AMENDED AND RESTATED SHAREHOLDERS AGREEMENT

EXECUTION COPY

EXHIBIT 10.1

AMENDED AND RESTATED SHAREHOLDERS AGREEMENT

dated as of

December 15, 2003

among

UNITED NATIONAL GROUP, LTD.

and

THE SHAREHOLDERS LISTED
ON THE SIGNATURE PAGES

TABLE OF CONTENTS

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          AMENDED AND RESTATED SHAREHOLDERS AGREEMENT, dated as of December 15, 2003, by and among UNITED NATIONAL GROUP, LTD., an exempted company formed with limited liability under the laws of the Cayman Islands (the “ Company ”), U.N. HOLDINGS (CAYMAN), LTD. (“ Holdings ”), an exempted company formed with limited liability under the laws of the Cayman Islands, those co-investment funds listed on the signature pages of this Agreement (the “ Co-investment Funds ,” and together with Holdings, the “ FPC Shareholders ”) and those trusts listed on the signature pages of this Agreement (the “ Trusts, ” and together with the FPC Shareholders, the “ Shareholders ”).

W I T N E S S E T H:

          WHEREAS, Holdings, the Company, U.N. Holdings II, Inc., a Delaware corporation (“ U.S. Purchaser ”), U.N. Holdings, LLC, a Delaware limited liability company, U.N. Holdings Inc., a Delaware corporation (“ U.N. Holdings ”), Wind River Investment Corporation, a Delaware corporation (“ Wind River ”), and the Trusts entered into an Amended and Restated Investment Agreement, dated of as September 5, 2003 (the “ Investment Agreement ”), the transactions contemplated by which (the “ Transactions ”) were completed on September 5, 2003;

          WHEREAS, in connection with the Transactions, Holdings, the Trusts and the Company entered into a Shareholders Agreement, dated as of September 5, 2003 (the “ Original Agreement ”);

          WHEREAS, on September 11, 2003, Holdings and the Trusts sold a portion of their Shares to the Co-investment Funds (the “ Co-investment ”);

          WHEREAS, in connection with the Co-investment and immediately prior to the completion of the proposed initial offering by the Company of Class A Common Shares (the “ IPO ”), Holdings, the Trusts and the Company desire to amend and restate the Original Agreement in its entirety and desire that the Co-investment Funds shall become parties to this Agreement; and

          WHEREAS, the Company, the FPC Shareholders and the Trusts desire to establish in this Agreement certain terms and conditions concerning the relationship among the Company, the FPC Shareholders and the Trusts and the investment of the FPC Shareholders and the Trusts in the Company.

          NOW, THEREFORE, the parties agree as follows:

ARTICLE I

DEFINITIONS

          Section 1.1 Certain Definitions . As used in this Agreement, the following terms shall have the meanings ascribed to them below:

          “ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person.

          “ Agreement ” means this Amended and Restated Shareholders Agreement.

          “ Claims ” means losses, claims, damages, expenses, judgments or liabilities, joint or several, actions or proceedings (whether commenced or threatened).

          “ Class A Common Shares ” means the Class A Common Shares, par value $0.0001 per share, of the Company.

          “ Class B Common Shares ” means the Class B Common Shares, par value $0.0001 per share, of the Company.

          “ Common Shares ” means the Class A Common Shares and the Class B Common Shares.

          “ Competitor ” means any Person that competes in a significant way with a substantial business of the Company or any of its subsidiaries or a Person that has a substantial investment in any such competing Person; provided , that an institutional investor and its Affiliates shall not be considered Persons who are Competitors by virtue of holding as a passive portfolio investment nonvoting debt or less than 5% of the publicly traded equity securities of any such Competitor. For purposes of this provision, the good faith determination of the Board that a proposed Transferee is a Competitor, made within 30 days of written notice to the Board of the proposed Transfer, shall in all respects be conclusive.

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

          “ FPC ” means Fox Paine & Company, LLC, a Delaware limited liability company.

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

          “ Nasdaq ” means The Nasdaq Stock Market, Inc.

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

          “ Preferred Shares ” means the Series A Preferred Shares, par value $0.0001 per share, of the Company, the terms of which are attached as Exhibit 4 to the Investment Agreement.

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          “ Registrable Securities ” means Common Shares, and any common shares or other securities issued in respect of Shares or into which Shares shall be converted in connection with share splits, reverse share splits, share dividends or distributions, combinations or similar recapitalizations, or a merger, consolidation or reorganization or otherwise; provided , however , as to any particular Common Shares, such Common Shares shall cease to be Registrable Securities when (a) a registration statement with respect to the sale of such Common Shares shall have become effective under the Securities Act and such Common Shares shall have been disposed of in accordance with such registration statement, (b) such Common Shares shall have been sold pursuant to Rule 144, (c) such Common Shares shall have been otherwise transferred and new certificates for such Common Shares not bearing a legend restricting further transfer shall have been delivered by the Company, or (d) such Common Shares shall have ceased to be outstanding.

          “ Registration Expenses ” means any and all expenses incident to performance of or compliance with Article V, including (a) all SEC and stock exchange or the NASD registration and filing fees, (b) all fees and expenses of complying with United States federal and state securities laws and applicable foreign securities laws (including reasonable fees and disbursements of counsel for the underwriters in connection with United States “blue sky” qualifications of the Registrable Securities), (c) all printing, messenger and delivery expenses, (d) the fees and disbursements of counsel for the Company and of the Company’s independent public accountants, including the expenses of any special audits and/or “cold comfort” letters required by or incident to such performance and compliance, (e) the reasonable fees and disbursements of one counsel retained by the Shareholders (such counsel to be chosen by the Shareholders by vote of a plurality of the Registrable Securities of such Shareholders being registered) as a group in connection with each such registration, (f) any fees and disbursements of underwriters customarily paid by issuers or sellers of securities and the reasonable fees and expenses of any special experts retained in connection with the requested registration, including any fee payable to a qualified independent underwriter within the meaning of the rules of the NASD, (g) internal expenses of the Company (including all salaries and expenses of its officers and employees performing legal or accounting duties) and (h) securities acts liability insurance (if the Company elects to obtain such insurance) but, in all cases, excluding underwriting discounts and commissions and transfer taxes, if any.

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

          “ SEC ” means the United States Securities and Exchange Commission.

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

          “ Senior Notes ” means the Senior Notes issued by Wind River to the Trusts in the Transactions.

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          “ Shares ” means the Common Shares and the Preferred Shares.

          “ Transfer ” means any sale, assignment, mortgage, pledge (other than pledges to the Company and its Affiliates), encumbrance, redemption or other transfer, directly or indirectly, whether or not for consideration.

          “ Transferee ” means any Person to whom a Transfer is made, regardless of the method of Transfer.

          “ Transferor ” means any Person by whom a Transfer is made, regardless of the method of Transfer.

          “ U.N. Holdings Common Stock ” means the common stock, par value $0.01, of U.N. Holdings.

          “ Wind River Common Stock ” means the common stock, par value $1.00, of Wind River.

          Section 1.2 Other Definitions . Each of the following terms is defined in the Section set forth opposite such term:

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          Section 1.3 Interpretation . Except as otherwise provided or if the context requires otherwise, whenever used in the Agreement, (a) any noun or pronoun shall be deemed to include the singular and the plural, (b) the terms “include” and “including” shall be deemed to be followed by the phrase “without limitation” and (c) the word “or” shall be inclusive and not exclusive.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

          Section 2.1 Representations and Warranties of the Company . The Company represents and warrants to each Shareholder as follows:

          (a) The Company was duly organized as an exempted company formed with limited liability under the laws of the Cayman Islands and is validly existing and in good standing under the laws of the Cayman Islands, and has all necessary power and authority to enter into this Agreement and to perform its obligations under this Agreement.

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

          (c) This Agreement has been duly executed and delivered by the Company, and, assuming due authorization, execution and delivery by each other party, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to (i) bankruptcy, insolvency, reorganization, moratorium

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or other similar laws affecting or relating to creditors’ rights generally, and (ii) limitations on the availability of specific performance or injunctive relief or other equitable remedies.

          Section 2.2 Representations and Warranties of Holdings . Holdings represents and warrants to the Company, each of the Co-investment Funds and each of the Trusts as follows:

          (a) Holdings was duly organized as an exempted company formed with limited liability under the laws of the Cayman Islands and is validly existing and in good standing under the laws of the Cayman Islands, and has all necessary power and authority to enter into this Agreement and to perform its obligations under this Agreement.

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

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

          Section 2.3 Representations and Warranties of the Trusts . Each Trust, severally and not jointly, represents and warrants to the Company, Holdings and each of the Co-investment Funds as follows:

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

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

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

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          Section 2.4 Representations and Warranties of the Co-investment Funds . Each Co-investment Fund, severally and not jointly, represents and warrants to the Company, Holdings and each of the Trusts as follows:

          (a) Such Co-investment Fund was duly organized as a limited partnership under the laws of the Cayman Islands and is validly existing and in good standing under the laws of the Cayman Islands, and has all necessary power and authority to enter into this Agreement and to perform its obligations under this Agreement.

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

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

ARTICLE III

BOARD COMPOSITION

          Section 3.1 Composition of the Board . The Company shall be managed subject to the overall direction and supervision of its Board of Directors (the “ Board ”). The parties shall take all necessary actions as may be required under applicable law (including voting all Shares and executing written resolutions of shareholders) to cause the Board, effective from and after the date of this Agreement, to have, and the parties shall refrain from taking any action (including voting any Shares or executing any written consents of shareholders) that would cause the Board, effective from and after the date of this Agreement, not to have, the following size and composition (the “ Board Composition ”):

          (a) The Board shall consist of no fewer than eleven directors and shall include (i) no fewer than six directors nominated for election by the FPC Shareholders (which individuals shall initially be Saul A. Fox, W. Dexter Paine, III, Troy W. Thacker, Angelos Dassios, Michael J. McDonough and John Hendrickson) (the “ FPC Shareholder Nominees ”), (ii) for so long as the Trusts together with any Trust Affiliate Transferees, in the aggregate, beneficially own 5% of the outstanding Shares, one director nominated by the Trusts (which individual shall initially be Russell C. Ball, III) (the “ Trusts’ Nominee ”) and (iii) a sufficient number of “independent directors” (within the meaning of Rule 4200 of the Nasdaq Rules)

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such that the Board complies with Rule 4350(c) of the Nasdaq Rules (which individuals shall initially include Edward J. Noonan).

          (b) The FPC Shareholders may at any time cause any FPC Shareholder Nominee to be removed from the Board with or without cause at their sole discretion, and the Trusts may at any time cause the Trusts’ Nominee to be removed from the Board with or without cause at their sole discretion.

          (c) If a vacancy on the Board occurs at any time as a result of the death, disability, resignation, retirement or removal of any director, the party or parties nominating the director whose death, disability, resignation, retirement or removal caused such vacancy shall have the right to nominate for election or appointment a replacement director; provided , however , that, in the case of the Trusts’ Nominee, such nominee shall be reasonably satisfactory to the FPC Shareholders (it being acknowledged and agreed that any executive officer, director or partner of The AMC Group, L.P. or American Manufacturing Corporation or any respective successor entity shall be reasonably acceptable to the FPC Shareholders and any nominee’s lack of applicable experience shall not be reasonable grounds for the FPC Shareholders to object to such nominee). Following notice from such party to the Company of its nomination of a replacement director, the Board shall not conduct any business until such nominee has been elected or appointed to the Board.

ARTICLE IV

RESTRICTIONS ON TRANSFERS OF SHARES

          Section 4.1 General Limitations on Transfers .

          4.1.1 Transfers Generally . No Shareholder shall Transfer any Shares (whether owned as of the date of this Agreement or subsequently acquired), unless such Transfer is made in accordance with the requirements of this Article IV, as may be applicable, or as contemplated by Section 5.1.

          4.1.2 Recordation on Register of Members . The Shareholders shall ensure that the Board shall not record on the Company’s Register of Members any attempted Transfer of Shares held or owned by any Shareholder to any other Person, except for Transfers in accordance with this Agreement for which the Shareholders shall take all necessary steps to ensure that the Board updates the Company’s Register of Members.

          4.1.3 Obligations of Transferees . No Transfer of Shares that would be otherwise permitted pursuant to this Agreement shall be effective unless (a) the Transferee shall have executed an appropriate document (a “ Joinder Agreement ”) in form and substance reasonably satisfactory to the Company confirming that (i) the Transferee takes such Shares subject to all the terms and conditions of this Agreement to the same extent as its Transferor was bound by and entitled to the benefits of such provisions and (ii) the certificates in respect of the Shares shall bear legends, substantially in the forms required by Section 4.6, and

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(b) such Joinder Agreement shall have been delivered to and approved by the Company prior to such Transferee’s acquisition of Shares, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, the provisions of this Section 4.1.3 shall not apply to a Transfer of Shares validly made pursuant to a Piggyback Registration, pursuant to an effective registration statement under the Securities Act, or pursuant to Section 4.7, and, at the sole discretion of the Board, to any Transfer made in accordance with the provisions of Sections 4.4 or 4.5.

          4.1.4 Prohibited Transfers; Transfers to Competitors . Notwithstanding anything to the contrary in this Agreement, without the consent of the Board, no Shareholder shall, at any time, directly or indirectly, complete any Transfer of Shares that (a) would result in the assets of the Company constituting “Plan Assets” as such term is defined in the Department of Labor regulations promulgated under the United States Employee Retirement Income Security Act of 1974, as amended, (b) would cause the Company to be controlled by or be under common control with an “investment company” for purposes of the United States Investment Company Act of 1940, as amended, (c) would require the Shares to be registered under the Exchange Act or (d) is made to any Person who is a Competitor of the Company or any of its subsidiaries or to any Affiliate of such a Competitor (other than Transfers to the Company and its Affiliates). Notwithstanding clause (d) of this Section 4.1.4, a Transfer to a Competitor is permitted under Section 4.1.4(d) if such Transfer is made in connection with the exercise of a Tag-Along Right pursuant to Section 4.4 or in connection with the exercise of a Drag-Along Right pursuant to Section 4.5, in which event such sale may be effected only in accordance with Section 4.4 or 4.5, as applicable. Further, this Section 4.1.4 shall not prohibit any Transfer of Shares validly made pursuant to a registered public offering of Shares or pursuant to Rule 144 of the Securities Act.

          Section 4.2 Compliance with Securities Laws . Notwithstanding any other provision of this Agreement, no Shareholder shall Transfer any Shares unless the Transfer is made in accordance with the terms of this Agreement and (a) the Transfer is effected pursuant to an effective registration statement under the Securities Act and in compliance with any other applicable United States federal and state securities laws and applicable foreign securities laws or (b) the Transferor shall have furnished the Company with (i) an opinion of counsel, if reasonably requested by the Company, which opinion of counsel shall be in form and substance reasonably satisfactory to the Company, to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and under any applicable securities laws of any state of the United States and applicable foreign securities laws and that the Transfer otherwise complies with any other applicable United States federal and state securities laws and applicable foreign securities laws and (ii) such representations and covenants of the Transferor as are reasonably requested by the Company to ensure compliance with any applicable United States federal and state securities laws and applicable foreign securities laws.

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          Section 4.3 Permitted Transfers .

          4.3.1 FPC Shareholders Transfers .

          (a) Subject to Sections 4.1.3, 4.1.4 and 4.2, the FPC Shareholders may Transfer any Shares to any Affiliate of FPC (other than the Company) or any Person that is an investment fund managed or controlled by FPC or any Affiliate of FPC (each, an “ FPC Affiliate Transferee ”).

          (b) Subject to Sections 4.1.3, 4.1.4 and 4.2, as may be applicable, the FPC Shareholders and any FPC Affiliated Transferee shall be free to Transfer Shares to any Person, in whole at any time or in part from time to time; provided , however , that, if such Person is not a FPC Affiliate Transferee, the FPC Shareholders shall be required to make such Transfer pursuant to the terms of Sections 4.4, 4.5 or 5.1, as may be applicable. Notwithstanding the foregoing, any Transfer of Shares by the FPC Shareholders or any FPC Affiliated Transferee to all of its respective limited partners or other investors on a pro rata basis for consideration other than cash, shall not be subject to Section 4.4.

          4.3.2 Trust Transfers .

          (a) Subject to Sections 4.1.3, 4.1.4 and 4.2, the Trusts may Transfer any Shares to another Trust, any Affiliate of the Trusts or to the principal ( i.e. corpus) beneficiaries of any Trust (each, a “ Trust Affiliate Transferee ”).

          (b) Except as provided in this Article IV, the Trusts and any Trust Affiliate Transferee shall not Transfer any Shares to any other Person without the prior written approval of the Company, which approval may be granted or withheld by the Board in its sole and absolute discretion.

          Section 4.4 Tag-Along Rights .

          4.4.1 Sale Notice . If at any time the FPC Shareholders or any one or more FPC Affiliate Transferees (collectively, the “ FPC Seller ”) proposes to Transfer any of the Shares owned by the FPC Seller, other than (a) to any FPC Affiliate Transferee, (b) in a Transfer subject to a Drag-Along Right pursuant to Section 4.5 if the FPC Seller has executed its Drag-Along Right in full, or (c) pursuant to a Piggyback Registration, then the FPC Seller shall first give written notice (the “ Sale Notice ”) to the Company and to each Trust, stating that the FPC Seller desires to make such Transfer, referring to this Section 4.4, specifying the number of each class or series of Shares proposed to be transferred by the FPC Seller (the “ Offer Shares ”), and specifying the price, the form of consideration, name and description of the proposed purchaser (including controlling Persons) (the “ Proposed Transferee ”), the other material terms pursuant to which such Transfer is proposed to be made, and, if the form of consideration is not solely cash payable in immediately available funds, cash equivalents or marketable securities, sufficient financial information regarding the Proposed Transferee in order for the Trusts to reasonably evaluate the consideration proposed to be delivered.

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          4.4.2 Tag-Along Election . Within ten business days of the date of receipt of the Sale Notice, each Trust shall deliver to the FPC Seller and to the Company a written notice stating whether such Trust elects to sell a pro rata portion of its Shares (any Trust that chooses to exercise such right, an “ Offeree Shareholder ”) (equal to (a) the total number of Shares owned by such Trust, multiplied by (b) a fraction, (i) the numerator of which is the number of Offer Shares and (ii) the denominator of which is the total number of Shares held by the FPC Shareholders and any FPC Affiliate Transferees) to such Proposed Transferee on the same terms, purchase price and conditions as the FPC Seller (with respect to each Trust, its “ Tag-Along Shares ”). An election pursuant to the first sentence of this Section 4.4.2 shall constitute an irrevocable commitment by the Offeree Shareholder making such election to sell such Tag-Along Shares to the Proposed Transferee if the sale of Offer Shares to the Proposed Transferee occurs on the terms set forth in the Sale Notice. Such terms may include a maximum number of Shares such Proposed Transferee is willing to purchase, and, in such case, the FPC Seller and the Offeree Shareholders shall be cut back pro rata based on the number of Shares the FPC Seller and the Offeree Shareholders are seeking to sell.

          4.4.3 Rights to Transfer . (a) Third-Party Sale; Tag-Along Buyer . The FPC Seller may not consummate any Transfer that is subject to the provisions of this Section 4.4 unless the Proposed Transferee purchases, within 180 days of the date of the Sale Notice concurrently with and on substantially the same terms and conditions and at the same price as the Offer Shares, all of each Offeree Shareholder’s Tag-Along Shares with respect to such Transfer, in accordance with their elections pursuant to Section 4.4.2, and subject to the last sentence thereof (the “ Tag-Along Right ”). For purposes of the preceding sentence, the price received by the FPC Seller shall be deemed to include all compensation of any nature and type as is received by the FPC Seller and its Affiliates in respect of the Offer Shares and any non-competition covenants and similar matters, but shall not include any commercially reasonable consideration for bona fide consulting, financial, investment banking or similar services.

          (b)  Sale Agreement . Each Offeree Shareholder electing to sell Tag-Along Shares (a “ Tag-Along Seller ”) agrees to cooperate in consummating such a Transfer, including by becoming a party to the sale agreement and all other appropriate related agreements, delivering, at the consummation of such Transfer, the share certificates (if any) and other instruments of transfer for such Shares duly endorsed for transfer, free and clear of all liens and encumbrances, and voting or consenting in favor of such transaction (to the extent a vote or consent is required) and taking any other necessary or appropriate action in furtherance thereof, including the execution and delivery of any other appropriate agreements, certificates, instruments and other documents. Each Tag-Along Seller shall be severally responsible for its proportionate share of the third-party expenses of the Transfer incurred by the FPC Seller in connection with such Transfer and the monetary obligations and liabilities incurred by the FPC Seller in connection with such sale. Such monetary obligations and liabilities shall include (to the extent such obligations are incurred by the FPC Seller) obligations and liabilities for indemnification with respect to breaches of representations and warranties made in connection with such Transfer by the Company or by the FPC Seller and any Tag-Along Sellers with respect to the Company or the Company’s business, and shall also

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include amounts paid into escrow or subject to holdbacks, and amounts subject to post-closing purchase price adjustments; provided , however , that all such obligations are equally applicable on a several and not joint basis to the FPC Seller and each Tag-Along Seller based on the consideration received by the FPC Seller and such Tag-Along Seller. The foregoing notwithstanding, (i) without the written consent of a Tag-Along Seller, the amount of such obligations and liabilities for which such Tag-Along Seller shall be responsible shall not exceed the gross proceeds received by such Tag-Along Seller in such Transfer, and (ii) a Tag-Along Seller shall not be responsible for the fraud of the FPC Seller or any other Tag-Along Seller or for any indemnification obligations and liabilities for breaches of representations and warranties made by the FPC Seller or any other Tag-Along Seller with respect to such other seller’s (A) ownership of and title to Shares, (B) organization, (C) authority or (D) conflicts and consents and any other matter concerning such other seller, or for breaches of any covenants made by the FPC Seller or any other Tag-Along Seller.

          (c)  No Liability . Notwithstanding any other provision contained in this Section 4.4.3, there shall be no liability on the part of the Company or the FPC Seller in the event that any Transfer of Offer Shares pursuant to this Section 4.4.3 is not consummated for any reason whatsoever. The decision whether to effect a Transfer subject to this Section 4.4.3 shall be in the sole and absolute discretion of the FPC Seller.

          4.4.4 Intention of the Parties . The parties acknowledge that the intention of this Section 4.4 (together with Section 5.1) is to assure that the Trusts have the ability to liquidate their Shares in amounts and at times that are related to the amounts and times at which the FPC Shareholders and any FPC Affiliate Transferee achieves, directly or indirectly, liquidity with respect to any or all of their investment in the Company. The parties accordingly agree that upon any direct or indirect Transfer of equity interests of the FPC Shareholders or any FPC Affiliate Transferee (other than to an FPC Affiliate Transferee), the Trusts shall have rights in connection with such Transfer that are comparable to those rights that it would have been afforded had the FPC Shareholders or the FPC Affiliate Transferee directly Transferred a proportionate amount of its interest in the Company.

          Section 4.5 Drag-Along Right .

          4.5.1 Exercise . If at any time an FPC Seller proposes to make a Transfer, in a bona fide arm’s-length sale transaction or series of related sale transactions to a Person that is not an FPC Affiliate Transferee, of Shares representing (together with any Shares to be sold by a Drag-Along Seller under this Section 4.5) at least 50% of the outstanding Shares to a Proposed Transferee (the “ Drag-Along Sale ”), including pursuant to a share sale, merger, business combination, recapitalization, consolidation, reorganization, restructuring or similar transaction, the FPC Seller shall have the right (a “ Drag-Along Right ”), exercisable upon 15 days’ prior written notice to the Trusts, to require the Trusts to sell a number of Shares equal to (a) the total number of Shares owned by such Trust, multiplied by (b) a fraction (i) the numerator of which is the number of Shares the FPC Seller proposes to sell to the Proposed Transferee and (ii) the denominator of which is the total number of Shares held by the FPC Shareholders and any FPC Affiliate Transferees, to the Proposed Transferee on the

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same terms and conditions (including the same proportions of each class or series of Shares) and at the same price as the FPC Seller would receive in connection with such transaction. For purposes of the preceding sentence, the price received by the FPC Seller shall be deemed to include all compensation of any nature and type as is received by the FPC Seller and its Affiliates in respect of the Shares to be sold by the FPC Seller and any non-competition covenants and similar matters, but shall not include any commercially reasonable consideration for bona fide consulting, financial, investment banking or similar services.

          4.5.2 Sale Agreement . Each Trust selling Shares pursuant to a transaction contemplated by this Section 4.5 (each such Trust, a “ Drag-Along Seller ”) agrees to cooperate in consummating such a Transfer, including, without limitation, by becoming a party to the sale agreement and all other appropriate related agreements, delivering, at the consummation of such Transfer, the share certificates (if any) and other instruments of transfer for such Shares duly endorsed for transfer, free and clear of all liens and encumbrances, and voting or consenting in favor of such transaction (to the extent a vote or consent is required) and taking any other necessary or appropriate action in furtherance thereof, including the execution and delivery of any other appropriate agreements, certificates, instruments and other documents. Each Drag-Along Seller shall be severally responsible for its proportionate share of the third-party expenses of the Transfer incurred by the FPC Seller in connection with such Transfer