AMENDED AND RESTATED SHAREHOLDER'S AGREEMENT

EXHIBIT 10.2

Form of Amended and Restated
Shareholders’ Agreement

by and among

TPG BK Holdco LLC

GS Capital Partners 2000, L.P.

GS Capital Partners 2000 Offshore, L.P.

GS Capital Partners 2000 GmbH& Co. Beteiligungs KG

GS Capital Partners 2000 Employee Fund, L.P.

Stone Street Fund 2000, L.P.

Bridge Street Special Opportunities Fund 2000, L.P.

Goldman Sachs Direct Investment Fund 2000, L.P.

GS Private Equity Partners 2000, L.P.

GS Private Equity Partners 2000 Offshore Holdings, L.P.

GS Private Equity Partners 2000 — Direct Investment Fund, L.P.

Bain Capital Integral Investors, LLC

Bain Capital VII Coinvestment Fund, LLC

BCIP TCV, LLC

Burger King Holdings, Inc.

and

Burger King Corporation

dated as of [                      ], 2006

TABLE OF CONTENTS

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     THIS AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “ Agreement ”), dated as of [ ], 2006, is made by and among TPG, Goldman and Bain (each as defined herein) (collectively, the “ Shareholders ”), Burger King Holdings, Inc., a Delaware corporation (the “ Company ”) and Burger King Corporation, a Florida corporation (“ Burger King ”).

RECITALS

     WHEREAS, the Company beneficially owns one hundred percent (100%) of the issued and outstanding common stock of Burger King;

     WHEREAS, each of the Shareholders, the Company and Burger King are parties to a Shareholders’ Agreement, dated as of June 27, 2003, as amended by a First Amendment, dated as of October 3, 2003, and a Second Amendment, dated as of August 30, 2005 (the “ Original Agreement ”);

     WHEREAS, the Company is proposing to sell common shares, par value $0.01 per share, to the public in an Initial Public Offering (the “ IPO ”);

     WHEREAS, immediately after the completion of the Company’s IPO, it is expected that the Shareholders will own approximately 77.1% (74.3% if the underwriters exercise their option to purchase additional shares from the Company) of the issued and outstanding shares of the Company’s common stock (the “ Company Shares ”); and

     WHEREAS, the Shareholders, the Company and Burger King desire to amend and restate the Original Agreement as set forth herein to provide for the management of the Company and Burger King and to set forth the respective rights and obligations of the Shareholders upon the consummation of the IPO.

     NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the parties hereto, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

     Section 1.1 Definitions . As used in this Agreement, the following terms shall have the following meanings:

          “ Adverse Disclosure ” means public disclosure of material non-public information which, in the Board of Directors’ good faith judgment, after consultation with independent outside counsel to the Company, (i) would be required to be made in any Registration Statement filed with the SEC by the Company so that such Registration Statement would not be materially misleading; (ii) would not be required to be made at such time but for the filing of such Registration Statement; and (iii) the Company has a bona fide business purpose for not disclosing publicly.

          “ 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. 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. Without limiting the generality of the foregoing, (i) each of Bain Capital Integral Investors, LLC, BCIP TCV, LLC, Bain Coinvest Fund and each member thereof, including Bain Capital Fund VII, LLC, BCIP Associates II, BCIP Associates II-B, BCIP Trust Associates II and BCIP Trust Associates II-B shall be deemed to be Affiliates with respect to each other; (ii) each of GS Capital Partners 2000, L.P., GS Capital Partners 2000 Offshore, L.P., GS Capital Partners 2000 GmbH& Co. Beteiligungs KG, GS Capital Partners 2000 Employee Fund, L.P., Bridge Street Special Opportunities Fund 2000, L.P., Stone Street Fund 2000, L.P., Goldman Sachs Direct Investment Fund 2000, L.P., GS Private Equity Partners 2000, L.P., GS Private Equity Partners 2000 Offshore Holdings, L.P., and GS Private Equity Partners 2000 — Direct Investment Fund, L.P. shall be deemed to be Affiliates with respect to each other; and (iii) each of TPG Partners III, L.P., TPG Parallel III, L.P., TPG Investors III, L.P., FOF Partners III, L.P., FOF Partners III-B, L.P., TPG Dutch Parallel III, C.V. and any other entity controlled by any of David Bonderman, James Coulter and William Price shall be deemed to be Affiliates with respect to each other, in each case solely for purposes of this Agreement.

          “ Affiliated Officer ” means an officer of the Company affiliated with of TPG, Bain or Goldman.

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

          “ Articles ” means the articles of incorporation and by-laws of the Company.

          “ Bain ” means, collectively, Bain Coinvest Fund, Bain Capital Integral Investors, LLC and BCIP TCV, LLC and any Affiliates of the foregoing to whom Company Shares are Transferred after the date hereof.

          “ Bain Coinvest Fund ” means Bain Capital VII Coinvestment Fund, LLC.

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

          “ Breaching Drag-Along Shareholder ” has the meaning set forth in Section 4.4(d).

          “ Breaching Shareholder ” has the meaning set forth in Section 3.1(h).

          “ Burger King ” has the meaning set forth in the preamble.

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

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

          “ Company Shares ” has the meaning set forth in the recitals.

          “ Company Public Sale ” has the meaning set forth in Section 5.3(a).

          “ Cure Period ” has the meaning set forth in Section 3.1(j).

          “ Demand Notice ” has the meaning set forth in Section 5.2(e).

          “ Demand Period ” has the meaning set forth in Section 5.2(d).

          “ Demand Registration ” has the meaning set forth in Section 5.2(a).

          “ Demand Registration Statement ” has the meaning set forth in Section 5.2(a).

          “ Demand Suspension ” has the meaning set forth in Section 5.2(g).

          “ De Minimis Transfer ” has the meaning set forth in Section 4.1(b).

          “ Drag-Along Buyer ” has the meaning set forth in Section 4.4(a).

          “ Drag-Along Notice ” has the meaning set forth in Section 4.4(a).

          “ Drag-Along Proxy Holder ” has the meaning set forth in Section 4.4(d).

          “ Drag-Along Shareholders ” has the meaning set forth in Section 4.4(a).

          “ Equity Incentive Plans ” means the Burger King Holdings, Inc. Equity Incentive Plan and the Burger King Holdings, Inc. 2006 Omnibus Incentive Plan.

          “ Escrow Agent ” has the meaning set forth in Section 4.4(e).

          “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time.

          “ GAAP ” means generally accepted accounting principles in the United States.

          “ Goldman ” means, collectively, GS Capital Partners 2000, L.P., GS Capital Partners 2000 Offshore, L.P., GS Capital Partners 2000 GmbH& Co. Beteiligungs KG, GS Capital Partners 2000 Employee Fund, L.P., Bridge Street Special Opportunities Fund 2000, L.P., Stone Street Fund 2000, L.P., Goldman Sachs Direct Investment Fund 2000, L.P., GS Private Equity Partners 2000, L.P., GS Private Equity Partners 2000 Offshore Holdings, L.P. and GS Private Equity Partners 2000 — Direct Investment Fund, L.P. and any Affiliates of the foregoing to whom Company Shares are Transferred after the date hereof.

          “ Holder ” means any holder of Registrable Securities who is a party hereto.

          “ Initial Post-IPO Share Ownership ” means, with respect to TPG, 37,689,385 Company Shares, and with respect to each of Goldman and Bain, 33,501,675 Company Shares, as adjusted pursuant to any stock splits, dividends, recapitalizations or other similar events.

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

          “ Loss ” has the meaning set forth in Section 5.9(a).

          “ Material Adverse Change ” means (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States; (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States; (iii) a material outbreak or escalation of armed hostilities or other international or national calamity involving the United States or the declaration by the United States of a national emergency or war or a material change in national or international financial, political or economic conditions; and (iv) any event, change, circumstance or effect that is or is reasonably likely to be materially adverse to the business, properties, assets, liabilities, condition (financial or otherwise), operations, results of operations or prospects of the Company and its subsidiaries taken as a whole.

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

          “ Necessary Action ” means, with respect to a specified result, all actions (to the extent such actions are permitted by law) necessary to cause such result, including (i) voting or providing a written consent or proxy with respect to the Company Shares, (ii) causing the adoption of shareholders’ resolutions and amendments to the Articles, (iii) causing members of the Board of Directors (to the extent such members were nominated or designated by the Person obligated to undertake the Necessary Action, and subject to any fiduciary duties that such members may have as directors of the Company) to act in a certain manner or causing them to be removed in the event they do not act in such a manner, (iv) executing agreements and instruments, and (v) making, or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result.

          “ NYSE ” means the New York Stock Exchange.

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

          “ Ownership Interest ” means the percentage of the outstanding Company Shares owned by a Person on a fully diluted basis.

          “ Permitted Transferee ” means (i) in the case of any Shareholder that is a partnership or limited liability company, any Affiliate of such Shareholder, (ii) in the case of any Shareholder that is a corporation, any Person that owns a majority of the voting stock of such Shareholder, or any Person that is a direct or indirect wholly-owned subsidiary of such Shareholder, (iii) in the case of any Shareholder that is an individual, any successor by death or divorce, or (iv) in the case of any Shareholder that is a trust whose sole beneficiaries are individuals, such individuals or their spouses or lineal descendants.

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

          “ Piggyback Registration ” has the meaning set forth in Section 5.3(a).

          “ Preemption Notice ” has the meaning set forth in Section 5.2(f).

          “ Proposed Transfer ” has the meaning set forth in Section 4.3(a).

          “ Proposed Transferee ” has the meaning set forth in Section 4.3(a).

          “ Prospectus ” means the prospectus included in any Registration Statement, all amendments and supplements to such prospectus, including post-effective amendments, and all other material incorporated by reference in such prospectus.

          “ Proxy Holder ” has the meaning set forth in Section 3.1(h).

          “ Qualifying Shareholder ” means each of TPG, Bain and Goldman, so long as such Shareholder beneficially owns at least 2.0% or more of the outstanding Common Shares.

          “ Registrable Securities ” means any Company Shares and any securities that may be issued or distributed or be issuable in respect of Company Shares by way of conversion, dividend, stock split or other distribution, merger, consolidation, exchange, recapitalization or reclassification or similar transaction; provided , however , that (x) any such Registrable Securities shall cease to be Registrable Securities to the extent (i) a Registration Statement with respect to the sale of such Registrable Securities has been declared effective under the Securities Act and such Registrable Securities have been disposed of in accordance with the plan of distribution set forth in such Registration Statement, (ii) such Registrable Securities have been sold to the public pursuant to Rule 144 (or any similar provisions then in force) under the Securities Act or (iii) such Registrable Securities shall have been otherwise transferred and new certificates for them not bearing a legend restricting transfer under the Securities Act shall have been delivered by the Company and such securities may be publicly resold without Registration under the Securities Act without volume limitations or any other restrictions and (y) Company Shares issued pursuant to the Equity Incentive Plans shall not constitute Registrable Securities.

          “ Registration ” means a registration with the SEC of the Company’s securities for offer and sale to the public under a Registration Statement. The term “ Register ” shall have a correlative meaning.

          “ Registration Expenses ” has the meaning set forth in Section 5.8.

          “ Registration Statement ” means any registration statement of the Company filed with, or to be filed with, the SEC under the rules and regulations promulgated under the Securities Act, including the related Prospectus, amendments and supplements to such registration statement, including post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement other than a registration statement (and related Prospectus) filed on Form S-8 or any successor form thereto.

          “ Representatives ” means, with respect to any Person, any of such Person’s officers, directors, employees, agents, attorneys, accountants, actuaries, consultants, equity

financing partners or financial advisors or other Person associated with, or acting on behalf of, such Person.

          “ SEC ” means the Securities and Exchange Commission.

          “ Securities Act ” means the United States Securities Act of 1933, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time.

          “ Selling Shareholders ” has the meaning set forth in Section 4.4(a).

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

          “ Shelf Period ” has the meaning set forth in Section 5.1(b).

          “ Shelf Registration ” means a Registration effected pursuant to Section 5.1.

          “ Shelf Registration Statement ” means a Registration Statement of the Company filed with the SEC on either (i) Form S-3 (or any successor form or other appropriate form under the Securities Act) or (ii) if the Company is not permitted to file a Registration Statement on Form S-3, an evergreen Registration Statement on Form S-1 (or any successor form or other appropriate form under the Securities Act), in each case for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any similar rule that may be adopted by the SEC) covering the Registrable Securities, as applicable.

          “ Shelf Suspension ” has the meaning set forth in Section 5.1(c).

          “ Sponsor Director ” means any director appointed by TPG, Bain or Goldman.

          “ Tagging Shareholder ” has the meaning set forth in Section 4.3(a).

          “ TPG ” means TPG BK Holdco LLC, a Delaware limited liability company and any of its Affiliates to whom Company Shares are Transferred after the date hereof.

          “ Transfer ” means, with respect to any Company Shares, a direct or indirect transfer, sale, exchange, assignment, pledge, hypothecation or other encumbrance or other disposition of such Company Shares, including the grant of an option or other right, whether directly or indirectly, whether voluntarily, involuntarily or by operation of law; and “ Transferred ”, “ Transferee ” and “ Transferability ” shall each have a correlative meaning. For the avoidance of doubt, a transfer, sale, exchange, assignment, pledge, hypothecation or other encumbrance or other disposition of an interest in any Shareholder, or direct or indirect parent thereof, all or substantially all of whose assets are Company Shares shall constitute a “Transfer” of Company Shares for purposes of this Agreement.

          “ Underwritten Offering ” means a Registration in which securities of the Company are sold to an underwriter or underwriters on a firm commitment basis for reoffering to the public.

     Section 1.2 Other Interpretive Provisions . (a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

          (b) The words “ hereof ”, “ herein ”, “ hereunder ” and similar words refer to this Agreement as a whole and not to any particular provision of this Agreement; and any subsection and Section references are to this Agreement unless otherwise specified.

          (c) The term “ including ” is not limiting and means “ including without limitation .”

          (d) The captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

          (e) Whenever the context requires, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

     Each of the parties to this Agreement hereby represents and warrants to each other party to this Agreement that as of the date such party executes this Agreement:

     Section 2.1 Existence; Authority; Enforceability . Such party has the power and authority to enter into this Agreement and to carry out its obligations hereunder. Such party is duly organized and validly existing under the laws of its jurisdiction of organization, and the execution of this Agreement, and the consummation of the transactions contemplated herein, have been authorized by all necessary action, and no other act or proceeding on its part is necessary to authorize the execution of this Agreement or the consummation of any of the transactions contemplated hereby. This Agreement has been duly executed by it and constitutes its legal, valid and binding obligations, enforceable against it in accordance with its terms.

     Section 2.2 Absence of Conflicts . The execution and delivery by such party of this Agreement and the performance of its obligations hereunder does not and will not (a) conflict with, or result in the breach of any provision of the constitutive documents of such party; (b) result in any violation, breach, conflict, default or event of default (or an event which with notice, lapse of time, or both, would constitute a default or event of default), or give rise to any right of acceleration or termination or any additional payment obligation, under the terms of any contract, agreement or permit to which such party is a party or by which such party’s assets or operations are bound or affected; or (c) violate any law applicable to such party.

     Section 2.3 Consents . Other than any consents which have already been obtained, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such party in connection with (a) the execution, delivery or performance of this Agreement or (b) the consummation of any of the transactions contemplated herein.

ARTICLE III

GOVERNANCE

     Section 3.1 Board of Directors .

          (a) The Shareholders and the Company shall take all Necessary Action to cause the Board of Directors to be comprised of no more than fifteen (15) directors, two (2) of whom shall be designated by TPG, two (2) of whom shall be designated by Bain, two (2) of whom shall be designated by Goldman, one (1) of whom shall be the Chief Executive Officer (or equivalent) of Burger King, and the remainder of whom shall be independent directors; provided that:

          (i) if any of TPG, Bain or Goldman ceases to beneficially own 10% or more of the outstanding Common Shares, then such Shareholder shall only be entitled to designate one (1) director for election to the Board of Directors; and provided , further , that if any of TPG, Bain or Goldman ceases to beneficially own 2% or more of the outstanding Common Shares, then such Shareholder shall not be entitled to designate any directors for election to the Board of Directors; and

          (ii) within one year after the Company ceases to qualify as a “controlled company” under NYSE rules, TPG, Bain and Goldman shall cause a sufficient number of their designees to qualify as “independent directors” under NYSE rules to ensure that the Board of Directors complies with applicable NYSE independence rules.

          (b) Except as provided above, each Shareholder shall have the exclusive right to appoint and remove its respective designees to the Board of Directors, as well as the exclusive right to fill vacancies created by reason of death, removal or resignation of such designees, and the Shareholders and the Company shall take all Necessary Action to cause the Board to be so constituted.

          (c) The initial directors designated by TPG pursuant to Section 3.1(a) shall be David Bonderman and Richard W. Boyce. The initial directors designated by Bain pursuant to Section 3.1(a) shall be Andrew B. Balson and Stephen G. Pagliuca. The initial directors designated by Goldman pursuant to Section 3.1(a) shall be Adrian Jones and Sanjeev K. Mehra.

          (d) Decisions of the Board of Directors shall require the approval of a majority of the directors. The Board of Directors shall designate a chairman.

          (e) The Company shall reimburse the directors for all reasonable out-of-pocket expenses incurred in connection with their attendance at meetings of the Board of Directors and any committees thereof, including without limitation travel, lodging and meal expenses. For the avoidance of doubt, Sponsor Directors shall receive compensation for serving on the Board of Directors and on any committees thereof equivalent to the compensation paid to other non-management directors for such service.

          (f) The Company shall obtain customary director and officer indemnity insurance on commercially reasonable terms.

          (g) Solely for purposes of Section 3.1(a), and in order to secure the performance of each Shareholder’s obligations under Section 3.1(a), each Shareholder hereby irrevocably appoints each other Shareholder that qualifies as a Proxy Holder (as defined below) the attorney-in-fact and proxy of such Shareholder (with full power of substitution) to vote or provide a written consent with respect to its Company Shares as described in this paragraph if, and only in the event that, such Shareholder fails to vote or provide a written consent with respect to its Company Shares in accordance with the terms of Section 3.1(a) (each such Shareholder, a “ Breaching Shareholder ”). Each Breaching Shareholder shall have five (5) Business Days from the date of a request for such vote or written consent (the “ Cure Period ”) to cure such failure. If after the Cure Period the Breaching Shareholder has not cured such failure, any Shareholder whose designees to the Board were required to be approved by the Breaching Shareholder pursuant to Section 3.1(a) but were not approved by the Breaching Shareholder, shall have and is hereby irrevocably granted a proxy to vote or provide a written consent with respect to each such Breaching Shareholder’s Company Shares for the purposes of taking the actions required by Section 3.1(a) (such Shareholder, a “ Proxy Holder ”), and of removing from office any directors elected to the Board in lieu of the designees of the Proxy Holder who should have been elected pursuant to Section 3.1(a). Each Shareholder intends this proxy to be, and it shall be, irrevocable and coupled with an interest, and each Shareholder will 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 3.1(a) with respect to the Company Shares owned by such Shareholder. Notwithstanding the foregoing, the conditional proxy granted by this Section 3.1(h) shall be deemed to be revoked upon the termination of Article III in accordance with its terms.

     Section 3.2 Additional Management Provisions .

          (a) For so long as TPG, Bain and Goldman collectively beneficially own 30% or more of the outstanding Common Shares, (i) each such Shareholder that is entitled to designate any directors for election to the Board of Directors also shall have the right to have at least one (1) of its designated directors on any committee (with the exception of the Audit Committee) of the boards of directors of the Company, to the extent such directors are permitted to serve on such committees under SEC and NYSE rules applicable to the Company, (ii) Sponsor Directors shall constitute the majority of each such committee, and (iii) the Chairman of each such committee shall be a Sponsor Director. In the event that SEC or NYSE rules applicable to the Company limit the number of Sponsor Directors that can serve on any committee (other than the Audit Committee), the parties shall allocate committee membership among Sponsor Directors in as equitable a manner as possible, taking into account the relative level of ownership by such Sponsor in considering committee preferences.

          (b) Each Shareholder agrees and acknowledges that the directors designated by TPG, Bain and Goldman may share confidential, non-public information about the Company and Burger King with TPG, Bain and Goldman, respectively.

          (c) The Shareholders hereby agree, notwithstanding anything to the contrary in any other agreement or at law or in equity, that when any Qualifying Shareholder takes any action under this Agreement to give or withhold its consent, or when TPG, Bain and/or Goldman takes any action under this Agreement to give or withhold its consent, such Qualifying

Shareholder and/or TPG, Bain and/or Goldman, as applicable, shall have no duty (fiduciary or other) to consider the interests of the Company or the other Shareholders and may act exclusively in its own interest and shall have only the duty to act in good faith; provided , however , that the foregoing shall in no way affect the obligations of the parties hereto to comply with the provisions of this Agreement.

ARTICLE IV

TRANSFERS OF SHARES

     Section 4.1 Limitations on Transfer .

          (a) No Shareholder shall be entitled to Transfer its Company Shares at any time if such Transfer would:

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

          (ii) cause the Company to become subject to the registration requirements of the U.S. Investment Company Act of 1940, as amended from time to time; or

          (iii) be a “prohibited transaction” under ERISA or the Code or cause all or any portion of the assets of the Company to constitute “plan assets” under ERISA or Section 4975 of the Code; or

          (b) In addition, for such time as there is more than one Qualifying Shareholder, none of TPG, Bain or Goldman may Transfer any Company Shares if such transfer would result in TPG, Bain or Goldman, as the case may be, individually having transferred in excess of 2% (a “ De Minimis Transfer ”) of the outstanding Company Shares in any 180-day period except upon the prior written consent of at least one other Qualifying Shareholder.

          (c) In the event of a purported Transfer by a Shareholder of any Company Shares in violation of the provisions of this Agreement, such purported Transfer will be void and of no effect, and the Company will not give effect to such Transfer.

          (d) Each certificate evidencing the Company 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 [           ], 2006 COPIES OF WHICH ARE ON FILE WITH THE ISSUER OF THIS CERTIFICATE. NO 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.

          (e) In the event that the restrictive legend set forth in Section 4.1(d) has ceased to be applicable, or upon request by a Shareholder proposing to Transfer Company Shares pursuant to a De Minimis Transfer or any other Transfer approved in accordance with Section 4.1(b), the Company shall provide such Shareholder, or its 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 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 4.1(d) shall cease and terminate upon the termination of this Article IV).

     Section 4.2 Transfer to Permitted Transferees . Subject to the provisions of Section 4.1(a) and Section 4.6, a Shareholder may Transfer its Company Shares to a Permitted Transferee of such Shareholder; provided that each Permitted Transferee of any Shareholder to which Company Shares are Transferred shall, and such Shareholder shall cause such Permitted Transferee to, Transfer back to such Shareholder (or to another Permitted Transferee of such Shareholder) any Company Shares it owns if such Permitted Transferee ceases to be a Permitted Transferee of such Shareholder.

     Section 4.3 Tag Along Rights .

          (a) In the case of a proposed Transfer by a Shareholder (a “ Transferring Shareholder ”) of any or all of its Company Shares, other than (i) to the Company, (ii) to a Permitted Transferee, (iii) a De Minimis Transfer or any other Transfer to the public under a Registration Statement or Rule 144 under the Securities Act that is approved pursuant to Section 4.1(b) or (iv) pursuant to or consequent upon the exercise of the drag along rights set forth in Section 4.4 or pursuant to an underwritten offering under Article V (a “ Proposed Transfer ”), each other Shareholder who exercises its rights under this Section 4.3(a) (a “ Tagging Shareholder ”) shall have the right to require the Transferring Shareholder to cause the proposed Transferee (a “ Proposed Transferee ”) to purchase from such Tagging Shareholder up to a number of its Company Shares equal to the product of (A) the total number of Company Shares proposed to be Transferred by the Transferring Shareholder multiplied by (B) a fraction, the numerator of which is the aggregate number of Company Shares owned by such Tagging Shareholder and the denominator of which is the aggregate number of Company Shares owned by all of the Shareholders.

          (b) The Transferring Shareholder shall give notice to each other Shareholder of a Proposed Transfer not later than five (5) Business Days prior to the closing of the Proposed Transfer, setting forth the number of Company Shares proposed to be so Transferred, the name and address of the Proposed Transferee, the proposed amount and form of consideration (and, if

such consideration consists in part or in whole of property other than cash, the Transferring Shareholder shall provide such information, to the extent reasonably available to the Transferring Shareholder, relating to such non-cash consideration as the other Shareholders may reasonably request in order to evaluate such non-cash consideration), and other terms and conditions of payment offered by the Proposed Transferee. The Transferring Shareholder shall deliver or cause to be delivered to each Tagging Shareholder copies of all transaction documents relating to the Proposed Transfer as the same become available. The tag-along rights provided by this Section 4.3 must be exercised by a Shareholder within three (3) Business Days following receipt of the notice required by the first sentence of this Section 4.3(b), by delivery of a written notice to the Transferring Shareholder indicating its desire to exercise its rights and specifying the number of Company Shares it desires to Transfer.

          (c) Any Transfer of Company Shares by a Tagging Shareholder to a Proposed Transferee pursuant to this Section 4.3 shall be on the same terms and conditions (including, without limitation, price, time of payment and form of consideration) as to be paid to the Transferring Shareholder; provided that in order to be entitled to exercise its tag along right pursuant to this Section 4.3, each Tagging Shareholder must agree to make to the Proposed Transferee representations, warranties, covenants, indemnities and agreements the same mutatis mutandis as those made by the Transferring Shareholder in connection with the Proposed Transfer (other than any non-competition or similar agreements or covenants that would bind the Tagging Shareholder or its Affiliates), and agree to the same conditions to the Proposed Transfer as the Transferring Shareholder agrees, it being understood that all such representations, warranties, covenants, indemnities and agreements shall be made by the Transferring Shareholder and each Tagging Shareholder severally and not jointly and that, except with respect to individual representations, warranties, covenants, indemnities and other agreements of the Tagging Shareholder as to the unencumbered title to its Company Shares and the power, authority and legal right to Transfer such Company Shares, the aggregate amount of the liability of the Tagging Shareholder shall not exceed either (i) such Tagging Shareholder’s pro rata portion of any such liability to be determined in accordance with such Tagging Shareholder’s portion of the total number of Company Shares included in such Transfer or (ii) the proceeds to such Tagging Shareholder in connection with such Transfer. Each Tagging Shareholder shall be responsible for its proportionate share of the costs of the Proposed Transfer to the extent not paid or reimbursed by the Proposed Transferee or the Company.

     Section 4.4 Drag Along Rights .

          (a) If Shareholders holding, in the aggregate, at least sixty percent (60%) of the Company Shares owned by the Shareholders from time to time (the “ Selling Shareholders ”) agree to enter into a transaction which would result in the Transfer of at least fifty-one percent (51%) of the aggregate Company Shares (including any Company Shares held by other holders of Company Shares, including any Drag-Along Shareholders) to a non-Affiliate third party (the “ Drag-Along Buyer ”), the Selling Shareholders may deliver written notice (a “ Drag-Along Notice ”) to each other Shareholder (the “ Drag-Along Shareholders ”), stating that such Selling Shareholders wish to exercise their rights under this Section 4.4 with respect to such Transfer, and setting forth the name and address of the Drag-Along Buyer, the number of Company Shares proposed to be Transferred, the proposed amount and form of the consideration, and all other material terms and conditions offered by the Drag-Along Buyer.

          (b) Upon delivery of a Drag-Along Notice, each Drag-Along Shareholder shall be required to Transfer that percentage of its Company Shares equal to the percentage of the Company Shares held by the Selling Shareholders which are being Transferred to the Drag-Along Buyer, upon the same terms and conditions (including, without limitation, as to price, time of payment and form of consideration) as agreed by the Selling Shareholders and the Drag-Along Buyer, and shall make to the Drag-Along Buyer representations, warranties, covenants, indemnities and agreements comparable to those made by the Selling Shareholders in connection with the Transfer (other than any non-competition or similar agreements or covenants that would bind the Drag-Along Shareholder or its Affiliates), and shall agree to the same conditions to the Transfer as the Selling Shareholders agree, it being understood that all such representations, warranties, covenants, indemnities and agreements shall be made by each Selling Shareholder and each Drag-Along Shareholder severally and not jointly and that, except with respect to individual representations, warranties, covenants, indemnities and other agreements of the Drag-Along Shareholder as to the unencumbered title to its Company Shares and the power, authority and legal right to Transfer such Company Shares, the aggregate amount of the liability of the Drag-Along Shareholder shall not exceed either (i) such Drag-Along Shareholder’s pro rata portion of any such liability, to be determined in accordance with such Drag-Along Shareholder’s portion of the total number of Company Shares included in such Transfer or (ii) the proceeds to such Drag-Along Shareholder in connection with such Transfer.

          (c) In the event that any such Transfer is structured as a merger, consolidation, or similar business combination, each Drag-Along Shareholder agrees to (i) vote in favor of the transaction, (ii) take such other action as may be required to effect such transaction (subject to Section 4.4(b)) and (iii) take all action to waive any dissenters, appraisal or other similar rights with respect thereto.

          (d) Solely for purposes of Section 4.4(c)(i) and in order to secure the performance of each Shareholder’s obligations under Section 4.4(c)(i), each Shareholder hereby irrevocably appoints each other Shareholder that qualifies as a Drag-Along Proxy Holder (as defined below) the attorney-in-fact and proxy of such Shareholder (with full power of substitution) to vote or provide a written consent with respect to its Company Shares as described in this paragraph if, and only in the event that, such Shareholder fails to vote or provide a written consent with respect to its Company Shares in accordance with the terms of Section 4.4(c)(i) (each such Shareholder, a “ Breaching Drag-Along Shareholder ”) within three (3) days of a request for such vote or written consent. Upon such failure, the Selling Shareholders shall have and are hereby irrevocably granted a proxy to vote or provide a written consent with respect to each such Breaching Drag-along Shareholder’s Company Shares for the purposes of taking the actions required by Section 4.4(c)(i) (such Selling Shareholders, a “ Drag-Along Proxy Holder ”). Each Shareholder intends this proxy to be, and it shall be, irrevocable and coupled with an interest, and each Shareholder will 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 4.4(c)(i) with respect to the Company Shares owned by such Shareholder. Notwithstanding the foregoing, the conditional proxy granted by this Section 4.4(d) shall be deemed to be revoked upon the termination of this Article IV in accordance with its terms.

          (e) If any Drag-Along Shareholder fails to deliver to the Drag-Along Buyer the certificate or certificates evidencing Company Shares to be sold pursuant to this Section 4.4, the Selling Shareholders may, at their option, in addition to all other remedies they may have, deposit the purchase price (including any promissory note constituting all or any portion thereof) for such Company Shares with any national bank or trust company having combined capital, surplus and undivided profits in excess of $100 million (the “ Escrow Agent ”), and the Company shall cancel on its books the certificate or certificates representing such Company Shares and thereupon all of such Drag-Along Shareholder’s rights in and to such Company Shares shall terminate. Thereafter, upon delivery to the Company by such Drag-Along Shareholder of the certificate or certificates evidencing such Company Shares (duly endorsed, or with stock powers duly endorsed, for transfer, with signature guaranteed, free and clear of any liens or encumbrances, and with any stock transfer tax stamps affixed), the Selling Shareholders 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 Drag-Along Shareholder.

     Section 4.5 Rights and Obligations of Transferees .

          (a) Any Transfer of Company Shares to any Person other than a Shareholder, which Transfer is otherwise in compliance herewith, shall be permitted hereunder only if the transferee of such Company Shares agrees in writing that it shall, upon such Transfer, assume with respect to such Company Shares the transferor’s obligations under this Agreement and become a party to this Agreement for such purpose, and any other agreement or instrument executed and delivered by such transferor in respect of the Company Shares.

          (b) Upon any Transfer of Company Shares to any Person other than a Shareholder, which Transfer is otherwise in compliance herewith, the transferee shall, upon such Transfer, assume all rights held by the transferor at the time of the Transfer with respect to such Company Shares, provided that no Transferee (other than any Affiliate of a Shareholder) shall acquire any of the rights provided in Article III hereof by reason of such Transfer, and provided further that no Transferee (other than any Affiliate of a Shareholder) shall be permitted to acquire any of the rights provided in Section 5.1 or 5.2 hereof unless such Transferee acquires at least 33 1/3% of the Initial Post-IPO Share Ownership of a Shareholder.

          (c) Notwithstanding the foregoing, Sections 4.5(a) and (b) shall not apply to any Transfer to (i) the public under a Registration Statement or Rule 144 under the Securities Act or (ii) any general or limited partner, member or stockholder of any Shareholder.

     Section 4.6 Termination of Transfer Restrictions . The provisions of this Article IV (other than Section 4.4) shall terminate and be of no further force and effect upon the earlier of (i) the fifth anniversary of the IPO or (ii) the date on which the Shareholders cease to hold collectively 25% of their Initial Post-IPO Share Ownership. The provisions of Section 4.4 shall terminate upon the date on which the Shareholders cease to hold collectively the majority of the outstanding Company Shares.

ARTICLE V

REGISTRATION RIGHTS

     Section 5.1 Shelf Registration .

          (a)  Filing . Immediately following the first anniversary of the IPO, the Company shall file with the SEC a Shelf Registration Statement relating to the offer and sale of all Registrable Securities by any Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in the Shelf Registration Statement and, as promptly as practicable thereafter, shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act.

          (b)  Continued Effectiveness . The Company shall use its reasonable best efforts to keep such Shelf Registration Statement (or a replacement Shelf Registration Statement) continuously effective under the Securities Act in order to permit the Prospectus forming a part thereof to be usable by Holders until the earlier of (i) the date as of which all Registrable Securities have been sold pursuant to the Shelf Registration Statement (but in no event prior to the applicable period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder) and (ii) the date as of which each of the Holders is permitted to sell its Registrable Securities without Registration pursuant to Rule 144 under the Securities Act without volume limitations or other restrictions on transfer thereunder (such period of effectiveness, the “ Shelf Period ”). Subject to Section 5.1(c), the Company shall not be deemed to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Period if the Company voluntarily takes any action or omits to take any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell any Registrable Securities pursuant to such Shelf Registration Statement (or a replacement Shelf Registration Statement) during the Shelf Period, unless such action or omission is required by applicable law.

          (c)  Suspension of Registration . If the continued use of such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving at least 10 days’ prior written notice of such action to the holders, suspend use of the Shelf Registration Statement (a “ Shelf Suspension ”); provided , however , that, the Company shall not be permitted to exercise a Shelf Suspension (i) more than one time during any 12-month period unless the Company receives the written advice of its outside counsel to the effect that an additional Shelf Suspension during such period is reasonably necessary to avoid an Adverse Disclosure unrelated to the circumstances underlying the initial Shelf Suspension (and, in any event, no more than three times during any 24-month period), or (ii) for a period exceeding 30 days on any one occasion. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration or

by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of the Registrable Securities then outstanding.

          (d)  Underwritten Offering . If the Holders of not less than a majority of any Registrable Securities included in any offering purs