SHAREHOLDERS AGREEMENT



 Exhibit 4.2 
  

SHAREHOLDERS AGREEMENT 
  
 dated as of 
  
 May 2, 2005 
  
 among 
  
 NTELOS HOLDINGS CORP., 
  
 QUADRANGLE CAPITAL PARTNERS LP, 
  
 QUADRANGLE SELECT PARTNERS LP, 
  
 QUADRANGLE CAPITAL PARTNERS-A LP, 
  
 CITIGROUP VENTURE CAPITAL EQUITY PARTNERS, L.P., 
  
 CVC/SSB EMPLOYEE FUND, L.P., 
  
 CVC EXECUTIVE FUND LLC 
  
 and 
  
 THE MANAGEMENT SHAREHOLDERS NAMED HEREIN 







 TABLE OF CONTENTS 

  

			
	 	  	PAGE


	ARTICLE 1	  	 
	DEFINITIONS	  	 
		
	 Section 1.01. Definitions
	  	1
	 Section 1.02. Other Definitional and Interpretative Provisions
	  	11
		
	ARTICLE 2	  	 
	CORPORATE GOVERNANCE	  	 
		
	 Section 2.01. Composition of the Board
	  	12
	 Section 2.02. Removal
	  	12
	 Section 2.03. Vacancies
	  	13
	 Section 2.04. Meetings
	  	13
	 Section 2.05. Action by the Board
	  	13
	 Section 2.06. Conflicting Charter or Bylaw Provisions
	  	17
	 Section 2.07. Notice of Meeting
	  	17
	 Section 2.08. Subsidiary Governance
	  	17
	 Section 2.09. Affiliate Transactions
	  	17
	 Section 2.10. Board Observers
	  	17
		
	ARTICLE 3	  	 
	RESTRICTIONS ON TRANSFER	  	 
		
	 Section 3.01. General
	  	19
	 Section 3.02. Legends
	  	19
	 Section 3.03. Permitted Transferees
	  	20
	 Section 3.04. Restrictions on Transfers by the Institutional Shareholders
	  	20
	 Section 3.05. Restrictions on Transfers by the Management Shareholders
	  	21
		
	ARTICLE 4	  	 
	 TAG-ALONG RIGHTS; DRAG-ALONG
RIGHTS;
 PREEMPTIVE RIGHTS; LIQUIDITY EVENT
	  	 
		
	 Section 4.01. Rights to Participate in Transfer
	  	21
	 Section 4.02. Right to Compel Participation in Certain Transfers
	  	25
	 Section 4.03. Preemptive Rights
	  	28
	 Section 4.04. Purchase Option
	  	31
	 Section 4.05. Liquidity Event
	  	32

  

 i 









			
	ARTICLE 5	  	 
	REGISTRATION RIGHTS	  	 
		
	 Section 5.01. Demand Registration
	  	34
	 Section 5.02. Piggyback Registration
	  	37
	 Section 5.03. Lock-Up Agreements
	  	38
	 Section 5.04. Registration Procedures
	  	39
	 Section 5.05. Indemnification by the Company
	  	43
	 Section 5.06. Indemnification by Participating Shareholders
	  	44
	 Section 5.07. Conduct of Indemnification Proceedings
	  	44
	 Section 5.08. Contribution
	  	45
	 Section 5.09. Participation in Public Offering
	  	47
	 Section 5.10. Other Indemnification
	  	47
	 Section 5.11. Cooperation by the Company
	  	47
	 Section 5.12. No Transfer of Registration Rights
	  	47
		
	ARTICLE 6	  	 
	CERTAIN COVENANTS AND AGREEMENTS	  	 
		
	 Section 6.01. Confidentiality.
	  	47
	 Section 6.02. Information
	  	49
	 Section 6.03. Certain Financial Information
	  	50
	 Section 6.04. Business Opportunity
	  	50
	 Section 6.05. First Public Offering
	  	51
	 Section 6.06. Appointment of CVC Shareholder Representative
	  	51
		
	ARTICLE 7	  	 
	MISCELLANEOUS	  	 
		
	 Section 7.01. Entire Agreement
	  	52
	 Section 7.02. Binding Effect; Benefit
	  	53
	 Section 7.03. Assignability
	  	53
	 Section 7.04. Waiver; Amendment
	  	53
	 Section 7.05. Notices
	  	53
	 Section 7.06. Fees and Expenses
	  	55
	 Section 7.07. Headings
	  	55
	 Section 7.08. Counterparts
	  	55
	 Section 7.09. Applicable Law
	  	55
	 Section 7.10. Waiver of Jury Trial
	  	55
	 Section 7.11. Specific Enforcement
	  	55
	 Section 7.12. Consent to Jurisdiction
	  	56
	 Section 7.13. Severability
	  	56
	 Section 7.14. Recapitalization
	  	56
	 Section 7.15. No Inconsistent Agreements
	  	56
		
	 Exhibit A – Form of Joinder to Shareholders Agreement
	  	67

  

 ii 








 SHAREHOLDERS AGREEMENT 
  
 AGREEMENT (this “Agreement”) dated as of May 2, 2005 among (i) NTELOS Holdings Corp., a Delaware
corporation (the “Company”), (ii) Quadrangle Capital Partners LP, a Delaware limited partnership, Quadrangle Select Partners LP, a Delaware limited partnership, and Quadrangle Capital Partners-A LP, a Delaware limited
partnership (collectively, the “Quadrangle Entities”), (iii) Citigroup Venture Capital Equity Partners, L.P., a Delaware limited partnership (“CVC Equity”), CVC/SSB Employee Fund, L.P., a Delaware limited
partnership, CVC Executive Fund LLC, a Delaware limited liability company and the other Persons listed on the signature pages hereof under “CVC Entities” (collectively, the “CVC Entities” and, together with the Quadrangle
Entities, the “Institutional Shareholders”) and (iv) the Persons listed on the signature pages hereof under “Management Shareholders” (the “Management Shareholders”). 
  
 W I T N E S S E T H : 
  
 WHEREAS, pursuant to the Transaction Agreement (as defined below) certain
parties hereto own or will be acquiring Company Securities (as defined below); 
  
 WHEREAS, the parties hereto desire to enter into this Agreement to govern certain of their rights, duties and obligations after consummation of the transactions contemplated by the Transaction Agreement; 

 
 NOW, THEREFORE, the parties hereto agree as follows: 
  
 ARTICLE 1 
  
 DEFINITIONS 
  
 Section 1.01. Definitions. (a) The following terms, as used herein, have the following meanings: 
  
 “Adjusted Cost Price” means, with respect to each of the
Incentive Shares, $1.00 (including any Incentive Shares which have been converted into other shares of capital of the Company, and adjusted for any stock dividend payable upon, or subdivision or combination of, the Incentive Shares). 
  
 “Affiliate” means, with respect to any Person, any other
Person directly or indirectly controlling, controlled by or under common control with such Person, provided that no securityholder of the Company shall be deemed an Affiliate of any other securityholder solely by reason of any investment in
the Company. For 









 the purpose of this definition, the term “control” (including with correlative meanings, the terms
“controlling”, “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction
of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. 
  
 “Aggregate Ownership” means, with respect to any Shareholder or group of Shareholders, and with respect to any class of Company
Securities, the total amount of such class of Company Securities “beneficially owned” (as such term is defined in Rule 13d-3 of the Exchange Act) (without duplication) by such Shareholder or group of Shareholders as of the date of
such calculation, calculated on a Fully Diluted basis. 
  
 “Board” means the board of directors of the Company. 
  
 “Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in New York City are authorized by law to close. 
  
 “Bylaws” means the Bylaws of the Company, as amended from
time to time. 
  
 “Cause” shall exist with
respect to a Management Shareholder if such Management Shareholder has (i) committed an act of fraud, embezzlement, misappropriation or breach of fiduciary duty against the Company or any Subsidiary of the Company or a felony involving the
business, assets, customers or clients of the Company or any Subsidiary of the Company or has been convicted by a court of competent jurisdiction or has plead guilty or nolo contendere to any other felony; (ii) committed a material
breach of any written confidentiality, non-compete, non-solicitation or business opportunity covenant contained in any agreement entered into by such Management Shareholder and the Company or any of its Affiliates; or (iii) substantially failed
to perform such Management Shareholder’s duties to the Company or any Subsidiary, including by committing a material breach of any written covenant contained in any agreement entered into by such Management Shareholder and the Company or any
Subsidiary of the Company (other than a confidentiality, non-compete, non-solicitation or business opportunity covenant) after written notice and an opportunity to cure (not to exceed 30 days) (it being understood that conduct pursuant to a
Management Shareholder’s exercise of good faith business judgment should not constitute “Cause”). 
  
 “Change-of-Control” means, with respect to the Company, (i) prior to the consummation of the First Public Offering, the acquisition
by any Person or 
  

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 “group” (within the meaning of Section 13(d)(3) of the Exchange Act) of Aggregate Ownership of Common
Stock in excess of the Aggregate Ownership of Common Stock of both the Quadrangle Entities, taken as a whole, and the CVC Entities, taken as a whole, (ii) following the consummation of the First Public Offering, the acquisition by any Person or
any such “group” (other than the Institutional Shareholders and their Permitted Transferees) of securities of the Company representing more than 51% of the combined voting power of the Company’s then outstanding voting securities with
respect to matters submitted to a vote of the stockholders generally, and (iii) at any time, a sale or transfer by the Company of substantially all of the consolidated assets of the Company and its Subsidiaries to a Person that is not an
Affiliate of the Company prior to such sale or transfer. 
  
 “Charter” means the Amended and Restated Certificate of Incorporation of the Company, as the same may be amended from time to time. 
  
 “Class A Common Stock” means the Class A Common Stock, par value $.01 per share, of the Company having the rights, including voting
rights, described in the Charter and any stock into which such Class A Common Stock may thereafter be converted or changed. “Class A Common Shares” means shares of Class A Common Stock. 
  
 “Class L Common Stock” means the Class L Common Stock, par
value $.01 per share, of the Company having the rights described in the Charter and any stock into which such Class L Common Stock may thereafter be converted or changed. “Class L Common Shares” means shares of Class L Common Stock.

  
 “Closing Date” means May 2, 2005.

  
 “Code” means the Internal Revenue Code of
1986. 
  
 “Common Stock” means the Class A
Common Stock and the Class L Common Stock. “Common Shares” means shares of Common Stock. 
  
 “Company Securities” means (i) the Common Stock, (ii) securities convertible into or exchangeable for Common Stock, and
(iii) options, warrants or other rights to acquire Common Stock or any other equity or equity-linked security issued by the Company. 
  
 “Drag-Along Portion” means, with respect to any Management Shareholder and any class of Company Securities, the product of (i) the
Aggregate Ownership of Company Securities by such Management Shareholder of such class of Company Securities, times (ii) a fraction, the numerator of which is the number of Company Securities proposed to be sold by the Institutional
Shareholders in the applicable Compelled Sale under Section 4.02 and the denominator of which is the Aggregate Ownership of Company Securities by the Institutional Shareholders. 
  

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 “Exchange Act” means the Securities Exchange Act of 1934. 
  
 “Fair Market Value” means, with respect to any purchase of
Incentive Shares pursuant to Section 4.04, the fair market value as determined by the Board in its good faith judgment, using commonly accepted valuation techniques where applicable, based upon the amount that would be recovered by the holder
of such Incentive Share if all of the capital stock of the Company were sold to a buyer in a single transaction and the proceeds from such transaction were allocated to the holders of the capital stock of the Company as if the proceeds were
distributed in a liquidation of the Company pursuant to the Charter. 
  
 “First Public Offering” means the first Public Offering after the date hereof. 
  
 “Five Percent Shareholder” means a Shareholder whose Aggregate Ownership of Common Shares divided by the Aggregate Ownership of such
Common Shares by all Shareholders is 5% or more. 
  
 “Fully Diluted” means, with respect to any class of Company Securities, all outstanding shares of such class of Company Securities and all shares issuable in respect of securities convertible into or exchangeable for such
shares, all stock appreciation rights, options, warrants and other rights to purchase or subscribe for shares of such class of Company Securities or securities convertible into or exchangeable for shares of such class of Company Securities.

  
 “GAAP” means generally accepted accounting
principles in the United States. 
  
 “Incentive
Shares” means any and all of the Class A Common Shares and all other securities of the Company (or a successor to the Company) received on account of ownership of Class A Common Shares, including any and all securities issued in
connection with any merger, consolidation, stock dividend, stock distribution, stock split, reverse stock split, stock combination, recapitalization, reclassification, subdivision, conversion or similar transaction in respect thereof. 
  
 “Initial Ownership” means, with respect to any Shareholder
and any class of Company Securities, the Aggregate Ownership of such class by such Shareholder as of the date hereof, or, in the case of any Person who shall become a party to this Agreement on a later date, as of such later date, in each case
taking into account any stock split, stock dividend, reverse stock split or similar event. 
  

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 “Joint Venture” means any joint venture, partnership or other similar arrangement of
which the Company or any Subsidiary is a member. 
  
 “Liquidity Event” means (i) the consummation of the First Public Offering if such First Public Offering realizes at least $50,000,000 in gross proceeds (including gross proceeds received upon exercise of any
over-allotment option by the underwriters) and results in Common Stock being registered on a nationally recognized stock exchange or interdealer quotation system or (ii) a sale or other disposition of all of the Company and the Subsidiaries,
whether such sale is structured as a merger, stock sale, asset sale or otherwise. 
  
 “NASD” means the National Association of Securities Dealers, Inc. 
  
 “Permitted Transferee” means 
  
 (i) in the case of any Quadrangle Entity, (A) any other Quadrangle Entity, (B) any general or limited partner of any Quadrangle
Entity, and any corporation, partnership or other Person that is an Affiliate of any such general or limited partner (collectively, “Quadrangle Affiliates”), (C) any managing director, general partner, director, limited
partner, officer or employee of any Quadrangle Entity or any Quadrangle Affiliate, or any spouse, lineal descendent, sibling, parent, heir, executor, administrator, testamentary trustee, legatee or beneficiary of any of the foregoing persons
described in this clause (C) (collectively, “Quadrangle Associates”), or (D) any trust the beneficiaries of which, any charitable trust the grantor of which or any corporation, limited liability company or partnership the
stockholders, members or general or limited partners of which, include only the Quadrangle Entities, Quadrangle Affiliates, Quadrangle Associates, their spouses or their lineal descendants; 
  
 (ii) in the case of any CVC Entity, (A) any other CVC
Entity, (B) any general or limited partner of CVC Entity, and any corporation, partnership or other Person that is an Affiliate of any such general or limited partner (collectively, “CVC Affiliates”), (C) any managing
director, general partner, director, limited partner, officer or employee of any CVC Entity or any CVC Affiliate, or any spouse, lineal descendent, sibling, parent, heir, executor, administrator, testamentary trustee, legatee or beneficiary of any
of the foregoing persons described in this clause (C) (collectively, “CVC Associates”), or (D) any trust the beneficiaries of which, any charitable trust the grantor of which or any corporation, limited liability company
or partnership the stockholders, members or general or limited partners of which, include only the CVC Entities, CVC Affiliates, CVC Associates, their spouses or their lineal descendants; and 
  

 5 








 (iii) in the case of any Management Shareholder, (A) a Person to whom Common Shares
are Transferred from such Management Shareholder (1) by will or the laws of descent and distribution or (2) by gift without consideration of any kind, provided that, in the case of clause (2), such transferee is the spouse or the
lineal descendant, sibling or parent of such Management Shareholder, or (B) a trust that is for the exclusive benefit of such Management Shareholder or its Permitted Transferees under (A) above. 
  
 “Person” means an individual, corporation, limited liability
company, partnership, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. 
  
 “Public Offering” means an underwritten public offering of Registrable Securities of the Company pursuant
to an effective registration statement under the Securities Act, other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form or a registration statement relating to a Unit Offering. 
  
 “Registrable Securities” means, at any time, any Common
Shares until (i) a registration statement covering such Common Shares has been declared effective by the SEC and such Common Shares have been disposed of pursuant to such effective registration statement, (ii) such Common Shares are sold
under circumstances in which all of the applicable conditions of Rule 144 (or any similar provisions then in force) under the Securities Act are met or such Common Shares may be sold pursuant to Rule 144(k) or (iii) such Common Shares are
otherwise Transferred, the Company has delivered a new certificate or other evidence of ownership for such Common Shares not bearing the legend required pursuant to this Agreement and such Common Shares may be resold without subsequent registration
under the Securities Act; provided that in no event shall any Unvested Incentive Shares be considered Registrable Securities. 
  
 “Registration Expenses” means any and all expenses incident to the performance of or compliance with any registration or marketing of
securities, including all (i) registration and filing fees, and all other fees and expenses payable in connection with the listing of securities on any securities exchange or automated interdealer quotation system, (ii) fees and expenses
of compliance with any securities or “blue sky” laws (including reasonable fees and disbursements of counsel in connection with “blue sky” qualifications of the securities registered), (iii) expenses in connection with the
preparation, printing, mailing and delivery of any registration statements, prospectuses and other documents in connection therewith and any amendments or supplements thereto, (iv) security engraving and printing expenses, (v) internal
expenses of the Company (including all 
  

 6 








 salaries and expenses of its officers and employees performing legal or accounting duties), (vi) reasonable fees and
disbursements of counsel for the Company and customary fees and expenses for independent certified public accountants retained by the Company (including the expenses relating to any comfort letters or costs associated with the delivery by
independent certified public accountants of any comfort letters requested pursuant to Section 5.04(h)), (vii) reasonable fees and expenses of any special experts retained by the Company in connection with such registration,
(viii) reasonable fees and expenses of the Shareholders, including one counsel for all of the Shareholders participating in the offering selected (A) by the Institutional Shareholders, in the case of any offering in which such Shareholders
participate, or (B) in any other case, by the Shareholders holding the majority of the Registrable Securities to be sold for the account of all Shareholders in the offering, (ix) fees and expenses in connection with any review by the NASD
of the underwriting arrangements or other terms of the offering, and all fees and expenses of any “qualified independent underwriter,” including the fees and expenses of any counsel thereto, (x) fees and disbursements of underwriters
customarily paid by issuers or sellers of securities, but excluding any underwriting fees, discounts and commissions attributable to the sale of Registrable Securities, (xi) costs of printing and producing any agreements among underwriters,
underwriting agreements, any “blue sky” or legal investment memoranda and any selling agreements and other documents in connection with the offering, sale or delivery of the Registrable Securities, (xii) transfer agents’ and
registrars’ fees and expenses and the fees and expenses of any other agent or trustee appointed in connection with such offering, (xiii) expenses relating to any analyst or investor presentations or any “road shows” undertaken in
connection with the registration, marketing or selling of the Registrable Securities, (xiv) fees and expenses payable in connection with any ratings of the Registrable Securities, including expenses relating to any presentations to rating
agencies and (xv) all out-of pocket costs and expenses incurred by the Company or its appropriate officers in connection with their compliance with Section 5.04(m). 
  
 “Rule 144” means Rule 144 (or any successor provisions) under the Securities Act. 
  
 “SEC” means the Securities and Exchange Commission.

  
 “Securities Act” means the Securities Act of
1933. 
  
 “Shareholder” means each Person (other
than the Company) who shall be a party to or bound by this Agreement, whether in connection with the execution and delivery hereof as of the date hereof, pursuant to Sections 3.03 or 7.03 or otherwise, so long as such Person shall “beneficially
own” (as such term is defined in Rule 13d-3 of the Exchange Act) any Company Securities. 
  

 7 








 “Subsidiary” means, with respect to any Person, any entity of which securities or other
ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by such Person. 
  
 “Tag-Along Portion” means, with respect to any Tagging
Person in connection with a Tag-Along Sale, the product of (i) the Aggregate Ownership by the Tagging Person immediately prior to such Transfer of the class of Common Stock proposed to be Transferred in such Tag-Along Sale by the Tag-Along
Seller, times (ii) a fraction, the numerator of which is the maximum number of Common Shares proposed to be Transferred by the Tag-Along Seller in such Tag-Along Sale and the denominator of which is the Aggregate Ownership of Common
Shares by all Shareholders at such time. 
  
 “Termination
with Cause” means termination of a Management Shareholder’s employment with the Company and all of its Subsidiaries that is determined by the Board acting in good faith to be a Termination for Cause. 
  
 “Termination without Cause” means any termination of a
Management Shareholder’s employment by the Company and all of its Subsidiaries that is not determined by the Board acting in good faith to be a Termination with Cause. 
  
 “Transaction Agreement” means the Transaction Agreement dated as of January 18, 2005 by and among
NTELOS Inc., Project Holdings Corp. (as predecessor to the Company), Project Merger Sub Corp. and certain shareholder signatories thereto, as amended. 
  
 “Transfer” means, with respect to any Company Security, (i) when used as a verb, to sell, assign, dispose of, exchange, pledge,
encumber, hypothecate or otherwise transfer such security or any participation or interest therein, whether directly or indirectly, or agree or commit to do any of the foregoing and (ii) when used as a noun, a direct or indirect sale,
assignment, disposition, exchange, pledge, encumbrance, hypothecation or other transfer of such security or any participation or interest therein or any agreement or commitment to do any of the foregoing. 
  
 “Unit Offering” shall mean a Public Offering of a
combination of debt and equity securities of the Company in which (i) not more than ten percent (10%) of the gross proceeds received from the sale of such securities is attributed to such equity securities, and (ii) after giving
effect to such offering, the Company does not have a class of equity securities required to be registered under the Exchange Act. 
  

 8 








 “Unvested Incentive Shares” means that portion of the aggregate Incentive Shares held by
the applicable Management Shareholder that does not consist of Vested Incentive Shares. 
  
 “Vested Incentive Shares” means that portion of the aggregate Incentive Shares held by the applicable Management Shareholder equal to the following percentages: (i) prior to the first anniversary
of the Closing Date, 0%; (ii) after the first anniversary of the Closing Date, and on or prior to the second anniversary of the Closing Date, 25%; (iii) after the second anniversary of the Closing Date, and on or prior to the third
anniversary of the Closing Date, 50%; (iv) after the third anniversary of the Closing Date, and on or prior to the fourth anniversary of the Closing Date, 75%; and (v) after the fourth anniversary of the Closing Date, 100%; provided
that upon (x) a Change-of-Control, 100% of the Incentive Shares held by any single Management Shareholder will become Vested Incentive Shares, (y) the First Public Offering, an additional 25% will become Vested Incentive Shares (for
example, if between the first and second anniversary of the Closing Date the First Public Offering occurs, at the second anniversary of the Closing Date the Incentive Shares would be 75% vested and at the third anniversary of the Closing Date the
Incentive Shares would be 100% vested) and (z) a Termination without Cause of such Management Shareholder after the first anniversary of the Closing Date an additional portion of such Management Shareholder’s Incentive Shares scheduled to
become Vested Incentive Shares by the next anniversary of the Closing Date will become Vested Incentive Shares determined by multiplying the number of such Management Shareholder’s Incentive Shares that would have become Vested Incentive Shares
upon the next anniversary of the Closing Date times a fraction, the numerator of which is the number of full calendar quarters that as of the date of such Management Shareholder’s termination of employment have elapsed since the last
anniversary of the Closing Date and the denominator of which is four. Upon the exercise of options for Incentive Shares by a Management Shareholder, such Incentive Shares shall be considered Vested Incentive Shares for purposes of this Agreement,
provided that such Incentive Shares shall not be included for purposes of determining the percentages in the immediately preceding sentence. 
  
 (b) The term “Quadrangle Entities”, to the extent such parties shall have transferred any of their Company Securities to
“Permitted Transferees”, shall mean the Quadrangle Entities and the Permitted Transferees of the Quadrangle Entities, taken together, and any right or action that may be exercised or taken at the election of the Quadrangle Entities
may be taken at the election of the Quadrangle Entities and such Permitted Transferees. 
  

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 (c) The term “CVC Entities”, to the extent such parties shall have transferred any of
their Company Securities to “Permitted Transferees”, shall mean the CVC Entities and the Permitted Transferees of the CVC Entities, taken together, and any right or action that may be exercised or taken at the election of the CVC
Entities may be taken at the election of the CVC Entities and such Permitted Transferees. 
  
 (d) The term “Management Shareholder”, to the extent any such party shall have transferred any of its Company Securities to “Permitted Transferees”, shall mean such Management
Shareholder and the Permitted Transferees of such Management Shareholder, taken together, and any right or action that may be exercised or taken at the election of such Management Shareholder may be taken at the election of such Management
Shareholder and such Permitted Transferees. 
  
 (e) Each of the
following terms is defined in the Section set forth opposite such term: 
  

			
	 Term

	  	 Section


	 Agreement
	  	Preamble
	 Board Representative
	  	2.10
	 Company
	  	Preamble
	 Compelled Sale
	  	4.02(a)
	 Compelled Sale Notice
	  	4.02(a)
	 Compelled Sale Notice Period
	  	4.02(a)
	 Compelled Sale Price
	  	4.02(a)
	 Competing Activity
	  	6.04
	 Confidential Information
	  	6.01(b)
	 CVC Entities
	  	Preamble
	 CVC Equity
	  	Preamble
	 CVC Representative
	  	6.06(a)
	 Damages
	  	5.05
	 Demand Registration
	  	5.01(a)
	 Drag-Along Rights
	  	4.02(a)
	 Eligible Shareholder
	  	4.02(a)
	 Escrow Account
	  	4.02(d)
	 Escrow Agent
	  	4.02(d)
	 Escrow Amount
	  	4.02(d)
	 Escrow Notice
	  	4.02(d)
	 Financial Advisor
	  	4.05(a)
	 Indemnified Party
	  	5.07
	 Indemnifying Party
	  	5.07
	 Inspectors
	  	5.04(g)
	 Institutional Shareholders
	  	Preamble

  

 10 









			
	 Term

	  	 Section


	 Issuance Notice
	  	4.03(a)
	 Liquidity Event Notice
	  	4.05(b)
	 Lock-Up Period
	  	5.03
	 Maximum Offering Size
	  	5.01(e)
	 New Common Stock
	  	6.05
	 New Securities
	  	4.03(a)
	 Option Purchase Price
	  	4.04(c)
	 Management Shareholders
	  	Preamble
	 Piggyback Registration
	  	5.02(a)
	 Pro Rata Share
	  	4.03(a)
	 Purchase Option
	  	4.04(a)
	 Quadrangle Entities
	  	Preamble
	 Recommended Liquidity Event
	  	4.05(b)
	 Records
	  	5.04(g)
	 Registering Shareholders
	  	5.01(a)
	 Replacement Nominee
	  	2.03(a)
	 Representatives
	  	6.01(b)
	 Requesting Shareholder
	  	5.01(a)
	 Shareholder
	  	7.03
	 Tag-Along Notice
	  	4.01(a)
	 Tag-Along Notice Period
	  	4.01(a)
	 Tag-Along Offer
	  	4.01(a)
	 Tag-Along Response Notice
	  	4.01(a)
	 Tag-Along Right
	  	4.01(a)
	 Tag-Along Sale
	  	4.01(a)
	 Tag-Along Seller
	  	4.01(a)
	 Tagging Person
	  	4.01(a)
	 Termination Date
	  	4.04(a)

  
 Section 1.02.
Other Definitional and Interpretative Provisions. Unless specified otherwise, in this Agreement the obligations of any party consisting of more than one person are joint and several. The words “hereof”, “herein” and
“hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be
ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto
or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this
Agreement. Any singular term in this Agreement shall be deemed 
  

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 to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or
“including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”,
“written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to a statute are to that statute, as amended from time to time, and to the rules and
regulations promulgated thereunder. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. References to any Person include
the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. 
  
 ARTICLE 2 
  
 CORPORATE GOVERNANCE 
  
 Section 2.01. Composition of the Board. (a) The Board shall consist of seven directors, of whom three directors will be designated by the
Quadrangle Entities, three directors will be designated by the CVC Entities and one director will be the chief executive officer of the Company for so long as he or she is employed by the Company. 
  
 (b) Each Shareholder entitled to vote for the election of directors to the
Board agrees that it will vote its Common Shares or execute written consents, as the case may be, and take all other necessary action (including causing the Company to call a special meeting of Shareholders) in order to ensure that the composition
of the Board is as set forth in this Section 2.01. 
  
 (c)
The Company agrees to cause each individual designated pursuant to Section 2.01(a) or 2.03 to be nominated to serve as a director on the Board, and to take all other necessary actions (including calling a special meeting of the Board and/or
shareholders) to ensure that the composition of the Board is as set forth in this Section 2.01. 
  
 Section 2.02. Removal. Each Shareholder agrees that if, at any time, it is then entitled to vote for the removal of directors of the Company,
it will not vote any of its Common Shares in favor of the removal of any director who shall have been designated or nominated in accordance with Section 2.01, unless the Person or Persons entitled to designate or nominate such director shall
have consented to such removal in writing, provided that if the Person or Persons entitled to designate or nominate any director pursuant to Section 2.01 shall request in writing the removal, with or without cause, of such director, each
Shareholder shall vote its Common Shares in favor of such removal. 
  

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 Section 2.03. Vacancies. If, as a result of death, permanent disability, retirement,
resignation, removal (with or without Cause) or otherwise, there shall exist or occur any vacancy on the Board: 
  
 (a) the Person or Persons entitled under Section 2.01 to designate or nominate such director whose death, permanent disability, retirement,
resignation or removal resulted in such vacancy may, subject to the provisions of Section 2.01, designate another individual (the “Replacement Nominee”) to fill such vacancy and serve as a director of the Company; and

  
 (b) subject to Section 2.01, each Shareholder then
entitled to vote for the election of the Replacement Nominee as a director of the Company agrees that it will vote its Common Shares, or execute a proxy or written consent, as the case may be, in order to ensure that the Replacement Nominee be
elected to the Board. 
  
 Section 2.04. Meetings. The
Board shall hold a regularly scheduled meeting at least once every calendar quarter. 
  
 Section 2.05. Action by the Board. (a) A quorum of the Board shall consist of a majority of the directors, provided that such majority shall include at least two directors designated by the
Quadrangle Entities and at least two directors designated by the CVC Entities. 
  
 (b) All actions of the Board shall require (i) the affirmative vote of at least a majority of the directors present at a duly convened meeting of the Board at which a quorum is present (in person or
telephonically), provided that such majority shall include at least two directors designated by the Quadrangle Entities and at least two directors designated by the CVC Entities or (ii) the unanimous written consent of the Board,
provided that, in the event that there is a vacancy on the Board and an individual has been nominated to fill such vacancy, the first order of business shall be to fill such vacancy. 
  
 (c) The Board may create executive, compensation, audit and such other committees as it may determine. The Quadrangle
Entities and the CVC Entities shall have the right to designate a number of directors comprising each such committee that is proportionate to the number of directors that such Shareholders are entitled to designate pursuant to Section 2.01;
provided that no such Shareholder shall have the right to designate any member of a special committee formed in connection with any transaction, or proposed transaction, between the Company or any Subsidiary, on the one hand, and such
Shareholder or an Affiliate of such Shareholder, on the other hand. 
  

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 (d) No action by the Company (including but not limited to any action by the Board or any committee
thereof) shall be taken after the date hereof, and the Company shall not permit any action to be taken by any Subsidiary or any Joint Venture (but only, with respect to any Joint Venture, to the extent that the Company or a Subsidiary has the right
pursuant to the terms of such Joint Venture to not permit such action to be taken), with respect to any of the following matters without the affirmative approval of the Board: 
  
 (i) except with a transaction to be consummated pursuant to Section 4.05, (1) any merger or
consolidation of the Company, any Subsidiary or any Joint Venture with or into any Person, other than a wholly owned Subsidiary, or of any Subsidiary or Joint Venture with or into any Person other than the Company or any other wholly owned
Subsidiary, (2) any sale of the Company, any Subsidiary, any Joint Venture or any significant operations of the Company, any Subsidiary or any Joint Venture or (3) any acquisition or disposition of assets, business, operations or
securities by the Company, any Subsidiary or any Joint Venture (in a single transaction or a series of related transactions) having a value in each case in this clause (3) in excess of $1,000,000; 
  
 (ii) the declaration of any dividend on or the making of any
distribution with respect to, or the recapitalization, reclassification, redemption, repurchase or other acquisition of, any securities of the Company, any Subsidiary or any Joint Venture, except (i) as expressly permitted by this Agreement or
the Charter and (ii) any dividend made from a Subsidiary of the Company to another Subsidiary of the Company or from a Subsidiary of the Company to the Company; 
  
 (iii) any liquidation, dissolution, commencement of bankruptcy, liquidation or similar proceedings with
respect to the Company, any Subsidiary or any Joint Venture; 
  
 (iv) any incurrence, refinancing, alteration of material terms or prepayment by the Company, any Subsidiary or any Joint Venture of indebtedness for borrowed money (or the guaranty by the Company, any Subsidiary or
any Joint Venture of any such indebtedness), or the issuance or registration with the SEC of any security by the Company, any Subsidiary or any Joint Venture, in each case other than (i) pursuant to the First Lien Credit Agreement dated as of
February 24, 2005, among NTELOS Inc., the subsidiary guarantors named therein, the initial lenders, initial issuing bank and swing line bank each as named therein, Morgan Stanley Senior Funding, Inc., as administrative agent, Morgan
Stanley & Co. Incorporated, as collateral agent and Bear Stearns Corporate Lending Inc., as syndication agent, (ii) the Second Lien Credit Agreement dated as of February 24, 2005, among NTELOS Inc., the subsidiary guarantors named
therein, the lenders named therein, Morgan Stanley Senior Funding, Inc., as administrative agent, Morgan Stanley & Co. Incorporated, as collateral agent and Bear Stearns Corporate Lending Inc., 
  

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 as syndication agent, (iii) pursuant to any other revolving credit agreement previously approved by
the Board in compliance with this Section 2.05(d), (iv) pursuant to any employee or stock option plans previously approved by the Board in compliance with this Section 2.05(d) or (v) as specifically contemplated by this
Agreement; 
  
 (v) any individual or related
series of capital expenditures or capital leases which are inconsistent with the annual capital expenditure budget approved by the Board in compliance with this Section 2.05(d); 
  
 (vi) any entering into, amending or modifying in any material respect any agreement of the Company, any
Subsidiary or any Joint Venture, which is material to the Company and its Subsidiaries as a whole; 
  
 (vii) any entering into of any agreement, indenture or other instrument that contains any provision that would restrict either the payment
of dividends on the Common Stock or the repurchase of Class A Common Stock in accordance with Section 4.04; 
  
 (viii) any determination of compensation, benefits, perquisites or other incentives for officers of the Company, any Subsidiary or any
Joint Venture or the approval or amendment of any plans or contracts in connection therewith, any approval or amendment to any equity or other compensation or benefit plans for employees of the Company, Subsidiary or any Joint Venture or the grant
of any stock option or other equity compensation to any employee of the Company, any Subsidiary or any Joint Venture, other than any such determinations, amendments or grants (i) required by law, (ii) to satisfy agreements currently in
place or deliver the benefits intended thereunder and (iii) renew insurance or administrative service contracts relating to benefits plans if such renewals come due in the ordinary course; 
  
 (ix) any appointment or dismissal of any of the Chief
Executive Officer, President, Chief Financial Officer, Chief Operating Officer, any division head or any other executive officer in any similar capacity of the Company, any Subsidiary or any Joint Venture; 
  

 15 








 (x) any change in accounting or tax principles, policies with respect to the financial
statements, records or affairs of the Company, any Subsidiary or any Joint Venture, except as required by generally accepted accounting principles or by law or any other matters that could affect any regulatory status or tax liability of the Company
or any such Subsidiary or Joint Venture; 
  
 (xi)
any appointment or removal of the auditors, regular legal counsel, financial advisors, underwriters, investment bankers or company-wide insurance providers of the Company, any Subsidiary or any Joint Venture; 
  
 (xii) any exercise or waiver of the Company’s rights
under this Agreement, any amendment to the Charter or Bylaws or any adoption of or amendment to the certificate of incorporation, bylaws or other organizational documents of any Subsidiary or Joint Venture; 
  
 (xiii) any approval of the annual business plan, budget,
capital expenditure budget or long-term strategic plan of the Company, any Subsidiary or any Joint Venture; 
  
 (xiv) any modification of the long-term business strategy or scope of the business of the Company, any Subsidiary or any Joint Venture;

  
 (xv) any increase or decrease to the number
of directors that comprise the entire board of directors or similar governing body of the Company, any Subsidiary or any Joint Venture; 
  
 (xvi) any contract with, obligation to or transaction or series of transactions between, the Company, any Subsidiary or any Joint Venture,
on the one hand, and one or more of its stockholders, other equityholders or their respective Affiliates, on the other hand; 
  
 (xvii) any initiation or settlement of any significant litigation, arbitration, mediation or other dispute resolution proceeding;

  
 (xviii) the taking of any significant action,
including the making of any significant filing, with respect to any governmental or regulatory body, agency, official or authority, including applications for new regulatory licenses, requests for transfers or assignments of existing regulatory
licenses or participation in material rulemakings or other policy proceedings; or 
  

 16 








 (xix) the entry into, or the termination, disposition or material amendment of the terms
of, any Joint Venture. 
  
 Section 2.06. Conflicting
Charter or Bylaw Provisions. Each Shareholder shall vote its Common Shares or execute proxies or written consents, as the case may be, and shall take all other actions necessary, to ensure that the Company’s Charter and Bylaws
(i) facilitate, and do not at any time conflict with, any provision of this Agreement and (ii) permit each Shareholder to receive the benefits to which each such Shareholder is entitled under this Agreement. 
  
 Section 2.07. Notice of Meeting. Each director shall receive
notice and the agenda of each meeting of the Board or any committee thereof at least five days prior to such meeting. 
  
 Section 2.08. Subsidiary Governance. The Company and each Shareholder agree that the Quadrangle Entities and the CVC Entities shall have the
right to designate a number of directors comprising the board of directors of each Subsidiary and each committee thereof that is proportionate to the number of directors that such Shareholders are entitled to designate pursuant to Section 2.01.
Each Shareholder agrees to vote its Common Shares and to cause its representatives on the Board, subject to their fiduciary duties, to vote and take other appropriate action to effectuate the agreements in this Section 2.08 in respect of any
Subsidiary. 
  
 Section 2.09. Affiliate Transactions.
The Company shall not, and shall not permit any of its Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or
amend any transaction, contract, agreement, understanding, loan, advance or guarantee with or for the benefit of, any Affiliate of the Company, unless (i) such transaction is on terms that are no less favorable to the Company or such Subsidiary
than those that would have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person, (ii) if a Quadrangle Entity or any Affiliate of a Quadrangle Entity is a party to such transaction, CVC Equity
shall have consented to such transaction in its capacity as a stockholder of the Company and (iii) if a CVC Entity or any Affiliate of a CVC Entity is a party to such transaction, each Quadrangle Entity shall have consented to such transaction
in its capacity as stockholder of the Company. 
  
 Section 2.10. Board Observers. During the periods described below in this Section 2.10, each Quadrangle Entity and each CVC Entity shall have the right to appoint a representative (collectively, the “Board
Representatives”) to attend each meeting of the Board as a non-voting observer, whether such meeting 
  

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 is conducted in person or by teleconference. The Board Representatives shall have the right to present matters for
consideration by the Board and to speak on matters presented by others. Subject to the confidentiality provisions of this Section 2.10, the Company shall cause the Board Representatives to be provided with all communications and materials that
are provided by the Company or its consultants to the members of the Board generally, at the same time and in the same manner that such communications and materials are provided to such members, including all notices, board packages, reports,
presentations, minutes and consents. The Board Representatives shall be entitled to meet and consult with the senior executive management team of the Company on a quarterly basis to discuss the quarterly and annual business plans of the Company and
the Company’s Subsidiaries and to review the progress of the Company and the Company’s Subsidiaries in achieving their plans. In addition, upon request to the chief executive officer of the Company, the members of the senior executive
management team of the Company shall make themselves available during normal business hours to meet with the Board Representatives on an interim basis, as the Board Representatives may reasonably request from time to time. 
  
 The Company shall use its reasonable best efforts to notify the Board
Representatives of any significant business issues or initiatives affecting the Company or the Company’s Subsidiaries, such as changes in the Company’s capital structure, incurrence of any significant indebtedness, significant business
acquisitions, dispositions or similar transactions, developments or proposals entailing a potentially significant liability, nomination of directors, appointment or election of senior management personnel, and adoption of contracts, plans or other
compensation arrangements covering senior management personnel. Whenever reasonably practicable, such notice shall be provided to the Board Representatives in a manner that affords the Board Representatives an opportunity to consult with the Company
prior to any significant action on such issues or initiatives. Upon reasonable request by the Board Representatives to the chief executive officer of the Company, the Board Representatives shall be entitled, at their cost and expense, to inspect the
books and records and the facilities of the Company and the Company’s Subsidiaries during normal business hours and to request and receive reasonable information regarding the financial condition and operations of the Company and the
Company’s Subsidiaries. The right of each Quadrangle Entity and each CVC Entity to appoint a Board Representative, and the rights of such Board Representatives described above, shall exist solely during the periods, if any, in which such entity
is intended to qualify as a “venture capital operating company” under U.S. Department of Labor Regulation 29 C.F.R. Section 2510.3-101 and such entity does not possess the right to elect or appoint a member of the Board.
Notwithstanding any other provision of this Section 2.10 to the contrary, the Board shall have the right to keep confidential from the Board Representatives for such period of time as the Board deems 
  

 18 








 reasonable any information and copies of written materials the Company is required by law or agreement with a third party
to keep confidential. As a condition of the exercise of their rights under this Section 2.10, the Board Representatives shall enter into such agreements or undertakings with the Company to maintain the confidentiality of information provided to
them in connection with the exercise of such rights as the Company may reasonably request. 
  
 ARTICLE 3 
  
 RESTRICTIONS ON TRANSFER 
  
 Section 3.01. General. (a) Each Shareholder understands and agrees that the Company Securities acquired pursuant to the Transaction Agreement have not been registered under the Securities Act and are
restricted securities thereunder. Each Shareholder agrees that it will not Transfer any Company Securities (or solicit any offers in respect of any Transfer of any Company Securities), except in compliance with, or pursuant to an applicable
exemption from, the Securities Act, any applicable foreign or state securities or “blue sky” laws, and the terms and conditions of this Agreement. 
  
 (b) Any attempt to Transfer any Company Securities not in compliance with this Agreement shall be null and void and the Company shall not, and shall cause
any transfer agent not to, give any effect in the Company’s stock records to such attempted Transfer. 
  
 Section 3.02. Legends. (a) In addition to any other legend that may be required, each certificate for Company Securities that is issued
to any Shareholder shall bear a legend in substantially the following form: 
  
 “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY FOREIGN OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE THEREWITH. THIS SECURITY IS ALSO
SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE SHAREHOLDERS’ AGREEMENT DATED AS OF MAY 2, 2005, AS AMENDED, COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM NTELOS HOLDINGS CORP. OR ANY SUCCESSOR THERETO.” 

 
 (b) If any Company Securities shall be either (i) disposed of
pursuant to a registration statement that has been declared effective by the SEC or (ii) sold under circumstances in which all of the applicable conditions of Rule 144 are met, the Company, upon the written request of the holder thereof, shall
issue to such 
  

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 holder a new certificate evidencing such shares without the first sentence of the legend required by Section 3.02(a)
endorsed thereon. If any Company Securities cease to be subject to any and all restrictions on Transfer set forth in this Agreement, the Company, upon the written request of the holder thereof, shall issue to such holder a new certificate evidencing
such Company Securities without the second sentence of the legend required by Section 3.02(a) endorsed thereon. 
  
 Section 3.03. Permitted Transferees. (a) Notwithstanding anything in this Agreement to the contrary, any Shareholder may at any time
Transfer any or all of its Company Securities to one or more of its Permitted Transferees without the consent of the Board or any Management Shareholder or group of Shareholders and without compliance with Sections 3.04, 3.05, 4.01 and 4.02 so long
as (a) such Permitted Transferee shall have agreed in writing to be bound by the terms of this Agreement in the form of Exhibit A attached hereto and (b) the Transfer to such Permitted Transferee is not in violation of applicable federal
or state securities laws. 
  
 (b) If any Permitted Transferee of
any Shareholder to which Common Shares have been transferred ceases to be a Permitted Transferee of such Shareholder, such Permitted Transferee shall, and such Shareholder shall cause such Permitted Transferee to, transfer back to such Shareholder
(or to another Permitted Transferee of such Shareholder) any Common Shares it owns on or prior to the date that such Permitted Transferee ceases to be a Permitted Transferee of such Shareholder. 
  
 Section 3.04. Restrictions on Transfers by the Institutional
Shareholders. (a) Except as provided in Section 3.03, each Institutional Shareholder may transfer its Company Securities only as follows: 
  
 (i) in a Transfer to which CVC Equity (in the case of a Transfer by any of the Quadrangle Entities) consents or the Quadrangle Entities
(in the case of a Transfer by any of the CVC Entities) consent; 
  
 (ii) in a Transfer pursuant to Section 4.05; or 
  
 (iii) following the First Public Offering, in a Transfer that complies with such restrictions (if any) as may be agreed upon pursuant to
Section 3.04(b). 
  
 (b) In connection with the First Public
Offering, the Institutional Shareholders shall consider in good faith implementing mutually agreeable restrictions on Transfers of Company Securities by the Institutional Shareholders to be in effect following the consummation of the First Public
Offering. 
  

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 Section 3.05. Restrictions on Transfers by the Management Shareholders. Except as provided in
Section 3.03, each Management Shareholder may transfer its Company Securities only as follows: 
  
 (a) as a Tagging Person in a Transfer made in compliance with Section 4.01; 
  
 (b) in a Transfer pursuant to Section 4.04; 

 
 (c) in a Transfer pursuant to Section 4.05; or

  
 (d) in a Transfer made in compliance with
Section 4.02; or 
  
 (e) in a Transfer made
following the consummation of the First Public Offering; provided that no such Transfer (including a Transfer pursuant to Article 5) shall be permitted pursuant to this Section 3.05(e) prior to the second anniversary of the consummation
of the First Public Offering to the extent that such Transfer would result in such Management Shareholder’s Aggregate Ownership of Common Stock as a percentage of its Initial Ownership of Common Stock to be less than any Institutional
Shareholder’s Aggregate Ownership of Common Stock as a percentage of its Initial Ownership of Common Stock, in each case as of immediately following such Transfer. 
  
 ARTICLE 4 
  
 TAG-ALONG RIGHTS; DRAG-ALONG RIGHTS; 
 PREEMPTIVE RIGHTS; LIQUIDITY EVENT 
  
 Section 4.01. Rights to Participate in Transfer. (a) Subject
to Section 3.03, if one or more Institutional Shareholders (the “Tag-Along Seller”) proposes to Transfer any number of any class of Company Securities prior to the consummation of the First Public Offering (a “Tag-Along
Sale”), the Management Shareholders (each, an “Eligible Shareholder”) may elect, at their option, to exercise their rights under this Section 4.01 (each such Management Shareholder, a “Tagging
Person”). 
  
 In the event of such a proposed Transfer,
the Tag-Along Seller shall provide each Eligible Shareholder written notice of the terms and conditions of such proposed transfer (a “Tag-Along Notice”) and offer each Eligible Shareholder the opportunity to participate in such
sale. The Tag-Along Notice shall identify the number and class of Company Securities subject to the offer (“Tag-Along Offer”), the price at which the Transfer is proposed to be made, and all other material terms and conditions of
the Tag-Along Offer, including the form of the proposed agreement, if any. 
  

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 From the date of the receipt of the Tag-Along Notice, each Tagging Person shall have the right (a
“Tag-Along Right”), exercisable by written notice (a “Tag-Along Response Notice”) given to the Tag-Along Seller within 15 Business Days of its receipt of the Tag-Along Notice (the “Tag-Along Notice
Period”), to request that the Tag-Along Seller include in the proposed Transfer the number of Company Securities held by such Tagging Person as is specified in such notice; provided that in no event shall any Tagging Person have the
right to include in any such Proposed Transfer any Company Securities that are still subject to vesting as of the closing date of the Tag-Along Sale (including, for the avoidance of doubt, any Unvested Incentive Shares); provided further
that, if the aggregate number of Company Securities proposed to be sold by the Tag-Along Seller and all Tagging Persons in such transaction exceeds the number of Company Securities that can be sold on the terms and conditions set forth in the
Tag-Along Notice, then (a) each Tagging Person shall be entitled to include in the Tag-Along Sale only its Tag-Along Portion of Company Securities and (b) the Tag-Along Seller shall be entitled to include the number of Company Securities
proposed to be Transferred by the Tag-Along Seller as set forth in the Tag-Along Notice (reduced, to the extent necessary, so that each Tagging Person shall be able to include its Tag-Along Portion) and such additional Company Securities as
permitted by Section 4.01(d). Each Tagging Person that exercises its Tag-Along Rights hereunder shall deliver to the Tag-Along Seller, together with its Tag-Along Response Notice, the certificate or certificates representing the Company
Securities of such Tagging Person to be included in the Transfer, together with a limited power-of-attorney authorizing the Tag-Along Seller to Transfer such Company Securities on the terms set forth in the Tag-Along Notice. Delivery of such
certificate or certificates representing the Company Securities to be Transferred and the limited power-of-attorney authorizing the Tag-Along Seller to Transfer such Company Securities shall constitute an irrevocable acceptance of the Tag-Along
Offer by such Tagging Persons. Each Tag-Along Response Notice shall include wire transfer instructions for payment of the purchase price for the Company Securities to be sold in such Tag-Along Sale. The Tagging Persons shall (i) be required
(A) to bear their proportionate share of any escrows, holdbacks or adjustments in purchase price and any documented transaction expenses and (B) to make such representations, warranties and covenants and enter into such agreements as are
customary for transactions of the nature of the Tag-Along Offer, in each case under the terms of any definitive agreement(s) relating to such Tag-Along Offer and (ii) benefit from all of the same provisions of the definitive agreements as the
Tag-Along Seller, it being understood that any liability of any Tagging Person for indemnification or similar post-closing obligations shall not exceed the consideration such Tagging Person receives in the 
  

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 Tag-Along Sale and shall not exceed a proportional share of any such liability based on such Tagging Person’s share
of the aggregate consideration in the Tag-Along Sale. 
  
 If, at
the end of a 90-day period after delivery of the Tag-Along Notice (which 90-day period shall be extended if any of the transactions contemplated by the Tag-Along Offer are subject to regulatory approval until the expiration of five Business Days
after all such approvals have been received, but in no event later than 180 days following delivery of the Tag-Along Notice by the Tag-Along Seller), the Tag-Along Seller has not completed the Transfer of all such Company Securities on substantially
the same terms and conditions set forth in the Tag-Along Notice, the Tag-Along Seller shall (A) return to each Tagging Person the limited power-of-attorney (and all copies thereof) together with all certificates representing the Company
Securities that such Tagging Person delivered for Transfer pursuant to this Section 4.01(a) and (B) not conduct any Transfer of Company Securities without again complying with this Section 4.01 to the extent applicable. 
  
 (b) Concurrently with the consummation of the Tag-Along Sale, the Tag-Along
Seller shall notify the Tagging Persons thereof, shall remit to the Tagging Persons the total consideration (by wire transfer of immediately available funds or, if so requested, bank or certified check) for the Company Securities of the Tagging
Persons transferred pursuant thereto less the Tagging Persons’ proportionate share of any escrows, holdbacks or adjustments in purchase price and any transaction expenses, and shall, promptly after the consummation of such Tag-Along
Sale, furnish such other evidence of the completion and time of completion of such transfer and the terms thereof as may be reasonably requested by the Tagging Persons. The Tag-Along Seller shall promptly remit to the Tagging Persons any additional
consideration payable upon the release of any escrows or holdbacks or the payment of any purchase price adjustments. In the event that a Tag-Along Seller has proposed to transfer only Class L Common Shares in the Tag-Along Notice, the per share
consideration to be paid for any Class A Common Shares included by a Tagging Person in the Tag-Along Sale (prior to any deductions as set forth above) will equal the per share consideration for Class L Common Shares less the sum of (i) the
aggregate Unpaid Yield (as defined in the Charter) with respect to all outstanding Class L Common Shares and (ii) the aggregate Unreturned Original Cost (as defined in the Charter) with respect to all outstanding Class L Common Shares, in each
case allocated ratably among the Class L Common Shares as of the time of the Tag-Along Sale. 
  
 (c) If at the termination of the Tag-Along Notice Period any Eligible Shareholder shall not have elected to participate in the Tag-Along Sale, such Eligible Shareholder will be deemed to have waived its rights under
Section 4.01(a) with respect to the Transfer of its securities pursuant to such Tag-Along Sale. 
  

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 (d) If (i) any Eligible Shareholder declines to exercise its Tag-Along Rights or (ii) any
Tagging Person elects to exercise its Tag-Along Rights with respect to less than such Tagging Person’s Tag-Along Portion, the Tag-Along Seller shall be entitled to Transfer, pursuant to the Tag-Along Offer, a number of Company Securities held
by it equal to the number of Company Securities constituting, as the case may be, the Tag-Along Portion of such Eligible Shareholder or the portion of such Tagging Person’s Tag-Along Portion with respect to which Tag-Along Rights were not
exercised. 
  
 (e) The Tag-Along Seller may Transfer, on behalf of
itself and any Tagging Person who exercises the Tag-Along Rights pursuant to this Section 4.01(a), the Company Securities subject to the Tag-Along Offer and elected to be Transferred on the terms and conditions set forth in the Tag-Along Notice
within 90 days (or such longer period as extended under Section 4.01(a)) of the date on which all Tag-Along Rights shall have been waived, exercised or expire. 
  
 (f) Notwithstanding the requirements of this Section 4.01, a Tag-Along Seller may Transfer Company Securities at any
time without complying with the requirements of paragraphs (a) and (b) of this Section 4.01 so long as the Tag-Along Seller deposits into an escrow account (the “Escrow Account”) with an independent third party escrow
agent (the “Escrow Agent”) at the time of Transfer a portion of the consideration received by the Tag-Along Seller in such Transfer equal to the amount (the “Escrow Amount”) of consideration that the Eligible
Shareholders would in the aggregate have been entitled to receive in such Transfer if each of the Eligible Shareholders participated in such Transfer as a Tagging Person to the extent of its Tag-Along Portion, determined as if each such Eligible
Shareholder (i) delivered a Tag-Along Response Notice to the Tag-Along Seller in the time period set forth in Section 4.01(a) and (ii) proposed to include all of its Company Securities which it would have been entitled to include in
the Transfer. 
  
 No later than the date of any Transfer proposed
to be made pursuant to this Section 4.01(f), the Tag-Along Seller shall notify the Company in writing of the proposed Transfer. Such notice (the “Escrow Notice”) shall set forth the information required in a Tag-Along Notice,
and in addition, such notice shall state the name of the Escrow Agent and the account number of the Escrow Account. The Company shall promptly, and in any event within 10 days, deliver or cause to be delivered the Escrow Notice to each Eligible
Shareholder. 
  

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 An Eligible Shareholder may require the Tag-Along Seller to purchase Company Securities from it by
delivering to the Tag-Along Seller within 15 days of the date the Company delivered or caused to be delivered the Escrow Notice (i) a written notice specifying the number of Company Securities it proposes to sell to the Tag-Along Seller
(provided that such number shall not exceed such Eligible Shareholder’s Tag-Along Portion, which shall be calculated as if the subject Transfer had complied with the provisions of Section 4.01(a)), and (ii) the certificates
representing such Company Securities, with transfer powers duly endorsed in blank. 
  
 Promptly after the expiration of the 15-day period referred to in the immediately preceding paragraph, (A) the Tag-Along Seller shall purchase from each Eligible Shareholder that duly delivered a notice and
Company Securities in accordance with the immediately preceding paragraph the number of Company Securities specified by such Eligible Shareholder in such notice (provided that the Tag-Along Seller shall not be required to purchase in excess
of such Eligible Shareholder’s Tag-Along Portion, which shall be calculated as if the subject Transfer had complied with the provisions of Section 4.01(a)), (B) the Tag-Along Seller shall cause to be released from the Escrow Account
to each Eligible Shareholder from whom the Tag-Along Seller purchases Company Securities pursuant to clause (A) of this paragraph the applicable amount of consideration due to such Eligible Shareholder together with any interest thereon, and
(C) all remaining funds and other consideration held in such escrow account shall be released to the Tag-Along Seller. 
  
 (g) Notwithstanding anything contained in this Section 4.01, there shall be no liability on the part of the Tag-Along Seller to the Tagging Persons
(other than the obligation to return any certificates evidencing Company Securities received by the Tag-Along Seller) if the Transfer of Company Securities pursuant to Section 4.01 is not consummated for whatever reason. The decision whether to
effect a Transfer of Company Securities pursuant to this Section 4.01 by the Tag-Along Seller is in the sole and absolute discretion of the Tag-Along Seller. 
  
 (h) This Section 4.01 shall terminate upon the earlier to occur of (i) the consummation of the First Public
Offering and (ii) the date on which the Aggregate Ownership of the Institutional Shareholders together falls below 20% of the aggregate Initial Ownership of such Institutional Shareholders. 
  
 Section 4.02. Right to Compel Participation in Certain Transfers.
(a) If the Quadrangle Entities and the CVC Entities jointly propose (i) to Transfer (including by merger, share exchange or other similar legal mechanism) not less than 50% of their Initial Ownership of any class of Company Securities
to a Third Party in a bona fide sale or (ii) a Transfer (including by merger, share exchange or 
  

 25 








 other similar legal mechanism) in which the Company Securities to be Transferred by the Institutional Shareholders
together, plus the Company Securities to be Transferred by the Management Shareholders pursuant to this Section 4.02(a), constitute more than 50% of the then outstanding Company Securities in a particular class (a “Compelled
Sale”), the Institutional Shareholders together may at their option require all Management Shareholders to Transfer the Drag-Along Portion of Company Securities (“Drag-Along Rights”) then held by every Management
Shareholder, and in the case of a Compelled Sale involving Common Shares (but subject to and at the closing of the Compelled Sale) to exercise such number of options or warrants for Common Shares held by every Management Shareholder as is required
in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of each such Management Shareholder, for the same consideration per unit of the relevant class of Company Security (it being understood that
if the Compelled Sale is to include both Class A Common Stock and Class L Common Stock, the consideration payable per share of each such class shall be equitably adjusted to give effect to the liquidation preference provided for by the Charter
with respect to the Class L Common Stock) and otherwise on the same terms and conditions as the Institutional Shareholders, provided that any Management Shareholder who holds options or warrants the exercise price per share of which is
greater than the per share price at which the Common Shares are to be Transferred to the Third Party may, if required by the Institutional Shareholders to exercise such options or warrants, in place of such exercise, submit to irrevocable
cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Compelled Sale is not consummated with respect to any Common Shares acquired upon exercise of such options or warrants, or the Compelled Sale
is not consummated, such options or warrants shall be deemed not to have been exercised or canceled, as applicable. 
  
 The Institutional Shareholders shall provide written notice of such Compelled Sale to the Management Shareholders (a “Compelled Sale
Notice”) not later than the 15th day prior to the proposed Compelled Sale. The Compelled Sale Notice shall identify the transferee, the number and class of Company Securities subject to the Compelled Sale, the consideration for which a
Transfer is proposed to be made (the “Compelled Sale Price”) and all other material terms and conditions of the Compelled Sale. The number of Company Securities to be sold by each Management Shareholder will be the Drag-Along
Portion of each class of Company Securities identified in the Compelled Sale Notice that such Management Shareholder owns. Each Management Shareholder shall be required to participate in the Compelled Sale on the terms and conditions set forth in
the Compelled Sale Notice and to tender all its Company Securities as set forth below. The price payable in such Transfer shall be the Compelled Sale Price. Not later than the 10th day following the date of the Compelled Sale Notice (the 

 

 26 








 “Compelled Sale Notice Period”), each of the Management Shareholders shall deliver to a representative
of the Institutional Shareholders designated in the Compelled Sale Notice certificates, and in the case of warrants, the applicable instrument, representing all Company Securities comprising the Drag-Along Portion held by such Management
Shareholder, duly endorsed, together with all other documents required to be executed in connection with such Compelled Sale or, if such delivery is not permitted by applicable law, an unconditional agreement to deliver such Company Securities
pursuant to this Section 4.02(a) at the closing of such Compelled Sale against delivery to such Management Shareholder of the consideration therefor. If a Management Shareholder should fail to deliver such certificates to the Institutional
Shareholders, the Company (subject to reversal under Section 4.02(b)) shall cause the books and records of the Company to show that such Company Securities are bound by the provisions of this Section 4.02(a) and that such Company
Securities shall be Transferred to the transferee in the Compelled Sale immediately upon surrender for Transfer by the holder thereof. The Management Shareholders shall (A) be required (1) to bear their proportionate share of any escrows,
holdbacks or adjustments in purchase price and any documented transaction expenses, (2) to make such representations, warranties and covenants and enter into such agreements as are customary for transactions of the nature of the Compelled Sale,
in each case under the terms of any definitive agreements relating to such Compelled Sale and (3) vote for, consent to and raise no objection against the Compelled Sale and (B) benefit from all of the same provisions of the definitive
agreements as the Institutional Shareholders, it being understood that any liability of any Management Shareholder for indemnification or similar post-closing obligations shall not exceed the consideration such Management Shareholder receives in the
Compelled Sale and shall be a proportional share of any such liability based on such Management Shareholder’s share of the aggregate consideration in the Compelled Sale. 
  
 (b) The Institutional Shareholders shall have a period of 90 days from the date of receipt of the Compelled Sale Notice to
consummate the Compelled Sale on the terms and conditions set forth in such Compelled Sale Notice, provided that, if such Compelled Sale is subject to regulatory approval, such 90-day period shall be extended until the expiration of five
Business Days after all such approvals have been received, but in no event later than 180 days following the effective date of the Compelled Sale Notice. If the Compelled Sale shall not have been consummated during such period, the Institutional
Shareholders shall return to each of the Management Shareholders all certificates or other applicable instruments representing Company Securities that such Management Shareholders delivered for Transfer pursuant hereto, together with any documents
in the possession of the Institutional Shareholders executed by the Management Shareholders in connection with such proposed Transfer, and all the restrictions 
  

 27 








 on Transfer contained in this Agreement or otherwise applicable at such time with respect to such Company Securities
owned by the Management Shareholders shall again be in effect. 
  
 (c) Concurrently with the consummation of the Transfer of Company Securities pursuant to this Section 4.02, the Institutional Shareholders shall give notice thereof to the Management Shareholders, shall remit to each of the Management
Shareholders who have surrendered their certificates or other applicable instruments the total consideration (the cash portion of which is to be paid by wire transfer of immediately available funds, or if so requested, bank or certified check) for
the Company Securities Transferred pursuant hereto less the Management Shareholders’ proportionate share of any escrows, holdbacks or adjustments in purchase price and any transaction expenses and shall furnish such other evidence of the
completion and time of completion of such Transfer and the terms thereof as may be reasonably requested by such Management Shareholders. The Institutional Shareholders shall promptly remit to the Management Shareholders any additional consideration
payable upon the release of any escrows or holdbacks or the payment of any purchase price adjustments. 
  
 (d) Notwithstanding anything contained in this Section 4.02, there shall be no liability on the part of the Institutional Shareholders to the
Management Shareholders (other than the obligation to return any certificates or other applicable instruments representing Company Securities received by any Institutional Shareholders) if the Transfer of Company Securities pursuant to this
Section 4.02 is not consummated for whatever reason, regardless of whether the Institutional Shareholders have delivered a Compelled Sale Notice. Whether to effect a Transfer of Company Securities pursuant to this Section 4.02 by the
Institutional Shareholders is in the sole and absolute discretion of the Institutional Shareholders. 
  
 (e) This Section 4.02 shall terminate upon the consummation of the First Public Offering. 
  
 Section 4.03. Preemptive Rights.
(a) The Company shall provide each Shareholder with a written notice (an “Issuance Notice”) of any proposed issuance by the Company of any Company Securities or any debt securities (“New Securities”)
to any Institutional Shareholder or any Affiliate of an Institutional Shareholder at least 20 days prior to the proposed issuance date. The Issuance Notice shall specify the price at which the New Securities are to be issued, the class of such
securities and the other material terms of the issuance. Subject to Section 4.03(f) below, each Shareholder shall be entitled to purchase up to such Shareholder’s Pro Rata Share of the New Securities proposed to be issued, at the price and
on the terms specified in the Issuance Notice. 
  

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 “Pro Rata Share” means, with respect to a Shareholder, the fraction that results from dividing
(i) such Shareholder’s Aggregate Ownership (without giving effect to such issuance) of Common Stock by (ii) the Aggregate Ownership (without giving effect to such issuance) of Common Stock by all Shareholders. 
  
 (b) A Shareholder shall deliver notice of its election to purchase such New
Securities to the Company and each Management Shareholder within fifteen Business Days of receipt of the Issuance Notice. Such delivery of notice (which notice shall specify the number (or amount) of New Securities to be purchased by the Shareholder
submitting such notice) to the Company shall constitute exercise by such Shareholder of its rights under this Section 4.03 and a binding agreement of such Shareholder to purchase, at the price and on the terms specified in the Issuance Notice,
the number of shares (or amount) of Company Securities specified in such Shareholder’s notice. If, at the termination of such five-Business-Day period, any Shareholder shall not have exercised its rights to purchase any of its Pro Rata Share of
such New Securities, such Shareholder shall be deemed to have waived all of its rights under this Section 4.03 with respect to the purchase of such New Securities. 
  
 (c) If any Shareholder fails to exercise its preemptive rights under this Section 4.03 or elects to exercise such
rights with respect to less than such Shareholder’s Pro Rata Share, each Management Shareholder that has exercised its rights to purchase its entire Pro Rata Share shall be entitled to purchase from the Company its pro rata portion (which means
the fraction that results from dividing (i) such Shareholder’s Aggregate Ownership (without giving effect to the issuance) of Common Stock by (ii) the Aggregate Ownership (without giving effect to the issuance) of Common Stock of all
Shareholders exercising in full their preemptive rights with respect to their respective Pro Rata Shares) of such New Securities with respect to which a Shareholder shall not have exercised its preemptive rights. The Company shall continue to offer
additional pro rata portions to Shareholders choosing to purchase their full pro rata portion of such Company Securities pursuant to this Section 4.03(c) until (i) all New Securities proposed to be issued by the Company and with respect to
which Shareholders were entitled to exercise their rights under this Section 4.03 have been purchased by Shareholders or (ii) all Shareholders have purchased the maximum number of New Securities indicated in their respective Issuance
Notice, whichever is earlier. 
  
 (d) The Company shall have 90
days from the date of the Issuance Notice to consummate the proposed issuance of any or all of such New Securities that the Shareholders have not elected to purchase at the price and upon terms that are not materially less favorable to the Company
than those specified in the Issuance Notice, provided that, if such issuance is subject to regulatory approval, such 90-day period shall be extended until the expiration of five Business Days 
  

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 after all such approvals have been received, but in no event later than 180 days from the date of the Issuance Notice. If
the Company proposes to issue any class of New Securities after such 90-day period (as it may be so extended), it shall again comply with the procedures set forth in this Section 4.03. 
  
 (e) At the consummation of the issuance of such New Securities, the Company
shall issue certificates representing the New Securities to be purchased by each Shareholder exercising preemptive rights pursuant to this Section 4.03 registered in the name of such Shareholder, against payment by such Shareholder of the
purchase price for such New Securities as specified in the Issuance Notice. 
  
 (f) Notwithstanding the foregoing, no Shareholder shall be entitled to purchase New Securities as contemplated by this Section 4.03 in connection with issuances of Company Securities (i) to employees of the
Company or any Subsidiary pursuant to employee benefit plans or arrangements approved by the Board (including upon the exercise of employee stock options granted pursuant to any such plans or arrangements), (ii) in connection with any bona
fide, arm’s-length restructuring of outstanding debt of the Company or any Subsidiary, (iii) in connection with any bona fide, arm’s-length direct or indirect merger, acquisition or similar transaction, (iv) in the First Public
Offering, any subsequent public offering of securities or any offering of securities pursuant to Rule 144A or Regulation S (or any similar provisions then in force) under the Securities Act, (v) as a ratable dividend or distribution on Common
Stock or any other class of capital stock of the Company then outstanding, or in connection with any ratable stock splits, reclassifications, recapitalizations, consolidations or similar events affecting the Common Stock or in any transaction in
respect of a security that is available to all holders of such security on a pro rata basis or (vi) if such New Securities are debt securities and no more than 20% of the aggregate principal amount of such New Securities are to be issued
to Institutional Shareholders and Affiliates of the Institutional Shareholders. The Company shall not be obligated to consummate any proposed issuance of New Securities, nor be liable to any Shareholder if the Company has not consummated any
proposed issuance of New Securities pursuant to this Section 4.03 for whatever reason, regardless of whether it shall have delivered an Issuance Notice in respect of such proposed issuance. 
  
 (g) The provisions of this Section 4.03 shall terminate upon the
consummation of the First Public Offering. 
  
 (h) For convenience
of administration, the Company may offer and sell New Securities without first offering such New Securities to the Shareholders in compliance with this Section 4.03, so long as each Shareholder is provided the opportunity to purchase its Pro
Rata Share of such New Securities within 45 days after the consummation of such sale. 
  

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 Section 4.04. Purchase Option. (a) In the event that on or prior to the fourth
anniversary of the Closing Date, any Management Shareholder shall cease to be employed by the Company or any of its Subsidiaries for any reason (including, but not limited to, death, disability, retirement at age 65 or more under the Company’s
or of its Subsidiaries’ normal retirement policies, resignation or termination by the Company or any of its Subsidiaries, as the case may be, with or without Cause), not including a leave of absence approved by the Company, such Management
Shareholder shall give prompt notice to the Company of such termination (except in the case of termination by the Company), and the Company, and/or, if approved by the Board, the holders of Class L Common Stock (on a pro rata basis), shall
have the right and option at any time within 90 days after the later of the effective date of such termination of employment (the “Termination Date”) or the date of the Company’s receipt of the aforesaid notice, (which 90-day
period shall be extended if such transaction is subject to regulatory approval until the expiration of five Business Days after all such approvals have been received, but in no event later than 180 days), to purchase from such Management
Shareholder, any or all of the Incentive Shares (excluding any Vested Incentive Shares from and after the Company’s First Public Offering) then owned by such Management Shareholder (and his or her Permitted Transferees) at a purchase price
equal to the Option Purchase Price (as defined below). The Company shall give notice to the terminated Management Shareholder of its intention (or the intention of the holders of Class L Common Stock, as applicable) to purchase Incentive Shares at
any time not later than 90 days after the Termination Date (which 90-day period shall be extended if such transaction is subject to regulatory approval until the expiration of five Business Days after all such approvals have been received, but in no
event later than 180 days). The right of the Company (and the holders of Class L Common Stock, as applicable) set forth in this Section 4.04 to purchase a terminated Management Shareholder’s Incentive Shares (and the Incentive Shares of
the persons or entities deemed to be included in the definition of such Management Shareholder pursuant to this Agreement) is hereinafter referred to as the “Purchase Option.” 
  
 (b) The Purchase Option shall be exercised by written notice to the
terminated Management Shareholder signed by an officer of the Company on behalf of the Company. Such notice shall set forth the number of Incentive Shares desired to be purchased and shall set forth a time and place of closing which shall be no
earlier than 10 days and no later than 60 days after the date such notice is sent. At such closing, the seller shall deliver the certificates evidencing the number of Incentive Shares to be purchased by the Company and/or its designee(s),
accompanied by stock powers duly endorsed in blank or duly executed instruments of transfer, and any other documents that are necessary to transfer to the Company and/or the holders of the Class L Common Stock good title to such of the Incentive
Shares to be transferred, free and clear of all pledges, 
  

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 security interests, liens, charges, encumbrances, equities, claims and options of whatever nature other than those
imposed under this Agreement, and concurrently with such delivery, the Company and/or the holders of the Common Stock shall deliver to the seller the full amount of the Option Purchase Price for such Securities in cash by certified or bank
cashier’s check. 
  
 (c) The “Option Purchase
Price” for the Incentive Shares to be purchased from such Management Shareholder pursuant to the Purchase Option shall equal the price calculated as set forth below: 
  

					
	 Type of Employment
 Cessation

	  	 Vested Incentive Shares
 Options Purchase Price

	  	 Unvested Incentive
 Shares Option Purchase
 Price


	Resignation or termination for any reason other than Cause	  	Fair Market Value	  	Adjusted Cost Price
			
	Termination with Cause	  	Lesser of Fair Market Value or Adjusted Cost Price	  	Lesser of Fair Market Value or Adjusted Cost Price

  
 Notwithstanding anything to the
contrary contained herein, in connection with the exercise of any Purchase Option pursuant to Section 4.04, the Company may offset from the Option Purchase Price paid to any Management Shareholder the aggregate amount of any outstanding
principal and accrued but unpaid interest due on any indebtedness of such Management Shareholder to the Company. 
  
 Section 4.05. Liquidity Event. (a) If a Liquidity Event has not occurred prior to the fifth anniversary of the Closing Date, then the
Quadrangle Entities and the CVC Entities shall each have the right at any time thereafter, upon delivery of a notice to the Company and each other Institutional Shareholder, to cause the Company to engage an investment bank or other financial
advisor of nationally recognized reputation to serve as the Company’s financial advisor (the “Financial Advisor”). Each Shareholder shall, and shall use its best efforts to, cause each director of the Board that such
Shareholder has designated (such best efforts to include, to the extent necessary, removal or replacement of any such director), to vote for, and execute any necessary consents in favor of, such engagement. The Company shall instruct the Financial
Advisor to commence an orderly process to result in a Liquidity Event with the objective of achieving the highest practicable value for the shareholders of the Company (taking into account the relative rights 
  

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 and preferences of the Company Securities as provided for in the Charter). The Company and each Shareholder shall
cooperate with the Financial Advisor in its efforts, and the Company shall prepare such documents and information as may reasonably be required in connection with such process. The Company shall use its best efforts to reach agreement on the optimum
structure and the terms and conditions for the Liquidity Event and will retain independent legal counsel of appropriate expertise. The fees and expenses of the Financial Advisor and such legal counsel shall be borne by the Company. The Company shall
require the Financial Advisor to keep each of the Institutional Shareholders currently advised as to its efforts, any expressions of interest or offers or proposals that are received and other information relevant to the process conducted pursuant
to this Section 4.05(a). 
  
 (b) The Company shall require
the Financial Advisor to deliver to the Company and the Institutional Shareholders a notice (the “Liquidity Event Notice”) within 120 days of the engagement of the Financial Advisor that sets forth the Financial Advisor’s
recommendation as to the Liquidity Event that will achieve the highest practicable value for the shareholders of the Company taking into account the relative rights and preferences of the classes of Company Securities as provided for in the Charter
(the “Recommended Liquidity Event”). The Liquidity Event Notice shall include reasonably detailed information with respect to the terms and conditions of the Recommended Liquidity Event (including with respect to structure,
consideration and the identity of the parties involved) and, if applicable, the forms or current drafts of any proposed definitive agreements with respect thereto. Unless all of the Institutional Shareholders notify the Company within ten days of
the date of the Liquidity Event Notice that they object to the consummation of the Recommended Liquidity Event (in which case neither the Company nor any Shareholder shall have any obligations with respect to the Recommended Liquidity Event pursuant
to this Section 4.05(b)), the Company and each Shareholder shall use its best efforts to consummate the Recommended Liquidity Event as promptly as practicable on terms and conditions that in the aggregate are no less favorable to the
Shareholders than those specified in the Liquidity Event Notice. Such best efforts shall include: 
  
 (i) voting for, consenting to and raising no objections against the Recommended Liquidity Event; 
  
 (ii) entering into such definitive agreements as are
customary for transactions of the nature of the Recommended Liquidity Event; 
  
 (iii) if the Recommended Liquidity Event is structured as a sale of shares of capital stock, agreeing to sell all of such Shareholder’s Common Shares and at the closing of such sale delivering to the 

 

 33 








 purchaser(s) good and valid title to all Common Shares owned by it, free and clear of all liens and
encumbrances, together with duly executed written instruments of transfer with respect thereto, in form and substance reasonably satisfactory to the purchaser(s); 
  
 (iv) if the Recommended Liquidity Event is structured as a sale of assets, causing to be executed and
delivered all documents, certificates, agreements and other writings and causing to be taken all such actions as may be necessary or desirable to vest in the purchaser(s) thereof good and marketable title to such assets; and 
  
 (v) if the Recommended Liquidity Event is structured as a
merger or consolidation, waiving any dissenters’ rights, appraisal rights or similar rights in conjunction with such merger or consolidation. 
  
 No Shareholder shall be subject to this Section 4.05(b) with respect to any Recommended Liquidity Event that is a sale of the Company and the Subsidiaries (whether
by merger, stock sale, asset sale or otherwise, but not by the First Public Offering) unless all holders of Company Securities of the Company shall receive the same proportion of the aggregate consideration from such sale that such holder would have
received if such aggregate consideration had been distribution by the Company in complete liquidation pursuant to the rights and preferences set forth in the Charter as in effect immediately prior to such sale of the Company. 
  
 ARTICLE 5 
  
 REGISTRATION RIGHTS 
  
 Section 5.01. Demand Registration. (a) If at any time following the earlier of (x) 180 days after the
effective date of the registration statement for the First Public Offering and (y) the expiration of the period during which the managing underwriters for the First Public Offering shall prohibit the Company from effecting any other public sale
or distribution of Company Securities, the Company shall receive a joint request from the Quadrangle Entities and the CVC Entities (the “Requesting Shareholders”) that the Company effect the registration under the Securities Act of
all or any portion of such Requesting Shareholder’s Registrable Securities, and specifying the intended method of disposition thereof, then the Company shall promptly give notice of such requested registration (each such request, a
“Demand Registration”) at least 15 Business Days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the Management Shareholders and thereupon shall use its best efforts to
effect, as expeditiously as possible, the registration under the Securities Act of: 
  
 (i) all Registrable Securities for which the Requesting Shareholders have requested registration under this Section 5.01, and

  

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 (ii) subject to the restrictions set forth in Sections 5.01(e) and 5.02, all other
Registrable Securities of the same class as those requested to be registered by the Requesting Shareholders that any Shareholders with rights to request registration under Section 5.02 (all such Shareholders, together with the Requesting
Shareholders, the “Registering Shareholders”) have requested the Company to register by request received by the Company within 15 Business Days after such Shareholders receive the Company’s notice of the Demand Registration,

  
 all to the extent necessary to permit the disposition (in accordance with the
intended methods thereof as aforesaid) of the Registrable Securities so to be registered, provided that, subject to Section 5.01(d), the Company shall not be obligated to effect more than three Demand Registrations for the Institutional
Shareholders, other than Demand Registration to be effected pursuant to a Registration Statement on Form S-3 (or any successor thereto), for which an unlimited number of Demand Registrations shall be permitted; provided further that the
Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $15,000,000. In
no event shall the Company be required to effect more than one Demand Registration hereunder within any six-month period. 
  
 (b) Promptly after the expiration of the 15 Business Day-period referred to in Section 5.01(a)(ii), the Company will notify all Registering
Shareholders of the identities of the other Registering Shareholders and the number of shares of Registrable Securities requested to be included therein. At any time prior to the effective date of the registration statement relating to such
registration, the Requesting Shareholders may revoke such request, without liability to any of the other Registering Shareholders, by providing a notice to the Company revoking such request. 
  
 (c) The Company shall be liable for and pay all Registration Expenses in
connection with any Demand Registration. 
  
 (d) A Demand
Registration shall not be deemed to have occurred: 
  
 (i) unless the registration statement relating thereto (A) has become effective under the Securities Act and (B) has remained effective for a period of at least 180 days (or such shorter period in which all Registrable Securities
of the Registering Shareholders included in such 
  

 35 








 registration have actually been sold thereunder), provided that such registration statement shall
not be considered a Demand Registration if, after such registration statement becomes effective, (1) such registration statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental
agency or court and (2) less than 75% of the Registrable Securities included in such registration statement have been sold thereunder; or 
  
 (ii) if the Maximum Offering Size is reduced in accordance with Section 5.01(e) such that less than 66 2/3% of the Registrable Securities of the Requesting Shareholders sought to be included in such registration are
included. 
  
 (e) If a Demand Registration involves an
underwritten Public Offering and the managing underwriter advises the Company and the Requesting Shareholders that, in its view, the number of shares of Registrable Securities requested to be included in such registration (including any securities
that the Company proposes to be included that are not Registrable Securities) exceeds the largest number of shares that can be sold without having an adverse effect on such offering, including the price at which such shares can be sold (the
“Maximum Offering Size”), the Company shall include in such registration, in the priority listed below, up to the Maximum Offering Size: 
  
 (i) first, all Registrable Securities requested to be registered by the Institutional Shareholders (allocated, if necessary for the
offering not to exceed the Maximum Offering Size, pro rata among such entities on the basis of the relative number of Registrable Securities so requested to be included in such registration by each), 
  
 (ii) second, all Registrable Securities requested to be
included in such registration by any other Registering Shareholder (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Management Shareholders on the basis of the relative number of
Registrable Securities so requested to be included in such registration by each such Shareholder), and 
  
 (iii) third, any securities proposed to be registered for the account of any other Persons (including the Company), with such priorities
among them as the Company shall determine. 
  
 (f) Upon notice to
each Requesting Shareholder, the Company may postpone effecting a registration pursuant to this Section 5.01 on one occasion during any period of twelve consecutive months for a reasonable time specified in 
  

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 the notice but not exceeding 90 days (which period may not be extended or renewed), if (i) an investment banking
firm of recognized national standing shall advise the Company and the Requesting Shareholders in writing that effecting the registration would materially and adversely affect an offering of securities of the Company the preparation of which had then
been commenced or (ii) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes would not be in the best interests of the Company.

  
 Section 5.02. Piggyback Registration. (a) If
at any time after the First Public Offering the Company proposes to register any Company Securities under the Securities Act (other than a registration on Form S-8 or S-4, or any successor forms, relating to Common Shares issuable upon exercise of
employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, the Company shall
each such time give prompt notice at least 30 Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this
Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (a
“Piggyback Registration”), subject to the provisions of Section 5.02(b). Upon the request of any such Shareholder made within 15 Business Days after the receipt of notice from the Company (which request shall specify the number
of Registrable Securities intended to be registered by such Shareholder), the Company shall use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to
register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such
Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f)(i) on the same terms and conditions as apply to the Company or the
Requesting Shareholders, as applicable, and (ii) if, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed
in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable
Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay
all Registration Expenses in connection with each Piggyback Registration. 
  

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 (b) If a Piggyback Registration involves an underwritten Public Offering (other than any Demand
Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.01(e) shall apply) and the managing underwriter advises the Company that, in its view, the number of Shares that the
Company and such Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Company shall include in such registration, in the following priority, up to the Maximum Offering Size: 
  
 (i) first, so much of the Company Securities proposed to be
registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size, 
  
 (ii) second, all Registrable Securities requested to be included in such registration by any Shareholders pursuant to Section 5.02
(allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registration by
each), provided, that, the managing underwriter may select shares of Registrable Securities for inclusion, or exclude shares completely, in such Piggyback Registration on a basis other than a pro rata basis if, in the reasonable opinion of
such underwriter, selection on such other basis, or inclusion of such shares, would be material to the success of the offering, and 
  
 (iii) third, any securities proposed to be registered for the account of any other Persons with such priorities among them as the Company
shall determine. 
  
 Section 5.03. Lock-Up Agreements.
If any registration of Registrable Securities shall be effected in connection with a Public Offering, neither the Company nor any Shareholder shall effect any public sale or distribution, including any sale pursuant to Rule 144, of any Company
Securities or other security of the Company (except as part of such Public Offering) during the period beginning 14 days prior to the effective date of the applicable registration statement until the earlier of (i) such time as the Company and
the lead managing underwriter shall agree, which period of time shall be the lock-up period applicable to all shareholders of the Company, and (ii) 180 days (such earlier period, the “Lock-Up Period” for the applicable
registration statement). 
  

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 Section 5.04. Registration Procedures. Whenever Shareholders request that any Registrable
Securities be registered pursuant to Section 5.01 or 5.02, subject to the provisions of such Sections, the Company shall use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with
the intended method of disposition thereof as quickly as practicable, and, in connection with any such request: 
  
 (a) The Company shall as expeditiously as possible prepare and file with the SEC a registration statement on any form for which the Company then qualifies
or that counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable
best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days, or in the case of a shelf registration statement, one year (or such shorter period in which all of the Registrable
Securities of the Registering Shareholders included in such registration statement shall have actually been sold thereunder). 
  
 (b) Prior to filing a registration statement or prospectus or any amendment or supplement thereto, the Company shall, if requested, furnish to each
participating Shareholder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company shall furnish to such Shareholder
and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such
registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 or Rule 430A under the Securities Act and such other documents as such Shareholder or underwriter may reasonably
request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and
supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided that the Company shall not have any obligation so to modify any information if the Company
reasonably expects that so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. 
  
 (c) After the filing of the registration statement, the Company shall
(i) cause the related prospectus to be supplemented by any required prospectus supplement, and, as so supplemented, to be filed pursuant to Rule 424 under the 
  

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 Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all
Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the Registering Shareholders thereof set forth in such registration statement or supplement to such
prospectus and (iii) promptly notify each Registering Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission and take all reasonable
actions required to prevent the entry of such stop order or to remove it if entered. 
  
 (d) The Company shall use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or “blue sky” laws of such
jurisdictions in the United States as any Registering Shareholder holding such Registrable Securities reasonably (in light of such Shareholder’s intended plan of distribution) requests and (ii) cause such Registrable Securities to be
registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to
enable such Shareholder to consummate the disposition of the Registrable Securities owned by such Shareholder, provided that the Company shall not be required to (A) qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this Section 5.04(d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction. 
  
 (e) The Company shall immediately notify each Registering Shareholder holding
such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or
amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment. 
  
 (f) (i) The Institutional Shareholders shall have the right, in their sole discretion, to select an underwriter or
underwriters in connection with any Public Offering resulting from the exercise by the Institutional Shareholders of a Demand Registration which underwriter or underwriters may include an Affiliate of an Institutional Shareholder and (ii) the
Company shall select an underwriter or underwriters in connection with any other Public Offering. In connection with 
  

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 any Public Offering, the Company shall enter into customary agreements (including an underwriting agreement in customary
form) and take such all other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities in any such Public Offering, including the engagement of a “qualified independent
underwriter” in connection with the qualification of the underwriting arrangements with the NASD. 
  
 (g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company shall make available for
inspection by any Registering Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional
retained by any such Shareholder or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”) as shall
be reasonably necessary or desirable to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with
such registration statement. Records that the Company determines, in good faith, to be confidential and that it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is
necessary to avoid or correct a misstatement or omission in such registration statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. Each Registering Shareholder
agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it or its Affiliates as the basis for any market transactions in the Company Securities unless and until such information is
made generally available to the public. Each Registering Shareholder further agrees that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, it shall give notice to the Company and allow the Company, at its
expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential. 
  
 (h) The Company shall furnish to each Registering Shareholder and to each such underwriter, if any, a signed counterpart, addressed to such Shareholder or
underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company’s independent public accountants, each in customary form and covering such matters of the kind
customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests. 
  

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 (i) The Company shall otherwise use its best efforts to comply with all applicable rules and regulations
of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement or such other document covering a period of twelve months, beginning within three months after the effective date of the registration
statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder. 
  
 (j) The Company may require each such Registering Shareholder promptly to furnish in writing to the Company such information regarding the distribution of
the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration. 
  
 (k) Each such Registering Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event
of the kind described in Section 5.04(e), such Shareholder shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder’s receipt of
the copies of the supplemented or amended prospectus contemplated by Section 5.04(e), and, if so directed by the Company, such Shareholder shall deliver to the Company all copies, other than any permanent file copies then in such
Shareholder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. If the Company shall give such notice, the Company shall extend the period during which such registration
statement shall be maintained effective (including the period referred to in Section 5.04(a)) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) to the date when the
Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e). 
  
 (l) The Company shall use its reasonable best efforts to list all Registrable Securities covered by such registration statement on any securities exchange
or quotation system on which any of the Registrable Securities are then listed or traded. 
  
 (m) The Company shall have appropriate officers of the Company (i) prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, (ii) take other
actions to obtain ratings for any Registrable Securities and (iii) otherwise use their reasonable best efforts to cooperate as reasonably requested by the underwriters in the offering, marketing or selling of the Registrable Securities.

  

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 (n) The Company will provide and cause to be maintained a transfer agent and registrar for all
Registrable Securities covered by a registration statement from and after a date not later than the effective date of such registration statement. 
  
 Section 5.05. Indemnification by the Company. The Company agrees to indemnify and hold harmless each Registering Shareholder holding
Registrable Securities covered by a registration statement, its officers, directors, employees, partners and agents, and each Person, if any, who controls such Shareholder within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act from and against any and all losses, claims, damages, liabilities and expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) (“Damages”) caused
by or relating to any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Registrable Securities (as amended or supplemented if the Company shall have furnished any
amendments or supplements thereto) or any preliminary prospectus, or caused by or relating to any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading,
except insofar as such Damages are caused by or related to any such untrue statement or omission or alleged untrue statement or omission so made based upon information furnished in writing to the Company by such Shareholder or on such
Shareholder’s behalf expressly for use therein, provided that, with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus, or in any prospectus, as the case may be, the
indemnity agreement contained in this paragraph shall not apply to the extent that any Damages result from the fact that a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) was not sent or given to the
Person asserting any such Damages at or prior to the written confirmation of the sale of the Registrable Securities concerned to such Person if it is determined that the Company has provided such prospectus to such Shareholder and it was the
responsibility of such Shareholder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as
the case may be) would have cured the defect giving rise to such Damages. The Company also agrees to indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Shareholders provided in this Section 5.05. 
  

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 Section 5.06. Indemnification by Participating Shareholders. Each Registering Shareholder
holding Registrable Securities included in any registration statement agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors and agents and each Person, if any, who controls the Company within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Shareholder, but only (i) with respect to information furnished in writing by
such Shareholder or on such Shareholder’s behalf expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus or (ii) to the
extent that any Damages result from the fact that a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) was not sent or given to the Person asserting any such Damages at or prior to the written
confirmation of the sale of the Registrable Securities concerned to such Person if it is determined that it was the responsibility of such Shareholder to provide such Person with a current copy of the prospectus (or such amended or supplemented
prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such loss, claim, damage, liability or expense. Each such Shareholder
also agrees to indemnify and hold harmless underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters within the meaning of either Section 15 of the Securities Act or Section 20
of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 5.06. As a condition to including Registrable Securities in any registration statement filed in accordance with Article
5, the Company may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar securities. No
Registering Shareholder shall be liable under this Section 5.06 for any Damages in excess of the net proceeds realized by such Shareholder in the sale of Registrable Securities of such Shareholder to which such Damages relate. 
  
 Section 5.07. Conduct of Indemnification Proceedings. If any
proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to this Article 5, such Person (an “Indemnified Party”) shall promptly notify the
Person against whom such indemnity may be sought (the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified
Party, and shall assume the payment of all fees and expenses, provided that the failure of any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent
that the Indemnifying Party is materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, 
  

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 but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the
Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) in the reasonable judgment of such Indemnified Party representation of both parties by the same counsel would be inappropriate due
to actual or potential differing interests between them. It is understood that, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of
more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the
Indemnified Parties, such firm shall be designated in writing by the Indemnified Parties. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent, or if
there be a final judgment for the plaintiff, the Indemnifying Party shall indemnify and hold harmless such Indemnified Parties from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. Without the
prior written consent of the Indemnified Party, no Indemnifying Party shall effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought
hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding. 
  
 Section 5.08. Contribution. If the indemnification provided for in this Article 5 is unavailable to the
Indemnified Parties in respect of any Damages, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Damages (i) as
between the Company and the Registering Shareholders holding Registrable Securities covered by a registration statement on the one hand and the underwriters on the other, in such proportion as is appropriate to reflect the relative benefits received
by the Company and such Shareholders on the one hand and the underwriters on the other, from the offering of the Registrable Securities, or if such allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits but also the relative fault of the Company and such Shareholders on the one hand and of such underwriters on the other in connection with the statements or omissions that resulted in such Damages, as well as any other
relevant equitable considerations and (ii) as between the Company on the one hand and each such Shareholder on the other, in such proportion as is appropriate to reflect the relative fault of the Company and of each such Shareholder in
connection with such statements or omissions, as well as any other relevant equitable considerations. The relative benefits received by the Company and such 
  

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 Shareholders on the one hand and such underwriters on the other shall be deemed to be in the same proportion as the total
proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Company and such Shareholders bear to the total underwriting discounts and commissions received by such underwriters, in each
case as set forth in the table on the cover page of the prospectus. The relative fault of the Company and such Shareholders on the one hand and of such underwriters on the other 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 such Shareholders or by such underwriters. The relative fault of the Company on the
one hand and of each such Shareholder on the other 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 such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. 
  
 The Company and the Registering Shareholders agree that it would not be just and equitable if contribution pursuant to this
Section 5.08 were determined by pro rata allocation (even if the underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in the
immediately preceding paragraph. The amount paid or payable by an Indemnified Party as a result of the Damages referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 5.08, no underwriter shall be required to contribute any amount
in excess of the amount by which the total price at which the Registrable Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any Damages that such underwriter has otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and no Registering Shareholder shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities
of such Shareholder were offered to the public (less underwriters’ discounts and commissions) exceeds the amount of any Damages that such Shareholder has otherwise been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent
misrepresentation. Each Registering Shareholder’s obligation to contribute pursuant to this Section 5.08 is several in the proportion that the proceeds of the offering received by such Shareholder bears to the total proceeds of the
offering received by all such Registering Shareholders and not joint. 
  

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 Section 5.09. Participation in Public Offering. No Person may participate in any Public
Offering hereunder unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and the provisions of this Agreement in respect of registration rights.

  
 Section 5.10. Other Indemnification.
Indemnification similar to that specified herein (with appropriate modifications) shall be given by the Company and each Registering Shareholder participating therein with respect to any required registration or other qualification of securities
under any federal or state law or regulation or governmental authority other than the Securities Act. 
  
 Section 5.11. Cooperation by the Company. If any Shareholder shall transfer any Registrable Securities pursuant to Rule 144, the Company shall
cooperate, to the extent commercially reasonable, with such Shareholder and shall provide to such Shareholder such information as such Shareholder shall reasonably request. 
  
 Section 5.12. No Transfer of Registration Rights. None of the rights of Shareholders under this Article 5 shall
be assignable by any Shareholder to any Person acquiring Securities in any Public Offering or pursuant to Rule 144. 
  
 ARTICLE 6 
  
 CERTAIN COVENANTS AND AGREEMENTS 
  
 Section 6.01. Confidentiality. (a) Each Shareholder agrees that Confidential Information (as defined below) furnished and to be furnished
to it was and will be made available in connection with such Shareholder’s investment in the Company. Each Shareholder agrees that it will use, and that it will cause any Person to whom Confidential Information is disclosed pursuant to clause
(i) below to use, the Confidential Information only in connection with its investment in the Company and not for any other purpose (including, without limitation, to disadvantage competitively the Company or any Management Shareholder). Each
Shareholder further acknowledges and agrees that it will not disclose any Confidential Information to any Person, provided that Confidential Information may be disclosed (i) to such Shareholder’s Representatives (as defined below)
in 

  

 47 








 
the normal course of the performance of their duties or to any financial institution providing credit to such Shareholder, (ii) to the extent required
by applicable law, rule or regulation (including complying with any oral or written questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process to which a Shareholder is subject,
provided that such Shareholder gives the Company prompt notice of such request(s), to the extent practicable, so that the Company may seek an appropriate protective order or similar relief (and the Shareholder shall cooperate with such efforts
by the Company, and shall in any event make only the minimum disclosure required by such law, rule or regulation)), (iii) to any Person to whom such Shareholder is contemplating a Transfer of its Company Securities (provided that such
Transfer would not be in violation of the provisions of this Agreement and as long as such potential transferee is advised of the confidential nature of such information and agrees to be bound by a confidentiality agreement in form and substance
reasonably satisfactory to the Company and consistent with the provisions hereof), (iv) to any regulatory authority or rating agency to which the Shareholder or any of its Affiliates is subject or with which it has regular dealings, as long as
such authority or agency is advised of the confidential nature of such information or (v) if the prior written consent of the Board shall have been obtained. Nothing contained herein shall prevent the use (subject, to the extent possible, to a
protective order) of Confidential Information in connection with the assertion or defense of any claim by or against the Company or any Shareholder. 
  
 (b) “Confidential Information” means any information concerning the Company and Persons that are or become its Subsidiaries or the
financial condition, business, operations or prospects of the Company and Persons that are or become its Subsidiaries in the possession of or furnished to any Shareholder (including, without limitation by virtue of its present or former right to
designate a director of the Company), provided that the term “Confidential Information” does not include information that (i) is or becomes generally available to the public other than as a result of a disclosure by a
Shareholder or its partners, directors, officers, employees, agents, counsel, investment advisers or representatives (all such persons being collectively referred to as “Representatives”) in violation of this Agreement, (ii) is
or was available to such Shareholder on a non-confidential basis prior to its disclosure to such Shareholder or its Representatives by the Company or (iii) was or becomes available to such Shareholder on a non-confidential basis from a source
other than the Company, provided that such source is or was (at the time of receipt of the relevant information) not, to the best of such Shareholder’s knowledge, bound by a confidentiality agreement with (or other confidentiality
obligation to) the Company or another Person. 
  

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 Section 6.02. Information. So long as any Company Securities remain outstanding, the Company
shall deliver to each Five Percent Shareholder: 
  
 (a) as soon
as practicable and, in any event within 30 days after the end of each month, the unaudited consolidated balance sheet of the Company and the Subsidiaries as at the end of such month and the related unaudited statement of operations and cash flow for
such month, and for the portion of the fiscal year then ended, in each case prepared in accordance with GAAP, setting forth in comparative form the figures for the corresponding month and portion of the previous fiscal year, and the figures for the
corresponding month and portion of the then current fiscal year as in the Company’s annual operating budget; 
  
 (b) as soon as practicable and in any event within 45 days after the end of the first three fiscal quarters of each fiscal year of the Company,
consolidated balance sheets of the Company and the Subsidiaries as at the end of such period and the related consolidated statements of income, stockholders’ equity and cash flow of the Company and the Subsidiaries for such fiscal quarter, in
each case prepared in accordance with GAAP, setting forth in each case in comparative form the consolidated figures for the corresponding periods of the previous fiscal year, all in reasonable detail and certified by the Company’s Chief
Financial Officer that they fairly present the financial condition of the Company and the Subsidiaries as at the dates indicated and the results of their operations and changes in their financial position for the periods indicated, subject to normal
year-end adjustments; 
  
 (c) as soon as practicable and in any
event within 90 days after the end of each fiscal year of the Company, consolidated balance sheets of the Company and the Subsidiaries as at the end of such year and the related consolidated statements of income, stockholders’ equity and cash
flow of the Company and the Subsidiaries for such fiscal year setting forth in each case, in comparative form, the consolidated figures for the previous year, all in reasonable detail and accompanied by a report thereon of independent certified
public accountants of recognized national standing selected by the Company, which report shall be unqualified as to going concern and scope of audit and shall state that such consolidated financial statements present fairly the financial position of
the Company and the Subsidiaries as at the dates indicated and the results of their operations and changes in their financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as
otherwise stated therein) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; 
  

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 (d) promptly upon their becoming available, copies of all financial statements, reports, notices and
proxy statements sent or made available generally by the Company to its securityholders or by any Subsidiary to its securityholders other than the Company or another Subsidiary, all regular and periodic reports and all registration statements and
prospectuses, if any, filed by the Company or any Subsidiary with any securities exchange or with the SEC, and all press releases and other written statements made available generally by the Company or any Subsidiary to the public; and 

 
 (e) as promptly as reasonably practicable, such additional information
regarding the financial position or business of the Company and its Subsidiaries as such Five Percent Shareholder may reasonably request. 
  
 Section 6.03. Certain Financial Information. So long as any Company Securities remain outstanding, the Company shall deliver to each
Shareholder, whose Aggregate Ownership of Common Shares divided by the Aggregate Ownership of such Common Shares by all Shareholders is 10% or more: 
  
 (a) all information provided in writing to lenders pursuant to the Company’s credit facility; and 
  
 (b) promptly upon receipt thereof, copies of all reports submitted to the
Company by independent public accountants in connection with each annual, interim or special audit of the Company’s financial statements made by such accountant, including, without limitation, the comment letter submitted by such accountants to
management in connection with their annual audit. 
  
 Section 6.04. Business Opportunity. To the fullest extent permitted by applicable law and the Company’s Charter, the doctrine of corporate opportunity, or any other analogous doctrine, shall not apply with respect to the
Company and any Institutional Shareholder. No Institutional Shareholder nor any of its Affiliates shall have any obligation to refrain from (i) engaging in the same or similar activities or lines of business as the Company or developing or
marketing any products or services that compete, directly or indirectly, with those of the Company, (ii) investing or owning any interest publicly or privately in, or developing a business relationship with, any Person engaged in the same or
similar activities or lines of business as, or otherwise in competition with, the Company or (iii) doing business with any client or customer of the Company (each of the activities referred to in clauses (i)-(iii), a “Competing
Activity”); provided that, with respect to each Competing Activity in which an Institutional Shareholder engages, such Institutional Shareholder shall, and shall cause its Affiliates to, use its reasonable best efforts to
(A) avoid taking any actions that would be reasonably likely to have a significant adverse regulatory impact on the 
  

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 Company and the Subsidiaries, taken as a whole, and (B) implement appropriate internal controls to protect
Confidential Information in a manner consistent with the obligations of such Institutional Shareholder pursuant to Section 6.01. 
  
 Section 6.05. First Public Offering. In connection with the First Public Offering, upon the request of the Institutional Shareholders, the
Company and each Shareholder shall take all such actions as may be necessary (including voting for, or executing written consents in favor of, any merger, consolidation or other transaction) to effect a recapitalization of the Company (which
recapitalization shall become effective prior to or concurrently with the consummation of the First Public Offering) pursuant to which (a) the Class A Common Stock and Class L Common Stock shall be combined into a single class of common
stock (the “New Common Stock”) with each Class A Common Share and Class L Common Share being recapitalized into an equal number of shares of the New Common Stock, and (b) the Company shall issue in respect of each Class L
Common Share outstanding as of immediately prior to such recapitalization (in addition to the shares of New Common Stock referred to in clause (a)) a number of shares of New Common Stock having an aggregate value equal to the aggregate amount of
Unpaid Yield (as defined in the Charter) and Unreturned Original Cost (as defined in the Charter) with respect to such Class L Common Share as of immediately prior to the consummation of such recapitalization (provided that the Company may
elect to pay cash in lieu of issuing any fractional shares of New Common Stock). For purposes of the foregoing clause (b), each share of New Common Stock shall be deemed to have a value equal to the public offering price (net of any underwriting
discounts or commissions) of a share of New Common Stock in the First Public Offering or such other value as the Company and the Institutional Shareholders may mutually agree upon after taking into consideration the shares of New Common Stock to be
issued pursuant to such clause (b). 
  
 Section 6.06.
Appointment of CVC Shareholder Representative. (a) Each CVC Entity hereby covenants and agrees that CVC Equity (the “CVC Representative”) is fully and exclusively authorized, empowered and appointed to serve as its sole
representative and agent, to take any and all action, including the execution and delivery of any documents, and make any and all decisions and determinations that may be required or permitted to be taken or made hereunder by such CVC Entity, to
perform all of the obligations of such CVC Entity required or permitted to be performed hereunder, and to execute, deliver and perform on behalf of such CVC Entity any and all amendments hereto. Any such action, decision or determination taken or
made by the CVC Representative, and any such amendment, shall be absolutely and irrevocably binding on such CVC Entity as if such CVC Entity had personally taken such action or made such decision or determination in its, his or her individual (or,
as applicable, fiduciary) capacity. 
  

 51 








 (b) Notwithstanding any other provision of this Agreement, (i) each CVC Entity hereby irrevocably
relinquishes its, his or her right to act independently and other than through the CVC Representative, and (ii) no CVC Entity shall have any right by virtue of any provision in this Agreement or otherwise to institute any suit, action or
proceeding in equity or at law upon or under or with respect to any matter hereunder, any such rights being irrevocably and exclusively delegated to the CVC Representative, who, acting in accordance with the terms hereof, shall be the sole party
entitled to enforce any rights of such CVC Entity with respect to any matter hereunder. 
  
 (c) The CVC Representative hereby acknowledges the foregoing authorization and appointment, agrees to serve as such and covenants and agrees with each other party hereto that it will fulfill all its obligations
hereunder. All actions taken, notices given or received and documents executed by the CVC Representative pursuant to the authority granted hereunder may be relied upon by the Company and the Shareholders, and neither the Company nor any Shareholder
shall be required to make any inquiry regarding such actions, notices or documents. 
  
 (d) The Shareholder serving as CVC Representative may be replaced with another Shareholder at any time and from time to time by the vote of a majority of the Common Shares held by all CVC Entities. Such successor CVC
Representative shall thereupon succeed to and become vested with all the rights and duties of the predecessor CVC Representative, and such predecessor CVC Representative shall be discharged from its duties and obligations hereunder. The successor
CVC Representative shall notify the Company and each Shareholder as promptly as practicable after such replacement. 
  
 ARTICLE 7 
  
 MISCELLANEOUS 
  
 Section 7.01.
Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto and supersedes all prior and contemporaneous agreements and understandings, both oral and written, among the parties hereto with respect to the subject
matter hereof, including the Subscription Agreement dated as of February 25, 2005 among Project Holdings LLC (as predecessor to the Company) and certain of the parties to this Agreement and the letter agreement dated January 18, 2005, as
amended, between CVC Equity and Quadrangle GP Investors LP. 
  

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 Section 7.02. Binding Effect; Benefit. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, successors, legal representatives and permitted assigns. Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto, and their
respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement. 
  
 Section 7.03. Assignability. Neither this Agreement nor any right, remedy, obligation or liability arising
hereunder or by reason hereof shall be assignable by any party hereto pursuant to any Transfer of Company Securities or otherwise, except that any Permitted Transferee acquiring Company Securities and any Person acquiring Company Securities who is
required by the terms of this Agreement or any employment agreement or stock purchase, option, stock option or other compensation plan of the Company or any Subsidiary to become a party hereto shall (unless already bound hereby) execute and deliver
to the Company an agreement to be bound by this Agreement in the form of Exhibit A hereto and shall thenceforth be a “Shareholder”. Any Shareholder who ceases to own beneficially any Company Securities shall cease to be bound by the
terms hereof (other than Section 6.01 and this Article 7). 
  
 Section 7.04. Waiver; Amendment. No provision of this Agreement may be waived except by an instrument in writing executed by the party against whom the waiver is to be effective. No provision of this Agreement may be amended or
otherwise modified except by an instrument in writing executed by the Company with approval of the Board and each Institutional Shareholder; provided that any amendment or modification of Section 3.05, 4.01, 4.02, 4.03, 4.04 or Article 5
that would adversely and disproportionately affect the Management Shareholders relative to the Institutional Shareholders may be effected only with the consent of Management Shareholders holding more than 50% of the outstanding Common Shares held by
all Management Shareholders at the time of such proposed amendment or modification. 
  
 Section 7.05. Notices. All notices, requests and other communications to any party shall be in writing (including facsimile transmissions) and shall be given, 
  
 if to the Company to: 
  

	
	NTELOS Holdings Corp.
	c/o Quadrangle Capital Partners LP
	375 Park Avenue
	New York, NY 10152
	Attention: Kimberley Carlson
	Fax: (212) 418-1701

  

 53 








 with a copy to the Quadrangle Entities and the CVC Entities at the addresses listed below; 
  
 if to any of the Quadrangle Entities, to: 
  

			
	 	  	Quadrangle Capital Partners LP
	 	  	375 Park Avenue
	 	  	New York, NY 10152
	 	  	Attention: Kimberley Carlson
	 	  	Fax: (212) 418-1701
	
	with a copy to:
		
	 	  	Davis Polk & Wardwell
	 	  	450 Lexington Avenue
	 	  	New York, NY 10017
	 	  	Attention: Phillip R. Mills
	 	  	Fax: (212) 450-3800
	
	if to any of the CVC Entities, to:
		
	 	  	Citicorp Venture Capital
	 	  	399 Park Avenue, 14th Floor
	 	  	New York, NY 10043
	 	  	 Attention:  Michael A. Delaney

	 	  	                   Paul C. Schorr
IV

	 	  	Fax: (212) 888-2940
	
	with a copy to:
		
	 	  	Dechert LLP
	 	  	4000 Bell Atlantic Tower
	 	  	1717 Arch Street
	 	  	Philadelphia, PA 19103-2793
	 	  	Attention: Geraldine A. Sinatra
	 	  	Fax: (215) 994-2222

  
 if to a Management
Shareholder, to the address or facsimile number set forth on the signature pages hereto with respect to such Management Shareholder. 
  
 All notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of
receipt and such day is a business day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until 
  

 54 








 the next succeeding business day in the place of receipt. Any notice, request or other written communication sent by
facsimile transmission shall be confirmed by certified mail, return receipt requested, posted within one business day, or by personal delivery, whether courier or otherwise, made within two business days after the date of such facsimile
transmissions. 
  
 Any Person who becomes a Shareholder shall
provide its address and fax number to the Company, which shall promptly provide such information to each Management Shareholder. 
  
 Section 7.06. Fees and Expenses. Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement shall
be paid by the party incurring such cost or expense; provided that the Company shall pay all out-of-pocket costs and expenses of the Institutional Shareholders, including the reasonable fees and expenses of counsel, incurred in connection
with the preparation of this Agreement, or any amendment or waiver hereof, and the transactions contemplated hereby and all matters related hereto. 
  
 Section 7.07. Headings. The headings contained in this Agreement are for convenience only and shall not affect the meaning or interpretation
of this Agreement. 
  
 Section 7.08. Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. 
  
 Section 7.09. Applicable Law. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of Delaware, without regard to the conflicts of laws rules of such state. 
  
 Section 7.10. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 
  
 Section 7.11. Specific Enforcement. Each party hereto acknowledges that the remedies at law of the other parties for a breach or threatened
breach of this Agreement would be inadequate and, in recognition of this fact, any party to this Agreement, without posting any bond, and in addition to all other remedies that may be available, shall be entitled to obtain equitable relief in the
form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy that may then be available. 
  

 55 








 Section 7.12. Consent to Jurisdiction. The parties hereby agree that any suit, action or
proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the District of Delaware or
any Delaware state court sitting in Delaware, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a
transaction of business in the State of Delaware, and each of the parties hereby irrevocably consents to the nonexclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and
irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is
brought in any such court has been brought in an inconvenient form. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the
foregoing, each party agrees that service of process on such party as provided in Section 7.05 shall be deemed effective service of process on such party. 
  

Section 7.13. Severability. If one or more provisions of this Agreement are held to be unenforceable to any extent under applicable law,
such provision shall be interpreted as if it were written so as to be enforceable to the maximum possible extent so as to effectuate the parties’ intent to the maximum possible extent, and the balance of the Agreement shall be interpreted as if
such provision were so excluded and shall be enforceable in accordance with its terms to the maximum extent permitted by law. 
  
 Section 7.14. Recapitalization. If any capital stock or other securities are issued in respect of, in exchange for, or in substitution of, any
Company Securities by reason of any reorganization, recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend, split-up, sale of assets, distribution to stockholders or combination of the
Company Securities or any other change in capital structure of the Company, appropriate adjustments shall be made with respect to the relevant provisions of this Agreement so as fairly and equitably to preserve, as far as practicable, the original
rights and obligations of the parties hereto under this Agreement. 
  
 Section 7.15. No Inconsistent Agreements. The Company will not hereafter enter into any agreement with respect to its securities that is inconsistent with, or grants rights superior to the rights granted to the Shareholders
pursuant to, this Agreement. 
  

 56 








 [Remainder of page intentionally left blank; signature pages begin on the next page.] 

 

 57 








 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective
authorized officers as of the day and year first above written. 
  

			
	THE COMPANY:
	
	NTELOS HOLDINGS CORP.
		
	By:	 	 /s/ Michael Huber        


	 	 	Name: Michael Huber
	 	 	Title: Vice President
		
	By:	 	 /s/ Andrew Gesell


	 	 	Name: Andrew Gesell
	 	 	Title: President












			
	QUADRANGLE ENTITIES:
	
	 QUADRANGLE CAPITAL
PARTNERS LP

		
	By:	 	Quadrangle GP Investors LP, as its
General Partner
		
	By:	 	Quadrangle GP Investors LLC, as its
General Partner
		
	By:	 	 /s/ Michael Huber


	 	 	 Name: Michael Huber

	 	 	 Title: Managing Member

	
	 QUADRANGLE SELECT
PARTNERS LP

		
	By:	 	Quadrangle GP Investors LP, as its
General Partner
		
	By:	 	Quadrangle GP Investors LLC, as its
General Partner
		
	By:	 	 /s/ Michael Huber


	 	 	 Name: Michael Huber

	 	 	 Title: Managing Member

	
	 QUADRANGLE CAPITAL
PARTNERS-A LP

		
	By:	 	Quadrangle GP Investors LP, as its
General Partner
		
	By:	 	Quadrangle GP Investors LLC, as its
General Partner
		
	By:	 	 /s/ Michael Huber


	 	 	 Name: Michael Huber

	 	 	 Title: Managing Member













			
	 CVC ENTITIES:

	
	 CITIGROUP VENTURE CAPITAL
EQUITY PARTNERS, L.P.

		
	By:	 	 CVC Partners LLC, as its General Partner

		
	By:	 	 /s/ Michael Delaney


	 	 	 Name: Michael Delaney

	 	 	 Title: Managing Partner

	
	 CVC/SSB EMPLOYEE FUND, L.P.

		
	By:	 	 CVC Partners LLC, as its General Partner

		
	By:	 	 /s/ Michael Delaney


	 	 	 Name: Michael Delaney

	 	 	 Title: Managing Partner

	
	 CVC EXECUTIVE FUND LLC

		
	By:	 	 Citigroup Venture Capital GP
 Holdings, Ltd., as managing
 member

		
	By:	 	 /s/ Michael Delaney


	 	 	 Name: Michael Delaney

	 	 	 Title: Managing Partner

	
	 /s/ Clayton M. Albertson


	 Clayton M. Albertson

	
	 /s/ Christopher D. Bloise


	 Christopher D. Bloise

	
	 /s/ John P. Civantos


	 John P. Civantos













			
	
	 /s/ Michael A. Delaney


	 Michael A. Delaney

	
	 /s/ Marcus Ehrler


	 Marcus Ehrler

	
	 /s/ Scott F. Elkins


	 Scott F. Elkins

	
	 /s/ Andrew S. Gesell


	 Andrew S. Gesell

	
	 /s/ Michael S. Gollner


	 Michael S. Gollner

	
	 /s/ Richard A. Mayberry, Jr.


	 Richard A. Mayberry, Jr.

	
	 ALCHEMY, L.P.

		
	 By:
	 	 /s/ Thomas McWilliams


	 	 	Name: Thomas McWilliams
	 	 	Title: General Partner
	
	 /s/ Harris Newman


	 Harris Newman

	
	 BG PARTNERS L.P.

		
	 By:
	 	 /s/ Paul C. Shorr


	 	 	Name: Paul C. Shorr
	 	 	Title: Authorized Signatory












			
	
	 /s/ Joseph M. Silvestri


	 Joseph M. Silvestri

	
	 /s/ Michael D. Stephensen


	 Michael D. Stephensen

	
	 /s/ David F. Thomas


	 David F. Thomas

	
	 /s/ James A. Ury


	 James A. Ury

	
	 SIXTY-FOUR BR PARTNERSHIP

		
	 By:
	 	 /s/ S. Comfort


	 	 	Name: S. Comfort
	 	 	Title: Partner
	
	 /s/ Claus von Hermann


	 Claus von Hermann

	
	 /s/ Jeffrey F. Vogel


	 Jeffrey F. Vogel

	
	 ABG INVESTMENT
MANAGEMENT, LLC

		
	 By:
	 	 /s/ John Weber


	 	 	Name: John Weber
	 	 	Title: Authorized Signatory












			
	 MANAGEMENT
SHAREHOLDERS:

	
	 /s/ James S. Quarforth


	 James S. Quarforth

	
	 /s/ Carl A. Rosberg


	 Carl A. Rosberg

	
	 /s/ David R. Maccarelli


	 David R. Maccarelli

	
	 /s/ Michael B. Moneymaker


	 Michael B. Moneymaker













	
	 MANAGEMENT SHAREHOLDERS (continued):

	
	 /s/ Mary McDermott


	 Mary McDermott

	
	 /s/ Frank L. Berry


	 Frank L. Berry

	
	 /s/ David J. Keller


	 David J. Keller

	
	 /s/ Robert L. McAvoy Jr.


	 Robert L. McAvoy Jr.











	
	 MANAGEMENT SHAREHOLDERS (continued):

	
	 /s/ Denise H. Ramey


	 Denise H. Ramey

	
	 /s/ Robbie W. Cale


	 Robbie W. Cale

	
	 /s/ David L. Coats


	 David L. Coats

	
	 /s/ Duane K. Breeden


	 Duane K. Breeden











	
	 MANAGEMENT SHAREHOLDERS (continued):

	
	 /s/ Kenneth R. Boward


	 Kenneth R. Boward

	
	 /s/ S. Craig Highland


	 S. Craig Highland