


        

      


      Section
7.13.    Dispute
Resolution.  Subject to Section 7.11, all disputes, claims, or
controversies arising out of or relating to this Agreement, or the negotiation,
validity or performance hereof or the transactions contemplated hereby, that are
not resolved by mutual agreement shall be resolved solely and exclusively by
binding arbitration to be conducted before J.A.M.S./Endispute, Inc. or its
successor.  The parties understand and agree that this arbitration
provision shall apply equally to claims of fraud or fraud in the
inducement.  The arbitration shall be held in New York City, New York
before a single arbitrator and shall be conducted in accordance with the rules
and regulations promulgated by J.A.M.S./Endispute, Inc. unless specifically
modified herein.

       

      The
parties covenant and agree that the arbitration shall commence within one
hundred twenty (120) days of the date on which a written demand for arbitration
is filed by any party hereto.  In connection with the arbitration
proceeding, the arbitrator shall have the power to order the production of
documents by each party and any third-party witnesses.  In addition,
each party may take up to three depositions as of right, and the arbitrator may
in his or her discretion allow additional depositions upon good cause shown by
the moving party.  However, the arbitrator shall not have the power to
order the answering of interrogatories or the response to requests for
admission.  In connection with any arbitration, each party shall
provide to the other, no later than fourteen (14) business days before the date
of the arbitration, the identity of all persons that may testify at the
arbitration, a copy of all documents that may be introduced at the arbitration
or considered or used by a party’s witness or expert, and a summary of the
expert’s opinions and the basis for said opinions.  The arbitrator’s
decision and award shall be made and delivered within sixty (60) days of the
conclusion of the arbitration.  The arbitrator’s decision shall set
forth a reasoned basis for any award of damages or finding of
liability.  The arbitrator shall not have power to award damages in
excess of actual compensatory damages and shall not multiply actual damages or
award punitive damages or any other damages that are specifically excluded under
this Agreement, and each party hereby irrevocably waives any claim to such
damages.

       

      The
parties covenant and agree that they will participate in the arbitration in good
faith and that they will share equally its costs, except as otherwise provided
herein.  The arbitrator may in his or her discretion assess costs and
expenses (including the reasonable legal fees and expenses of the prevailing
party) against any party to a proceeding.  Any party unsuccessfully
refusing to comply with an order of the arbitrators shall be liable for costs
and expenses, including attorneys’ fees, incurred by the other party in
enforcing the award.  This Section applies equally to requests for
temporary, preliminary or permanent injunctive relief, except that in the case
of temporary or preliminary injunctive relief any party may proceed in court
without prior arbitration for the limited purpose of avoiding immediate and
irreparable harm.  The provisions of this Section shall be enforceable
in any court of competent jurisdiction.

       

      
        
           


        

        
          19

          
            

          

        

        
           


        

      


      Subject
to the second sentence of the immediately preceding paragraph, the parties shall
bear their own attorneys’ fees, costs and expenses in connection with the
arbitration.  The parties will share equally in the fees and expenses
charged by J.A.M.S./Endispute, Inc.

       

      Each of
the parties hereto irrevocably and unconditionally consents to the exclusive
jurisdiction of J.A.M.S./Endispute, Inc. to resolve all disputes, claims or
controversies arising out of or relating to this Agreement or any other
agreement executed and delivered pursuant to this Agreement or the negotiation,
validity or performance hereof and thereof or the transactions contemplated
hereby and thereby and further consents to the jurisdiction of the courts of New
York for the purposes of enforcing the arbitration provisions of this
Section.  Each party further irrevocably waives any objection to
proceeding before J.A.M.S./Endispute, Inc. based upon lack of personal
jurisdiction or to the laying of venue and further irrevocably and
unconditionally waives and agrees not to make a claim in any court that
arbitration before J.A.M.S./Endispute, Inc. has been brought in an inconvenient
forum.  Each of the parties hereto hereby consents to service of
process by registered mail at the address to which notices are to be
given.  Each of the parties hereto agrees that its or his submission
to jurisdiction and its or his consent to service of process by mail is made for
the express benefit of the other parties hereto.

       

      [SIGNATURE
PAGE FOLLOWS]

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      IN
WITNESS WHEREOF, the parties hereto have caused this Stockholders Agreement to
be duly executed as of the date first set forth above.

       

      
        
          
            
              	
                      THE COMPANY:

                    	 
      	 
      
	 
      	 
      	
                      TA
      INDIGO HOLDING CORPORATION

                    
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                      By:

                    	
                      /s/
      Harry D. Taylor

                    
	 
      	 
      	 
      	
                      Name:
      Harry D. Taylor

                    
	 
      	 
      	 
      	
                      Title:
      Sr. Vice
President

                    


            

          

        

      

      


       

      
        
          [Signature
Page to Stockholders Agreement]

           


        

        
          
          

          
            

          

        

        
           


        

      

      


      
        
          
            
              	 
      	 
      	 
      	 
      
	 
      	 
      	
                      TA INVESTORS:

                    
	 	 	 
	 
      	 
      	
                      TA
      X, L.P.

                    
	 
      	 
      	
                      By:  TA
      Associates X L.P., its General Partner

                    
	 
      	 
      	
                      By:  TA
      Associates, Inc., its General Partner

                    
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                      By:

                    	
                      /s/ Brian J. Conway

                    
	 
      	 
      	 
      	
                      Name:
      Brian J. Conway

                    
	 
      	 
      	 
      	
                      Title:
      Managing Director

                    


            

          

        

      

      


      
        
          
            	 
      	 
      	 
      	 
      
	 
      	 
      	
                    TA
      ATLANTIC AND PACIFIC V L.P.

                  
	 
      	 
      	
                    By:  TA
      Associates AP V L.P., its General Partner

                  
	 
      	 
      	
                    By:  TA
      Associates, Inc., its General Partner

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    By:

                  	
                    /s/ Brian J. Conway

                  
	 
      	 
      	 
      	
                    Name:
      Brian J. Conway

                  
	 
      	 
      	 
      	
                    Title:
      Managing Director

                  


          

        

      

      


      
        
          	 
      	 
      	 
      	 
      
	 
      	 
      	
                  TA
      STRATEGIC PARTNERS FUND II L.P.

                
	 
      	 
      	
                  By:  TA
      Associates SPF II L.P., its General Partner

                
	 
      	 
      	
                  By:  TA
      Associates, Inc., its General Partner

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  By:

                	
                  /s/ Brian J. Conway

                
	 
      	 
      	 
      	
                  Name:
      Brian J. Conway

                
	 
      	 
      	 
      	
                  Title:
      Managing Director

                


        

      

      


      
        
          	 
      	 
      	 
      	 
      
	 
      	 
      	
                  TA
      STRATEGIC PARTNERS FUND II-A L.P.

                
	 
      	 
      	
                  By:  TA
      Associates SPF II L.P., its General Partner

                
	 
      	 
      	
                  By:  TA
      Associates, Inc., its General Partner

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  By:

                	
                  /s/ Brian J. Conway

                
	 
      	 
      	 
      	
                  Name:
      Brian J. Conway

                
	 
      	 
      	 
      	
                  Title:
      Managing Director

                


        

      

       

      
        
          [Signature
Page to Stockholders Agreement]

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      
        
          	 
      	 
      	 
      	 
      
	 
      	 
      	
                  TA
      INVESTORS II L.P.

                
	 
      	 
      	
                  By:  TA
      Associates, Inc., its General Partner

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  By:

                	
                  /s/ Brian J. Conway

                
	 
      	 
      	 
      	
                  Name:
      Brian J. Conway

                
	 
      	 
      	 
      	
                  Title:
      Managing Director

                


        

      

      


      
        
          	 
      	 
      	 
      	 
      
	 
      	 
      	
                  TA
      SUBORDINATED DEBT FUND II, L.P.

                
	 
      	 
      	
                  By:  TA
      Associates SDF II L.P., its General  Partner

                
	 
      	 
      	
                  By:  TA
      Associates, Inc., its General Partner

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  By:

                	
                  /s/ Brian J. Conway

                
	 
      	 
      	 
      	
                  Name:
      Brian J. Conway

                
	 
      	 
      	 
      	
                  Title:
      Managing Director

                


        

      

       

      
        
          [Signature
Page to Stockholders Agreement]

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      
        
          
            	 
      	 
      	 
      	 
      
	 
      	 
      	
                    RHO INVESTORS:

                  
	 
      	 
      	 
      
	 
      	 
      	
                    RHO
      VENTURES IV, L.P.

                  
	 
      	 
      	 
      
	 
      	 
      	
                    By:  Rho
      Management Ventures IV, L.L.C., General Partner

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    By:

                  	
                    /s/ Jeffrey I. Martin

                  
	 
      	 
      	 
      	
                    Name:
      Jeffrey I. Martin

                  
	 
      	 
      	 
      	
                    Title:
      Attorney In Fact

                  


          

        

      

      


      
        
          	 
      	 
      	 
      	 
      
	 
      	 
      	
                  RHO
      VENTURES IV GmbH & CO. BETEILIGUNGS KG

                
	 
      	 
      	 
      
	 
      	 
      	
                  By:
      Rho Capital Partners Verwaltungs GmbH, General Partner

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  By:

                	
                  /s/ Jeffrey I. Martin

                
	 
      	 
      	 
      	
                  Name:
      Jeffrey I. Martin

                
	 
      	 
      	 
      	
                  Title:
      Attorney In Fact

                


        

      

      


      
        
          	 
      	 
      	 
      	 
      
	 
      	 
      	
                  RHO
      VENTURES IV (QP), L.P.

                
	 
      	 
      	 
      
	 
      	 
      	
                  By:
      Rho Management Ventures IV, L.L.C., General Partner

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  By:

                	
                  /s/ Jeffrey I. Martin

                
	 
      	 
      	 
      	
                  Name:
      Jeffrey I. Martin

                
	 
      	 
      	 
      	
                  Title:
      Attorney In Fact

                


        

      

      


      
        
          	 
      	 
      	 
      	 
      
	 
      	 
      	
                  RHO
      MANAGEMENT TRUST I

                
	 
      	 
      	 
      
	 
      	 
      	
                  By:
      Rho Capital Partners, Inc., as Investment Adviser

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  By:

                	
                  /s/ Jeffrey I. Martin

                
	 
      	 
      	 
      	
                  Name:
      Jeffrey I. Martin

                
	 
      	 
      	 
      	
                  Title:
      Attorney In Fact

                


        

      

       

      
        
          [Signature
Page to Stockholders Agreement]

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    	 
      	 
      	 
      	 
      
	 
      	 
      	
                            PRINCIPAL SHAREHOLDERS:

                          
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                            /s/ John Sculley

                          
	 
      	 
      	
                            John
      Sculley

                          
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                            /s/ Arthur B. Sculley

                          
	 
      	 
      	
                            Arthur
      B. Sculley

                          
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                            SCULLEY
      INVESTMENT LTD. PARTNERSHIP

                          
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                            By:

                          	
                            /s/ John Sculley

                          
	 
      	 
      	 
      	
                            Name:

                          
	 
      	 
      	 
      	
                            Title:

                          
	 	 	 
	 	 	 
	 
      	 
      	
                            JOHN
      SCULLEY IRREV. TRUST F/B/O M. ALLNATT

                          
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                            By:

                          	
                            /s/ John Sculley

                          
	 
      	 
      	 
      	
                            Name:

                          
	 
      	 
      	 
      	
                            Title:

                          
	 	 	 
	 	 	 
	 
      	 
      	
                            JOHN
      SCULLEY IRREV. TRUST F/B/O O. ALLNATT

                          
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                            By:

                          	
                            /s/ John Sculley

                          
	 
      	 
      	 
      	
                            Name:

                          
	 
      	 
      	 
      	
                            Title:

                          


                  

                

              

            

          

        

      

       

      
        
          [Signature
Page to Stockholders Agreement]

           


        

        
           


          
            

          

        

        
           


        

      

       

      
        
          
            
              
                
                  
                    
                      
                        	 
      	 
      	
                                SCULLEY
      FAMILY TRUST

                              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                                By:

                              	
                                /s/ John Sculley

                              
	 
      	 
      	Name:
	 
      	 
      	Title:
	 	 	 
	 
      	 
      	
                                SCULLEY
      FAMILY TRUST

                              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                                By:

                              	
                                /s/
      David W. Sculley

                              
	 
      	 
      	Name:
      David W. Sculley
	 
      	 
      	Title:
      Trustee
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                                /s/ Arthur B. Sculley,
  Jr.

                              
	 
      	 
      	
                                Arthur
      B. Sculley, Jr.

                              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                                /s/ Theresa Sculley

                              
	 
      	 
      	
                                Theresa
      Sculley

                              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                                /s/ Andrew Damico

                              
	 
      	 
      	
                                Andrew
      Damico

                              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                                /s/ Thomas Fredell

                              
	 
      	 
      	
                                Thomas
      Fredell

                              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                                /s/ Francis Mather

                              
	 
      	 
      	
                                Francis
      Mather

                              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                                /s/ Susanne Elliot

                              
	 
      	 
      	
                                Susanne
Elliot

                              


                      

                    

                  

                

              

            

          

        

      

       

      
        
          [Signature
Page to Stockholders Agreement]

           


        

        
           


          
            

          

        

        
           


        

      


      Schedule
A

       

      TA
Investors:

       

      TA X,
L.P.

      TA
ATLANTIC AND PACIFIC V L.P.

      TA
STRATEGIC PARTNERS FUND II L.P.

      TA
STRATEGIC PARTNERS FUND II-A L.P.

      TA
INVESTORS II L.P.

      TA
SUBORDINATED DEBT FUND II, L.P.

      


      c/o TA
Associates, Inc.

      John
Hancock Tower, 56th
Fl.

      200
Clarendon Street

      Boston,
MA  02116

      Facsimile:
(617) 574-6728

      Attention:  Brian
J. Conway

       

      Rho
Investors:

       

      RHO
VENTURES IV, L.P.

      RHO
VENTURES IV GmbH & CO. BETEILIGUNGS KG

      RHO
VENTURES IV (QP), L.P.

      RHO
MANAGEMENT TRUST I

      


      c/oRho
Capital Partners

      Carnegie
Hall Tower

      152 West
57th Street

      23rd
Floor

      New York,
New York 10019

      Facsimile:
(212) 751-3613

      Attention:  Habib
Kairouz


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      Principal
Shareholders:

       

      John
Sculley

      Arthur B.
Sculley

      SCULLEY
INVESTMENT LTD. PARTNERSHIP

      JOHN
SCULLEY IRREV. TRUST F/B/O M. ALLNATT

      JOHN
SCULLEY IRREV. TRUST F/B/O O. ALLNATT

      SCULLEY
FAMILY TRUST

      Arthur B
Sculley, Jr.

      Theresa
Sculley

      Susanne
Elliot

      


      c/o John
Sculley

      Rho
Capital Partners

      Carnegie
Hall Tower

      152 West
57th Street

      23rd
Floor

      New York,
New York 10019

      Facsimile:
(212) 751-3613

      


      


      Andrew
Damico

      1446
Rider Road

      New Hope,
PA 18938

      


      Thomas
Fredell

      51 Parks
Drive

      Sherborn,
MA 01770

      


      Francis
Mather

      120
Southern Boulevard

      Chatham,
NJ 07928

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule
B

       

      TA
Investors shall be permitted to acquire indebtedness up to $50 million issued
pursuant to the Second Lien Term Loan Facility described in Exhibit B to that
certain Commitment Letter dated April 27, 2007 from Deutsche Bank Trust Company
Americas and Deutsche Bank Securities Inc. to the Company, as amended by the
Supplemental Commitment Letter dated May 23, 2007.

       

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
C

       

      Form of
Joinder Agreement

       

      The
undersigned, _____________________, in order to become the owner or holder of
________ shares of the capital stock of TA Indigo Holding Corporation, a Delaware corporation (the
“Company”),
hereby agrees to become a party to the Stockholders Agreement (the “Agreement”) dated as
of June 15, 2007, among the Company and the other parties thereto, and to be
bound by all provisions thereof.  The undersigned agrees to become a
Principal Shareholder (as defined in the Agreement) under the terms of the
Agreement.  This Joinder shall take effect and shall become a part of
said Agreement immediately upon execution by the undersigned hereto and
acceptance thereof by the Company.

      


      EXECUTED
as a contract under seal as of the date set forth below:

       

      
      

      
        


        
          
            
              
                
                  	 
      	
                          Signature: 
      

                        	 
      
	 
      	 
      	 
      
	 
      	
                          Name:

                        	 
      
	 
      	 
      	 
      
	 
      	
                          By:

                        	 
      
	 
      	 
      	 
      
	 
      	
                          Address:

                        	 
      


                

              

            

          

        

        


        
          
            
              
                	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                        Social
      Security No.:  

                      	 
      


              

            

          

        

        


        
          
            	 
      	
                    Date:  
      

                  	 
      


          

        

        


        
          	 
      	 
      	 
      
	 
      	
                  Accepted
      :

                	 
      


        

        


        
          
            
              
                
                  
                    
                      	
                               

                            	
                              TA
      INDIGO HOLDING CORPORATION

                            
	 
      	 
      	 
      
	 
      	
                              By:

                            	 
      
	 
      	
                              Name:

                            
	 
      	
                              Title:

                            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                              Date: 
      

                            	 
      


                    

                  

                

              

            

          

        

         

      

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                         

                                        
                                          
                                            
                                            

                                          

                                          
                                            
                                            

                                            
                                              

                                            

                                          

                                          
                                            
                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      AMENDMENT NO. 1 (this
“Amendment”), dated as of December 3, 2007, to that certain Stockholders
Agreement (the “Agreement”), dated as of June 15, 2007, by and among TA Indigo
Holding Corporation (the “Corporation”), the TA Investors (as defined in the
Agreement), the Rho Investors (as defined in the Agreement), and the Principal
Shareholders (as defined in the Agreement)

       

      WHEREAS, the Corporation and a
Majority Interest desire to amend the Agreement as set forth
herein;

       

      NOW, THEREFORE, in
consideration of the premises and the mutual agreements contained herein and for
other good and valuable consideration the sufficiency of which is hereby
acknowledged, the undersigned hereby agrees as follows:

       

      1.           Definitions. All capitalized terms
used herein and not otherwise defined shall have the respective meanings in the
Agreement.

       

      2.           Amendment
to the Agreement.

       

      2.1           SECTION
3 of the Agreement is hereby amended to include the following additional Section
3.4:

       

      “Section
3.4 Approval by the
Board.  Notwithstanding anything to the contrary contained
herein, the Corporation shall not, without the approval of the Board of
Directors, which shall include the approval of at least one (1) TA Investor
Nominee and at least one (1) Rho Investor Nominee, hire, terminate, or change
the compensation of the executive officers, including approving any option
grants or stock awards to executive officers of the Corporation or any
subsidiary.”

       

      2.2           Section
4.6 of the Agreement is hereby amended as follows:

       

      2.2.1. by deleting subsection (b) of
Section 4.6 in its entirety and replacing it with the following:

       

      “(b) the
entry into, or any amendment to, any contract, arrangement or other transaction
between the Corporation or any of its subsidiaries, on the one hand, and any
stockholder, officer, director or employee of the Corporation or any subsidiary
or any “associate” (as defined in rule 12b-2 promulgated under the Securities
Exchange Act of 1934, as amended) of any of the foregoing, on the other, except
for service agreements entered into in the ordinary course of business and
agreements related to the grant of stock options or the issuance of restricted
stock, and other than those set forth on Schedule
B;”

       

      and

       

      2.2.2. 
by deleting in its entirety subsection (q) of Section 4.6.

       

      3.           No Other
Amendments. Except as expressly
amended, modified and supplemented hereby or otherwise in accordance with the
Agreement, the provisions of the Agreement are and will remain in full force and
effect and, except as expressly provided herein, nothing in this Amendment will
be construed as a waiver of any of the rights or obligations of the parties
under the Agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      4.           Law
Governing. This Amendment shall be
construed and enforced in accordance with and governed by the laws of the State
of Delaware (without giving effect to principles of conflicts of
law).

       

      5.           Descriptive
Headings. Descriptive headings are
for convenience only and will not control or affect the meaning or construction
of any provision of this Amendment.

       

      [Signature
Pages Follow]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      IN
WITNESS WHEREOF, the undersigned has executed this Amendment as of the date
first written above.

       

      
        
          
            	 	TA
      INDIGO HOLDING CORPORATION	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ Gary
      Hirsch 	 
	 	 	Name:
      Hirsch	 
	 	 	Title:
      Secretary	 
	 	 	 	 


          

        

         

      

      
        [Signature
Page to Amendment No. 1 to Stockholders Agreement]

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      
        
          
            	 	TA
      INVESTORS:	 
	 	 	 
	 	TA
      X, L.P.	 
	 	By: 	TA
      Associates X L.P., its General Partner	 
	 	By: 	TA
      Associates, Inc., its General Partner	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ Brian
      J. Conway 	 
	 	Name:
      	Brian
      J. Conway	 
	 	Title:
      	Managing
      Director	 


          

          
             

          

          
            
              
                
                  	 	TA
      ATLANTIC AND PACIFIC V L.P.	 
	 	By: 	TA
      Associates AP V L.P., its General Partner	 
	 	By: 	TA
      Associates, Inc., its General Partner	 
	 	 	 	 
	
                           

                        	
                          By:
      

                        	/s/ Brian
      J. Conway 	 
	 	Name:
      	Brian
      J. Conway	 
	 	Title:
      	Managing
      Director	 


                

                 

                
                  
                    
                      
                        	 	TA
      STRATEGIC PARTNERS FUND II L.P.	 
	 	By: 	
                                TA
      Associates SPF II L.P., its
      General Partner

                              	 
	 	By: 	TA
      Associates, Inc., its General Partner	 
	 	 	 	 
	
                                 

                              	
                                By:
      

                              	/s/ Brian
      J. Conway   	 
	 	Name:
      	Brian
      J. Conway	 
	 	Title:
      	Managing
      Director	 


                      

                       

                      
                        
                          
                            
                              
                                	 	TA
      STRATEGIC PARTNERS FUND II-A L.P.	 
	 	By: 	
                                        TA
      Associates SPF II L.P., its General
      Partner

                                      	 
	 	By: 	TA
      Associates, Inc., its General Partner	 
	 	 	 	 
	
                                         

                                      	
                                        By:
      

                                      	/s/ Brian
      J. Conway  	 
	 	Name:
      	Brian
      J. Conway	 
	 	Title:
      	Managing
      Director	 


                              

                            

                            
                               

                              
                                 

                                
                                  [Signature
Page to Amendment No. 1 to Stockholders Agreement]

                                  


                                  
                                    
                                      
                                      

                                    

                                    
                                      
                                      

                                      
                                        

                                      

                                    

                                    
                                      
                                      

                                    

                                  

                                

                              

                               

                              
                                
                                  
                                    
                                      	 	TA
      INVESTORS II L.P.	 
	 	By: 	TA
      Associates, Inc., its General Partner	 
	 	 	 	 
	
                                               

                                            	
                                              By:
      

                                            	/s/ Brian
      J. Conway   	 
	 	Name:
      	Brian
      J. Conway	 
	 	Title:
      	Managing
      Director	 


                                    

                                     

                                    
                                      
                                        
                                          
                                            
                                              	 	TA
      SUBORDINATED DEBT FUND II, L.P.	 
	 	By: 	TA
      Associates SDF II L.P., its General Partner	 
	 	By: 	TA
      Associates, Inc., its General Partner	 
	 	 	 	 
	
                                                       

                                                    	
                                                      By:
      

                                                    	/s/ Brian
      J. Conway  	 
	 	Name:
      	Brian
      J. Conway	 
	 	Title:
      	Managing
      Director	 


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                          
                             

                             

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
        
          [Signature
Page to Amendment No. 1 to Stockholders Agreement]

          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

         

        
          
            
              
                
                  
                    
                      	 	RHO
      INVESTORS:	 
	 	 	 
	 	RHO
      VENTURES IV, L.P.	 
	 	 	 
	 	By: 	
                              Rho
      Management Ventures IV, L.L.C., General
      Partner

                            	 
	 	 	 	 
	
                               

                            	
                              By:
      

                            	/s/ Habib
      Kairouz 	 
	 	Name:
      	Habib
      Kairouz	 
	 	Title:
      	Managing
      Member	 


                    

                     

                  

                

              

            

          

          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 	RHO
      VENTURES IV GmbH & CO. BETEILIGUNGS KG	 
	 	 	 
	 	By: 	Rho
      Capital Partners Verwaltungs GmbH, General Partner	 
	 	 	 	 
	
                                       

                                    	
                                      By:
      

                                    	/s/ Habib
      Kairouz    	 
	 	Name:
      	Habib
      Kairouz	 
	 	Title:
      	Managing
      Director	 


                            

                             

                            
                              
                                
                                  
                                    
                                      
                                        	 	RHO
      VENTURES IV (QP), L.P.	 
	 	 	 
	 	By: 	Rho
      Management Ventures IV, L.L.C., General Partner	 
	 	 	 	 
	
                                                 

                                              	
                                                By:
      

                                              	/s/ Habib
      Kairouz   	 
	 	Name:
      	Habib
      Kairouz	 
	 	Title:
      	Managing
      Member	 


                                      

                                       

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                  
                    
                      
                        
                          
                            
                              
                                	 	RHO
      MANAGEMENT TRUST I	 
	 	 	 
	 	By: 	Rho
      Capital Partners, Inc., as Investment Adviser	 
	 	 	 	 
	
                                         

                                      	
                                        By:
      

                                      	/s/ Habib
      Kairouz   	 
	 	Name:
      	Habib
      Kairouz	 
	 	Title:
      	Managing
      Partner	 


                              

                               

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          [Signature Page
to Amendment No. 1 to Stockholders Agreement]

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

    

     

    
      AMENDMENT NO. 2 (this
"Amendment"), dated as of April 29, 2008, to that certain Stockholders Agreement
(the "Agreement"), dated as of June 15, 2007, by and among TA Indigo Holding
Corporation (the "Corporation"), the TA Investors (as defined in the Agreement),
the Rho Investors (as defined in the Agreement), and the Principal Shareholders
(as defined in the Agreement)

       

      WHEREAS, the Corporation and a
Majority Interest desire to amend the Agreement as set forth
herein;

       

      NOW, THEREFORE, in
consideration of the premises and the mutual agreements contained herein and for
other good and valuable consideration the sufficiency of which is hereby
acknowledged, the undersigned hereby agrees as follows:

       

      1.           Definitions. All capitalized terms used
herein and not otherwise defined shall have the respective meanings in the
Agreement.

       

      2.           Amendment
to the Agreement.

       

      Effective
immediately, SECTION 3.1 of the Agreement is hereby amended in its entirety to
read as follows:

       

      "Section 3.1  Board
Composition. Each
Shareholder agrees to vote all of his, her or its Shares having voting power
(and any other Shares over which he, she or it exercises voting control), in
connection with fixing the number of Directors and electing Directors, and to
take such other actions as are necessary, so as to elect up to nine (9) members
of the Board of Directors as follows:

       

      (a)           two
(2) Persons (each, a "TA Investor Nominee") nominated by TA Investors holding a
majority of Shares held by all TA Investors, which TA Investor Nominees shall
initially be Brian J. Conway and Harry D. Taylor;

       

      (b)           two
(2) Persons (each, a "Rho Investor Nominee") nominated by Rho Ventures IV (QP),
one of which Rho Investor Nominees shall initially be Habib
Kairouz;

       

      (c)           up
to three (3) Persons (each, an "Independent Director") nominated by mutual
agreement of the TA Investor Nominees and the Rho Investor Nominees;
and

       

      (d)           up
to two (2) Persons (each, a "Management Director") nominated by mutual agreement
of the TA Investor Nominees and the Rho Investor Nominees, one of which
Management Director shall initially be the Chairman of the Board, Patrick Wack,
and one of which Management Director shall initially be the Company's Chief
Executive Officer, J. Andrew Damico."

       

      3.           No Other
Amendments.
Except as expressly amended, modified and supplemented hereby or
otherwise in accordance with the Agreement, the provisions of the Agreement, as
previously amended, are and will remain in full force and effect and, except as
expressly provided herein, nothing in this Amendment will be construed as a
waiver of any of the rights or obligations of the parties under the
Agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      4.           Law
Governing. This
Amendment shall be construed and enforced in accordance with and governed by the
laws of the State of Delaware (without giving effect to principles of conflicts
of law).

       

      5.           Descriptive
Headings.
Descriptive headings are for convenience only and will not control or
affect the meaning or construction of any provision of this
Amendment.

       

      IN
WITNESS WHEREOF, the undersigned has executed this Amendment as of the date
first written above.

       

      
        
          
            
              	 	TA
      INDIGO HOLDING CORPORATION	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	/s/ Gary
      Hirsch	 
	 	 	Name:
      Hirsch	 
	 	 	Title:
      Secretary	 
	 	 	 	 


            

          

           

        

         

        
          [Amendment
No. 2 to Stockholders Agreement]

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

           

          
            
              
                
                  
                    
                      	 	TA
      INVESTORS:	 
	 	 	 
	 	TA
      X, L.P.	 
	 	By: 	TA
      Associates X L.P., its General Partner	 
	 	By: 	TA
      Associates, Inc., its General Partner	 
	 	 	 	 
	
                               

                            	
                              By:
      

                            	/s/ Brian
      J. Conway	 
	 	Name:
      	Brian
      J. Conway	 
	 	Title:
      	Managing
      Director	 


                    

                  

                

              

            

            
               

            

          

        

        
          
            
              
                
                  
                    	 	TA
      ATLANTIC AND PACIFIC V L.P.	 
	 	By: 	
                            TA
      Associates AP V L.P., its General Partner 

                          	 
	 	By:
      	TA
      Associates, Inc., its General Partner	 
	 	 	 	 
	
                             

                          	
                            By:
      

                          	/s/ Brian
      J. Conway	 
	 	Name:
      	Brian
      J. Conway	 
	 	Title:
      	Managing
      Director	 


                  

                

              

            

          

          
             

          

        

        
          
            
              
                
                  
                    	 	TA
      STRATEGIC PARTNERS FUND II L.P.	 
	 	By: 	TA
      Associates SPF II L.P., its General Partner	 
	 	By: 	TA
      Associates, Inc., its General Partner	 
	 	 	 	 
	
                             

                          	
                            By:
      

                          	/s/ Brian
      J. Conway	 
	 	Name:
      	Brian
      J. Conway	 
	 	Title:
      	Managing
      Director	 


                  

                

              

            

          

        

        
          
            
              
                
                   

                  
                    
                      
                        
                          
                            
                              	 	TA
      STRATEGIC PARTNERS FUND II-A L.P. 	 
	 	By: 	TA
      Associates SPF II LP., its General Partner	 
	 	By: 	TA.
      Associates, Inc., its General Partner	 
	 	 	 	 
	
                                       

                                    	
                                      By:
      

                                    	/s/ Brian
      J. Conway	 
	 	Name:
      	Brian
      J. Conway	 
	 	Title:
      	Managing
      Director	 


                            

                          

                        

                      

                    

                    
                       

                    

                  

                

              

            

          

        

        
          
            [Amendment No. 2 to Stockholders
Agreement]

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

          

           

          
            
              
                
                  
                    	 	TA
      INVESTORS II LP.	 
	 	By: 	TA
      Associates, Inc., its General Partner	 
	 	 	 	 
	
                             

                          	
                            By:
      

                          	/s/ Brian
      J. Conway	 
	 	Name:
      	Brian
      J. Conway	 
	 	Title:
      	Managing
      Director	 


                  

                

              

            

          

          
             

          

        

        
           

          
            
              
                
                  
                    	 	TA
      SUBORDINATED DEBT FUND II, LP.	 
	 	By: 	TA
      Associates SDF II L.P., General Partner 	 
	 	By: 	TA
      Associates, Inc., its General Partner	 
	 	 	 	 
	
                             

                          	
                            By:
      

                          	/s/ Brian
      J. Conway	 
	 	Name:
      	Brian
      J. Conway	 
	 	Title:
      	Managing
      Director	 


                  

                   

                   

                  
                    [Amendment No. 2 to Stockholders
Agreement]

                     

                    
                      
                        
                        

                      

                      
                        
                        

                        
                          

                        

                      

                      
                        
                        

                      

                    

                     

                  

                

              

            

          

           

        

        
          
            
              
                
                  
                    	 	RHO
      INVESTORS:	 
	 	 	 
	 	RHO
      VENTURES IV, L.P.	 
	 	 	 
	 	By: 	Rho
      Management Ventures IV, L.L.C., General Partner	 
	 	 	 	 
	
                             

                          	
                            By:
      

                          	/s/ Habib
      Kairouz	 
	 	Name:
      	Habib
      Kairouz	 
	 	Title:
      	Managing
      Member	 


                  

                

              

            

          

          
             

          

        

        
          
            
              
                
                  
                    	 	
                            RHO
      VENTURES IV GmbH & CO. BETEILIGUNGS
      KG

                          	 
	 	 	 
	 	By: 	Rho
      Capital Partners Verwaltungs GmbH, General Partner	 
	 	 	 	 
	
                             

                          	
                            By:
      

                          	/s/ Habib
      Kairouz	 
	 	Name:
      	Habib
      Kairouz	 
	 	Title:
      	Managing
      Director	 


                  

                

              

            

          

        

        
           

          
            
              
                
                  
                    	 	RHO
      VENTURES IV (QP), L.P.	 
	 	 	 
	 	By: 	RHO
      Management Ventures IV, L.L.C., General
      Partner	 
	 	 	 	 
	
                             

                          	
                            By:
      

                          	/s/ Habib
      Kairouz	 
	 	Name:
      	Habib
      Kairouz	 
	 	Title:
      	Managing
      Member	 


                  

                

              

            

          

        

         

        
          
            
              
                
                  
                    	 	RHO
      MANAGEMENT TRUST I	 
	 	 	 
	 	By: 	
                            Rho
      Capital Partners, Inc., as Investment Adviser

                          	 
	 	 	 	 
	
                             

                          	
                            By:
      

                          	/s/ Habib
      Kairouz	 
	 	Name:
      	Habib
      Kairouz	 
	 	Title:
      	Managing
      Partner	 


                  

                

              

            

          

        

         

        
           

          
            [Amendment No. 2 to Stockholders
Agreement]