Shareholders Agreement – Interactive Data Corp.

SHAREHOLDERS AGREEMENT

BY AND AMONG

THE INVESTORS

ON SCHEDULE A HERETO,

INTERACTIVE DATA CORPORATION,

IGLOO INTERMEDIATE CORPORATION

AND

IGLOO HOLDINGS CORPORATION

Dated as of July 29, 2010

TABLE OF CONTENTS


		Page

ARTICLE I
DEFINED TERMS

SECTION 1.01.	Certain Definitions		2
SECTION 1.02.	Other Interpretive Provisions		12

ARTICLE II
REPRESENTATIONS AND WARRANTIES

SECTION 2.01.	Representations of the Shareholders		13
SECTION 2.02.	Representations and Warranties of the Company		13
SECTION 2.03.	Reliance on Representations		14

ARTICLE III
GOVERNANCE

SECTION 3.01.	Board of Directors		14
SECTION 3.02.	Matters Requiring Sponsor Consent		20
SECTION 3.03.	Additional Management Provisions.		22
SECTION 3.04.	Meetings; Notice; Written Consent		23
SECTION 3.05.	Forced IPO		24

ARTICLE IV
TRANSFERS

SECTION 4.01.	Transfer Restrictions		25
SECTION 4.02.	Transfers to Permitted Transferees and Affiliates		29
SECTION 4.03.	Tag-Along Rights.		30
SECTION 4.04.	Drag-Along		33
SECTION 4.05.	Rights and Obligations of Transferees		36
SECTION 4.06.	Preemptive Rights.		37
SECTION 4.07.	Right of First Offer		39
SECTION 4.08.	Rule 144 Sales and Distributions to Investors.		42
SECTION 4.09.	Certain Legal Requirements		42

ARTICLE V
MISCELLANEOUS PROVISIONS

SECTION 5.01.	Distributions in Connection with a Merger or IPO		43
SECTION 5.02.	Other Businesses; Waiver of Certain Duties		44
SECTION 5.03.	Notices		45
SECTION 5.04.	Publicity and Confidentiality		46
SECTION 5.05.	Amendments		47

TABLE OF CONTENTS

(continued)


		Page

SECTION 5.06.	Governing Law; Jurisdiction		47
SECTION 5.07.	Arbitration		48
SECTION 5.08.	Entire Agreement		49
SECTION 5.09.	Waivers		49
SECTION 5.10.	Severability		49
SECTION 5.11.	Further Assurances		49
SECTION 5.12.	No Partnership		49
SECTION 5.13.	Counterparts		49
SECTION 5.14.	Third Party Beneficiaries		49
SECTION 5.15.	Binding Effect; Assignment		50
SECTION 5.16.	Specific Performance		50
SECTION 5.17.	No Third Party Liability		50
SECTION 5.18.	Termination		50
SECTION 5.19.	Joinder		50
SECTION 5.20.	Cooperation on SEC Filings		51
SECTION 5.21.	VCOC Rights		51
SECTION 5.22.	Market Stand-Off.		52
SECTION 5.23.	GRANT OF IRREVOCABLE PROXY		54
SECTION 5.24.	After-Acquired Securities		54
SECTION 5.25.	Stock Splits and Similar Transactions		55
SECTION 5.26.	Electronic Consent		55
SECTION 5.27.	Aggregation		55
SECTION 5.28.	Consents, Approvals and Actions.		55
SECTION 5.29.	Management Fees; Other Fees		55
SECTION 5.30.	Parity of Rights		56


Schedule A	Shareholders	A-1
Schedule B	Equity Contributions

SHAREHOLDERS AGREEMENT

This Shareholders Agreement (the “Agreement“) is made, entered into
and effective as of July 29, 2010 by and among the investors set forth on
Schedule A hereto (collectively, the “Shareholders“), Interactive
Data Corporation, a Delaware corporation (“IDC“), Igloo Intermediate
Corporation, a Delaware corporation (“Holdings“), and Igloo Holdings
Corporation, a Delaware corporation.

WITNESSETH:

WHEREAS, Hg Investors LLC, a Delaware limited liability company (“Hg
LLC“), Igloo Merger Corporation, a Delaware corporation (“Merger
Sub“), and IDC have entered into an Agreement and Plan of Merger, dated as
of May 3, 2010 (the “Merger Agreement“), pursuant to which Merger Sub
will merge with and into IDC, with IDC as the surviving corporation (the
“Merger“);

WHEREAS, in connection with the execution of the Merger Agreement, Hg LLC and
the Sponsors (as defined below) entered into an Equity Financing Commitment
Letter, dated as of May 3, 2010 (the “Equity Commitment Letter“),
pursuant to which the Sponsors agreed to purchase a portion of the equity of Hg
LLC;

WHEREAS, prior to the date hereof, Hg LLC assigned to the Company all of its
rights and obligations under the Equity Commitment Letter;

WHEREAS, prior to the date hereof, Hg LLC assigned to Igloo Co-Invest, LLC
all of its rights and obligations under those certain equity commitment letters
dated as of July 13, 2010, each such letter by and between Hg LLC, on the one
hand, and the applicable non-managing members of Igloo Co-Invest, LLC, on the
other hand;

WHEREAS, as of the date hereof, (i) the Company is controlled by the Sponsors
and the Company owns all of the issued and outstanding equity interests of Hg
LLC, and (ii) Hg LLC owns all of the issued and outstanding capital stock of
Holdings and Holdings owns all of the issued and outstanding capital stock of
Merger Sub;

WHEREAS, upon consummation of the Merger, Holdings will directly hold and the
Company will indirectly hold all of the issued and outstanding shares of common
stock of IDC;

WHEREAS, upon the terms and subject to the conditions set forth in the Equity
Commitment Letter or such other agreements or arrangements as may be entered
into among the Shareholders and the Company, each of the Shareholders wishes to
subscribe for equity securities of the Company in exchange for an equity
contribution in the amount set forth opposite such Shareholder153s name on
Schedule B hereto; and

WHEREAS, the Shareholders and the Company desire to provide for the
management of the Company, Holdings and IDC and to set forth the respective
rights and obligations of the Shareholders generally.

NOW, THEREFORE, in consideration of the foregoing and of the mutual promises
of the parties hereto, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto, intending
to be legally bound, agree as follows:

ARTICLE I

DEFINED TERMS

SECTION 1.01. Certain Definitions. As used in this Agreement, the
following terms have the following meanings:

“Additional Co-Invest Vehicle” means any co-investment vehicle that
may be formed after the Closing Date for the purpose of holding investments in
the Company.

“Affiliate” means, with respect to any Person, any other Person that
directly or indirectly controls, is controlled by, or is under common control
with, such Person; provided that, except with respect to Sections
3.01(k), 3.02(e) and 4.04, neither portfolio companies (as such term is commonly
used in the private equity industry) of a Shareholder nor limited partners,
non-managing members or other similar direct or indirect investors in a
Shareholder shall be deemed to be Affiliates of such Shareholder; and
further provided that none of the Company, Igloo Co-Invest, LLC, any
Additional Co-Invest Vehicle or any of their respective Subsidiaries shall be
deemed to be an Affiliate of the Sponsors or the Shareholders; and further
provided that with respect to any Shareholder that is a “governmental plan”
within the meaning of ERISA the other branches and departments of the applicable
government shall not deemed to be Affiliates of such Shareholder. For these
purposes, “control” shall mean the possession, direct or indirect, 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.

“Agreement” has the meaning set forth in the preamble.

“Alternate Procedure Notice” has the meaning set forth in Section
4.06(f).

“Alternate Procedure Purchasers” has the meaning set forth in Section
4.06(f).

“Alternate Procedure Sponsors Preemptive Period” has the meaning set
forth in Section 4.06(f).

“Applicable Sponsor Transfer Exclusion Amount” means, with respect to
a Shareholder, the excess of (a) the product of (i) the number of Shares held by
such Shareholder immediately following the consummation of an IPO (or, if and to
the extent applicable, held by such Shareholder indirectly through Igloo
Co-Invest, LLC or any Additional Co-Invest Vehicle immediately following the
consummation of the IPO, in each case, based on an assumed hypothetical
liquidation of Igloo Co-Invest, LLC or such Additional Co-Invest Vehicle at such
time) multiplied by (ii) a fraction, the numerator of which is the aggregate
number of Shares Transferred (other than to Permitted Transferees) following the
consummation of the IPO by both Sponsors via Post-IPO Sponsor Transfers pursuant
to Section 4.01(b)(v)(x) or (y), and the denominator of which is the number of
Shares held by the Sponsors, in the aggregate, immediately following the
consummation of an IPO over (b) the aggregate number of Shares transferred by
such Shareholder pursuant to Section 4.01(b)(v).

“Approved Shareholder” means any Shareholder who, at the time of
determination, is an entity of a U.S. state whose indemnification obligations
are limited or prohibited by the laws of such state.

“Board” has the meaning set forth in Section 3.01(a).

“Breaching Drag Shareholder” has the meaning set forth in Section
4.04(d).

“Business Day” means any day other than a Saturday, Sunday or a day on
which banks in New York, New York or San Francisco, California are authorized or
obligated by law or executive order to close.

“Change of Control” means the occurrence of any of the following: (i)
the sale, lease or transfer, in one or a series of related transactions, of all
or substantially all of the assets of the Company and its Subsidiaries, taken as
a whole, to any Person other than the Sponsors or their Affiliates or (ii) the
acquisition by any Person or group (within the meaning of Section 13(d)(3) or
Section 14(d)(2) of the Exchange Act, or any successor provision), including any
group acting for the purpose of acquiring, holding or disposing of securities
(within the meaning of Rule 13d-5(b)(1) under the Exchange Act, or any successor
provision), other than the Sponsors or their Affiliates, in a single transaction
or in a related series of transactions, by way of merger, consolidation or other
business combination or purchase of beneficial ownership (within the meaning of
Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of
the total voting power of the Company or any of its direct or indirect parent
companies holding directly or indirectly 100% of the total voting power of the
Company.

“Closing Date” means the date of the closing of the Merger.

“Code” means the U.S. Internal Revenue Code of 1986, as amended, and
the regulations promulgated thereunder. Any reference to a section of the Code
shall include a reference to any successor provision thereto.

“Co-Invest LLC Agreement” means the Amended and Restated Limited
Liability Company Operating Agreement of Igloo Co-Invest, LLC, dated as of the
Closing Date, as it may be amended, supplemented or otherwise modified from time
to time (or any replacement or successor agreement thereto).

“Company” means Igloo Holdings Corporation, a Delaware corporation,
and any successor thereto (including, in connection with any IPO, the
Registering Entity).

“Company Public Sale” has the meaning set forth in the Registration
Rights Agreement.

“Competitor” has the meaning set forth in Section 4.01(e).

“Controlling Sponsor” has the meaning set forth in Section 3.01(d).

“Coordination Committee” has the meaning set forth in Section 4.08(b).

“Coordination Committee Period” has the meaning set forth in Section
4.08(b).

“Covered Person” has the meaning set forth in the Co-Invest LLC
Agreement.

“Credit Agreement” means the Credit Agreement, dated as of July 29,
2010, among Holdings, IDC and the other parties thereto (including, to the
extent approved in writing by the Sponsors, any amendments, supplements and
other modifications, refinancings and replacements from time to time after the
date hereof).

“Determination Sponsor” means, at the applicable time of
determination, any Sponsor that is entitled to designate three (3) directors at
such time pursuant to Section 3.01(c) (subject to any adjustment pursuant to the
first sentence of Section 3.01(d)).

“Dispute” has the meaning set forth in Section 5.07.

“Drag-Along Participant” has the meaning set forth in Section 4.04(a).

“Drag-Along Transaction” has the meaning set forth in Section 4.04(a).

“Drag Advance Notice” has the meaning set forth in Section 4.04(a).

“Drag Covered Securities” has the meaning set forth in Section
4.04(d).

“Employee Equity Arrangement” means any option pool, stock option,
stock bonus, stock ownership, stock purchase, phantom stock or other equity
incentive plan, agreement, commitment or arrangement for the benefit of one or
more employees, directors, officers and/or consultants of the Company or any of
its Subsidiaries; provided, however, that, for purposes of Section
3.02(j), Employee Equity Arrangement shall not be deemed to include any
subscription, stock purchase or similar agreement entered into with the Company
and approved by the Board, pursuant to which any Employee Shareholder purchased
Shares for cash.

“Employee Equity Sale” means any sale of Shares prior to the
consummation of an IPO by the Sponsors (with each Sponsor making 50% of such
sales unless otherwise agreed by the Sponsors) to either (a) employees,
consultants and/or directors (excluding Sponsor Directors) of the Company and
its Subsidiaries pursuant to any Employee Equity Arrangement or (b) the Company
in connection with a substantially simultaneous offering by the Company of an
equivalent number of Shares to employees, consultants and/or directors
(excluding Sponsor Directors) of the Company and its Subsidiaries pursuant to
any Employee Equity Arrangement.

“Employee Shareholder” means each officer, director, employee or
consultant of the Company or any of its Subsidiaries who holds Shares.

“Employment Arrangement” has the meaning set forth in Section 3.01(g).

“Equity Commitment Letter” has the meaning set forth in the recitals.

“ERISA” means the U.S. Employee Retirement Income Security Act of
1974, as amended, and the regulations promulgated thereunder. Any reference to a
section of ERISA shall include a reference to any successor provision thereto.

“Escrow Agent” has the meaning set forth in Section 4.04(f).

“Excess Amount” means, with respect to each Sponsor, the result of (i)
the aggregate number of Shares held, on the Closing Date, by such Sponsor and
its Permitted Transferees minus (ii) 435 million Shares.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as
amended from time to time.

“Excluded Shareholders” means any Shareholder that has a generally
written applicable policy existing immediately prior to the Closing Date that
was disclosed to a Sponsor on or prior to July 13, 2010 in connection with the
purchase of the Shares or the membership interests in Igloo Co-Invest, LLC and
that provides that the granting of proxies with respect to the voting of public
company securities held by such Shareholder would violate such policy;
provided, that such Shareholder shall cease to be an Excluded Shareholder
on the date, if any, that such policy is terminated or amended in a manner that
permits such Shareholder to grant proxies with respect to public company
securities held by such Shareholder.

“Exercising Sponsor” has the meaning set forth in Section 4.04(a).

“FINRA” means the Financial Industry Regulatory Authority.

“Forced IPO” has the meaning set forth in Section 3.05.

“Fund” has the meaning set forth in Section 5.21.

“Granted Equity Securities” means any securities issued pursuant to
any Employee Equity Arrangement or Employment Arrangement or upon the exercise,
conversion or exchange of any securities issued pursuant to any Employee Equity
Arrangement or Employment Arrangement; provided, however, that
Granted Equity Securities shall not be deemed to include any Shares purchased
for cash by the applicable Employee Shareholder pursuant to a subscription,
stock purchase or similar agreement entered into with the Company and approved
by the Board.

“Hg LLC” has the meaning set forth in the recitals.

“Holdings” has the meaning set forth in the preamble.

“IDC” has the meaning set forth in the preamble.

“Igloo Co-Invest, LLC” means Igloo Co-Invest, LLC, a Delaware limited
liability company.

“Independent Director” means a director who is not affiliated with or
employed by any Sponsor, any Affiliate of a Sponsor, the Company, Holdings, IDC
or any of their respective Subsidiaries.

“Information Recipients” has the meaning set forth in Section 3.03(c).

“Initial Co-Invest Shareholders” has the meaning set forth in Section
5.05.

“Initiating Sponsor” has the meaning set forth in Section 3.05.

“Investment Company Act” means the U.S. Investment Company Act of
1940, as amended from time to time.

“IPO” means the first underwritten public offering and sale of Shares
for cash pursuant to an effective registration statement (other than on Form
S-4, S-8 or a comparable form) under the Securities Act.

“IPO Registration Statement” has the meaning set forth in Section
3.05.

“Issuance Notice” has the meaning set forth in Section 4.06(a).

“JAMS” has the meaning set forth in Section 5.07.

“LTM EBITDA” means Consolidated EBITDA (as defined in the Credit
Agreement) during the twelve (12) consecutive month period ending on the last
day of the last full calendar month that ended before the measurement date.

“Management Agreement” means that certain Transaction and Management
Fee Agreement, dated as of the date hereof, by and among the Company, IDC,
Warburg Pincus LLC and Silver Lake Management Company III, L.L.C., as it may be
amended, supplemented or otherwise modified from time to time in compliance with
Section 5.29 of this Agreement.

“Managing Member” has the meaning set forth in the Co-Invest LLC
Agreement.

“Market Transfer” means a sale (including a block transfer) effected
via registered public offering or under Rule 144 through a securities exchange
or national quotation system or through a broker, dealer or other market maker,
in a manner in which the identity of the purchaser, other than the broker,
dealer or market maker through which such sale is being effected, has not been
designated by the seller and is effected in a manner through which the identity
of the purchaser cannot or would not customarily be available to such seller.

“Merger” has the meaning set forth in the recitals.

“Merger Agreement” has the meaning set forth in the recitals.

“Merger Sub” has the meaning set forth in the recitals.

“Non-Sponsor Transfer Election Period” has the meaning set forth in
Section 4.07(c)(ii).

“Non-Sponsor Transfer Notice” has the meaning set forth in Section
4.07(c)(i).

“Non-Sponsor Transfer Shares” has the meaning set forth in Section
4.07(c)(i).

“Non-Transferring Sponsor” has the meaning set forth in Section
4.07(b)(i).

“Other Agreements” has the meaning set forth in Section 5.30.

“Other Shareholder” means each Shareholder (including its successors
and Permitted Transferees) other than the Sponsors that is a party to this
Agreement.

“Other Shareholder Issuance Notice” has the meaning set forth in
Section 4.06(a).

“Other Shareholder Participation Limit” has the meaning set forth in
Section 4.06(a).

“Other Shareholder Restricted Period” means (a) the period from the
Closing Date until the later of (i) the first anniversary of the consummation of
the IPO and (ii) the earlier of (x) the fifth anniversary of the Closing Date
and (y) the 25% Float Date, provided that, solely with respect to the Initial
Co-Invest Shareholders and their respective Affiliates and Permitted
Transferees, such period shall automatically terminate on the tenth anniversary
of the Closing Date if it has not terminated prior to such date, or (b) in the
case of any Employee Shareholder, any longer or shorter period as may be agreed
in writing between the Company and such Shareholder and that has been approved
by the Board (for the avoidance of doubt, it is understood that clause (a) shall
apply to any Employee Shareholder who is not a party to any such written
agreement).

“Parallel Investment Entity Transfer” has the meaning set forth in
Section 4.01(b).

“Participating Seller” has the meaning set forth in Section 4.09.

“Permitted Syndication Party” has the meaning set forth in the
definition of Permitted Syndication Sale.

“Permitted Syndication Sale” means a sale, consummated on or prior to
the six-month anniversary of the Closing Date, by a Sponsor of a portion of its
Shares to (x) limited partners, members or other direct or indirect investors of
such Sponsor or to any Affiliate of the foregoing or (y) other Persons (subject,
with respect to such other Persons, to delivery of the prior written consent of
the other Sponsor, which consent may be withheld for any reason) (each of the
foregoing pursuant to clauses (x) or (y), a “Permitted Syndication
Party“), in each case, (i) at a price per Share not to exceed $1.00 (subject
to appropriate adjustments to reflect any stock dividend, split, combination or
other recapitalization or similar transaction affecting the Shares occurring
after the date of this Agreement), which is the price per Share paid by such
Sponsor for such Shares on the Closing Date, and (ii) which sale by a Sponsor
may be effected by (a) a direct sale of such Shares to such Permitted
Syndication Party, (b) a direct sale of such Shares to Igloo Co-Invest, LLC
and/or any Additional Co-Invest Vehicle as the entity(ies) in which such
Permitted Syndication Party will be directly investing and/or (c) a direct sale
of such Shares to the Company in connection with a substantially simultaneous
offering by the Company of an equivalent number of Shares to such Permitted
Syndication Party or to Igloo Co-Invest, LLC and/or any Additional Co-Invest
Vehicle as the entity in which such Permitted Syndication Party will be directly
investing.

“Permitted Transferee” has the meaning set forth in Section 4.02.

“Person” means any individual, partnership, limited liability
partnership, association, corporation, limited liability company, unincorporated
organization, estate, trust or joint venture, or a government or any agency or
political subdivision thereof.

“Post-IPO Sponsor Transfer” means a Transfer of Shares by one or both
Sponsors following the consummation of an IPO but prior to the end of the Other
Shareholder Restricted Period.

“Preemptive Rights Employee Shareholder” means any Employee
Shareholder who has been granted, in writing, preemptive rights under Section
4.06 but only if such writing was approved by the Board.

“Preemptive Rights Other Shareholders” means the Other Shareholders
(other than the Employee Shareholders) and the Preemptive Rights Employee
Shareholders.

“Preemptive Rights Period” means (i) with respect to the Sponsors, the
period from the Closing Date until the earlier of the consummation of an IPO and
the consummation of a Change of Control, (ii) with respect to the Preemptive
Rights Other Shareholders (other than any Preemptive Rights Employee Shareholder
subject to clause (iii) below), the period from the Closing Date until the
earlier of the consummation of an IPO and the consummation of a Change of
Control; provided, however, with respect to clause (ii), that
subject to Section 5.18 and solely with respect to the Initial Co-Invest
Shareholders and their respective Affiliates and Permitted Transferees, in the
event that the consummation of a Change of Control precedes the consummation of
an IPO and the Sponsors maintain preemptive rights with respect to the
securities that they hold following such Change of Control, the Preemptive
Rights Period shall continue until the earlier of (x) the consummation of an IPO
or (y) the date on which the Sponsors no longer have such preemptive rights and
(iii) with respect to Preemptive Rights Employee Shareholders, any period as may
be agreed in writing between the Company and such Preemptive Rights Employee
Shareholder and that has been approved by the Board (for the avoidance of doubt,
it is understood that clause (ii) above shall apply to any Preemptive Rights
Employee Shareholder who is not a party to any such written agreement).

“Preemptive Securities” has the meaning set forth in Section 4.06(a).

“Pro Rata Portion” means, with respect to a given Shareholder:

(a) for purposes of each Transfer subject to Section 4.03 (with respect to
each class of securities to be Transferred), a number of securities of such
class determined by multiplying (i) the number of securities of such class
proposed to be Transferred by the Selling Sponsors pursuant to Section 4.03 in
such Transfer, by (ii) a fraction, the numerator of which is the number of
securities of such class (other than Granted Equity Securities) held by the
Tagging Shareholder at the time the Tag Notice for such Transfer is given and
the denominator of which is the total number of securities of such class (other
than Granted Equity Securities) held at such time by the Selling Sponsors, all
Tagging Shareholders (including such Tagging Shareholder) and all other Persons
who otherwise are Transferring, or have a contractual or other right to
Transfer, securities of such class in connection with such Transfer;

(b) for purposes of each Transfer subject to Section 4.04 (with respect to
each class of securities to be Transferred), a number of securities of such
class determined by multiplying (i) the number of securities of such class held
by such Shareholder at the time the Drag Notice for such Transfer is given, by
(ii) a fraction, the numerator of which is the number of securities of such
class to be Transferred by the Exercising Sponsor(s) and the denominator of
which is the total number of securities of such class held at such time by the
Exercising Sponsor(s);

(c) for purposes of Section 4.06 (with respect to each purchase of Preemptive
Securities), a number of Preemptive Securities determined by multiplying (i) the
number of Preemptive Securities proposed to be issued, by (ii) a fraction, the
numerator of which is the number of Shares held by the Shareholder at the time
the Issuance Notice for such Preemptive Securities is given and the denominator
is the total number of Shares held at such time by the Sponsors, all Other
Shareholders permitted to purchase Preemptive Securities pursuant to Section
4.06 and all other Persons who are purchasing, or have a contractual or other
right to purchase, such Preemptive Securities; and

(d) for purposes of each Transfer subject to Section 4.07 (with respect to
each class of securities to be Transferred), a number of ROFO Securities of such
class determined by multiplying (i) the number of ROFO Securities of such class
proposed to be Transferred by the Transferring Shareholder, by (ii) a fraction,
the numerator of which is the number of ROFO Securities of such class held by
the relevant Sponsor at the time the Sponsor Transfer Notice for such Transfer
is given and the denominator of which is the total number of ROFO Securities of
such class held at such time by the Sponsors, in the aggregate.

“Proceeding” has the meaning set forth in Section 3.02(k).

“Proportionate Reduction Event” has the meaning set forth in Section
3.01(c).

“Public Change of Control” means any Change of Control in which the
consideration paid or payable to the Shareholders consists solely of (i) any
combination of cash and Publicly Traded Securities or (ii) Publicly Traded
Securities.

“Publicly Traded Securities” means securities which are traded on a
United States or foreign securities exchange or otherwise actively traded in an
over-the-counter market in the United States or otherwise.

“Recommended Primary Securities” has the meaning set forth in Section
3.05.

“Registering Entity” has the meaning set forth in Section 5.01(b).

“Registration Rights Agreement” means the Registration Rights
Agreement, dated as of the Closing Date, by and among the Company, certain of
the Shareholders and the other parties thereto, as it may be amended,
supplemented or otherwise modified from time to time (or any replacement or
successor provision thereto).

“Representative” has the meaning set forth in Section 5.21.

“Restricted Period” means the period from the Closing Date until the
earlier of (i) the 25% Float Date and (ii) the fifth anniversary of the Closing
Date.

“ROFO Securities” has the meaning set forth in Section 4.07(b).

“Rule 144” means Rule 144 promulgated under the Securities Act or any
successor rule thereto.

“Securities Act” means the U.S. Securities Act of 1933, as amended
from time to time.

“Selling Sponsor” has the meaning set forth in Section 4.03(a).

“Shareholders” has the meaning set forth in the preamble.

“Shares” means the shares of common stock, par value $0.01 per share,
of the Company, and any shares of capital stock of the Company issued with
respect to such common stock by way of a stock dividend or distribution payable
thereon or stock split, reverse stock split, recapitalization, reclassification,
reorganization, exchange, subdivision or combination thereof (including any
shares of common stock of any Registering Entity).

“Silver Lake” means Silver Lake Partners III, L.P., Silver Lake
Technology Investors III, L.P., their respective Affiliates that are direct or
indirect equity investors in the Company and any successors to the foregoing
(excluding any Additional Co-Invest Vehicle, Igloo Co-Invest, LLC and any
Employee Shareholder).

“Silver Lake Director” has the meaning set forth in Section 3.01(b).

“Special Purpose Vehicle” has the meaning set forth in Section
4.03(f).

“Sponsors” means (i) Silver Lake and (ii) Warburg Pincus.

“Sponsor Director” has the meaning set forth in Section 3.01(b).

“Sponsor Exercise Notice” has the meaning set forth in Section
4.06(a).

“Sponsor Group” means a Sponsor together with its Permitted
Transferees.

“Sponsor Participation Percentage” has the meaning set forth in
Section 4.06(a).

“Sponsor Transfer Election Period” has the meaning set forth in
Section 4.07(b)(ii).

“Sponsor Transfer Notice” has the meaning set forth in Section
4.07(b)(i).

“Sponsor Transfer Shares” has the meaning set forth in Section
4.07(b)(i).

“Subsidiary” means, with respect to any Person, any entity of which
(i) a majority of the total voting power of shares of stock or equivalent
ownership interests entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers, trustees or other
members of the applicable governing body thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof, or (ii) if no such
governing body exists at such entity, a majority of the total voting power of
shares of stock or equivalent ownership interests of the entity is at the time
owned or controlled, directly or indirectly, by that Person or one or more
Subsidiaries of that Person or a combination thereof. For purposes hereof, a
Person or Persons shall be deemed to have a majority ownership interest in a
limited liability company, partnership, association or other business entity if
such Person or Persons shall be allocated a majority of limited liability
company, partnership, association or other business entity gains or losses or
shall be or control the managing member or general partner of such limited
liability company, partnership, association or other business entity.

“Tag-Along Participation Notice” has the meaning set forth in Section
4.03(c).

“Tag-Along Sale” has the meaning set forth in Section 4.03(a).

“Tag Covered Securities” has the meaning set forth in Section 4.03(a).

“Tag Notice” has the meaning set forth in Section 4.03(c).

“Tagging Shareholders” has the meaning set forth in Section 4.03(a).

“Transaction Expenses” has the meaning set forth in Section 4.04(g).

“Transfer” means any sale, pledge, hypothecation, assignment,
encumbrance or other transfer or disposition of any obligation, right or
interest to any other Person, whether directly, indirectly, voluntarily,
involuntarily, by operation of law, pursuant to judicial process or otherwise,
and “Transferred“, “Transferring” and “Transferee” each
have a correlative meaning; provided that (i) the change of any trust,
trustee or fiduciary (including the general partner, manager or other managing
entity) of a Shareholder (as a successor trust, trustee or fiduciary of such
Shareholder) and (ii) the transfer of limited partnership interests, limited
liability company interests or similar interests in any of the Sponsors, any
other private equity fund or any direct or indirect parent entity with respect
to any such Sponsor or private equity fund, in each case, shall not constitute a
Transfer for purposes of this Agreement.

“Transferring Sponsor Group” has the meaning set forth in Section
3.01(c).

“Underwritten Offering” has the meaning set forth in the Registration
Rights Agreement.

“Warburg Pincus” means Warburg Pincus Private Equity X, L.P. and
Warburg Pincus X Partners, L.P., their respective Affiliates that are direct or
indirect equity investors in the Company and any successors to the foregoing
(excluding any Additional Co-Invest Vehicle, Igloo Co-Invest, LLC and any
Employee Shareholder).

“WP Director” has the meaning set forth in Section 3.01(b).

“25% Float Date” means the date, as reasonably determined by each of
the Sponsors, after the consummation of an IPO, on which at least twenty-five
percent (25%) of the outstanding Shares (i) are held by Persons other than the
Shareholders or the Company or any of its Subsidiaries (including Holdings and
IDC) and (ii) are not subject to transfer restrictions (including under
applicable securities laws or pursuant to this Agreement or any Co-Invest
Agreement (as defined in the Registration Rights Agreement)) as to which the
Company153s transfer agent has been notified.

SECTION 1.02. Other Interpretive Provisions. (a) In this Agreement,
except as otherwise provided:

(i) A reference to an Article, Section, Schedule or Exhibit is a reference to
an Article or Section of, or Schedule or Exhibit to, this Agreement, and
references to this Agreement include any recital in or Schedule or Exhibit to
this Agreement.

(ii) The Schedules and Exhibits form an integral part of and are hereby
incorporated by reference into this Agreement.

(iii) Headings and the Table of Contents are inserted for convenience only
and shall not affect the construction or interpretation of this Agreement.

(iv) Unless the context otherwise requires, words importing the singular
include the plural and vice versa, words importing the masculine include the
feminine and vice versa, and words importing persons include corporations,
associations, partnerships, joint ventures and limited liability companies and
vice versa.

(v) Unless the context otherwise requires, the words “hereof” and “herein”
and words of similar meaning refer to this Agreement as a whole and not to any
particular Article, Section or clause. The words “include,” “includes” and
“including” shall be deemed to be followed by the words “without limitation.”

(vi) All determinations to be made by the Sponsors hereunder may be made by
the Sponsors in their sole discretion, and the Sponsors may determine, in their
sole discretion, whether or not to take actions that are permitted, but not
required, by this Agreement to be taken by the Sponsors, including the giving or
withholding of any consents contemplated hereby.

(b) The parties hereto have participated jointly in the negotiation and
drafting of this Agreement. In the event an ambiguity or question of intention
or interpretation arises, this Agreement shall be construed as if drafted
jointly by the parties hereto, and no presumption or burden of proof shall arise
favoring or disfavoring any party by virtue of the authorship of any provisions
of this Agreement.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

SECTION 2.01. Representations of the Shareholders. Each Shareholder
hereby represents and warrants, severally and not jointly, and solely on its own
behalf, to each other Shareholder and to the Company, Holdings and IDC that as
of the date hereof or such later date as such Person shall first become a
Shareholder:

(a) Existence; Authority; Enforceability. If such Shareholder is an
individual, such Shareholder is of legal age to execute this Agreement and is
legally competent to do so. If such Shareholder is not an individual, such
Shareholder is duly organized and validly existing under the laws of its
jurisdiction of organization and has the necessary power and authority to
execute and deliver this Agreement and to carry out and perform its obligations
hereunder, the execution, delivery and performance of this Agreement, and the
consummation of the transactions contemplated hereby, have been duly and validly
authorized and approved by all necessary corporate or other action of such
Shareholder and no other corporate or other actions or proceedings of such
Shareholder are necessary to authorize the execution, delivery and performance
of this Agreement and the consummation of any of the transactions contemplated
hereby. This Agreement has been duly and validly executed and delivered by such
Shareholder and constitutes its, his or her legal, valid and binding obligation,
enforceable against such Shareholder in accordance with its terms, subject to
the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors153 rights
generally, general equitable principles (whether considered in a proceeding in
equity or at law) and any implied covenant of good faith and fair dealing.

(b) Absence of Conflicts. The execution, delivery and performance of
this Agreement, and the consummation of the transactions contemplated hereby, by
such Shareholder do not and will not (i) result in a breach or violation of any
of the terms, conditions or provisions of, or constitute a default (with or
without notice or lapse of time, or both) under, or give rise to a right of
termination, cancellation or acceleration of any obligation or to the loss of
any benefit under, any material indenture, mortgage, deed of trust, credit
agreement, note or other evidence of indebtedness, or any lease or other
agreement, or any license, permit, franchise or certificate, to which such
Shareholder is a party or by which it is bound, (ii) require any authorization
or approval under or pursuant to any of the foregoing which has not heretofore
been obtained, (iii) in the case of Shareholders who are not individuals,
violate the organizational or governing documents of such Shareholder, or (iv)
violate any statute, regulation, law, order, writ, injunction, judgment or
decree applicable to such Shareholder or any of its properties.

SECTION 2.02. Representations and Warranties of the Company. Each of
the Company, Holdings and IDC hereby represents and warrants to each Shareholder
that as of the date hereof:

(a) Existence; Authority; Enforceability. Each of the Company,
Holdings and IDC is a corporation duly organized and validly existing under the
laws of the State of Delaware and has the necessary corporate power and
authority to enter into this Agreement and to carry out its obligations
hereunder. The execution of this Agreement, and the consummation of the
transactions contemplated hereby, have been authorized by all necessary
corporate action of each of the Company, Holdings and IDC, and no other
corporate action of each of the Company, Holdings and IDC is necessary to
authorize the execution of this Agreement and the consummation of any of the
transactions contemplated hereby. This Agreement has been duly executed by each
of the Company, Holdings and IDC and constitutes its legal, valid and binding
obligation, enforceable against each of the Company, Holdings and IDC in
accordance with its terms, subject to the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws
relating to or affecting creditors153 rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and any
implied covenant of good faith and fair dealing.

(b) Absence of Conflicts. The execution, delivery and performance of
this Agreement by each of the Company, Holdings and IDC do not and will not (i)
result in a breach of any of the terms, conditions or provisions of, or
constitute a default under, any material indenture, mortgage, deed of trust,
credit agreement, note or other evidence of indebtedness, or any lease or other
agreement, or any license, permit, franchise or certificate, to which the
Company, Holdings or IDC is a party or by which the Company, Holdings or IDC is
bound, (ii) require any authorization or approval under or pursuant to any of
the foregoing which has not heretofore been obtained, (iii) violate the
organizational or governing documents of the Company, Holdings or IDC, or (iv)
violate in any material respect any statute, regulation, law, order, writ,
injunction or decree to which the Company, Holdings or IDC is subject.

SECTION 2.03. Reliance on Representations. The foregoing
representations and warranties may be relied upon by the Company, Holdings, IDC
and by the Shareholders, in connection with the entering into of this Agreement.

ARTICLE III

GOVERNANCE

SECTION 3.01. Board of Directors. (a) The business and affairs of the
Company shall be governed by a Board of Directors (the “Board“).

(b) Subject to the other provisions of this Article III, the Board shall
consist of up to ten (10) directors and shall include (i) three (3) directors
designated by Warburg Pincus (each, a “WP Director“), (ii) three (3)
directors designated by Silver Lake (each, a “Silver Lake Director” and
the Silver Lake Directors together with the WP Directors, the “Sponsor
Directors“), (iii) the Executive Chairman (if and only for so long as the
Company shall have an employee serving in such capacity), (iv) the Chief
Executive Officer of IDC and (v) up to two (2) Independent Directors designated
by the unanimous written consent of the Sponsors.

(c) The right of each Sponsor to designate three (3) directors pursuant to
Section 3.01(b) or nominate three (3) directors pursuant to Section 3.01(l)
shall be subject to the following:

(i) If, at any time after the Closing Date, a Sponsor Group Transfers (other
than Transfers to Permitted Transferees) Shares resulting in such Sponsor Group
holding, immediately after such Transfer, less than 300 million Shares, then the
Sponsor that is a member of such Sponsor Group shall only be entitled to
designate or nominate, as applicable, two (2) directors. If, at any time after
the Closing Date, a Sponsor Group Transfers (other than Transfers to Permitted
Transferees) Shares resulting in such Sponsor Group holding, immediately after
such Transfer, less than 150 million Shares, then the Sponsor that is a member
of such Sponsor Group shall only be entitled to designate or nominate, as
applicable, one (1) director. If, at any time after the Closing Date, a Sponsor
Group Transfers (other than Transfers to Permitted Transferees) Shares resulting
in such Sponsor Group holding, immediately after such Transfer, less than 25
million Shares, then the Sponsor that is a member of such Sponsor Group shall
not be entitled to designate or nominate, as applicable, any directors.

(ii) Notwithstanding Section 3.01(c)(i), in connection with a Transfer by a
Sponsor Group, there shall be no reduction in Board designation rights pursuant
to this Section 3.01(c) if the Sponsor Group effecting such Transfer (the
“Transferring Sponsor Group“) either (x) holds, immediately after such
Transfer, (I) fewer Shares than the other Sponsor Group and (II) such number of
Shares held by the Transferring Sponsor Group effecting such Transfer is equal
to or greater than the product of 51.48% multiplied by the number of Shares held
by the other Sponsor Group immediately after such Transfer or (y) holds,
immediately after such Transfer, more Shares than the other Sponsor Group and a
reduction in the Board designation rights has not been effected previously with
respect to such other Sponsor Group as a result of the application of clause (x)
of this paragraph to such other Sponsor Group (an illustrative example of the
application of this clause (y) is set forth in Annex I hereto).

(iii) Prior to the consummation of an IPO, the numbers of Shares set forth in
Section 3.01(c)(i) shall automatically be proportionately adjusted downward in
the event of a Transfer or other transaction or series of related Transfers or
other transactions in which the number of Shares held by both Sponsor Groups is
proportionately reduced (a “Proportionate Reduction Event“), such that
if, for example, there is a pro rata Transfer of ten percent (10%) of the Shares
held by both Sponsor Groups, then the thresholds set forth in this paragraph
shall be reduced by ten percent (10%); provided, that in no event shall
any such proportionate reduction of the numbers of Shares in connection with a
Proportionate Reduction Event entitle either Sponsor to recover any Board
designation rights that it had lost pursuant to the preceding sentence prior to
such Proportionate Reduction Event.

(iv) Prior to the consummation of an IPO, except as otherwise agreed by both
Sponsors (or, if only one Sponsor is a Determination Sponsor at such time, the
Controlling Sponsor), in the event that the number of a Sponsor153s director
designees is reduced in the manner described in this Section 3.01(c), the size
of the Board shall automatically be decreased on a one-for-one basis with any
such reduction.

(d) The size and composition of the Board may be changed upon the mutual
written agreement of the Sponsors. Notwithstanding the foregoing sentence, at
such time as only one of the Sponsors is a Determination Sponsor, the Sponsor
that is such Determination Sponsor (the “Controlling Sponsor“) shall be
entitled to change the composition of the Board in its sole discretion and
without the consent of the other Sponsor (including to the effect, if so
desired, that the Controlling Sponsor has the right to designate a majority of
the directors to the Board), subject to compliance with such other Sponsor153s
Board designation rights under this Section 3.01, if any.

(e) Each Sponsor shall have the sole and exclusive right to immediately
designate and remove its Sponsor Directors, as well as the exclusive right to
fill vacancies created by its not having designated a director it is entitled to
designate or by reason of death, removal or resignation of any such designee.

(f) Decisions of the Board shall require the approval by a majority vote of
the directors; provided, that neither the Board nor any committee of the
Board shall be permitted to take any action without the prior consent of (i)
Warburg Pincus, if Warburg Pincus is, at such time, a Determination Sponsor, and
(ii) Silver Lake, if Silver Lake is, at such time, a Determination Sponsor.

(g) The Company, Holdings and IDC shall not take or commit to take, and shall
not cause or allow any of their Subsidiaries to take or commit to take, any of
the following actions without the prior approval and consent(s) required at such
time pursuant to Section 3.01(f):

(i) the approval of any annual budget or strategic, operating or business
plan, related business policies and any material amendments and deviations from
the foregoing;

(ii) the execution of, or material amendment or modification of, any material
contract, including any employment agreement, consulting agreement or other
similar agreement or arrangement (an “Employment Arrangement“), whether
written or oral, with a term of more than one (1) year or providing for an
annual base salary and bonus, commissions or severance reasonably expected to
exceed $150,000;

(iii) the hiring, termination, promotion or demotion of, or the taking of any
other action that would reasonably be expected to constitute “good reason” (or
any similar concept) under any applicable employment agreement or benefit plan
with respect to, the Executive Chairman, the Chief Executive Officer or Chief
Financial Officer, or any other executive officer who reports directly to the
Chief Executive Officer, or the execution or material amendment of any
Employment Arrangement with any such executive officer;

(iv) the appointment of, or execution of any engagement or commitment letter
or similar or related agreement with, any financial or investment banking
advisor in connection with any financing, merger or acquisition or similar
material strategic transactions involving the Company or any of its
Subsidiaries;

(v) the cessation of, or material change in, any existing (at the applicable
time) lines of business;

(vi) the authorization or grant of any registration rights with respect to
any equity securities of the Company or any of its Subsidiaries;

(vii) the authorization or grant of any awards under, or the acceleration of
the vesting of shares under any Employee Equity Arrangement, except for any
acceleration of vesting that occurs automatically pursuant to the terms of any
awards previously approved pursuant to this Section 3.01(g)(vii);

(viii) the appointment or removal of a Person as auditor or the approval or
effectuation of any material changes in accounting methods or policies (other
than as required by generally accepted accounting principles or applicable law);

(ix) the creation of, or authorization of the creation of, or the holding of
any capital stock or other equity interests in, any Subsidiary;

(x) the creation of any committees of the Board (other than an audit
committee and a compensation committee) or any material modification of the
powers, duties or responsibilities of any such committee;

(xi) designation of a director (other than the Executive Chairman, if any
individual is serving in such capacity at such time) as Chairman of the Board;

(xii) the creation of any new class or series of capital stock, and except
for the issuance of Shares upon the exercise of options or other awards
previously approved pursuant to Section 3.01(g)(vii), the authorization or
issuance of any capital stock or other equity interests of the Company or any of
its Subsidiaries (except any creation and/or issuance to the Company or any of
its wholly-owned Subsidiaries and any related authorization);

(xiii) the determination of targets under employee (whether cash or equity)
incentive plans and the aggregate amounts payable to employees under such plans;

(xiv) except to the extent set forth in a written policy approved by the
Board and the Sponsors (in accordance with this Section 3.01(g)), the
incurrence, assumption (including by way of acquisition or guarantee of
indebtedness for borrowed money), optional prepayment, redemption, repurchase or
other retirement for value of any indebtedness for borrowed money of the Company
and its Subsidiaries or the material amendment or modification of the
documentation governing any indebtedness for borrowed money of the Company and
its Subsidiaries; and

(xv) any other action required by applicable law to be taken by the
stockholders of the Company.

(h) The Company and the Shareholders shall take all actions reasonably
necessary to cause the membership of the Board and any committees of the Board
to consist of persons designated in accordance with the provisions of this
Section 3.01 (including by voting or providing a written consent or proxy with
respect to each Shareholder153s Shares or causing the adoption of shareholders
resolutions and amendments to the certificate of incorporation, bylaws or
equivalent governing documents of the Company). At the request of either Sponsor
that is then entitled to designate at least one Sponsor Director, the Company,
Holdings, IDC and the Shareholders shall take all actions reasonably necessary
to cause the persons constituting the Board to be appointed as the sole members
of the boards of directors (or similar governing bodies) of Holdings, IDC and
any or all of their respective Subsidiaries. Notwithstanding anything that may
be permitted pursuant to the constituent documents of the Company, Holdings, IDC
or any of their respective Subsidiaries, no Shareholder or Affiliate thereof
shall take any action with respect to the Company, Holdings, IDC or any of their
respective Subsidiaries that would be inconsistent with the provisions of this
Agreement.

(i) To the extent permitted by law, if a director is absent or wishes to
recuse himself or herself from the approval of any action to be taken by the
Board (or the board of directors or a similar governing body) of Holdings, IDC
or any of their respective Subsidiaries, such director may designate an
alternate director or give a proxy to another director of his or her choosing in
accordance with, and to the extent permitted by, applicable law.

(j) Sections 3.01(a)-(i) (except for Section 3.01(c) to the extent it applies
to the nomination of directors pursuant to Section 3.01(l)) shall terminate upon
the consummation of an IPO.

(k) The Board (and, prior to the consummation of an IPO, at the request of
either Sponsor that is then entitled to designate at least one Sponsor Director,
the boards of directors or similar governing bodies of Holdings and IDC and any
of their respective Subsidiaries) shall be required to establish an audit
committee and a compensation committee. To the extent permitted by applicable
laws and regulations and stock exchange listing rules, each Sponsor Group shall
be entitled to have at least one of the directors designated or nominated by
such Sponsor Group pursuant to this Section 3.01 serve as a member of each such
committee, as well as any other committees that the Board (or, prior to the
consummation of an IPO, the board of directors or similar governing bodies of
Holdings and IDC and any of their respective Subsidiaries) shall determine to
establish, for as long as such Sponsor Group is entitled to designate or
nominate at least one director pursuant to this Section 3.01; provided,
however, that if the Board (or, prior to the consummation of an IPO, the
board of directors or similar governing bodies of Holdings and IDC and any of
their respective Subsidiaries) shall establish a committee to consider a
proposed transaction between either Sponsor (or any of its Affiliates), on the
one hand, and the Company or any of its Subsidiaries, on the other hand, then
the directors designated or nominated by the applicable Sponsor whose (or whose
Affiliate153s) transaction is being considered by such committee shall be excluded
from participation on such committee.

(l) Following the consummation of an IPO, unless otherwise agreed in writing
by the Sponsors and subject to
Section 3.01(c), each Sponsor shall have the right to nominate three (3)
directors of the Board. For so long as a Sponsor Group has the right to nominate
one or more directors for election pursuant to this Section 3.01(l), in
connection with each election of directors, the Company shall nominate each such
director for election to the Board as part of the slate that is included in the
proxy statement (or consent solicitation or similar document) of the Company
relating to the election of directors and shall provide the highest level of
support for the election of such directors as it provides to any other
individual standing for election to the Board as part of the Company153s slate of
directors. For so long as each Sponsor has the right to nominate three (3)
directors pursuant to this Section 3.01(l), the Company and each Shareholder
shall take such actions as are necessary to cause the Sponsors153 six (6)
directors to constitute a majority of the Board immediately following the
consummation of the IPO.

(m) The Company, Holdings, IDC or their respective Subsidiaries, as the case
may be, shall reimburse the directors for all reasonable out-of-pocket expenses
incurred in connection with their attendance at meetings of the Board or the
boards of directors (or similar governing bodies) of Holdings, IDC or such
Subsidiaries, and any committees thereof, including travel, lodging and meal
expenses.

(n) The Company, Holdings and IDC shall obtain customary director and officer
indemnity insurance on commercially reasonable terms as determined by the Board
and that is reasonably acceptable to each Sponsor Group that is then entitled to
designate or nominate at least one director.

(o) In addition to any other indemnification rights that the directors have
pursuant to the Company153s certificate of incorporation and the bylaws, each
person designated or nominated by a Sponsor Group to serve on the Board or the
board of directors (or a similar governing body) of Holdings, IDC or any of
their respective Subsidiaries shall have the right to enter into, and each of
the Company, Holdings and IDC agrees to enter into (and/or to cause such
Subsidiaries to enter into), an indemnification agreement in a form consistent
with indemnification agreements customarily entered into between companies and
their independent board members and a related indemnification side letter with
the Sponsors confirming that the Company or any of its Subsidiaries are the
primary obligors in director indemnification matters in a form consistent with
indemnification side letters customarily entered into between companies and
their investors.

(p) For so long as Silver Lake has at least one Board designation or
nomination right under this Section 3.01, the right to designate or nominate one
such member of the Board pursuant to this Section 3.01 shall be exercisable
solely by Silver Lake Partners III, L.P.

(q) For so long as Warburg Pincus has at least one Board designation or
nomination right under this Section 3.01, the right to designate or nominate one
such member of the Board pursuant to this Section 3.01 shall be exercisable
solely by Warburg Pincus Private Equity X, L.P.

(r) The rights of each Sponsor under this Section 3.01 shall be transferable
to such Sponsor153s Permitted Transferees but otherwise shall not be transferable
other than with the prior written consent of the other Sponsor.

(s) This Section 3.01 shall terminate upon the consummation of a Change of
Control.

SECTION 3.02. Matters Requiring Sponsor Consent. Until the earlier of
the consummation of an IPO and the consummation of a Change of Control, the
Company, Holdings and IDC shall not take or commit to take, and shall not cause
or allow any of their respective Subsidiaries to take or commit to take, any of
the following actions without the prior written consent of each Sponsor that is,
at such time, entitled to designate at least two (2) directors pursuant to
Section 3.01:

(a) any amendment, change, waiver, alteration or repeal of any provision of
the certificate of incorporation, by-laws or equivalent constituent documents of
the Company, Holdings or IDC (excluding (A) any increase in authorized capital
stock or other equity interests available for issuance, (B) the creation of any
new class or series of capital stock or other equity interests, (C) the
amendments contemplated by Section 3.05 and (D) any other amendment, change,
alteration or repeal consistent with provisions of this Agreement that are in
effect at such time);

(b) any dividend or distribution of any kind on any shares of capital stock
or other equity interests, other than dividends or distributions (i) to the
Company or any of its wholly-owned Subsidiaries or (ii) in which both Sponsors
participate on a pro rata basis based on their relative ownership of shares of
capital stock and other equity interests;

(c) any repurchase or redemption of equity securities from (i) employees,
other than upon such employees153 termination of employment pursuant to the terms
of repurchase or similar agreements or arrangements, in effect from time to
time, providing for the repurchase or redemption of capital stock or other
equity securities at fair market value or, if such termination is for “cause”
(as defined in such applicable agreements or arrangements) or in other
applicable circumstances that permit the Company or its Subsidiaries to
repurchase or redeem equity securities from employees, at the lesser of fair
market value and the purchase price paid or ascribed to such capital stock or
other equity securities upon such employees153 acquisition thereof, or (ii) either
or both Sponsors, other than repurchases or redemptions in which both Sponsors
participate on a pro rata basis based on their relative ownership of shares of
capital stock and other equity interests;

(d) any dissolution, liquidation, bankruptcy, assignment to its creditors or
wind-up of the business and affairs or any similar transaction or other action
relating to an entity153s insolvency, in each case of the Company, Holdings, IDC
or any of their respective material Subsidiaries, or any consent to any of the
foregoing;

(e) any transaction between or among the Company, Holdings, IDC or any of
their respective Subsidiaries, on the one hand, and any director or executive
officer of the Company, Holdings, IDC or any of their respective Subsidiaries,
any Shareholder that beneficially owns (together with its Affiliates) more than
5% of the voting power of the Company or any executive officer, director,
manager, Affiliate or immediate family members of any of the foregoing, on the
other hand, other than (i) transactions on arms length terms with any portfolio
company of a Sponsor or its Affiliates and (ii) employment and compensation and
benefits arrangements with an employee of the Company, Holdings, IDC or any of
their respective Subsidiaries;

(f) any transaction or series of related transactions that would constitute
or cause a Change of Control;

(g) the sale or other disposition of stock or assets that have a value in
excess of $100 million in any single transaction or series of related
transactions (other than any sale or licensing of products or services in the
ordinary course of business), the acquisition of stock or assets for aggregate
consideration with a fair market value (as determined in good faith by the
Board) in excess of $100 million in any single transaction or series of related
transactions or the entry into any joint ventures, partnerships or similar
transactions that involve the contribution or participation of assets of the
Company and its Subsidiaries with a fair market value (as determined in good
faith by the Board) in excess of $100 million in any single transaction or
series of related transactions;

(h) the entering into or development of a new line of business which will be
material to the Company and its Subsidiaries taken as a whole and is unrelated
to any existing line of business of the Company or its Subsidiaries;

(i) the consummation of an IPO, other than pursuant to the exercise by either
Sponsor of its rights under Section 3.05;

(j) the creation of any Employee Equity Arrangement or the increase in the
number of any equity securities of the Company or any of its Subsidiaries
reserved for issuance under any such Employee Equity Arrangement, provided that
no consent shall be required if such Employee Equity Arrangement or increase
permits, together with any then-existing Employee Equity Arrangements or
increases, issuing only (i) options to purchase up to six percent (6%) of the
then-outstanding Shares with such options having a strike price equal to or
greater than the fair market value of the Shares at the time of grant, (ii)
restricted stock or other awards having a fair market value at the time of grant
not in excess of the Black-Scholes value of options to purchase up to six
percent (6%) of the then-outstanding Shares with such options having a strike
price equal to or greater than the fair market value of the Shares at such time
or (iii) some combination of such options and such restricted stock and other
awards with a value, as determined on a pro rata basis in the manner
contemplated in clauses (i) and (ii) above, not in excess of either of clauses
(i) or (ii) above;

(k) the initiation or settlement of any litigation, arbitration,
investigation or administrative or similar proceeding (each, a
“Proceeding“) or series of related Proceedings reasonably expected to
involve consideration payable by or to the Company or any of its Subsidiaries in
excess of $50 million or to result in the Company or any of its Subsidiaries
becoming subject to a limitation on the operation of its business that is
material to the Company, its Subsidiaries, taken as a whole;

(l) any incurrence, assumption (including by way of acquisition) or guarantee
of indebtedness for borrowed money (collectively, an “incurrence“) that
would result in aggregate outstanding indebtedness for borrowed money of the
Company and its Subsidiaries, after giving pro forma effect to the incurrence of
such indebtedness for borrowed money and the application of the net proceeds
therefrom as if the additional indebtedness for borrowed money had been
incurred, and the application of the net proceeds therefrom had occurred, at the
beginning of the applicable twelve (12) consecutive calendar month period in
which LTM EBITDA is to be calculated, being in excess of five times (5.0x) LTM
EBITDA, provided, however that the foregoing limitation shall not
apply to indebtedness for borrowed money incurred by the Company and its
Subsidiaries that does not exceed at any one time outstanding $100 million; and

(m) The rights of each Sponsor under this Section 3.02 shall be transferable
to such Sponsor153s Permitted Transferees but otherwise shall not be transferable
other than with the prior written consent of the other Sponsor.

SECTION 3.03. Additional Management Provisions.

(a) Each of the Company, Holdings, IDC and the Shareholders agrees and
acknowledges that the directors designated or nominated by the Sponsor Groups
pursuant to Section 3.01 may share confidential, non-public information about
the Company, Holdings, IDC and their respective Subsidiaries (including any
materials received in their capacities as members of the Board or any other
board of directors (or similar governing body) of Holdings, IDC or any of their
respective Subsidiaries, except to the extent the sharing of such materials
would be reasonably likely to result in the waiver or loss of attorney-client
privilege) with the Sponsors and their Affiliates and their respective limited
partners, members and direct and indirect investors, in each case, on a
confidential basis.

(b) Except (i) to the extent resulting from the rights granted under this
Agreement, (ii) as required by applicable law and (iii) authority granted to an
individual as an officer of the Company or its Subsidiaries, no Shareholder
shall have the authority to manage the business and affairs of the Company or to
contract for or incur on behalf of the Company any debts, liabilities or other
obligations. No such action of a Shareholder in violation of the preceding
sentence will be binding on the Company.

(c) Prior to the earlier of the consummation of an IPO and the consummation
of a Change of Control, the Company shall provide Igloo Co-Invest, LLC, any
Additional Co-Invest Vehicle and any Shareholder that holds, as of such time, at
least 10 million Shares (each of the foregoing, an “Information
Recipient“), a copy of each of the following:

(i) Annual Budget. As promptly as practicable after it is approved by
the Board of Directors of IDC, a copy of the annual budget of IDC and its
Subsidiaries;

(ii) Quarterly Statements. To the extent that none of the Company,
Holdings or IDC is a reporting company under the Exchange Act (and none of the
Company, Holdings or IDC otherwise files reports required to be filed by
Exchange Act reporting companies), as promptly as practicable after they are
provided to the lenders pursuant to the terms of the Credit Agreement, the
unaudited quarterly financial statements of IDC and its Subsidiaries;

(iii) Annual Audit. To the extent that none of the Company, Holdings
or IDC is a reporting company under the Exchange Act (and none of the Company,
Holdings or IDC otherwise files reports required to be filed by Exchange Act
reporting companies), as promptly as practicable after they are provided to the
lenders pursuant to the terms of the Credit Agreement, the audited annual
financial statements of IDC and its Subsidiaries; and

(iv) Quarterly Covenant Compliance Certificates. As promptly as
practicable after they are provided to the lenders pursuant to the terms of the
Credit Agreement, copies of any quarterly covenant compliance certificates
required to be delivered pursuant to the terms of the Credit Agreement.

(d) Prior to the earlier of the consummation of an IPO and the consummation
of a Change of Control, upon receipt of a written request from any Information
Recipient:

(i) Capitalization Table. The Company shall provide to each of the
Information Recipients an updated capitalization table of the Company,
reflecting the fully-diluted capitalization of the Company as of the end of the
previous fiscal quarter; provided, that in no event may the Information
Recipients collectively make more than one such request in any fiscal quarter;
and

(ii) Transactions with Affiliates. The Company shall use reasonable
efforts to provide to each of the Information Recipients a summary of any
transactions between the Company or its Subsidiaries, on the one hand, and the
Sponsors or their Affiliates, on the other hand, in which the proceeds payable
by either party to the other exceeds $100 million; provided, that in no
event may the Information Recipients, collectively, make more than one such
request in any six-month period.

(e) Each of the Company, Holdings, IDC and the Shareholders hereby
acknowledge and agree, notwithstanding anything to the contrary in this
Agreement or any other agreement or at law or in equity, that when any
Shareholder, including any Sponsor, takes any action under this Agreement to
give or withhold its consent, such Shareholder shall have no duty to consider
the interests of the Company, Holdings, IDC or the other Shareholders or any of
their respective Affiliates and may act exclusively in its own interest and
shall have only the duty to act in good faith.

SECTION 3.04. Meetings; Notice; Written Consent. Unless otherwise
agreed by the Sponsors:

(a) The Board shall meet at least quarterly. Meetings of the Board may be
held at any time at any location specified in the notice thereof in such place
within or without the State of Delaware when called by any Sponsor Director.
Directors may participate in a meeting of the Board by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other or by any other means permitted
by law.

(b) Reasonable and sufficient notice of each meeting of the Board shall be
given to each director. It shall be reasonable and sufficient notice to a
director to send notice by first-class mail at least seven (7) days (or by
overnight delivery, electronic mail, facsimile or hand delivery at least
forty-eight (48) hours) before any meeting of the Board addressed to such
director at such director153s usual business address. Notice of a meeting of the
Board need not be given to any director if a written waiver of notice, executed
by such director before or after such meeting, is filed with the records of such
meeting, or to any director who participates in such meeting without protesting
prior thereto or at the commencement thereof with respect to the lack of notice
to such director. Neither notice of a Board meeting nor a waiver of a notice
need specify the purposes of such meeting.

(c) Any action required or permitted to be taken at any meeting of the Board
may be taken without a meeting pursuant to a written consent signed by each
director, and such writing or writings shall be filed with the records of the
meetings of the Board. Such consent shall be treated for all purposes as the act
of the Board.

(d) This Section 3.04 shall terminate upon the earlier of the consummation of
an IPO and the consummation of a Change of Control.

SECTION 3.05. Forced IPO. The Shareholders and the Company acknowledge
and agree that, at any time after the fifth anniversary of the Closing Date but
prior to the consummation of an IPO, either Sponsor that is, at such time, a
Determination Sponsor (such initiating Sponsor, an “Initiating Sponsor“)
may require the Company, by sending a written request therefor to the Company,
to initiate an IPO (a “Forced IPO“) of the Registering Entity as agreed
by the Initiating Sponsor. Upon delivery of a written request for a Forced IPO
by an Initiating Sponsor, the Company shall promptly (and in any event, no later
than ninety (90) days after such request) cause the Registering Entity to file a
Form S-1 (or other applicable registration statement) relating to such Forced
IPO (the “IPO Registration Statement“) with respect to such number of
Shares as is recommended by the managing underwriter or underwriters to be
offered for sale by the Registering Entity in the IPO Registration Statement
(the “Recommended Primary Securities“) and no more than such number of
Shares as is recommended by the managing underwriter or underwriters to be
offered for sale by any stockholders of the Company that have registration
rights with respect to their equity securities of the Company. The Company shall
use its reasonable best efforts (a) to cause the Registering Entity to amend its
certificate of incorporation (or equivalent governing document) (i) to increase
its authorized capital to permit the issuance and sale of the Recommended
Primary Securities and (ii) to include terms customarily included in the
certificate of incorporation (or equivalent governing document) of an entity
effecting an initial public offering, (b) to cause the IPO Registration
Statement to be declared effective promptly under (i) the Securities Act and
(ii) the “Blue Sky” laws of such jurisdictions as the Initiating Sponsor, any
underwriter or any other participating Shareholder, if any, reasonably requests
and (c) to list the Shares on a stock exchange that is reasonably acceptable to
the Initiating Sponsor. The Initiating Sponsor shall have the right to select
the managing underwriter or underwriters to administer the offering and the
Company shall cause the Registering Entity to enter into an underwriting
agreement with such underwriters and perform its obligations thereunder;
provided, that such managing underwriter or underwriters and such
underwriting agreement shall be reasonably acceptable to the Company. In
addition, upon delivery of a written request for a Forced IPO by an Initiating
Sponsor, the Company shall cause the Registering Entity to take, and each
Shareholder shall take, all other actions reasonably necessary to cause the
consummation of the Forced IPO, including, to the extent applicable, causing the
Registering Entity to retain legal counsel and an accounting firm reasonably
acceptable to the Sponsors, all at the expense of the Registering Entity.

ARTICLE IV

TRANSFERS

SECTION 4.01. Transfer Restrictions. (a) No Employee Shareholder may
Transfer any of its shares of capital stock or other equity securities of the
Company or any of its Subsidiaries except as follows (and in any case subject to
Sections 4.01(e), 4.01(g), 4.05 and 4.07):

(i) to Permitted Transferees in accordance with Section 4.02;

(ii) with the prior written consent of each of the Sponsors that holds, as of
such time, at least 150 million Shares;

(iii) pursuant to, or consequent upon, the exercise of the tag-along rights
set forth in Section 4.03;

(iv) pursuant to, or consequent upon, the exercise of the drag-along rights
set forth in Section 4.04;

(v) pursuant to the exercise by such Shareholder of any registration rights
granted by the Company or such Subsidiary to such Shareholder;

(vi) to the Company, any of its Subsidiaries or any of the Sponsors or their
Affiliates in connection with the exercise of any put call or similar terms of
any Employment Arrangement, Employee Equity Arrangement or Employee Equity Sale;

(vii) pursuant to Section 5.01; or

(viii) after the expiration of the Other Shareholder Restricted Period
applicable to such Employee Shareholder.

(b) No Other Shareholder (excluding, for purposes of this Section 4.01(b),
Employee Shareholders, who shall instead be subject to Section 4.01(a)) may
Transfer any of its shares of capital stock or other equity securities of the
Company or any of its Subsidiaries except as follows (and in any case subject to
Sections 4.01(e), 4.01(g), 4.05 and 4.07):

(i) to Permitted Transferees in accordance with Section 4.02;

(ii) with the prior written consent of each of the Sponsors that holds, as of
such time, at least 150 million Shares;

(iii) pursuant to, or consequent upon, the exercise of the tag-along rights
set forth in Section 4.03 (including, with respect to Approved Shareholders,
Section 4.03(f));

(iv) pursuant to, or consequent upon, the exercise of the drag-along rights
set forth in Section 4.04;

(v) in the event of a Post-IPO Sponsor Transfer of Shares either through (x)
Market Transfers (except to the extent (I) clause (vi) applies to such Market
Transfer or (II) such Other Shareholder is provided an opportunity to offer and
sell Shares in such Market Transfer on a pro rata basis based on the number of
Shares held by such Other Shareholder and the number of Shares held by all
Shareholders offering and selling Shares in such Market Transfer) or (y)
distributions to the Sponsors153 respective limited partners, members and other
direct and indirect investors, Transfers of Shares in an amount not to exceed,
in the aggregate with respect to such Other Shareholder, the Applicable Sponsor
Transfer Exclusion Amount in effect from time to time for such Other Shareholder
(for the avoidance of doubt, any Transfers pursuant to Sections 4.01(b)(i),
4.01(b)(iii), 4.01(b)(iv), 4.01(b)(vi) or 4.01(b)(vii) shall not be deemed to be
a Transfer pursuant to this Section 4.01(b)(v));

(vi) pursuant to the exercise by such Other Shareholder of any registration
rights granted by the Company or such Subsidiary to such Shareholder under the
Registration Rights Agreement or otherwise;

(vii) pursuant to, or consequent upon, the exercise by one or more other
Shareholders of their rights set forth in Section 4.06(f);

(viii) to Igloo Co-Invest, LLC, in accordance with Sections 11.01 or 11.03 of
the Co-Invest LLC Agreement or to a Parallel Investment Entity in accordance
with provisions in the operating agreement (or other similar governing document)
that are similar to Sections 11.01 and 11.03 of the Co-Invest LLC Agreement (a
“Parallel Investment Entity Transfer“);

(ix) in connection with a Tag Along Distribution pursuant to Section 4.03(e);

(x) pursuant to Section 5.01; or

(xi) after the expiration of the Other Shareholder Restricted Period
applicable to such Other Shareholder.

The following example demonstrates the effect of clause (v) above: If the
applicable Shareholder held 100 Shares, and the Sponsors held 1,000 Shares, in
each case immediately following the consummation of the IPO, and the Sponsors
collectively sell 200 Shares on the first anniversary of the consummation of the
IPO (but during the Other Shareholder Restricted Period) and another 250 Shares
on the eighteen (18) month anniversary of the consummation of the IPO (but
during the Other Shareholder Restricted Period), the applicable Shareholder
shall be permitted to sell, pursuant to clause (v) above, up to 20 Shares
following the first anniversary of the consummation of the IPO and up to an
additional 25 Shares following the eighteen (18) month anniversary of the
consummation of the IPO, or, following such eighteen (18) month anniversary of
the consummation of the IPO, up to an aggregate of 45 Shares (if none of the 20
Shares were Transferred pursuant to clause (v) above following the first
anniversary of the consummation of the IPO).

(c) Neither Sponsor may Transfer any of its shares of capital stock or other
equity securities of the Company or any of its Subsidiaries except as follows
(and in any case subject to Sections 4.01(e), 4.01(g), 4.05 and 4.07):

(i) to Permitted Transferees in accordance with Section 4.02;

(ii) with the prior written consent of the other Sponsor;

(iii) subject to Section 4.01(d), pursuant to Permitted Syndication Sales;

(iv) pursuant to, or consequent upon, the exercise of the tag-along rights
set forth in Section 4.03;

(v) pursuant to, or consequent upon, the exercise of the drag-along rights
set forth in Section 4.04;

(vi) Employee Equity Sales;

(vii) if such Sponsor is an Alternate Procedure Purchaser, pursuant to, or
consequent upon, the exercise by one or more other Shareholders of their rights
set forth in Section 4.06(f);

(viii) pursuant to Section 5.01; or

(ix) after the expiration of the Restricted Period.

(d) Each Sponsor agrees not to effect a Permitted Syndication Sale that would
cause such Sponsor, immediately after completion of such Permitted Syndication
Sale, to hold less than 435 million Shares. In addition, the Sponsors agree that
in the event that both Sponsors desire to engage in Permitted Syndication Sales,
the Sponsors shall coordinate their sales efforts relating to all such potential
Permitted Syndication Sales and the Shares to be sold in any such Permitted
Syndication Sales shall be allocated for sale, as between the Sponsors, on a pro
rata basis based on their relative Excess Amounts (or such other allocation as
the Sponsors shall as of such time agree in writing).

(e) Notwithstanding anything in this Article IV to the contrary, without the
prior written consent of both Sponsors, after the date hereof, no Shareholder
shall be entitled to Transfer any of its capital stock or other equity interest
of the Company or any of its Subsidiaries to any Person (whether or not to a
Permitted Transferee) that, in the reasonable judgment of the Sponsors, (x) is
an actual or known potential competitor of the Company, Holdings, IDC or any of
their respective Subsidiaries (other than a securities firm or broker-dealer
acting in its capacity as such), (y) is known to be adverse to the interests of
the Company, Holdings, IDC or any of their respective Subsidiaries (other than a
securities firm or broker-dealer acting in its capacity as such in connection
with such Transfer) as a result of a current or former litigation, arbitration,
dispute or claim (each of clauses (x) and (y), a “Competitor“) or (z) is
known to hold (directly or indirectly) more than a 5% ownership interest in any
Competitor; provided, however, that this sentence shall not apply
to (A) Market Transfers, (B) distributions by a Shareholder to its limited
partners, members or direct or indirect investors, (C) Transfers by any Tagging
Shareholder pursuant to Section 4.03 or (D) Transfers by a Drag-Along
Participant pursuant to Section 4.04. In addition, no Shareholder shall be
entitled to Transfer any of its Shares or other capital stock or other equity
interests of the Company or any of its Subsidiaries or any other rights under
this Agreement (including to a Permitted Transferee) at any time unless the
Sponsors are reasonably satisfied that such Transfer would not:

(i) violate the Securities Act or any state (or other jurisdiction)
securities or “Blue Sky” laws applicable to the Company or the Shares;

(ii) cause the Company to become subject to the registration requirements of
the Investment Company Act; or

(iii) be a non-exempt “prohibited transaction” under ERISA or Section 4975 of
the Code or cause all or any portion of the assets of the Company to constitute
“plan assets” for purposes of fiduciary responsibility or prohibited transaction
provisions of Title I of ERISA or Section 4975 of the Code.

(f) Any purported Transfer of capital stock or other equity interests of the
Company or any of its Subsidiaries not in compliance with this Agreement shall
be null and void, and the Company or such Subsidiary shall refuse to recognize
any such Transfer for any purpose and shall not reflect in its records any
change in record ownership of such capital stock or equity interests pursuant to
any such purported Transfer.

(g) Except as otherwise provided in Sections 4.03(c), 4.04(g) and 4.06(d),
any Shareholder that proposes to Transfer Shares in accordance with the terms
and conditions hereof shall be responsible for any fees and expenses incurred by
the Company in connection with such Transfer.

(h) Each certificate evidencing Shares shall bear the following restrictive
legend, either as an endorsement or on the face thereof:

THE SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES
EVIDENCED BY THIS CERTIFICATE IS RESTRICTED BY THE TERMS OF A SHAREHOLDERS
AGREEMENT, DATED AS OF JULY 29, 2010, AS IT MAY BE AMENDED FROM TIME TO TIME,
COPIES OF WHICH ARE ON FILE WITH THE ISSUER OF THIS CERTIFICATE. NO SUCH SALE,
ASSIGNMENT, TRANSFER OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL
THE TERMS AND CONDITIONS OF SUCH SHAREHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH
IN FULL.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES
LAWS OF ANY OTHER JURISDICTION AND MAY NOT BE SOLD OR TRANSFERRED OTHER THAN IN
ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED (OR OTHER APPLICABLE LAW), OR AN EXEMPTION THEREFROM.

(i) In the event that either or both of the paragraphs in the restrictive
legend set forth in Section 4.01(h) has ceased to be applicable, the Company
shall provide any Shareholder, or their respective transferees, at their
request, without any expense to such Persons (other than applicable transfer
taxes and similar governmental charges, if any), with new certificates for such
securities of like tenor not bearing such paragraph(s) of the legend with
respect to which the restriction has ceased and terminated (it being understood
that the restriction referred to in the first paragraph of the legend in Section
4.01(h) shall cease and terminate only upon the termination of this Article IV).

SECTION 4.02. Transfers to Permitted Transferees and Affiliates.
Subject to Sections 4.01(e) and 4.05, a Shareholder may Transfer any or all of
its Shares to a Permitted Transferee of such Shareholder at any time after the
date hereof; provided that, prior to the effectiveness of such Transfer,
each Permitted Transferee of any Shareholder to which Shares are Transferred
shall, and such Shareholder shall cause such Permitted Transferee to agree in
writing with the Company to, Transfer back to such Shareholder (or to another
Permitted Transferee of such Shareholder) the Shares it owns if such Permitted
Transferee ceases to be a Permitted Transferee of such Shareholder prior to the
end of the Restricted Period, in the case of the Sponsors, or prior to the end
of the Other Shareholder Restricted Period, in the case of all Other
Shareholders. For purposes of this Agreement, “Permitted Transferee”
means: (x) with respect to each Shareholder that is not an individual, any of
the following Persons, in each case which was not formed primarily for the
purpose of providing co-investment opportunities to one or more investors: (i)
any Affiliate of the Transferring Shareholder; and (ii) any other investment
vehicle managed or advised by the Transferring Shareholder to which the Sponsors
have given their prior written consent; and (y) with respect to each Shareholder
who is an individual, (i) his or her spouse and his or her lineal descendants
(including children by adoption and stepchildren), (ii) any trust or
custodianship, the beneficiaries of which include only such Shareholder and/or
the Persons described in the immediate foregoing clause (i), (iii) any limited
liability company or partnership (A) with respect to which all of the
outstanding equity interests are beneficially owned solely by such Shareholder
and/or his or her spouse and his or her lineal descendants (including children
by adoption and step children) and (B) with respect to which such Shareholder is
the sole manager or managing member (if a limited liability company) or the sole
general partner (if a limited partnership) and otherwise has the sole power to
direct or cause the direction of the management and policies, directly or
indirectly, of such limited liability company or partnership, whether through
the ownership of voting securities, by contract or otherwise, (iv) upon the
death of such Shareholder, his or her executors, administrators, testamentary
trustees, legatees or beneficiaries.

SECTION 4.03. Tag-Along Rights.

(a) During the Other Shareholder Restricted Period (subject to the last
sentence of this clause (a)), each Other Shareholder and, during the period
ending on the later of the first anniversary of the consummation of the IPO and
the end of the Restricted Period, each Sponsor, as applicable (the “Tagging
Shareholders“), shall have the right to participate in the manner set forth
in this Section 4.03, in an amount equal to its Pro Rata Portion, and at the
same time and for the same price and on no worse economic terms applicable to
the sale of the Tag Covered Securities (including, subject to Sections 4.03(b)
and 4.09, as to form of consideration and indemnification obligations), in all
sales (other than sales to Permitted Transferees, distributions by a Sponsor to
its limited partners, members or other direct or indirect investors, Permitted
Syndication Sales, Parallel Investment Entity Transfers, sales in connection
with a Tag Along Distribution pursuant to Section 4.03(e), Employee Equity
Sales, sales consequent upon the exercise of any rights set forth in Section
4.04, Market Transfers, sales to Shareholders exercising rights set forth in
Section 4.06(f) if a Sponsor is an Alternate Procedure Purchaser and sales
pursuant to a registered public offering) (each, a “Tag-Along Sale“) by
either or both Sponsors (each, unless a Tagging Shareholder, a “Selling
Sponsor“) of any equity securities of the Company, Holdings, IDC or any of
their respective Subsidiaries (the “Tag Covered Securities“) held by, or
on behalf of, the Sponsors, to the extent such Other Shareholder or Sponsor
holds the same class of Tag Covered Securities being sold or has the right to
acquire such Tag Covered Security upon the exercise, conversion or exchange of
another security (it being understood that such Other Shareholder or Sponsor
shall only be entitled to sell the underlying Tag Covered Securities in
connection with such Tag-Along Sale unless the Selling Sponsor is selling such
exercisable, convertible or exchangeable security). All determinations as to
whether to complete any Tag-Along Sale and, subject to Section 4.03(b) and the
first sentence of this paragraph, as to the timing, manner, price and other
terms of any such Tag-Along Sale shall be at the sole discretion of the Selling
Sponsor(s). For the avoidance of doubt, the issuance or sale of securities by
the Company, Holdings, IDC or any of their respective Subsidiaries shall not be
deemed to constitute a sale of securities by either or both Sponsors. For
clarity, following the consummation of the IPO, this Section 4.03 shall only be
applicable during the Other Shareholder Restricted Period to privately
negotiated sales of Shares, by one or both Sponsors to Persons unaffiliated with
the Transferring Sponsor(s). In the event that the Other Shareholder Restricted
Period terminates pursuant to the proviso in the definition of “Other
Shareholder Restricted Period,” the right set forth in this Section 4.03 shall
continue until the earlier of the consummation of an IPO or the date on which
the Shares have been converted into or exchanged for or otherwise become
Publicly Traded Securities.

(b) In connection with any sale pursuant to this Section 4.03, (i) each
Tagging Shareholder shall agree to make the same representations, warranties,
covenants, indemnities and agreements to the purchaser as made by the Selling
Sponsor(s) in connection with such sale (other than any non-competition,
non-solicitation or similar agreements or covenants that would bind the Tagging
Shareholder or its Affiliates) and (ii) such sale shall be on the terms and
conditions the Selling Sponsor(s) determine(s). For the sake of clarity in the
event of a sale pursuant to this Section 4.03, each Shareholder (other than the
Sponsors) acknowledges and agrees that in its capacity as a Tagging Shareholder,
it shall not be entitled to any non-economic rights or benefits granted to the
Selling Sponsor(s). Notwithstanding the foregoing, however, (x) all such
representations, warranties, covenants, indemnities and agreements shall be made
by each Tagging Shareholder severally and not jointly, (y) such Tagging
Shareholder shall be required to make representations and warranties only as to
its authority to sell Tag Covered Securities, the enforceability of agreements
related to such Tag-Along Sales against such Shareholder, the Tag Covered
Securities to be sold by such Shareholder being free and clear of any liens,
claims or encumbrances (other than restrictions imposed by this Agreement and
pursuant to applicable federal, state and foreign securities laws), such
Shareholder being the sole record and beneficial owner of Tag Covered
Securities, and such Shareholder having obtained or made all necessary consents,
approvals, permits, filings and notifications from governmental authorities or
third parties to consummate such Tag-Along Sale, and (z) except for the
representations and warranties in clause (y) above and any obligations
specifically applicable to the sale of the Tag Covered Securities of such
Shareholder, any liability for breach of any such representations and warranties
and covenants related to the Company, Holdings, IDC or their respective
Subsidiaries shall be allocated among each Tagging Shareholder and each Selling
Sponsor entity pro rata based on the relative number of Tag Covered
Securities to be sold by each of them, and the aggregate amount of liability for
each such Tagging Shareholder shall not exceed the U.S. dollar value of the
total consideration to be paid by the purchaser to such Tagging Shareholder.

(c) The Selling Sponsor(s) shall give written notice (a “Tag Notice“)
of each Tag-Along Sale to each of the Tagging Shareholders at least twelve (12)
Business Days before consummation of such proposed sale, which notice shall set
forth (i) the number of Tag Covered Securities to be sold, (ii) the
consideration to be received, (iii) the identity of the purchaser of the Tag
Covered Securities, (iv) any other material terms and conditions of the proposed
sale, (v) the date of the proposed sale and (vi) an invitation to the Tagging
Shareholders receiving the Tag Notice to elect to sell Tag Covered Securities in
connection with such a sale. Tagging Shareholders may elect to participate in
the Tag-Along Sale on the terms and conditions set forth in this Section 4.03 by
sending an irrevocable written notice (a “Tag-Along Participation
Notice“) to the Selling Sponsor(s) within eight (8) Business Days of the
delivery of the Tag Notice, indicating its, his or her election to sell a number
of Tag Covered Securities in the Tag-Along Sale that does not exceed such
Tagging Shareholder153s Pro Rata Portion. Following such eight-Business Day
period, each Tagging Shareholder that has delivered a Tag-Along Participation
Notice shall be entitled to sell to the proposed purchaser(s) on the terms and
conditions set forth in the Tag Notice, concurrently with the Selling Sponsor(s)
and other Tagging Shareholders electing to participate in such Tag-Along Sale.
Notwithstanding anything to the contrary set forth herein, in the event of a
sale as to which this Section 4.03 is applicable following the consummation of
an IPO, the Selling Sponsor(s) shall be permitted to refrain from complying with
the advance notice and concurrent participation requirements set forth above in
this Section 4.03; provided, that promptly following the consummation of
such sale, the Tagging Shareholders are provided with the same ability to
transfer Shares, in accordance with the same timing (with respect to delivery of
a Tag Notice after such sale and the delivery of a Tag-Along Participation
Notice with respect to such Tag Notice), price and other terms as such Tagging
Shareholders would have received had the procedures in this clause (c) been
adhered to with respect to such sale. All costs and expenses of the Selling
Sponsor(s) in connection with the Tag-Along Sale shall be borne on a pro rata
basis by the Selling Sponsor(s) and the Tagging Shareholders that elect to
participate in such Tag-Along Sale based on the number of Tag Covered Securities
being sold in the Tag-Along Sale.

(d) In the event that the Tag-Along Sale contemplated by a Tag Notice has not
been completed within one hundred twenty (120) days after the delivery of the
Tag Notice for such Tag-Along Sale (subject to extension to the extent necessary
to obtain required governmental or other approvals), then such Tag Notice shall
be null and void, each Tagging Shareholder that elected to participate in the
Tag-Along Sale and delivered a Tag-Along Participation Notice shall be released
from its obligations under such Tag Notice and it shall be necessary for a
separate Tag Notice to be furnished by the Selling Sponsor(s), and the other
terms and provisions of this Section 4.03 separately complied with, in order to
consummate such Tag-Along Sale pursuant to this Section 4.03.

(e) Notwithstanding anything set forth herein to the contrary, the Company
acknowledges the right of the Managing Member to cause Igloo Co-Invest, LLC to
effect a Tag-Along Distribution (as defined in the Co-Invest LLC Agreement) in
connection with a Tag-Along Sale pursuant to this Section 4.03 if a Member (as
defined in the Co-Invest LLC Agreement) timely delivers a Tag-Along
Participation Notice (as defined in the Co-Invest LLC Agreement) with respect to
such Tag-Along Sale pursuant to the Co-Invest LLC Agreement. If requested by
Igloo Co-Invest, LLC within eight (8) Business Days of the delivery of a Tag
Notice, the Company shall cooperate with Igloo Co-Invest, LLC to timely effect
such Tag-Along Distribution, provided that (a) such Tag-Along Distribution is
made in a manner that permits such Tag-Along Sale to occur on the same terms and
conditions as those applicable to the Tagging Shareholders pursuant to this
Section 4.03 and (b) if Igloo Co-Invest, LLC elects to make a Tag-Along
Distribution, Igloo Co-Invest, LLC shall condition such Tag-Along Distribution
on such Member participating directly in the Tag-Along Sale on the same terms
and conditions set forth in this Section 4.03 applicable to the Tagging
Shareholders and at the same time as the Tagging Shareholders are obligated to
sell hereunder and if such Member does not participate on the same terms and
conditions and at the same time, Igloo Co-Invest, LLC shall revoke such Member153s
Tag-Along Participation Notice and shall be deemed to have waived its right to
participate in the Tag-Along Sale solely on behalf of such Member. Each of the
Sponsors and the Other Shareholders agrees that the Company and Igloo Co-Invest,
LLC shall have the right to implement procedures, Transfers or other terms and
conditions as may be agreed to between the Company and Igloo Co-Invest, LLC in
order to give effect to the provisions of this Section 4.03(e).

(f) Notwithstanding the foregoing, if, at the time of a Tag-Along Sale, a
Tagging Shareholder is an Approved Shareholder, in connection with the
consummation of the Tag-Along Sale, reasonably in advance of consummation of the
Tag-Along Sale, the Approved Shareholder shall have the right to Transfer the
Tag Covered Securities that could otherwise be included in such Tag-Along Sale
on behalf of such Approved Shareholder, to a partnership, corporation, limited
liability company or similar entity (a “Special Purpose Vehicle“) that is
both (i) able to participate directly in the Tag-Along Sale on the same terms
and conditions set forth in this Section 4.03 applicable to the Tagging
Shareholders and at the same time as the Tagging Shareholders, including to
provide the representations, warranties, covenants, indemnities and other
agreements required pursuant to Section 4.03(b) and (ii) whose managing member,
general partner or similar governing body is either (1) one or both of the
Sponsors, (2) a Permitted Transferee of such Approved Shareholder, (3) a third
party acceptable to each of the Sponsors or (4) an Initial Co-Invest
Shareholder. The Company, Igloo Co-Invest, LLC and the Sponsors shall cooperate
with the Approved Shareholder to effect the Transfer of such Tag Covered
Securities to the Special Purpose Vehicle. Each of the Other Shareholders agrees
that the Company, Igloo Co-Invest, LLC and the Sponsors shall have the right to
implement procedures, Transfers or other terms and conditions as may be agreed
to between the Company, Igloo Co-Invest, LLC and the Sponsors in order to give
effect to the provisions of this Section 4.03(f) so that none of the Approved
Shareholder, the Company or the Other Shareholders are any worse off or better
off than had the Approved Shareholder been able to directly participate in the
Tag-Along Sale had its indemnification obligations not been limited or
prohibited by applicable state law. The Sponsors will consult with the Approved
Shareholder in good faith to the extent such procedures relate to the Approved
Shareholder. Further, the Approved Shareholder agrees that if such Tag-Along
Sale is not consummated, the Approved Shareholder shall cooperate with the
Company, Igloo Co-Invest, LLC and the Sponsors (A) to promptly Transfer back to
such Approved Shareholder (or to another Permitted Transferee of such Approved
Shareholder) the Tag Covered Securities Transferred to the Special Purpose
Vehicle and (B) if such Special Purpose Vehicle153s managing member, general
partner or similar governing body is one or both of the Sponsors, to liquidate,
dissolve or otherwise unwind such Special Purpose Vehicle; provided, that any
such Transfer back to the Approved Shareholder or liquidation, dissolution or
unwinding of the Special Purpose Vehicle shall not affect this Section 4.03(f),
which shall continue in full force and effect.

SECTION 4.04. Drag-Along. (a) Prior to the earlier of (i) the
consummation of the IPO and (ii) such time as the aggregate number of securities
of the Company, Holdings or IDC or their respective Subsidiaries or successors
held, directly or indirectly, by management of any of the foregoing entities,
the Sponsors, the members of Igloo Co-Invest, LLC and any Additional Co-Invest
Vehicle, after giving effect to any Permitted Syndication Sales, Shareholders
resulting from any Permitted Syndication Sales and, in each case, any of their
Permitted Transferees do not represent at least fifty percent (50%) of the
voting power of the outstanding securities of such entity, either Sponsor that
holds, at such time, at least 300 million Shares shall be entitled to give
notice (a “Drag Advance Notice“) to the other Sponsor and Other
Shareholders that such Sponsor intends to enter into (or has agreed to vote its
Shares, or to execute a written consent in lieu thereof, in favor of), or cause
the Company to enter into, a transaction or transactions involving the Transfer,
in a single transaction or a series of related transactions, of not less than
fifty percent (50%) of the outstanding Shares (which Shares to be Transferred
may include Shares held by all Drag-Along Participants or persons otherwise
agreeing to, or that are obligated to, sell Shares in such transaction) to one
or more Persons (other than to an Affiliate of such Sponsor, unless the other
Sponsor consents in writing to such Person being the counter-party in such
Drag-Along Transaction) or to cause the Company to merge or consolidate with, or
sell all or substantially all of its assets to, another Person or Persons (other
than to an Affiliate of such Sponsor, unless the other Sponsor consents in
writing to such Person being the counter-party in such Drag-Along Transaction)
(a “Drag-Along Transaction“) and that such Sponsor is requiring the other
Sponsor and the Other Shareholders to participate in such Drag-Along Transaction
in the manner set forth in this Section 4.04; provided, that such
Drag-Along Transaction shall require the prior written consent of the other
Sponsor if such other Sponsor holds, at such time, at least 150 million Shares.
In the event that a Sponsor determines to effect a Drag-Along Transaction (such
Sponsor, an “Exercising Sponsor“) and receives the consent of the other
Sponsor if required pursuant to the proviso in the immediately preceding
sentence of this Section 4.04(a), each Other Shareholder and, if the other
Sponsor holds, at such time, less than 150 million Shares, the other Sponsor
(each such Other Shareholder and Sponsor, as applicable, a “Drag-Along
Participant“) shall have the obligation to participate, in an amount equal
to its Pro Rata Portion, and at the same time and for the same price of the
Shares (less, in the case of Shares issued pursuant to Employee Equity
Arrangements, the exercise price, if any, for such Shares) and on no worse
economic terms applicable to the Shares (including, subject to Sections 4.04(e)
and 4.09, as to form of consideration and indemnification obligations), in such
Drag-Along Transaction; provided, however, that notwithstanding
anything to the contrary set forth herein, in any event the Company shall be
permitted to cause all outstanding securities issued pursuant to Employee Equity
Arrangements to be treated in such Drag-Along Transaction in any manner
permitted by such Employee Equity Arrangements. For the sake of clarity, in the
event of a Drag-Along Transaction pursuant to this Section 4.04, each
Shareholder (other than the Sponsors) acknowledges and agrees that in its
capacity as a Drag-Along Participant, it shall not be entitled to any
non-economic rights or benefits granted to the Exercising Sponsor(s).

(b) Each Drag Advance Notice shall be required to specify (i) the
consideration to be received in, and any other material terms and conditions of,
the proposed Drag-Along Transaction, (ii) the identity of the other Person(s)
party to the Drag-Along Transaction, (iii) the date of the anticipated
completion of the proposed Drag-Along Transaction (which date shall not be less
than fifteen (15) days after the delivery of such notice) and (iv) any action or
actions required of the Drag-Along Participants in connection with the
Drag-Along Transaction (including the Transfer of the Shares held by the
Drag-Along Participants and the other matters set forth in Section 4.04(c)). In
the event that the Drag-Along Transaction contemplated by a Drag Advance Notice
has not been completed within one hundred twenty (120) days after the delivery
of the Drag Advance Notice for such Drag-Along Transaction (subject to extension
to the extent necessary to obtain required governmental or other approvals),
then such Drag Advance Notice shall be null and void, each Drag-Along
Participant shall be released from its obligations under such Drag Advance
Notice and it shall be necessary for a separate Drag Advance Notice to be
furnished by the Exercising Sponsor, and the other terms and provisions of this
Section 4.04 separately complied with, in order to consummate such Drag-Along
Transaction pursuant to this Section 4.04.

(c) In the event that any Transfer pursuant to this Section 4.04 is
structured as a merger, consolidation, or similar business combination, each
Drag-Along Participant further agrees to (i) vote in favor of the Drag-Along
Transaction, (ii) take such other action as may be required to effect such
Drag-Along Transaction, and (iii) take all action to waive any dissenters,
appraisal or other similar rights with respect thereto.

(d) Solely for purposes of Section 4.04(b) and in order to secure the
performance of each Shareholder153s obligations under Section 4.04(b), each Other
Shareholder hereby irrevocably appoints the Sponsors as the attorney-in-fact and
proxy (with each Sponsor having the ability to act in such capacity without the
other Sponsor) of such Other Shareholder (with full power of substitution) to
vote, provide a written consent or take any other action with respect to its
equity securities of the Company, Holdings, IDC or any of their respective
Subsidiaries (“Drag Covered Securities“) as described in this Section
4.04(d) if, and only in the event that, such Other Shareholder fails to vote or
provide a written consent with respect to its Drag Covered Securities in
accordance with the terms of Section 4.04(c)(i) or fails to take any other
action in accordance with the terms of Section 4.04(c)(ii) or Section
4.04(c)(iii) (each such Shareholder, a “Breaching Drag Shareholder“)
within three (3) days after a request by the applicable Sponsor for such vote,
written consent or action. Upon such failure, the applicable Sponsor shall have
and is hereby irrevocably granted a proxy to vote, provide a written consent or
take any other action with respect to each such Breaching Drag Shareholder153s
Drag Covered Securities for the purposes of taking the actions required by
Section 4.04(b). Each Other Shareholder intends this proxy to be, and it shall
be, irrevocable and coupled with an interest, and each Other Shareholder shall
take such further action and execute such other instruments as may be necessary
to effectuate the intent of this proxy and hereby revoke any proxy previously
granted by it with respect to the matters set forth in Section 4.04(b) with
respect to the Drag Covered Securities of the Company owned by such Other
Shareholder.

(e) In connection with any Transfer pursuant to this Section 4.04, (i) each
Drag-Along Participant shall agree to make the same representations, warranties,
covenants, indemnities and agreements to the Transferee as made by the
Exercising Sponsor in connection with such Transfer (other than any
non-competition, non-solicitation or similar agreements or covenants that would
bind the Drag-Along Participant or its Affiliates) and (ii) such Transfer shall
be on the terms and conditions the Exercising Sponsor determines.
Notwithstanding the foregoing, however, (x) all such representations,
warranties, covenants, indemnities and agreements shall be made by each
Drag-Along Participant severally and not jointly, (y) such Drag-Along
Participant shall be required to make representations and warranties only as to
its authority to sell Drag Covered Securities, the enforceability of agreements
related to such Drag-Along Transaction against such Shareholder, the Drag
Covered Securities to be Transferred by such Shareholder being free and clear of
any liens, claims or encumbrances (other than restrictions imposed by this
Agreement and pursuant to applicable federal, state and foreign securities
laws), such Shareholder being the sole record and beneficial owner of Drag
Covered Securities, and such Shareholder having obtained or made all necessary
consents, approvals, permits, filings and notifications from governmental
authorities or third parties to consummate such Drag-Along Transaction, and (z)
except for the representations and warranties in clause (y) above and any
obligations specifically applicable to the Drag Covered Securities of such
Drag-Along Participant, any liability for breach of any such representations and
warranties and covenants related to the Company, Holdings, IDC or their
respective Subsidiaries shall be allocated among each Drag-Along Participant and
each Exercising Sponsor pro rata based on the relative number of Drag
Covered Securities to be Transferred by each of them, and the aggregate amount
of liability for each such Drag-Along Participant shall not exceed the U.S.
dollar value of the total consideration to be paid by the Transferee to such
Drag-Along Participant.

(f) If any Other Shareholder fails to transfer to the purchaser in such sale
the Drag Covered Securities to be sold pursuant to this Section 4.04, other than
(if the Exercising Sponsor or one of its Affiliates is the general partner or
managing member of such Other Shareholder) due to the action or failure to act
of the general partner or managing member of such Other Shareholder in its
capacity as such, the Exercising Sponsor may, at its option, in addition to all
other remedies it may have, deposit the purchase price (including any promissory
note constituting all or any portion thereof) for such Drag Covered Securities
with any national bank or trust company having combined capital, surplus and
undivided profits in excess of $500 million (the “Escrow Agent“), and
thereupon all of such Other Shareholder153s rights in and to such Drag Covered
Securities shall terminate. Thereafter, upon delivery to the Company by such
Other Shareholder of appropriate documentation evidencing the transfer of such
Drag Covered Securities to the purchaser, the Exercising Sponsor shall instruct
the Escrow Agent to deliver the purchase price (without any interest from the
date of the closing to the date of such delivery, any such interest to accrue to
the Company) to such Other Shareholder.

(g) All reasonable costs and expenses incurred by the Exercising Sponsors and
the Company in connection with any proposed Transfer pursuant to this Section
4.04 whether or not consummated (including all attorneys fees and charges, all
accounting fees and charges and all finders, brokerage or investment banking
fees, charges or commissions) (“Transaction Expenses“), shall be paid by
the Company or its Subsidiaries. For the avoidance of doubt, it is understood
that this Section 4.04(g) shall not prevent any Drag-Along Transaction to be
structured in a manner such that some or all of the Transaction Expenses result
in a pro rata reduction in the consideration received by the Exercising Sponsor
and the Drag-Along Participants in such Drag-Along Transaction.

SECTION 4.05. Rights and Obligations of Transferees. Any Transferee of
Shares (including Permitted Transferees that have acquired their Shares in
accordance with Section 4.02) shall be required, at the time of and as a
condition precedent to such Transfer, to become a party to this Agreement
(unless such Transferee is already a party to this Agreement) by executing and
delivering such documents as may be necessary, in the determination of the
Sponsors, to make such Person a party thereto, whereupon, except as otherwise
expressly provided herein, such Transferee will be treated as a Shareholder for
all purposes of this Agreement with the same rights, benefits and obligations
hereunder as the Transferring Shareholder with respect to the Transferred Shares
(except that if the Transferee was a Shareholder prior to such Transfer, such
Transferee shall have the same rights, benefits and obligations with respect to
the such Transferred Shares as were applicable to Shares held by such Transferee
prior to such Transfer); provided that after the consummation of an IPO,
no Transferee of Shares (other than a Permitted Transferee) shall be required to
become a party to this Agreement. Notwithstanding anything to the contrary
contained herein, no Transferee (other than a Permitted Transferee of a Sponsor
that, prior to the effectiveness of such Transfer, executes and delivers a
joinder agreement, in form and substance acceptable to the other Sponsor,
agreeing to be bound by the terms and conditions of this Agreement as if such
Person were a party hereto and agreeing that if such Person ceases to be a
Permitted Transferee of the Transferring Sponsor, it will Transfer its Shares
back to the Transferring Sponsor or to another Permitted Transferee of such
Transferring Sponsor) shall obtain any rights under Article III or as a Sponsor,
as a result of any Transfer to it of Shares.

SECTION 4.06. Preemptive Rights.

(a) Subject to Section 4.06(f), during the Preemptive Rights Period, if the
Company or any of its Subsidiaries proposes to issue additional equity
securities, including any warrants, options or other rights to acquire equity of
the Company or any of its Subsidiaries or debt securities that are convertible
into or exchangeable or exercisable for equity securities of the Company or any
of its Subsidiaries (with the exception of any issuance (i) in connection with
any acquisition of assets or another Person by the Company or any of its
Subsidiaries, whether by purchase of stock, merger, consolidation, purchase of
all or substantially all of the assets of such Person or otherwise (excluding
any issuance for purposes of financing such transaction) approved by the Board,
(ii) in the IPO, (iii) to directors, employees or consultants pursuant to an
Employee Equity Arrangement, (iv) to vendors, lenders and customers of and
consultants to the Company or any of its Subsidiaries or in connection with a
strategic partnership (excluding any issuance for purposes of financing such
strategic partnership) approved by the Board, (v) by reason of a dividend, stock
split or other distribution on account of the Shares, (vi) of any such equity
securities to Igloo Co-Invest, LLC, any Additional Co-Invest Entities and any
other Persons pursuant to Permitted Syndication Sales if the Company is
simultaneously acquiring from the Sponsors the same aggregate amount of such
equity securities or (vii) to the Company or any wholly-owned Subsidiary of the
Company (in each case, having been approved in accordance with the terms of this
Agreement, to the extent applicable)) (“Preemptive Securities“), the
Company shall provide written notice (an “Issuance Notice“) to each
Sponsor of such anticipated issuance no later than twenty-two (22) Business Days
prior to the anticipated issuance date. Such notice shall set forth the
principal terms and conditions of the issuance, including a description of the
Preemptive Securities proposed to be issued, the proposed purchase price for
such Preemptive Securities and the anticipated issuance date. Each Sponsor shall
have the right to purchase (and/or to cause any of its Affiliates to purchase)
up to such Sponsor153s Pro Rata Portion of such Preemptive Securities at the price
and on the terms and conditions specified in the Company153s notice by delivering
an irrevocable written notice to the Company (a “Sponsor Exercise
Notice“) no later than seven (7) Business Days after the delivery of the
Issuance Notice, setting forth (x) the number of such Preemptive Securities for
which such right is exercised (which such number shall not exceed such Sponsor153s
Pro Rata Portion of such Preemptive Securities) and (y) the maximum number of
additional Preemptive Securities that such Sponsor (and/or Affiliates thereof)
would be willing to purchase in excess of such Sponsor153s Pro Rata Portion in the
event that any other Shareholder or other Person (including the other Sponsor)
entitled to exercise preemptive rights with respect to such issuance elects not
to purchase its full Pro Rata Portion of such Preemptive Securities. If either
Sponsor (or any of their Affiliates) elects to exercise the preemptive rights
set forth in this Section 4.06, then the Company shall provide written notice to
each of the Preemptive Rights Other Shareholders (an “Other Shareholder
Issuance Notice“) of such anticipated issuance no later than fourteen (14)
Business Days prior to the anticipated issuance date. Such notice shall set
forth the principal terms and conditions of the issuance, including a
description of the Preemptive Securities proposed to be issued, the proposed
purchase price for such Preemptive Securities, the anticipated issuance date,
the number of such Preemptive Securities that each Sponsor notified the Company
that it and/or its Affiliates intends to purchase pursuant to the exercise of
preemptive rights and the percentage of the Pro Rata Portion of such Sponsor
represented by the Preemptive Securities it and/or its Affiliates has elected to
purchase pursuant to clause (x) above (the “Sponsor Participation
Percentage“). Each such Preemptive Rights Other Shareholder shall have the
right to purchase and/or to cause their Affiliate to purchase up to the
percentage of such Preemptive Rights Other Shareholder153s Pro Rata Portion of
such Preemptive Securities as is equal to the greater of the two Sponsor
Participation Percentages set forth in the Company153s notice (as applicable, the
“Other Shareholder Participation Limit“), at the price and on the terms
and conditions specified in the Company153s notice to such Shareholder by
delivering an irrevocable written notice to the Company no later than ten (10)
Business Days after the delivery of the Other Shareholder Issuance Notice,
setting forth the number of such Preemptive Securities for which such right is
exercised. In the event any Preemptive Rights Other Shareholder (and/or its
Affiliates) elects not to purchase Preemptive Securities equal to its Other
Shareholder Participation Limit and/or a Sponsor (and/or its Affiliates) elects
to purchase Preemptive Securities in an amount less than such Sponsor153s Pro Rata
Portion, the Company shall allocate any remaining Preemptive Securities among
those Sponsors (pro rata in accordance with their respective Pro Rata Portions)
who indicated in their Sponsor Exercise Notice that they (and/or their
Affiliates) desired to purchase Preemptive Securities in excess of their
respective Pro Rata Portions.

(b) In the event the Shareholders with preemptive rights pursuant to clause
(a) above (and/or their Affiliates) do not purchase all such Preemptive
Securities in accordance with the procedures set forth in Section 4.06(a), the
Company shall have sixty (60) days after the anticipated issuance date to sell
to other Persons the remaining Preemptive Securities at the price and on the
terms and conditions that are no more favorable to such other Persons than those
specified in the Company153s notices to the Shareholders pursuant to Section
4.06(a). If the Company fails to sell such Preemptive Securities within sixty
(60) days of the anticipated issuance date provided in the notices given to the
Shareholders pursuant to Section 4.06(a), the Company shall not thereafter issue
or sell any Preemptive Securities without first offering such Preemptive
Securities to the Sponsors and, if applicable, the Preemptive Rights Other
Shareholders in the manner provided in this Section 4.06.

(c) The election by a Shareholder not to exercise and/or to cause its
Affiliates to exercise such Shareholder153s preemptive rights under this Section
4.06 in any one instance shall not affect such Shareholder153s right (other than
in respect of a reduction in its Pro Rata Portion) as to any future issuances
under this Section 4.06.

(d) All costs and expenses incurred by the Company and the Sponsors and their
Affiliates in connection with its obligations under this Section 4.06 and any
purchases made pursuant to this Section 4.06, including all attorneys fees and
charges, all accounting fees and charges and all finders, brokerage or
investment banking fees, charges or commissions, shall be paid by the Company.

(e) If, at any time prior to the consummation of an IPO or Change of Control,
Holdings, IDC or any other Subsidiaries of the Company propose to issue any
Preemptive Securities, the Company shall cause the applicable entity to give
effect to the provisions in this Section 4.06 with respect to such issuance.

(f) Notwithstanding any provision hereof to the contrary, the Company or any
of its Subsidiaries may elect to issue Preemptive Securities other than in
compliance with Section 4.06(a) if and only if each Sponsor that at such time
holds at least 150 million Shares determines that there are exigent
circumstances and approves the issuance of Preemptive Securities pursuant to
this Section 4.06(f) in light of such circumstances. In the event the Company or
such Subsidiary is entitled to issue Preemptive Securities pursuant to this
Section 4.06(f), the Company shall give notice to the Sponsors within five (5)
Business Days after the issuance of such Preemptive Securities (the
“Alternate Procedure Notice“), which shall set forth the principal terms
and conditions of the issuance, including the purchase price of the Preemptive
Securities, the date on which such Preemptive Securities were issued and the
identities and addresses of the Persons to whom the Preemptive Securities were
sold (the “Alternate Procedure Purchasers“). Each Sponsor shall have ten
(10) Business Days (the “Alternate Procedure Sponsors Preemptive
Period“) after the date the Company153s notice is given to elect, by giving
notice to the Company and the Alternate Procedure Purchasers, to purchase
(and/or to cause its Affiliates to purchase) from the Alternate Procedure
Purchasers up to the number of Preemptive Securities that such Sponsor would
otherwise have the right to purchase pursuant to Section 4.06(a) above had the
Company complied with the provisions of Section 4.06(a) in connection with the
issuance of such Preemptive Securities under the terms and conditions set forth
in the Company153s notice pursuant to this Section 4.06(f). If either Sponsor (or
any of their Affiliates) elects to exercise the purchase rights set forth in
this Section 4.06(f), then the Company shall provide the Alternate Procedure
Notice to each of the Preemptive Rights Other Shareholders within five (5)
Business Days of the expiration of the Alternate Procedure Sponsors Preemptive
Period. The notice that is delivered to the Preemptive Rights Other Shareholders
shall also state the number of Preemptive Securities that each Sponsor (and/or
its Affiliates) notified the Company and the Alternate Procedure Purchasers that
it and/or its Affiliates intends to purchase pursuant to the exercise of the
purchase rights set forth in this Section 4.06(f) and the Sponsor Participation
Percentage for such Sponsor. Each Preemptive Rights Other Shareholder shall have
the right to purchase (and/or to cause its Affiliates to purchase) up to the
Other Shareholder Participation Limit, at the price and on the terms and
conditions specified in the Alternate Procedure Notice by delivering an
irrevocable written notice to the Company and the Alternate Procedure Purchasers
no later than ten (10) Business Days from delivery of the Alternate Procedure
Notice, setting forth the number of such Preemptive Securities for which such
right is exercised. The closing of sales from the Alternate Procedure Purchasers
to the Sponsors and such Preemptive Rights Other Shareholders (and/or their
respective Affiliates) pursuant to this Section 4.06(f) shall occur within
forty-five (45) Business Days after the issuance of the Preemptive Securities to
the Alternate Procedure Purchasers (subject to extension to the extent necessary
to obtain required governmental or other approvals). The Company shall cause any
definitive agreements relating to issuances of Preemptive Securities to
Alternate Procedure Purchasers to include all such provisions as are necessary
to give effect to this Section 4.06(f), including the Alternate Procedure
Purchasers153 agreement to sell such Preemptive Securities to such Shareholders
(and/or their respective Affiliates), to the extent applicable, on a pro rata
basis (based on the number of Preemptive Securities purchased by each Alternate
Procedure Purchaser in the applicable issuance).

(g) Notwithstanding anything to the contrary set forth herein, a Shareholder
shall not be entitled to participate in any issuance of Preemptive Securities
pursuant to this Section 4.06 unless at the time of such issuance the Company
shall be reasonably satisfied that (i) such Shareholder is an “accredited
investor” as defined in Regulation D of the Securities Act or the issuance of
Preemptive Securities, after giving effect to the participation of such
Shareholder therein, would satisfy the requirements of any other exemption from
registration available at such time under the Securities Act with respect to
such issuance of Preemptive Securities and (ii) an exemption from registration
or qualification under any state securities laws or foreign securities laws
applicable to such issuance of Preemptive Securities due to the participation of
such Shareholder therein would be available with respect to such issuance of
Preemptive Securities.

SECTION 4.07. Right of First Offer. (a) Igloo Co-Invest, LLC agrees to
comply with Section 6.03 of the Co-Invest LLC Agreement. If the operating or
similar governing document of any Additional Co-Invest Vehicle includes a
provision similar to Section 6.03 of the Co-Invest LLC Agreement, then such
Additional Co-Invest Vehicle agrees to comply with such similar provision.

(b) If a Sponsor desires to Transfer all or any portion of its shares of the
capital stock or other equity interests of the Company or any of its
Subsidiaries (“ROFO Securities“) prior to the consummation of an IPO and
the other Sponsor consents to such Transfer (if such consent is required
pursuant to Section 4.01(c)), then a right of first offer shall apply with
respect to such Transfer in accordance with the following provisions:

(i) The Transferring Sponsor shall provide the other Sponsor (the
“Non-Transferring Sponsor“) with a written notice (a “Sponsor Transfer
Notice“) of its desire to Transfer such ROFO Securities, which shall specify
the number and type of ROFO Securities such Sponsor wishes to Transfer (the
“Sponsor Transfer Shares“), the purchase price for such Sponsor Transfer
Shares and any other terms and conditions material to the Transfer proposed by
such Sponsor.

(ii) The Non-Transferring Sponsor shall have the right to deliver to the
Transferring Sponsor an irrevocable written notice within ten (10) Business Days
after delivery of the Sponsor Transfer Notice (the “Sponsor Transfer Election
Period“), indicating the Non-Transferring Sponsor (and/or its Affiliates)
desires to acquire all (but not less than all) the Sponsor Transfer Shares,
directly or indirectly, on the terms and conditions set forth in the Sponsor
Transfer Notice.

(iii) Within ten (10) Business Days after the end of the Sponsor Transfer
Election Period, the Sponsors shall consummate the Transfer of any Sponsor
Transfer Shares to be purchased by the Non-Transferring Sponsor (and/or its
Affiliates), as set forth in its written notice to the Transferring Sponsor, at
the price and on the terms and conditions set forth in the Sponsor Transfer
Notice.

(iv) If the Non-Transferring Sponsor (and/or its Affiliates) does not elect
to purchase or cause the purchase of all of the Sponsor Transfer Shares covered
by the Sponsor Transfer Notice before the end of the Sponsor Transfer Election
Period, the Transferring Sponsor may Transfer such Transfer Shares at any time
within ninety (90) days following the end of the Sponsor Transfer Election
Period, at a price which is not less than the purchase price and on other terms
and conditions no more favorable to the Transferee than those specified in the
Sponsor Transfer Notice.

(c) If an Other Shareholder desires to Transfer all or any portion of its,
his or her ROFO Securities prior to the consummation of an IPO and the requisite
Sponsors consent to such Transfer pursuant to Section 4.01(a) or (b), as
applicable to such Other Shareholder, then a right of first offer shall apply
with respect to such Transfer in accordance with the following provisions:

(i) The Transferring Shareholder shall provide both Sponsors with a written
notice (a “Non-Sponsor Transfer Notice“) of its desire to Transfer such
ROFO Securities, which shall specify the number and type of ROFO Securities such
Shareholder wishes to Transfer (the “Non-Sponsor Transfer Shares“), the
purchase price for such Non-Sponsor Transfer Shares and any other terms and
conditions material to the Transfer proposed by such Shareholder.

(ii) Each Sponsor shall have the right to deliver to the Transferring
Shareholder and the Company an irrevocable written notice within ten (10)
Business Days after delivery of the Non-Sponsor Transfer Notice (the
“Non-Sponsor Transfer Election Period“), indicating the number of
Non-Sponsor Transfer Shares, up to all of the Non-Sponsor Transfer Shares, such
Sponsor (and/or its Affiliates) desires to acquire, directly or indirectly, on
the terms and conditions set forth in the Non-Sponsor Transfer Notice.

(iii) The Non-Sponsor Transfer Shares shall be allocated among the Sponsors
that provided written notice prior to the end of the Non-Sponsor Transfer
Election Period such that each Sponsor (and/or its Affiliates) receives the
lesser of (x) the number of Transfer Shares such Sponsor (and/or its Affiliates)
desires to purchase and (y) such Sponsor153s Pro Rata Portion of the Non-Sponsor
Transfer Shares (determined at the time immediately prior to any purchase of
such Non-Sponsor Transfer Shares); provided, however, that if
either Sponsor indicates in its notice that such Sponsor and/or its Affiliates
desires to purchase Non-Sponsor Transfer Shares in an amount that is less than
the Pro Rata Portion of such Sponsor, any such shortfall shall be allocated to
the other Sponsor and/or its Affiliates if and to the extent such other Sponsor
indicated in its notice that it and/or its Affiliates desires to purchase
Non-Sponsor Transfer Shares in an amount that is greater than the Pro Rata
Portion of such other Sponsor.

(iv) Promptly following the end of the Non-Sponsor Transfer Election Period,
the Company shall notify each Sponsor and the Transferring Shareholder of the
number of Non-Sponsor Transfer Shares to be purchased by each Sponsor (and/or
its Affiliates). Within ten (10) Business Days after the end of the Non-Sponsor
Transfer Election Period, the Transferring Shareholder and the Sponsor(s)
(and/or its/their Affiliates) shall consummate the Transfer of any Non-Sponsor
Transfer Shares to be purchased by the Sponsors (and/or their Affiliates), at
the price and on the terms and conditions set forth in the Non-Sponsor Transfer
Notice.

(v) If the Sponsors do not elect to purchase or cause their Affiliates to
purchase all of the Non-Sponsor Transfer Shares covered by the Non-Sponsor
Transfer Notice before the end of the Non-Sponsor Transfer Election Period, the
Transferring Shareholder may Transfer such Non-Sponsor Transfer Shares at any
time within ninety (90) days following the end of the Non-Sponsor Transfer
Election Period, at a price which is not less than the purchase price and on
other terms and conditions no more favorable to the Transferee than those
specified in the Non-Sponsor Transfer Notice.

(d) No Other Shareholder or Sponsor shall be permitted to propose to any
Person any Transfer of all or any portion of its Transfer Shares prior to the
end of the Other Shareholder Restricted Period or the end of the Restricted
Period, respectively, unless such Other Shareholder or Sponsor, respectively,
receives the prior, written consent of both Sponsors, or the other Sponsor,
respectively, to make any such proposal; it being understood that, unless
otherwise stated in such consent, such consent shall only permit the making of a
proposal to Transfer and shall not permit the Transfer itself.

(e) The provisions of this Section 4.07 shall terminate upon the consummation
of an IPO and shall not apply to any Transfer of ROFO Securities (i) to any
Permitted Transferee pursuant to Section 4.02, (ii) pursuant to, or consequent
upon the exercise of, any right or obligation set forth in Section 4.03
(including Section 4.03(f)), (iii) pursuant to, or consequent upon, Section
4.04, (iv) in a Permitted Syndication Sale, (v) to Shareholders exercising
rights set forth in Section 4.06(f) if a Shareholder is an Alternate Procedure
Purchaser, (vi) in an Employee Equity Sale, (vii) in connection with a Parallel
Investment Entity Transfer, (viii) in connection with a Tag Along Distribution
pursuant to Section 4.03(e) or (ix) in connection with any Transfer to or from a
Special Purpose Vehicle pursuant to Section 2.06(d) of the Registration Rights
Agreement.

SECTION 4.08. Rule 144 Sales and Distributions to Investors.

(a) If the 25% Float Date occurs before the fifth anniversary of the Closing
Date, then, during the Coordination Committee Period, any of the Sponsors
wishing to effect either (i) a Market Transfer pursuant to Rule 144 or (ii) a
distribution of Shares to such Sponsor153s limited partners, members or other
direct and indirect investors, shall consult with the Coordination Committee
prior to taking such action or entering into any definitive agreement with
respect to such action and shall not take any action in contravention of any
Applicable Coordination Requirements.

(b) If the 25% Float Date occurs before the fifth anniversary of the Closing
Date, the Sponsors shall create a coordination committee (the “Coordination
Committee“) (which shall not be a committee of the Board) and shall maintain
such committee until the earliest of the following (the “Coordination
Committee Period“): (i) the termination or expiration of this Agreement,
(ii) the agreement in writing of both Sponsors to disband such committee, (iii)
such time as either Sponsor no longer beneficially owns any Shares or other
equity securities of the Company, Holdings or IDC, (iv) the fifth anniversary of
the Closing Date, and (v) the first anniversary of the 25% Float Date. During
the Coordination Committee Period, the Coordination Committee shall, to the
extent provided by the Applicable Coordination Requirements, facilitate
coordination of (i) Market Transfers by the Sponsors pursuant to Rule 144 of any
securities of the Company, Holdings or IDC held by either of the Sponsors and
(ii) any distributions of any securities of the Company, Holdings, IDC or their
successors by the Sponsors to their respective limited partners, members and
other direct and indirect investors, and the Sponsors shall cooperate with each
other, as reasonably necessary, with respect to such Transfers and
distributions. The procedures governing the conduct of the Coordination
Committee and the cooperative conduct required by the Sponsors (the
“Applicable Coordination Requirements“) shall be established from time to
time by the unanimous consent of each of the Sponsors. Notwithstanding anything
herein to the contrary (but without limiting or otherwise modifying the
provisions of the Registration Rights Agreement or any Applicable Coordination
Requirements that may apply from time to time), except upon the unanimous
determination of the Coordination Committee, the Coordination Committee shall
not be permitted to block or otherwise prohibit or limit Transfers by either
Sponsor.

(c) Each Sponsor shall be required to notify the Other Shareholders (other
than the Employee Shareholders) within two (2) Business Days following the
consummation of a Post-IPO Sponsor Transfer by such Sponsor that triggers the
rights of such Other Shareholders pursuant to Section 4.01(b)(v).

SECTION 4.09. Certain Legal Requirements. In the event the
consideration to be paid in exchange for Shares in a proposed transaction
pursuant to Sections 4.03 or 4.04 includes any securities, and the receipt
thereof by a Tagging Shareholder that delivered a Tag-Along Participation Notice
or a Drag-Along Participant (each, a “Participating Seller“) would
require under applicable law (a) the registration or qualification of such
securities or of any Person as a broker or dealer or agent with respect to such
securities where such registration or qualification is not otherwise required
for the transaction pursuant to Sections 4.03 or 4.04 by the Selling Sponsor(s)
or the Exercising Sponsor(s), respectively, or (b) the provision to any
Shareholder participating in the Tag-Along Sale or a Drag-Along Transaction of
any specified information regarding the Company or any of its Subsidiaries, such
securities or the issuer thereof that is not otherwise required to be provided
for such transaction pursuant to Sections 4.03 or 4.04 by the Selling Sponsor(s)
or the Exercising Sponsor(s), respectively, then such Participating Seller shall
not have the option to sell Shares in such proposed transaction. In such event,
the Selling Sponsor(s) or Exercising Sponsor(s), as applicable, shall (x) in the
case of a Tag-Along Sale pursuant to Section 4.03, have the right, but not the
obligation, and (y) in the case of a Drag-Along Transaction pursuant to Section
4.04, have the obligation, to cause to be paid to such Participating Seller in
lieu thereof, against surrender of the Shares which would have otherwise been
sold by such Participating Seller to purchasers in the proposed transaction, an
amount in cash equal to the fair market value (as determined in good faith by
the Board) of such Shares as of the date such securities would have been issued
in exchange for such Shares.

ARTICLE V

MISCELLANEOUS PROVISIONS

SECTION 5.01. Distributions in Connection with a Merger or IPO. (a) In
the event of any merger, statutory share exchange or other business combination
of the Company, on the one hand, with Holdings, IDC or any of their respective
Subsidiaries, on the other hand, (i) each of the Shareholders shall, to the
extent necessary, as determined by the Sponsors (or, in the event that there is
a Controlling Sponsor at such time, the Controlling Sponsor), execute a
shareholders agreement with terms that are substantially equivalent (to the
extent practicable) to, mutatis mutandis, the terms of this Agreement;
provided, that such shareholders agreement shall terminate upon the same
terms and conditions as provided herein, and (ii) to the extent applicable in
such transaction, the Company shall distribute securities issued to the Company
pursuant to such transaction, if any, to the shareholders of the Company
pro rata in accordance with their respective equity interests in
the Company.

(b) Immediately prior to the consummation of an IPO, if (i) the entity
registering its shares in connection with such IPO (the “Registering
Entity“) is Holdings, IDC or any other Subsidiary of the Company and (ii) a
transaction contemplated by Section 5.01(a) has not occurred, then the Company
shall take such actions as may reasonably be necessary to exchange all Shares
for shares of such Registering Entity; provided, that each of the
Shareholders shall, to the extent necessary, as determined by the Sponsors (or,
in the event that there is a Controlling Sponsor at such time, the Controlling
Sponsor), execute a shareholders agreement with terms that are substantially
equivalent (to the extent practicable) to, mutatis mutandis, the terms
of this Agreement (except with respect to any terms herein that do not apply
after the consummation of an IPO). Upon such exchange, the Shareholders shall be
entitled to receive shares of the Registering Entity pro rata in
accordance with the equity interests in the Company held by each Shareholder
immediately prior to such exchange.

SECTION 5.02. Other Businesses; Waiver of Certain Duties. (a) The
parties expressly acknowledge and agree that: (i) each of the Sponsors
(including its Affiliates), each Sponsor Director and each Shareholder (other
than Employee Shareholders) has the right to, and shall have no duty (fiduciary,
contractual or otherwise) not to, directly or indirectly engage in and possess
interests in other business ventures of every type and description, including
those engaged in the same or similar business activities or lines of business as
the Company, Holdings, IDC or any Subsidiary thereof or deemed to be competing
with the Company, Holdings, IDC or any Subsidiary thereof, on its own account,
or in partnership with, or as an employee, officer, director or shareholder of
any other Person, with no obligation to offer to the Company, Holdings, IDC or
any Subsidiary thereof or any Shareholder the right to participate therein; (ii)
each of the Sponsors (including its Affiliates), each Sponsor Director and each
Shareholder (other than Employee Shareholders) may invest in, or provide
services to, any Person that directly or indirectly competes with the Company,
Holdings, IDC or any Subsidiary thereof; and (iii) in the event that any of the
Sponsors (including their Affiliates), any Sponsor Director or any Shareholder
(other than Employee Shareholders) acquires knowledge of a potential transaction
or matter that may be a corporate or other business opportunity for the Company,
such Person shall have no duty (fiduciary, contractual or otherwise) to
communicate or present such corporate opportunity to the Company, Holdings, IDC
or any Subsidiary thereof or any other Shareholder, as the case may be, and,
notwithstanding any provision of this Agreement to the contrary, shall not be
liable to the Company, Holdings, IDC or any Subsidiary thereof or any other
Shareholder (or their respective Affiliates) for breach of any duty (fiduciary,
contractual or otherwise) by reason of the fact that such Person, directly or
indirectly, pursues or acquires such opportunity for itself, directs such
opportunity to another Person or does not present such opportunity to the
Company, Holdings, IDC or any Subsidiary thereof or any other Shareholder (or
any Affiliate thereof); provided, that each Sponsor and each Shareholder
shall bear any and all antitrust risk resulting from such Sponsor153s or
Shareholder153s investments or ventures that compete with the business of the
Company, Holdings, IDC or any Subsidiary thereof, and such Sponsor or
Shareholder shall not be permitted to violate any provisions of this Agreement
as a result of antitrust regulations except as agreed to by the other Sponsor
(in the case of a Sponsor) or each of the Sponsors (in the case of any of the
Other Shareholders). The parties acknowledge that this paragraph is intended to
disclaim and renounce, to the fullest extent permitted by Section 122(17) of
Delaware General Corporation Law, any right of the Company, Holdings, IDC or any
Subsidiary thereof with respect to the matters set forth in Section 122(17), and
this paragraph shall be construed to effect such disclaimer and renunciation to
the full extent permitted by law.

(b) Each Shareholder (for itself and on behalf of the Company) hereby, to the
fullest extent permitted by applicable law:

(i) confirms that neither of the Sponsors nor any of their respective
Affiliates have any duty to any other Shareholder or to the Company, Holdings,
IDC or any of their respective Subsidiaries other than the specific covenants
and agreements set forth in this Agreement;

(ii) acknowledges and agrees that (A) in the event of any conflict of
interest between the Company, Holdings, IDC or any of their respective
Subsidiaries, on the one hand, and a Sponsor or any of its Affiliates, on the
other hand, the Sponsor (or any Sponsor Director acting in his or her capacity
as a director) may act in its best interest and (B) none of the Sponsors or any
Sponsor Director acting in his or her capacity as a director shall be obligated
(1) to reveal to the Company, Holdings, IDC or any of their respective
Subsidiaries confidential information belonging to or relating to the business
of such Person or any of its Affiliates or (2) to recommend or take any action
in its capacity as such Shareholder or director, as the case may be, that
prefers the interest of the Company, Holdings, IDC or their respective
Subsidiaries over the interest of such Person; and

(iii) waives any claim or cause of action against the Sponsors, any Sponsor
Director and any officer, employee, agent or Affiliate of any such Person that
may from time to time arise in respect of a breach by any such person of any
duty or obligation disclaimed under Section 5.02(b)(i) or (ii).

(c) Each Shareholder agrees that the waivers, limitations, acknowledgments
and agreements set forth in this Section 5.02 shall not apply to any alleged
claim or cause of action against any Sponsor, any Sponsor Director, any of the
Sponsors153 respective Affiliates, any Shareholder or any of their respective
employees, officers, directors, agents or authorized representatives based upon
the breach or nonperformance by such Person of this Agreement or any other
agreement to which such Person is a party.

(d) The provisions of this Section 5.02, to the extent that they restrict the
duties and liabilities of the Sponsors or any Sponsor Directors otherwise
existing at law or in equity, are agreed by the Shareholders to replace such
other duties and liabilities of the Sponsors or such Sponsor Directors to the
fullest extent permitted by applicable law.

SECTION 5.03. Notices. Unless otherwise specified herein, all notices,
consents, approvals, reports, designations, requests, waivers, elections and
other communications authorized or required to be given pursuant to this
Agreement shall be in writing and shall be deemed to have been given (a) when
personally delivered, (b) when transmitted via facsimile to the number set out
below or on Schedule A, as applicable, if the sender on the same day
sends a confirming copy of such notice by a recognized overnight delivery
service (charges prepaid), (c) the day following the day (except if not a
Business Day then the next Business Day) on which the same has been delivered
prepaid to a reputable national overnight air courier service, (d) when
transmitted via email (including via attached pdf document) to the email address
set out below or on Schedule A, as applicable, if the sender on the same
day sends a confirming copy of such notice by a recognized overnight delivery
service (charges prepaid) or (e) the third Business Day following the day on
which the same is sent by certified or registered mail, postage prepaid, in each
case to the respective parties as applicable, at the address, facsimile number
or email address set forth on Schedule A (or such other address,
facsimile number or email address as such Shareholder may specify by notice to
the Company in accordance with this Section 5.03) and the Company at the
following addresses:

Igloo Holdings Corporation

with copies (which shall not constitute notice) to:

and to:

SECTION 5.04. Publicity and Confidentiality. Except as expressly
permitted by Section 3.03(a), each of the parties hereto shall keep confidential
this Agreement (including the identity of the Shareholders), the Co-Invest LLC
Agreement (including the identity of the members of Igloo Co-Invest, LLC), the
operating or similar governing document of any Additional Co-Invest Vehicle
(including the identity of the investors in such Additional Co-Invest Vehicle),
the Registration Right Agreement, the Management Agreement and any information
delivered to the parties hereto pursuant to this Agreement and the Transactions
contemplated hereby, including any Disputes and resolutions thereof and
negotiations pertaining thereto, and any nonpublic information received pursuant
hereto, and shall not disclose, issue any press release or otherwise make any
public statement relating hereto or thereto without the prior written consent of
the Sponsors unless so required by applicable law or any governmental authority;
provided that no such written consent shall be required (and each
Shareholder shall be free to release such information) for disclosures (a) to
each Shareholder153s partners, members, prospective investors (subject to Section
4.07(d), solely to the extent necessary for such prospective investors to
evaluate an investment in such Shareholder), advisors, employees, agents,
accountants, trustee, attorneys, Affiliates and investment vehicles managed or
advised by such Shareholder or the partners, members, advisors, employees,
agents, accountants, trustee or attorneys of such Affiliates or managed or
advised investment vehicles, in each case so long as such Persons agree to keep
such information confidential and (b) required by any statute, law, regulation
or rule, including stock exchange rules.

SECTION 5.05. Amendments. The terms and provisions of this Agreement
may only be amended, modified or waived at any time and from time to time by a
writing executed by both Sponsors; provided that (a) any amendment,
modification or waiver (other than amendments made to Schedule A or
Schedule B in accordance with the terms of this Agreement) that would, by
its terms, be materially adverse to the rights, benefits and obligations of
Igloo Co-Invest, LLC or any Additional Co-Invest Vehicle that has a direct or
indirect investor that purchased its Shares in a Permitted Syndication Sale (the
“Initial Co-Invest Shareholders“) as compared to the other Initial
Co-Invest Shareholders (other than as a result of such Initial Co-Invest
Shareholder electing not to exercise any rights granted to such Initial
Co-Invest Shareholder pursuant to the terms of this Agreement) shall require the
prior written consent of such Initial Co-Invest Shareholder, (b) any amendment,
modification or waiver that would, by its terms, be materially and
disproportionately adverse to Igloo Co-Invest, LLC or any Additional Co-Invest
Vehicle as compared to the Sponsors shall require the prior written consent of
Igloo Co-Invest, LLC and/or such Additional Co-Invest Vehicle, as applicable,
and neither Igloo Co-Invest, LLC nor any such Additional Co-Invest Vehicle shall
provide such written consent unless the non-managing members (or equivalent
equityholders) of Igloo Co-Invest, LLC or such Additional Co-Invest Vehicle
holding a majority of the membership units (or equivalent equity interests)
owned by such non-managing members (or equivalent equityholders) have consented
to such amendment, (c) any amendment, modification or waiver that would, by its
terms, be materially and disproportionately adverse to the Employee Shareholders
as compared to the Sponsors shall require the written consent of the Employee
Shareholders, (d) any amendment, modification or waiver of Sections 5.29 or 5.30
shall require the consents specified therein and (e) no amendment shall be
adopted pursuant to this Section 5.05 if such amendment would alter, or result
in the alteration of, the limited liability of the Shareholders. The immediately
foregoing clause (b) shall not apply with respect to amendments, modifications
or waivers of provisions of this Agreement to the extent that they are not
available to, or do not apply to, Igloo Co-Invest, LLC or such Additional
Co-Invest Vehicle, and the immediately foregoing clause (c) shall not apply with
respect to amendments, modifications or waivers of provisions of this Agreement
to the extent that they are not available to, or do not apply to, the Employee
Shareholders. Prompt written notice of any amendment to this Agreement shall be
given to all Shareholders.

SECTION 5.06. Governing Law; Jurisdiction. THIS AGREEMENT SHALL BE
GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE,
WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

SECTION 5.07. Arbitration. Any dispute, controversy or claim (each, a
“Dispute” and collectively, the “Disputes“) arising out of,
relating to or in connection with this Agreement, including any Dispute
regarding its validity or termination, or the performance or breach thereof
under this Agreement shall be settled exclusively and finally by a panel of
three (3) arbitrators selected by the mutual agreement of the parties to such
Dispute in an arbitration proceeding administered by Judicial Arbitration and
Mediation Services (“JAMS“) under its Comprehensive Arbitration Rules and
Procedure in effect at the time of such proceeding, and judgment on the award
rendered by such arbitrators may be entered in any court having jurisdiction
thereof. Each party to a Dispute hereby agrees that it shall raise no objection
to the submission of the Dispute to arbitration in accordance with this Section
5.07 and further irrevocably waives, to the fullest extent permitted by law, any
objection it may have or hereafter have to the submission of the Dispute for
arbitration or any right to lay claim to jurisdiction in any other venue. If the
parties to any such Dispute are unable to select such arbitrators within fifteen
(15) days of the first notice given by any party to such Dispute to the other
party or parties to such Dispute requesting arbitration and the selection of
such arbitrators, any party to such Dispute may request that JAMS select such
arbitrators, which selection shall be binding on the parties to such Dispute. If
(i) two or more Disputes arising out of or in connection with this Agreement are
simultaneously pending, (ii) the subject matters of such Disputes involve common
questions of law or fact and (iii) the independent resolution of each such
Dispute could result in conflicting decisions or obligations, such Disputes may
be consolidated in a single proceeding. If more than one arbitration proceeding
involving any such Disputes is pending, such proceedings shall, at the request
of any party to such Dispute, be consolidated and settled in a single
arbitration proceeding; provided that the determination of whether such
Disputes shall be consolidated shall be determined by the first panel of three
arbitrators established to settle any such Dispute. If such Disputes are
consolidated and more than one panel of three arbitrators has been established
to settle any of such Disputes, the parties to such Dispute shall, within twenty
(20) days of such consolidation, select one panel of three arbitrators so
established to settle the single consolidated arbitration proceeding. Unless the
parties to such Dispute otherwise agree to conduct any arbitration proceeding
pursuant to this Section 5.07 elsewhere, such proceeding shall be conducted and
any decision shall be rendered in New York, New York or at a venue to be
selected by mutual agreement of the parties to such Dispute (provided
that if no such venue is agreed to by the parties, then New York, New York shall
be the venue). Expenses and costs associated with the submission of any Dispute
to arbitration shall be the responsibility of the party against whom a final
decision is rendered with respect to that Dispute (provided that in the
case of multiple Disputes that are consolidated into a single proceeding, the
costs of such proceeding shall be borne on a Dispute-by-Dispute basis by the
party against whom a final decision is rendered with respect to each particular
Dispute). The award rendered by the arbitrators shall be final and binding on
the parties to the Dispute; provided, however, that (x) by
agreeing to arbitration, the parties do not intend to deprive any court with
jurisdiction of its ability to issue a preliminary injunction, attachment or
other form of provisional remedy in aid of the arbitration and a request for
such provisional remedies by a party to a court shall not be deemed a waiver of
this agreement to arbitrate, and (y) in addition to the authority conferred upon
the tribunal by the rules specified above, the tribunal shall also have the
authority to grant provisional remedies, including injunctive relief. Except as
required by law, or as ordered by the arbitrator as part of a final judgment on
the merits of the Dispute(s), none of the parties hereto or the arbitrators
shall disclose the existence, content or results of an arbitration brought
pursuant to this Agreement (other than to the parties and their representatives,
counsel, advisers and Affiliates on a confidential basis).

SECTION 5.08. Entire Agreement. This Agreement (together with the
Registration Rights Agreement, the Co-Invest LLC Agreement and, to the extent
applicable to a Shareholder, any Other Agreements) embodies the entire agreement
and understanding of the Shareholders and supersedes all prior agreements and
understandings between the Shareholders and the Company with respect to the
subject matter hereof, including any term sheets discussing the subject matter
hereof and the summary of terms attached to any equity commitment letters
entered into by any member, partner or equityholder of Igloo Co-Invest, LLC or
any Additional Co-Invest Vehicle.

SECTION 5.09. Waivers. No waiver of any breach of any of the terms of
this Agreement shall be effective unless such waiver is made expressly in
writing and executed and delivered by the party against whom such waiver is
claimed. No waiver of any breach shall be deemed to be a further or continuing
waiver of such breach or a waiver of any other or subsequent breach. Except as
otherwise expressly provided herein, no failure on the part of any party to
exercise, and no delay in exercising, any right, power or remedy hereunder, or
otherwise available in respect hereof at law or in equity, shall operate as a
waiver thereof, nor shall any single or partial exercise of such right, power or
remedy by such party preclude any other or further exercise thereof, or the
exercise of any other right, power or remedy.

SECTION 5.10. Severability. If any provision of this Agreement shall
be held to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

SECTION 5.11. Further Assurances. In connection with this Agreement
and the transactions contemplated hereby, each Shareholder shall execute and
deliver any additional documents and instruments and perform any additional acts
that the Company determines to be necessary or appropriate to effectuate and
perform the provisions of this Agreement and those transactions.

SECTION 5.12. No Partnership. Nothing in this Agreement and no actions
taken by the parties under this Agreement shall constitute a partnership,
association or other co-operative entity between any of the parties or
constitute any party the agent of any other party for any purpose.

SECTION 5.13. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of
which shall constitute one and the same instrument.

SECTION 5.14. Third Party Beneficiaries. Except for Sections 3.01(m),
3.01(n), 3.01(o), 5.02 and 5.17 (which will be for the benefit of the Persons
set forth therein, and any such Person will have the rights provided for
therein), this Agreement does not create any rights, claims or benefits inuring
to any Person that is not a party hereto, and it does not create or establish
any third party beneficiary hereto.

SECTION 5.15. Binding Effect; Assignment. Except as otherwise provided
in this Agreement to the contrary, this Agreement shall be binding upon and
inure to the benefit of the Shareholders, their distributees, heirs, legal
representatives, executors, administrators, successors and permitted assigns.
The rights and obligations hereunder shall not be assignable without the prior
written consent of the other parties hereto except in connection with Transfers
permitted under Article IV or as otherwise expressly set forth herein subject,
in each case, to the limitations contained herein. Any assignment of rights or
obligations in violation of this Section 5.15 shall be null and void.

SECTION 5.16. Specific Performance. It is hereby agreed and
acknowledged that it will be impossible to measure in money the damages that
would be suffered if the parties fail to comply with any of the obligations
herein imposed on them and that, in the event of any such failure, an aggrieved
Person will be irreparably damaged and will not have an adequate remedy at law.
Any such party shall, therefore, be entitled (in addition to any other remedy to
which such party may be entitled at law or in equity) to injunctive relief,
including specific performance, to enforce such obligations, without the posting
of any bond and if any action should be brought in equity to enforce any of the
provisions of this Agreement, none of the parties hereto shall raise the defense
that there is an adequate remedy at law.

SECTION 5.17. No Third Party Liability. This Agreement may only be
enforced against the named parties hereto. All claims or causes of action
(whether in contract or tort) that may be based upon, arise out of or relate to
this Agreement, or the negotiation, execution or performance of this Agreement
(including any representation or warranty made in or in connection with this
Agreement or as an inducement to enter into this Agreement), may be made only
against the entities that are expressly identified as parties hereto; and no
past, present or future director, officer, employee, incorporator, member,
partner, stockholder, Affiliate, agent, attorney or representative of any party
hereto (including any Person negotiating or executing this Agreement on behalf
of a party hereto), unless party to this Agreement, shall have any liability or
obligation with respect to this Agreement or with respect any claim or cause of
action (whether in contract or tort) that may arise out of or relate to this
Agreement, or the negotiation, execution or performance of this Agreement
(including a representation or warranty made in or in connection with this
Agreement or as an inducement to enter into this Agreement).

SECTION 5.18. Termination. The provisions of this Agreement shall
terminate as specified in such provisions or, if not otherwise specified
therein, as set forth in the following sentence. This Agreement (except for all
of Article V, other than Sections 5.01, 5.20, 5.21, 5.22 and 5.23) shall
terminate (a) automatically (without any action by any party hereto) as to each
Shareholder when such Shareholder ceases to hold any Shares, (b) with the prior
written consent of the Sponsors in connection with the consummation of a Change
of Control or (c) upon the consummation of a Public Change of Control.

SECTION 5.19. Joinder. Any Person that holds Shares may, with the
prior written consent of both Sponsors, be admitted as a party to this Agreement
upon its execution and delivery of a joinder agreement, in form and substance
acceptable to the Sponsors, agreeing to be bound by the terms and conditions of
this Agreement as if such Person were a party hereto (together with any other
documents the Sponsors determine are necessary to make such Person a party
hereto), whereupon such Person will be treated as a Shareholder for all purposes
of this Agreement.

SECTION 5.20. Cooperation on SEC Filings. Each of the Shareholders
agrees, to the extent practicable and as requested by the Sponsors, to use
reasonable efforts following the consummation of an IPO to take or avoid taking
(as applicable) actions that would potentially cause liability to the Company,
any Sponsors or any other Shareholder under Section 13 or Section 16 of the
Exchange Act or the rules and regulations promulgated thereunder. To the extent
that the Company, any Sponsors or any other Shareholder determines that it is
obligated to make filings under Section 13 or Section 16 of the Exchange Act or
the rules and regulations promulgated thereunder, each of the Shareholders
agrees to use reasonable efforts to cooperate with the Person that determines
that it has such a filing obligation, including by promptly providing
information reasonably required by such Person for any such filing.

SECTION 5.21. VCOC Rights. (a) Each of the Sponsors, Igloo Co-Invest,
LLC and, to the extent the Sponsors shall agree, any Additional Co-Invest
Vehicle that, in each case, is intended to qualify as a “venture capital
operating company” for purposes of the Department of Labor “plan assets”
regulation, 29 C.F.R. §2510.3-101 (each, a “Fund“) shall, in connection
with such Fund153s acquisition of equity securities of the Company and for so long
as it shall continue to own ownership of equity securities of the Company, be
entitled to the following contractual rights:

(i) Each Fund shall be permitted to select one representative (the
“Representative“) to consult with and advise management of the Company on
significant business issues, including such management153s proposed annual
operating plans, and management of the Company will make itself available to
meet with such Representative regularly during each year by telephone or at the
Company153s facilities at mutually agreeable times, on reasonable prior written
notice, for such consultation and advice and to review progress in achieving
such plans.

(ii) Initially, Mike Bingle shall be appointed as the Representative for
Silver Lake Partners III, L.P., James C. Neary shall be appointed as the
Representative for Warburg Pincus Private Equity X, L.P. and Sean Delehanty and
Cary Davis shall be appointed as co-Representatives for Igloo Co-Invest, LLC.

(iii) The Company will notify each Representative of any material development
to or affecting the Company153s business and affairs such as significant changes
in management personnel and compensation or employee benefits, introduction of
new lines of business, important acquisitions and the proposed compromise of any
significant litigation as soon as reasonably practicable, and the Company shall
provide each Representative with the opportunity, on reasonable prior written
notice, to consult with and advise the Company153s management of its views with
respect thereto.

(iv) On reasonable prior written notice, each Representative may discuss the
business, operations, properties and financial and other condition of the
Company with the Company153s accountants and investment bankers.

(v) Each Representative may examine the books and records of the Company and
visit and inspect its facilities and may reasonably request information at
reasonable times and intervals concerning the general status of the Company153s
financial condition and operations.

(vi) Each Fund shall be entitled to request that the Company provide it, when
available, with copies of (i) all financial statements, forecasts and
projections provided to or approved by the Board, (ii) any letter issued to the
Company by its accountants with respect to the Company153s internal controls,
(iii) any documents filed by the Company with any regulatory or similar
authority and/or (iv) such other business and financial data as its
Representative may reasonably request in writing from time to time.

(vii) The Representative for Igloo Co-Invest, LLC shall be entitled to attend
all meetings of the Board in a non-voting observer capacity and, in this
respect, the Company shall give such Representative copies of all notices,
minutes, consents and other material that it provides to the directors and such
Representative shall be entitled to participate in discussions of matters
brought to the Board, except to the extent providing such materials and allowing
participation in Board discussions would be reasonably likely to result in the
waiver of attorney-client privilege.

(b) The aforementioned rights are intended to satisfy the requirement of
management rights for purposes of qualifying each Fund153s investments in the
Company as “venture capital investments” for purposes of the Department of Labor
“plan assets” regulation, 29 C.F.R. §2510.3-101. In the event the aforementioned
rights are not satisfactory for such purpose, the Company and the affected Fund
shall reasonably cooperate in good faith to agree upon mutually satisfactory
management rights that satisfy such regulations.

(c) The rights described herein with respect to each Fund shall apply and
continue for so long as such Fund continues to hold any equity securities of the
Company, which securities shall be deemed to be owned and to remain outstanding
notwithstanding any conversion, exercise or exchange of such securities for
other securities.

SECTION 5.22. Market Stand-Off.

(a) In the event of a Company Public Sale of the Company153s equity securities
in an Underwritten Offering, each of the Shareholders agrees, if requested by
the managing underwriter or underwriters in such Underwritten Offering (and,
with respect to a Company Public Sale other than the IPO, if and only if both
Sponsors agree to such request), not to (a) offer for sale, sell, pledge, or
otherwise dispose of (or enter into any transaction or device that is designed
to, or could be expected to, result in the disposition by any person at any time
in the future of) any Shares (including Shares that may be deemed to be
beneficially owned by the undersigned in accordance with the rules and
regulations of the SEC and Shares that may be issued upon exercise of any
options or warrants) or securities convertible into or exercisable or
exchangeable for Shares, (b) enter into any swap or other derivatives
transaction that transfers to another, in whole or in part, any of the economic
benefits or risks of ownership of Shares, whether any such transaction described
in clause (a) or (b) above is to be settled by delivery of Shares or other
securities, in cash or otherwise, (c) make any demand for or exercise any right
or cause to be filed a Registration Statement (as defined in the Registration
Rights Agreement), including any amendments thereto, with respect to the
registration of any Shares or securities convertible into or exercisable or
exchangeable for Shares or any other securities of the Company or (d) publicly
disclose the intention to do any of the foregoing, in each case, during the
period beginning 7 days before and ending 180 days (in the event of the IPO) or
90 days (in the event of any other Company Public Sale) (or, in each case, such
other period as may be reasonably requested by the Company or the managing
underwriter or underwriters to accommodate regulatory restrictions on (i) the
publication or other distribution of research reports and (ii) analyst
recommendations and opinions, including, but not limited to, the restrictions
contained in the FINRA rules or any successor provisions or amendments thereto)
after the date of the underwriting agreement entered into in connection with
such Company Public Sale, to the extent timely notified in writing by the
Company or the managing underwriter or underwriters; provided, that no
Shareholder shall be subject to any such black-out period of longer duration
than that applicable to any Sponsor or any other Shareholder. If requested by
the managing underwriter or underwriters of any such Public Company Sale (and,
with respect to any such Company Public Sale other than the IPO, if and only if
both Sponsors agree to such request), the Shareholders shall execute a separate
agreement to the foregoing effect. The Company may impose stop-transfer
instructions with respect to the Shares (or other securities) subject to the
foregoing restriction until the end of the period referenced above.

(b) In the case of an offering of equity securities pursuant to Section 2.01
or 2.02 of the Registration Rights Agreement that is a Marketed Underwritten
Offering (as defined in the Registration Rights Agreement), the Company and each
of the Shareholders agree, if requested by a Participating Sponsor (as defined
in the Registration Rights Agreement) or the managing underwriter or
underwriters with respect to such Marketed Underwritten Offering, not to (1)
offer for sale, sell, pledge, or otherwise dispose of (or enter into any
transaction or device that is designed to, or could be expected to, result in
the disposition by any person at any time in the future of) any Shares
(including Shares that may be deemed to be beneficially owned by the undersigned
in accordance with the rules and regulations of the SEC and Shares that may be
issued upon exercise of any options or warrants) or securities convertible into
or exercisable or exchangeable for Shares, (2) enter into any swap or other
derivatives transaction that transfers to another, in whole or in part, any of
the economic benefits or risks of ownership of Shares, whether any such
transaction described in clause (1) or (2) above is to be settled by delivery of
Shares or other securities, in cash or otherwise, (3) make any demand for or
exercise any right or cause to be filed a Registration Statement (as defined in
the Registration Rights Agreement), including any amendments thereto, with
respect to the registration of any Shares or securities convertible into or
exercisable or exchangeable for Shares or any other securities of the Company or
(4) publicly disclose the intention to do any of the foregoing, in each case,
during the period beginning 7 days before, and ending 90 days (or such lesser
period as may be agreed by a Participating Sponsor or, if applicable, the
managing underwriter or underwriters) (or such other period as may be reasonably
requested by a Participating Sponsor or the managing underwriter or underwriters
to accommodate regulatory restrictions on (i) the publication or other
distribution of research reports and (ii) analyst recommendations and opinions,
including, but not limited to, the restrictions contained in the FINRA rules or
any successor provisions or amendments thereto) after, the date of the
underwriting agreement entered into in connection with such Marketed
Underwritten Offering, to the extent timely notified in writing by a
Participating Sponsor or the managing underwriter or underwriters, as the case
may be; provided that no Shareholder shall be subject to any such
black-out period of longer duration than that applicable to any Sponsor or any
other Shareholder. Notwithstanding the foregoing, the Company may effect a
public sale or distribution of securities of the type described above and during
the periods described above if such sale or distribution is made pursuant to
registrations on Form S-4 or S-8 or any successor form to such Forms or as part
of any registration of securities for offering and sale to employees, directors
or consultants of the Company and its Subsidiaries pursuant to any employee
stock plan or other employee benefit plan arrangement. If requested by the
managing underwriter or underwriters of any such Marketed Underwritten Offering,
the Shareholders shall execute a separate agreement to the foregoing effect. The
Company may impose stop-transfer instructions with respect to the Shares (or
other securities) subject to the foregoing restriction until the end of the
period referenced above.

SECTION 5.23. GRANT OF IRREVOCABLE PROXY. IN ADDITION TO, AND NOT IN
LIMITATION OF, THE PROXY GRANTED UNDER SECTION 4.04(C), EACH OTHER SHAREHOLDER
HEREBY GRANTS TO EACH OF THE SPONSORS SUCH OTHER SHAREHOLDER153S PROXY, AND
APPOINTS EACH OF THE SPONSORS, OR ANY DESIGNEE OR NOMINEE OF THE SPONSORS, AS
SUCH OTHER SHAREHOLDER153S ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION AND
RESUBSTITITION), FOR AND IN ITS NAME, PLACE AND STEAD, TO VOTE OR ACT BY WRITTEN
CONSENT WITH RESPECT TO THE GRANTED EQUITY SECURITIES (WHETHER OR NOT VESTED) OR
ANY OTHER EQUITY SECURITIES OF THE COMPANY OR ANY OF ITS SUBSIDIARIES NOW OR
HEREAFTER HELD BY SUCH OTHER SHAREHOLDER (OR ANY TRANSFEREE THEREOF) (INCLUDING
THE RIGHT TO SIGN HIS, HER OR ITS NAME TO ANY CONSENT, CERTIFICATE OR OTHER
DOCUMENT RELATING TO THE COMPANY THAT DELAWARE LAW MAY REQUIRE) IN CONNECTION
WITH ANY AND ALL MATTERS, INCLUDING MATTERS SET FORTH HEREIN AS TO WHICH ANY
VOTE OR ACTIONS MAY BE REQUESTED OR REQUIRED WITH EACH SPONSOR HAVING THE
ABILITY TO ACT IN SUCH CAPACITY WITHOUT THE OTHER SPONSOR. THIS PROXY IS COUPLED
WITH AN INTEREST AND SHALL BE IRREVOCABLE, AND EACH SUCH OTHER INVESTOR WILL
TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE REASONABLY
NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND, EXCEPT WITH RESPECT TO ANY
OTHER PROXY GIVEN BY THE OTHER SHAREHOLDER TO THE COMPANY OR THE SPONSORS,
HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SUCH OTHER SHAREHOLDER WITH
RESPECT TO SUCH OTHER SHAREHOLDER153S EQUITY SECURITIES OF THE COMPANY OR ANY OF
ITS SUBSIDIAIRES. IN THE EVENT THAT THE PROXY GRANTED IN THIS SECTION 5.23
(GRANT OF IRREVOCABLE PROXY) IS INCONSISTENT WITH THE TERMS OF ANY OTHER PROXY
GRANTED BY AN OTHER SHAREHOLDER TO THE SPONSORS OR ANY OTHER PERSON, INCLUDING
PURSUANT TO ANY EMPLOYEE EQUITY ARRANGEMENT, THEN THE TERMS OF THE PROXY GRANTED
IN THIS SECTION 5.23 (GRANT OF IRREVOCABLE PROXY) SHALL GOVERN. IN THE EVENT
THAT ANY OR ALL PROVISION OF THIS SECTION 5.23 (GRANT OF IRREVOCABLE PROXY) ARE
DETERMINED TO BE UNENFORCEABLE, EACH OTHER SHAREHOLDER WILL ENTER INTO A PROXY
THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PRESERVES THE INTENT
AND PROVIDES THE SPONSORS SUBSTANTIALLY THE SAME BENEFITS OF THIS SECTION 5.23
(GRANT OF IRREVOCABLE PROXY). FOLLOWING THE CONSUMMATION OF AN IPO, THIS PROXY
SHALL NOT APPLY TO EXCLUDED SHAREHOLDERS.

SECTION 5.24. After-Acquired Securities. Each Shareholder agrees that,
except as otherwise provided herein, all of the provisions of this Agreement
shall apply to all securities of the Company now held (including any Granted
Equity Securities and any securities issued upon the exercise, conversion or
exchange of any warrants, options or other rights to acquire equity securities
of the Company or debt securities that are convertible into equity securities of
the Company) or which may be issued or Transferred hereafter to a Shareholder in
consequence of any additional issuance, purchase, Transfer, exchange or
reclassification of any of such securities, corporate reorganization, or any
other form of recapitalization, consolidation, acquisition, stock split or stock
dividend, or which are acquired by a Shareholder in any other manner.

SECTION 5.25. Stock Splits and Similar Transactions. All references to
numbers of Shares in this Agreement shall be appropriately adjusted to reflect
any stock dividend, split, combination or other recapitalization or similar
transaction affecting the Shares occurring after the date of this Agreement.

SECTION 5.26. Electronic Consent. To the extent that this Agreement
requires a consent in writing, the Person obligated to deliver such consent may
do so by electronic transmission; provided, that to the extent applicable, such
electronic transmission shall comply with Section 232 of the Delaware General
Corporation Law.

SECTION 5.27. Aggregation. All Shares held or acquired by any
Shareholder and its controlled Affiliates shall be aggregated together for the
purpose of determining the availability of any rights under and application of
any limitations under this Agreement, and such Shareholder and its controlled
Affiliates may apportion such rights as among themselves in any manner they deem
appropriate.

SECTION 5.28. Consents, Approvals and Actions.

(a) If any consent, approval or action of Silver Lake is required at any time
pursuant to this Agreement, such consent, approval or action shall be deemed
given if the holders of a majority of the outstanding Shares held by Silver Lake
at such time provide such consent, approval or action in writing at such time.

(b) If any consent, approval or action of Warburg Pincus is required at any
time pursuant to this Agreement, such consent, approval or action shall be
deemed given if the holders of a majority of the outstanding Shares held by
Warburg Pincus at such time provide such consent, approval or action in writing
at such time.

(c) If any consent, approval or action of the Employee Shareholders is
required at any time pursuant to this Agreement, such consent, approval or
action shall be deemed given if the holders of a majority of the outstanding
Shares held by the Employee Shareholders at such time provide such consent,
approval or action in writing at such time.

SECTION 5.29. Management Fees; Other Fees. The Shareholders
acknowledge and agree that the Sponsors or Affiliates thereof will receive
certain on-going fees relating to their management of the Company, Holdings, IDC
and their respective Subsidiaries and upon consummation of the Merger and
certain exit transactions and expense reimbursement and other rights under the
Management Agreement. The Sponsors and their Affiliates will not consent to any
amendment to the Management Agreement that increases the fees payable thereunder
to the Sponsors or their Affiliates, unless Initial Co-Invest Shareholders that,
at such time, have made aggregate capital contributions to Igloo Co-Invest, LLC
and any Additional Co-Invest Vehicles equal to a majority of the aggregate
capital contributions previously made, at such time, by all Initial Co-Invest
Shareholders to Igloo Co-Invest, LLC and any Additional Co-Invest Vehicles
consent to such amendment. The Sponsors agree that they shall not consent to any
amendment, modification or waiver of this Section 5.29 unless, at such time, the
requisite consent of the Non-Managing Members (as defined under the Co-Invest
LLC Agreement) under the Co-Invest LLC Agreement for amendments, modifications
or waivers of Section 11.19 of the Co-Invest LLC Agreement is received.

SECTION 5.30. Parity of Rights. The Company and the Shareholders
hereby acknowledge and agree that (i) the Company may enter into side letters or
similar written agreements with any Covered Person (“Other Agreements“)
that modify the terms of this Agreement and any other agreements specified in
such Other Agreements and that are controlling with respect to the parties to
each such Other Agreement and (ii) the Company will not enter into such Other
Agreements unless the Company complies with the terms of this Section 5.30. With
respect to any Other Agreement entered into by the Company that has the effect
of establishing material rights for the benefit of such Covered Persons that are
not provided for the benefit of other similarly situated Covered Persons (or,
for purposes of this Section 5.30, such Covered Persons153 Permitted Transferees),
the Company shall disclose the terms establishing such material rights to any
Covered Person not a party thereto promptly following the execution of any such
Other Agreements, and each such other similarly situated Covered Person shall,
upon written request to the Company made not later than thirty (30) days
following receipt of the terms of such Other Agreements (which written request
the Managing Member shall cause Igloo Co-Invest, LLC to deliver to the Company),
receive the benefit of substantially similar rights to the material rights of
such Other Agreements to the extent such rights are applicable to such Covered
Person; provided, however, that the foregoing requirement to so
disclose and the right to request such material rights shall not apply (a) for
the benefit of any Covered Person that (together with its Affiliates) has made
capital contributions to Igloo Co-Invest, LLC or direct or indirect investments
in the Company, IDC or any of their respective Subsidiaries in an aggregate
amount that is less than $100 million, to the extent relating to any Other
Agreements entered into with any Covered Person that has made capital
contributions to Igloo Co-Invest, LLC or direct or indirect investments in the
Company, IDC or any of their respective Subsidiaries in an aggregate amount that
is equal to or greater than $100 million; (b) with respect to any rights or
benefits provided to a Covered Person in connection with the acquisition,
directly or indirectly, of Shares or any other equity securities of the Company
by such Covered Person after the Closing Date other than in a Permitted
Syndication Sale; or (c) with respect to any provision in any Other Agreement
providing for (i) the disclosure of any information relating to the Company,
Igloo Co-Invest, LLC or any of their respective Subsidiaries that is otherwise
subject to a confidentiality obligation, (ii) any waiver, consent or approval to
be provided by the Company, Igloo Co-Invest, LLC (or its managing member) or the
Sponsors, (iii) any rights or benefits resulting from provisions in such Covered
Person153s organizational structure or organizational documents or investment
policies that are required by law, statute or regulatory scheme or that were in
effect prior to the Closing Date, (iv) any rights or benefits relating to the
tax status or tax treatment of a Covered Person, (v) any rights or benefits that
relate to regulatory matters applicable to such Covered Person, (vi) any rights
or benefits that are required to be given to such Covered Person under
applicable law or pursuant to any valid and effective subpoena, writ, decree or
order issued by a court or governmental body of competent jurisdiction or other
competent authority and (vii) any rights or benefits relating to governing law
matters, venue or similar dispute related provisions. The Sponsors agree that
they shall not consent to any amendment, modification or waiver of this Section
5.30 unless, at such time, the requisite consent of the Non-Managing Members (as
defined under the Co-Invest LLC Agreement) under the Co-Invest LLC Agreement for
amendments, modifications or waivers of Section 11.20 of the Co-Invest LLC
Agreement is received.

[Remainder of page intentionally left blank]

Annex I

The following is an illustrative example of Section 3.01(c)(ii)(y):

If (i) immediately after Closing, Sponsor Group “X” holds 500 million Shares
and Sponsor Group “Y” holds 450 million Shares, (ii) subsequently, Sponsor Group
“X” and Sponsor Group “Y” each simultaneously Transfer 100 million Shares
(resulting in Sponsor Group “X” holding 400 million Shares and Sponsor Group “Y”
holding 350 million Shares) and (iii) subsequently, Sponsor Group “Y” Transfers
70 million Shares (resulting in it holding 280 million Shares), then Sponsor
Group “Y” will continue to be entitled to designate three (3) directors despite
holding fewer than 300 million Shares, because Sponsor Group “Y” will hold in
excess of 60%¹ of the number of Shares held by Sponsor Group “X” at
such time.²

If Sponsor Group “X” subsequently Transfers 110 million Shares (resulting in
it holding 290 million Shares), then, absent clause (y), Sponsor Group “X” would
lose one of its Board designation rights. However, this clause (y) provides
that, because Sponsor Group “Y” did not suffer a reduction in its Board
designation rights when its ownership was reduced to fewer than 300 million
Shares, Sponsor Group “X” (i.e., the Sponsor Group holding more Shares than the
other Sponsor Group) will also not suffer such reduction in its Board
designation rights when its ownership is reduced to fewer than 300 million
Shares.

¹	For purposes of this example, the percentage threshold in clause (x)(II) is assumed to be 60% (300 million Shares / 500 million Shares).

²	280 million Shares (held by Sponsor Group “Y”) divided by 400 million Shares (held by Sponsor Group “X”) equals 70%.

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