Exhibit 10.22

EXECUTION COPY

MANAGEMENT STOCKHOLDERS AGREEMENT

BY AND AMONG

ENCORE MEDICAL CORPORATION

AND

THE OTHER PARTIES NAMED HEREIN

Dated as of November 3, 2006

Annex I

TABLE OF CONTENTS

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MANAGEMENT STOCKHOLDERS AGREEMENT

This MANAGEMENT STOCKHOLDERS AGREEMENT (this “ Agreement ”) is dated as of November 3, 2006, by and among Encore Medical Corporation, a Delaware corporation (the “ Company ”), Blackstone Capital Partners V L.P., a Cayman Islands limited partnership (“ BCP V ”), Blackstone Family Investment Partnership V L.P., a Cayman Islands limited partnership (“ BFIP V ”), Blackstone Family Investment Partnership V-A L.P., a Cayman Islands limited partnership (“ BFIP V-A ”), Blackstone Participation Partnership V L.P., a Cayman Islands limited partnership (“ BPP V ” and, together with BCP V, BFIPV, BFIP V-A and any of Blackstone L.P. or its Affiliates that may from time to time hold Sponsor Interests (as hereinafter defined), collectively, the “ Sponsors ” and each, a “ Sponsor ”), Grand Slam Holdings, LLC, a Delaware limited liability company (“ Holdco ” and, together with any of Blackstone L.P. or its Affiliates that may from time to time directly hold shares of Common Stock, the “ Blackstone Encore Stockholders ”), and the parties identified on the signature pages hereto as Management Stockholders and the Permitted Transferees of such parties (and their respective Permitted Transferees) identified on the signature pages to the supplementary agreements or documents referred to in Sections 16 and 26 hereof (the “ Management Stockholders ” and, together with the Company, the Sponsors and Holdco, the “ Parties ”).

RECITALS:

WHEREAS, pursuant to the Company’s 2006 Stock Incentive Plan (as the same may be amended, supplemented or modified from time to time, including any successor or similar stock incentive plan, the “ Plan ”), the Company may from time to time grant Awards (as defined in the Plan) to the Management Stockholders; and

WHEREAS, the Parties wish to enter into certain agreements with respect to the holdings by the Sponsor and the Management Stockholders and their respective Permitted Transferees of Common Stock and Common Stock Equivalents each as hereinafter defined.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Parties further acknowledge and agree to the following:

1.                                        Definitions of Words and Phrases.   As used in this Agreement:

“ Affiliate ” or “ Affiliates ” means, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by, or is under common control with such first Person or any other Person that holds directly or indirectly more than a fifty percent (50%) economic interest in such first person. For the purpose of this definition, “control” will mean, as to any Person, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or membership on the board of managers or directors, by contract (including, without limitation, a limited partnership agreement or general partnership agreement) or otherwise.  Any trust or nominee directly or indirectly holding securities principally for the benefit of employees of a Party hereto or its Affiliates shall be deemed to be an Affiliate of such Party hereto.  The term “Affiliate” shall, in any event, include BCP V, BFIP V, BFIP V-A and BPP V and any other Sponsors when used with respect to Blackstone.

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

“ Appraiser ” means an independent, nationally recognized investment banking or valuation firm experienced in valuing private companies similar to the Company, selected by the

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Board of Directors and reasonably acceptable to an applicable Call Option Management Stockholder (taking into account the fees and expenses of such Appraiser).

“ BCP V ” has the meaning set forth in the Preamble.

“ BFIP V ” has the meaning set forth in the Preamble.

“ BFIP V-A ” has the meaning set forth in the Preamble.

“ Blackstone ” means the Blackstone Group L.P. or any of its Affiliates (other than the Company).

“ Blackstone Encore Stockholders ” has the meaning set forth in the Preamble.

“ Blackstone Shares ” means those 867,794 shares of Common Stock held by Holdco on the date hereof (but subject to subsequent adjustment for any stock dividend, stock split, reverse stock split or other similar event).

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

“ BPP V ” has the meaning set forth in the Preamble.

“ Business Day ” means a day other than a Saturday, Sunday, federal or New York State holiday or other day on which commercial banks in New York City are authorized or required by law to close.

“ Callable Shares ” has the meaning set forth in Section 7(a) hereof.

“ Call Event ” has the meaning set forth in Section 7(a) hereof.

“ Call Option ” has the meaning set forth in Section 7(a) hereof.

“ Call Option Management Stockholder ” has the meaning set forth in Section 7(a) hereof.

“ Call Option Notice ” has the meaning set forth in Section 7(a) hereof.

“ Call Right Sale ” means any sale of Shares by Management Stockholders to a Call Right Selling Sponsor as provided for in Section 3(b) hereof.

“ Call Right Sale Notice ” has the meaning set forth in Section 3(b) hereof.

“ Call Right Sale Notice Date ” has the meaning set forth in Section 3(b) hereof.

“ Call Right Selling Sponsor ” has the meaning set forth in Section 3(b) hereof.

“ Cause ” means, with respect to any Management Stockholder, the termination by the Company of such Management Stockholder’s employment with the Company for “cause”, as defined in the employment agreement (“ Employment Agreement ”) between the Company and such Management Stockholder, or, if there is no employment agreement, the termination by the Company of such Management Stockholder’s employment as a result of:  (i) the commission by the Management Stockholder of an act of gross negligence, willful misconduct, fraud, embezzlement, misappropriation or breach of fiduciary duty against the Company or any of its Affiliates, or the conviction of the Management Stockholder by a court of competent jurisdiction

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of, or a plea of guilty or nolo contendere to, any felony or any crime involving moral turpitude or any crime which reasonably could negatively affect the reputation of the Company, or the Management Stockholder’s ability to perform the duties required of his employment; (ii) the commission by the Management Stockholder of a material breach of any of the covenants in this Agreement, which breach has not been remedied within thirty (30) days of the delivery to the Management Stockholder by the Board of Directors of written notice of the facts constituting the breach; or (iii) the habitual and willful neglect by the Management Stockholder of his or her obligations and duties as an employee of the Company or any of its Subsidiary.

“ Change in Control ” means (i) the sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company to any Person or Group other than Blackstone or (ii) if any Person or Group, other than Blackstone, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than fifty percent (50%) of the total voting power of the voting stock of the Company or a successor to the Company, including by way of merger, consolidation or otherwise (other than an offering of stock to the general public through a registration statement filed with the Commission or pursuant to which Blackstone retains, directly or indirectly, more than fifty percent (50%) of the total voting power of the voting stock of the Company) or (iii) the approval by the stockholders of the Company of a plan of complete liquidation of the Company.

“ Commission ” means the U.S. Securities and Exchange Commission.

“ Common Stock ” means the Common Stock, par value $0.01 per share, of the Company.

“ Common Stock Equivalent ” means any stock, warrants, rights, calls, options or other securities exchangeable or exercisable for, or convertible into, Common Stock, including, but not limited to, the Rollover Options and any options or other securities issued under the Plan that are exchangeable or exercisable for, or convertible into, Common Stock.

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

“ Confidential Information ” has the meaning set forth in Section 10 hereof.

“ Determination Date ” has the meaning set forth in Section 2(c) hereof.

“ Disability ” means, with respect to any Management Stockholder, “Disability” as defined in such Management Stockholder’s Employment Agreement or, if not defined therein or if there is no such agreement, “Disability” means that such Management Stockholder shall be unable to perform his or her duties and responsibilities in connection with the conduct of the business and affairs of the Company (or its Subsidiary, if its Subsidiary employs the Management Stockholder) and such inability lasts for (i) a period of at least one hundred eighty (180) consecutive days, or (ii) periods aggregating at least two hundred forty (240) days during any twelve-month period, by reason of such Management Stockholder’s physical or mental disability, whether by reason of injury, illness or similar cause.

“ Drag-Along Notice Date ” has the meaning set forth in Section 3(a) hereof.

“ Drag-Along Sale ” means any sale of Common Stock by the Blackstone Encore Stockholders as provided for in Section 3(a) hereof.

“ Drag-Along Sale Notice ” has the meaning set forth in Section 3(a) hereof.

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“ Drag-Along Selling Blackstone Encore Stockholder ” has the meaning set forth in Section 3(a) hereof.

“ Employment Agreement ” shall have the meaning set forth in the definition of the term “Cause”.

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

“ Exercise Date ” has the meaning set forth in Section 7(a) hereof.

“ Fair Market Value ” means (i) if there is a public market for the Common Stock on such date, the average of the high and low closing bid prices of the Common Stock of the Company on such stock exchange on which the shares are principally trading on the date in question, or, if there were no sales on such date, on the closest preceding date on which there were sales of shares, or (ii) if there is no public market for the Common Stock on such date, the fair market value of the Common Stock as determined in good faith by the Board of Directors, assuming the Company is valued on a going-concern basis as though it were a publicly traded company with reasonable liquidity and without a controlling shareholder; provided , however , that if a Management Stockholder or Permitted Transferee, as applicable, disagrees with the Board of Directors’ determination of Fair Market Value, the Board of Directors shall retain an Appraiser to determine the Fair Market Value, acting reasonably and in good faith in accordance with the previous sentence, at the Company’s expense; provided , further , however , that if the Appraiser determines that Fair Market Value is less than 105% of the amount determined by the Board of Directors, then the challenging Management Stockholder or Permitted Transferee, as applicable, shall pay the fees and expenses of such Appraiser.  The determination of Fair Market Value by the Appraiser shall be binding and conclusive on the Company and such Management Stockholder or Permitted Transferee, as applicable.

“ Good Reason ” means, with respect to any Management Stockholder, “Good Reason” as defined in such Management Stockholder’s Employment Agreement or, if not defined therein or if there is no such agreement, “Good Reason” means, without a Management Stockholder’s consent, (i) a material reduction in the Management Stockholder’s compensation below the amount of compensation in effect on the date of this Agreement, or (ii) a material reduction in the Management Stockholder’s duties or authority, in each case which is not cured within thirty (30) days following the Company’s or its Subsidiary’s, as applicable, receipt of written notice from such Management Stockholder describing the event constituting Good Reason.

“ Good Termination ” means the termination of a Management Stockholder’s employment with the Company or a Subsidiary of the Company, as the case may be (i) by the Company (or Subsidiary) without Cause, (ii) by the Management Stockholder for Good Reason or (iii) due to death or Disability.

“ Group ” means any syndicate or group that would be considered a “person” for purposes of Section 13(d) of the Exchange Act.

“ Holdco ” has the meaning set forth in the Preamble.

“ Initial Public Offering ” means the closing of the first sale of common equity or equivalent securities of the Company to the public pursuant to an effective registration statement (other than a registration statement on Form S-4 or S-8 or any similar or successor form) filed under the Securities Act after the date hereof.

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“ IPO Effectiveness Date ” means the date upon which the Company closes its Initial Public Offering.

“ Lapse Date ” has the meaning set forth in Section 2(a) hereof.

“ Management Stockholder ” has the meaning set forth in the Preamble.

“ Management Stockholder’s Estate ” means, with respect to any Management Stockholder, the conservators, guardians, executors, administrators, testamentary trustees, legatees, or beneficiaries of such Management Stockholder’s estate.

“ Management Stockholder’s Family Members ” means, with respect to any Management Stockholder, the spouse (or ex-spouse) or lineal descendants (including adopted children) of such Management Stockholder.

“ Management Stockholder’s Trust ” means, with respect to any Management Stockholder, a limited partnership, limited liability company, trust or custodianship, the beneficiaries of which may include only such Management Stockholder, his or her spouse (or ex-spouse) or his or her lineal descendants (including lineal descendants that have even adopted) or, if at any time after any transfer of Shares to such Management Stockholder’s Trust there shall be no then-living spouse or lineal descendants, such beneficiaries may include the estate of a deceased beneficiary.

“ Merger ” means the transactions contemplated by the Agreement and Plan of Merger Agreement, dated as of June 30, 2006, among Holdco, Grand Slam Acquisition Corp. and the Company.

“ Outside Offer ” has the meaning set forth in Section 6(a) hereof.

“ Parties ” has the meaning set forth in the Preamble.

“ Permitted Transferee ” means, with respect to a Management Stockholder, any Management Stockholder’s Estate, Management Stockholder’s Family Members or the Management Stockholder’s Trust of such Management Stockholder or any other transferee that acquires Shares in accordance with, and as permitted by, the terms of this Agreement, and, with respect to Blackstone, any transferee that acquires shares of Common Stock or Sponsor Interests in accordance with the terms of this Agreement; provided, in any such event, that such transferee becomes a Party to, and is bound to the same extent as its transferor by the terms of, this Agreement (except as otherwise expressly provided in this Agreement).

“ Person ” means any individual, corporation, limited liability company, partnership, trust, joint stock company, business trust, unincorporated association, joint venture, governmental authority or other legal entity of any nature whatsoever.

“ Piggyback Pro-Rata Portion ” has the meaning set forth in Section 8(a) hereof.

“ Piggyback Right ” has the meaning set forth in Section 8(a) hereof.

“ Plan ” has the meaning set forth in the Recitals hereto.

“ Prospective Purchaser ” has the meaning set forth in Section 6(a) hereof.

“ Public Company Merger ” means any merger of the Company with or into any other entity, the result of which shares of Common Stock, or equity securities of the surviving

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company received by the stockholders in exchange for Common Stock pursuant to such merger, are listed on the New York Stock Exchange or the Nasdaq Global Market or other internationally recognized stock exchange or listing system.

“ Public Offering ” means a sale of shares of Common Stock to the public in a firm commitment or best efforts underwritten public offering pursuant to an effective registration statement (other than a registration statement on Form S-4, S-8 or any successor to such forms) filed under the Securities Act.

“ Put Right Allotment ” has the meaning set forth in Section 5(a) hereof.

“ Put Right Notice ” has the meaning set forth in Section 5(c) hereof.

“ Put Right Notice Date ” has the meaning set forth in Section 5(b) hereof.

“ Put Right Sale ” has the meaning set forth in Section 5(a) hereof.

“ Put Right Sale Date ” has the meaning set forth in Section 5(b) hereof.

“ Put Right Sale Notice ” has the meaning set forth in Section 5(b) hereof.

“ Put Right Selling Sponsor ” has the meaning set forth in Section 5(a) hereof.

“ Put Right Stockholder ” or “ Put Right Stockholders ” has the meaning set forth in Section 5(a) hereof.

“ Qualified Public Offering ” means (i) the Initial Public Offering or (ii) any Public Company Merger, in either case, after which at least 20% of the Company’s outstanding Common Stock, or any Affiliate’s (which Affiliate is a holding company of the Company) outstanding common stock, or equity securities of the surviving company received by the stockholders in exchange for Common Stock pursuant to such Public Company Merger, are listed on the New York Stock Exchange or the Nasdaq Global Market or other internationally recognized stock exchange or listing system.

“ Register ”, “ registered ” and “ registration ” refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities Act, and the automatic effectiveness or the declaration or ordering of effectiveness by the Commission of such registration statement or document.

“ Registrable Shares ” means the Shares, provided that such Shares shall cease to be Registrable Shares if and when (i) a registration statement with respect to the disposition of such Shares shall have become effective under the Securities Act and such Shares shall have been disposed of pursuant to such effective registration statement, (ii) such Shares shall have been sold under circumstances in which all applicable conditions of Rule 144 (or any similar provisions then in force) under the Securities Act are met, (iii) such Shares shall have been otherwise transferred, new certificates not bearing restrictive legends shall have been delivered by the Company in lieu thereof and further disposition thereof shall not require registration or qualification of them under the Securities Act or any state securities or blue sky laws, (iv) such Shares may be sold pursuant to Rule 144(k) under the Securities Act or (v) such Shares shall have ceased to be outstanding.

“ Regulation S ” has the meaning set forth in Section 9(b)(iv ) hereof.

“ Restricted Period ” has the meaning set forth in Section 9(c)(vi) hereof.

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“ Rollover Option ” means any option to purchase Common Stock held by a Management Stockholder immediately prior to the effective time of the Merger, which such option was not exercised prior to the effective time of the Merger.

“ Same Effective Price ” means the price per share of Common Stock calculated by dividing (i) the total consideration (whether in cash, debt or equity, except as such consideration may be adjusted pursuant to the terms of any agreement relating to the applicable sale) received by a Call Right Selling Sponsor or Put Right Selling Sponsor, as the case may be, for the Sponsor Interests to be transferred in connection with a Call Right Sale or a Put Right Sale, respectively, by (ii) the number of shares of Common Stock that is equal to (A) the percentage of aggregate Sponsor Interests in the applicable Blackstone Encore Stockholder represented by the Sponsor Interest in such Blackstone Encore Stockholder to be transferred in connection with such Call Right Sale or Put Right Sale, respectively, multiplied by (B) the number of shares of Common Stock held by such Blackstone Encore Stockholder immediately prior to the consummation of such Call Right Sale or Put Right Sale, as the case may be.

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

“ Selling Stockholder ” has the meaning set forth in Section 6(a) hereof.

“ Shares ” means, with respect to each Management Stockholder, any and all shares of Common Stock granted to such Management Stockholder pursuant to the Plan or issued to such Management Stockholder upon exercise of any Rollover Option or any option or other award granted pursuant to the Plan.

“ Sponsor ” has the meaning set forth in the Preamble.

“ Sponsor Call Right Sale ” means any sale of Sponsor Interests by a Sponsor as provided for in Section 3(b) hereof.

“ Sponsor Interests ” has the meaning set forth in Section 3(b) hereof.

“ Subsidiary ” means, with respect to any Person, any corporation, partnership, association or other business entity of which fifty percent (50%) or more of the total voting power of shares of capital stock or equity interests thereof entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof, is at the time owned or controlled, directly or indirectly, by any Person or one or more of the other Subsidiaries of such Person or a combination thereof.

“ Tag-Along Allotment ” has the meaning set forth in Section 4(a) hereof.

“ Tag-Along Notice ” has the meaning set forth in Section 4(c) hereof.

“ Tag-Along Notice Date ” has the meaning set forth in Section 4(b) hereof.

“ Tag-Along Sale ” has the meaning set forth in Section 4(a) hereof.

“ Tag-Along Sale Date ” has the meaning set forth in Section 4(b) hereof.

“ Tag-Along Sale Notice ” has the meaning set forth in Section 4(b) hereof.

“ Tag-Along Selling Blackstone Encore Stockholder ” has the meaning set forth in Section 4(a) hereof.

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“ Tag-Along Stockholder ” or “ Tag-Along Stockholders ” has the meaning set forth in Section 4(a) hereof.

“ Third Party ” means any Person other than the Company, the Management Stockholders and their respective Affiliates.

“ Transfer ” or “ transfer ” means a transfer, sale, assignment, pledge, incurrence or assumption of any encumbrance, hypothecation or other disposition, whether directly or indirectly, and whether pursuant to the creation of a derivative security, the grant of an option or other right, the imposition of a restriction on disposition or voting by operation of law or otherwise.  When used as a verb, “ transfer ” shall have the correlative meaning. In addition, “ transferred ” and “ transferee ” shall have the correlative meanings.

“ Transferor ” has the meaning set forth in Annex I hereof.

2.                                        Limitations on Transfer .

(a)           Until the earliest to occur of (i) the date on which a Change in Control occurs, (ii) the date that is two years and one day after the expiration of any Company or underwriter “lock-up” period applicable to a Management Stockholder following an Initial Public Offering or Public Company Merger (provided that any “lock-up” period imposed by the Company shall not exceed one hundred eighty (180) days, for purposes of calculating the time period in this paragraph (a)) or (iii) subject to the prior expiration of any such Company or underwriter “lock-up” period, the date that is seven years from the date hereof (the period ending on the earlier of (i), (ii) or (iii), the “ Lapse Date ”), except as required by law, no Management Stockholder shall transfer any Shares (other than a transfer pursuant to Section 2 through Section 7 hereof, or any transfer to the Company or a Sponsor or its Affiliates) without the prior written consent of Blackstone L.P.

(i)            After the Lapse Date, any Management Stockholder may transfer all or a portion of his or her Shares in accordance with and subject to the provisions of this Agreement (including, without limitation, Section 2(d) hereof).

(ii)           Any attempt to transfer any Shares or any rights hereunder in violation of this Section 2 shall be null and void ab initio .  The Company shall not record on its stock transfer books or otherwise any transfer of Shares in violation of the terms and conditions set forth herein.

(b)           Permitted Transfers .  Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 2(d) hereof, at any time, each Management Stockholder may transfer all or a portion of his or her Shares to any of his or her Permitted Transferees and such transfer shall not be subject to Section 6 hereof. A Permitted Transferee of Shares pursuant to this Section 2(b) may transfer its Shares pursuant to this Section 2(b) only to the transferor Management Stockholder or to a Person that is a Permitted Transferee of such transferor Management Stockholder.

(c)           Good Termination of Management Stockholders .  Notwithstanding anything to the contrary contained in this Agreement, but subject to Sections 2(d) , Section 6 and Section 7 hereof, at any time, each Management Stockholder whose employment with the Company is terminated due to a Good Termination may transfer all or a portion of his or her Shares, and such Management Stockholder’s Permitted Transferees may transfer Shares they hold that were previously transferred by such Management Stockholder, beginning on the date that is three (3) months and one day following the date of such Good Termination (the “ Determination Date ”); provided , that, after the date of such Good Termination (the “ Termination Date ”), in no event

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shall any Management Stockholder or any of his or her Permitted Transferees transfer any of his, her or its Shares prior to the Determination Date; provided , further , that in no event shall any Management Stockholder or any of his or her Permitted Transferees transfer a number of his, her or its Shares in excess of (i) with respect to the three-month period beginning on the Determination Date, 33 1/3 % of the number of Shares owned by such Management Stockholder or Permitted Transferee, as applicable, on the Determination Date, (ii) for the three months following the period described in clause (i), the sum of (x) 33 1/3 % of the number of Shares owned by such Management Stockholder or Permitted Transferee, as applicable, on the Determination Date and (y) any Shares which were eligible for sale during the period described in clause (i) above, but were not transferred and (iii) for the three months following the period described in clause (ii), the sum of (x) 33 1/3 % of the number of Shares owned by such Management Stockholder or Permitted Transferee, as applicable, on the Determination Date and (y) any Shares which were eligible for sale during the periods described in clauses (i) and (ii) above, but were not transferred.

(d)           Transfers in Compliance with Law; Substitution of Transferee .  No transfer by any Management Stockholder may be made pursuant to this Agreement unless (i) the transferee has agreed in writing to be bound by the terms and conditions of this Agreement pursuant to an instrument substantially in the form attached hereto as Annex II (other than if (x) the transfer is conducted pursuant to and in accordance with Sections 3, 4, 5, 6 or 7 hereof or (y) the transfer is conducted following the IPO Effectiveness Date pursuant to and in accordance with Rule 144 under the Securities Act), (ii) the transfer complies in all respects with the applicable provisions of this Agreement, (iii) the transfer complies in all respects with applicable federal, state and foreign securities laws, including, without limitation, the Securities Act and (iv) the transfer complies with all applicable Company policies and restrictions (including any trading “window periods” or other policies regulating insider trading).  No transfer by any Management Stockholder may be made during the term of this Agreement (except pursuant to an effective registration statement under the Securities Act) unless and until such Management Stockholder has first delivered to the Company an opinion of counsel (reasonably acceptable as to counsel and as to an opinion, in form and substance, to the Company) that neither registration nor qualification under the Securities Act and applicable state securities laws is required in connection with such transfer.

3.                                        Drag-Along Rights; Sponsor Call Right .

(a)           If at any time a Blackstone Encore Stockholder or a Sponsor receives an offer from a Third Party to purchase Blackstone Shares then owned by a Blackstone Encore Stockholder and such offer is accepted by such Blackstone Encore Stockholder (in such capacity, the “ Drag-Along Selling Blackstone Encore Stockholder ”), then each Management Stockholder hereby agrees that, upon the request of the Drag-Along Selling Blackstone Encore Stockholder pursuant to a notice (the “ Drag-Along Sale Notice ”) provided by the Drag-Along Selling Blackstone Encore Stockholder at least ten (10) Business Days prior to the proposed consummation of such sale (the “ Drag-Along Notice Date ”), it shall sell a number of Shares owned by it to such Third Party in an amount (which amount shall be determined in the sole and absolute discretion of the Drag-Along Selling Blackstone Encore Stockholder) up to the product (rounded up to the nearest whole number) of (i) the quotient determined by dividing (A) the total number of Blackstone Shares that are proposed to be sold by the Drag-Along Selling Blackstone Encore Stockholder to the Third Party purchaser in the contemplated sale by (B) the Blackstone Shares and (ii) the total number of Shares owned, or issuable upon exercise of any vested Common Stock Equivalents that are exercisable (or would become vested and exercisable as a result of the underlying transaction), by such Management Stockholder as of the close of business on the day immediately prior to the Drag-Along Notice Date, at the same price per share of Common Stock and upon substantially the same terms and conditions of the offer so accepted by the Drag-Along Selling Blackstone Encore Stockholder, including representations,

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warranties, covenants, indemnities and agreements substantially similar to those to be made by the Drag-Along Selling Blackstone Encore Stockholder (except that, in the case of representations and warranties pertaining specifically to the Drag-Along Selling Blackstone Encore Stockholder, each Management Stockholder shall make comparable representations and warranties pertaining specifically to itself); provided , that all representations, warranties and indemnities shall be made by the Drag-Along Selling Blackstone Encore Stockholder and the Management Stockholders severally and not jointly; provided , further , that the maximum liability a Management Stockholder shall have with respect to breaches of such representations and warranties shall not exceed the value (at such time) of the aggregate proceeds received by such Management Stockholder in connection with the underlying transaction; provided , further that any such liability of the Management Stockholder shall be satisfied first by the return of any cash proceeds received by the Management Stockholder (including the cash proceeds from the sale of any securities or other non-cash consideration received by the Management Stockholder) and second by the return of any non-cash consideration (including securities) received by the Management Stockholder.  Upon the Drag-Along Blackstone Encore Stockholder providing the Drag-Along Sale Notice, in the event that a Management Stockholder does not hold a sufficient number of Shares to meet its obligations under this Section 3(a) , then a sufficient number of Common Stock Equivalents (that are vested and exercisable at any time up to and including the date immediately prior to the underlying transaction or that become exercisable as a result of a Change in Control that is the subject of the Drag-Along Sale Notice) shall be exercised by such Management Stockholder to cover any such shortfall and the Shares issued upon such exercise shall be subject to the drag-along rights set forth in this Section 3(a) .  Any such Common Stock Equivalents that are required to be exercised to cover such shortfall but are not so exercised pursuant to this Section 3(a) shall automatically be cancelled without any consideration paid therefor.  In the event that the Management Stockholder does not have a sufficient number of such Common Stock Equivalents to cover such shortfall, the Management Stockholder shall exercise all such Common Stock Equivalents then held by the Management Stockholder in full satisfaction of its obligations with respect to the underlying transaction.

(b)           If at any time a Sponsor receives an offer from a Third Party to purchase units of membership interest in Holdco or units of membership interest or any similar form of direct equity interest in a Blackstone Encore Stockholder then held by a Sponsor (such units of membership interest or equity interest, “ Sponsor Interests ”) and such offer is accepted by such Sponsor (in such capacity, the “ Call Right Selling Sponsor ”), then each Management Stockholder hereby agrees that, upon the request of the Call Right Selling Sponsor (in the Call Right Selling Sponsor’s sole discretion) pursuant to a notice (the “ Call Right Sale Notice ”) provided by the Call Right Selling Sponsor at least ten (10) Business Days prior to the proposed consummation of such sale (the “ Call Right Sale Notice Date ”), each Management Stockholder shall sell a number of Shares owned by it to the Call Right Selling Sponsor (or such Third Party purchaser) in an amount (which amount shall be determined in the sole and absolute discretion of the Call Right Selling Sponsor) up to the product (rounded up to the nearest whole number) of (i) the quotient determined by dividing (A) the number of shares of Common Stock that is equal to (I) the percentage of aggregate Sponsor Interests in the applicable Blackstone Encore Stockholder represented by the Sponsor Interest in such Blackstone Encore Stockholder to be transferred in connection with the proposed Sponsor Call Right Sale multiplied by (II) the number of Blackstone Shares held by such Blackstone Encore Stockholder immediately prior to such Sponsor Call Right Sale by (B) the Blackstone Shares and (ii) the total number of Shares owned, or issuable upon exercise of any vested Common Stock Equivalents that are exercisable (or would become vested and exercisable as a result of the underlying transaction), by such Management Stockholder as of the close of business on the day immediately prior to the Call Right Sale Notice Date, at a price per share equal to the Same Effective Price per share (immediately prior to the Call Right Sale Notice Date) and upon substantially the same terms and conditions of the offer so accepted by the Call Right Selling Sponsor, including representations, warranties, covenants, indemnities and agreements substantially similar to those to be made by

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the Call Right Selling Sponsor (except that, in the case of representations and warranties pertaining specifically to the Call Right Selling Sponsor, each Management Stockholder shall make comparable representations and warranties pertaining specifically to itself); provided , that all representations, warranties and indemnities shall be made by the Call Right Selling Sponsor and the Management Stockholders transferring Shares pursuant to this Section 3(b) severally and not jointly; provided , further , that the maximum liability a Management Stockholder shall have with respect to breaches of such representations and warranties shall not exceed the value (at such time) of the aggregate proceeds received by such Management Stockholder in connection with the underlying transaction; provided , further that any such liability of the Management Stockholder shall be satisfied first by the return of any cash proceeds received by the Management Stockholder (including the cash proceeds from the sale of any securities or other non-cash consideration received by the Management Stockholder) and second by the return of any non-cash consideration (including securities) received by the Management Stockholder.  Upon the Call Right Selling Sponsor providing the Call Right Sale Notice, in the event that a Management Stockholder does not hold a sufficient number of Shares to meet its obligations under this Section 3(b) , then a sufficient number of Common Stock Equivalents (that are vested and exercisable at any time up to and including the date immediately prior to the underlying transaction or that become exercisable as a result of a Change in Control that is the subject of the Call Right Sale Notice) shall be exercised by such Management Stockholder to cover any such shortfall and the Shares issued upon such exercise shall be subject to the call rights set forth in this Section 3(b) .  Any such Common Stock Equivalents that are required to be exercised to cover such shortfall pursuant to this Section 3(b) shall automatically be cancelled without any consideration paid therefor.  In the event that the Management Stockholder does not have a sufficient number of such Common Stock Equivalents to cover such shortfall, the Management Stockholder shall exercise all such Common Stock Equivalents then held by the Management Stockholder in full satisfaction of its obligations with respect to the underlying transaction.

(c)           The provisions of this Section 3 shall apply regardless of the form of consideration received in the Drag-Along Sale or the Sponsor Call Right Sale, as the case may be, provided for in Section 3(a) or (b) hereof, respectively; provided , that, in the event the consideration to be paid in exchange for shares of Common Stock in a proposed Drag-Along Sale or Sponsor Call Right Sale, as the case may be, includes any securities, and the receipt thereof by a Management Stockholder required to sell Shares pursuant to Section 3(a) or (b ) hereof, respectively, would require (as determined by the Drag-Along Selling Blackstone Encore Stockholder or Call Right Selling Sponsor, respectively, upon the advice of its counsel) under applicable law (x) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required by the receipt of such securities by the Drag-Along Selling Blackstone Encore Stockholder or Call Right Selling Sponsor, respectively, or (y) the provision to any such Management Stockholder of any specified information regarding such securities or the issuer thereof that is not otherwise required to be provided for in connection with the Drag-Along Sale or Sponsor Call Right Sale, respectively, then, in either case of (x) or (y), in lieu of receiving such securities (as may be required by the Drag-Along Selling Blackstone Encore Stockholder or Call Right Selling Sponsor, respectively, in its sole discretion), such Management Stockholder shall receive cash consideration equal to the fair market value of such securities.

(d)           The required Management Stockholders shall cooperate in good faith with the Drag-Along Selling Blackstone Encore Stockholder or the Call Right Selling Sponsor, as the case may be, in connection with the consummation of the transactions contemplated by Section 3(a) hereof and Section 3(b) hereof, respectively, and, in the event that a Blackstone Encore Stockholder or a Sponsor receives a bona fide offer from a Third Party to (i) effect a business combination of the Company with such Third Party (or an Affiliate thereof) or (ii) purchase all or substantially all of the assets of the Company (and/or its Subsidiaries), then, upon the demand of the Blackstone Encore Stockholders holding a majority in interest of all shares of Common Stock

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then outstanding, the Management Stockholders shall be required to vote all Shares they hold in favor of (and not otherwise dissent to or oppose) the business combination or sale of all or substantially all of the assets of the Company (and/or its Subsidiaries) as described in such offer, and otherwise to take all actions reasonably necessary or appropriate to facilitate the consummation of the proposed transaction.

(e)           Any Permitted Transferee of a Management Stockholder holding Shares shall be obligated under this Section 3 to the same extent as such Management Stockholder.

(f)            The rights set forth in this Section 3 shall terminate immediately prior to the closing of a Qualified Public Offering.

(g)           Notwithstanding anything to the contrary herein, the rights provided for in this Section 3 shall apply, if at all, only in the case of transfers of Common Stock or Sponsor Interests pursuant to a transaction contemplated by Section 3(a) hereof and Section 3(b) hereof, respectively, that are beneficially owned by Blackstone immediately prior to such transfer.

4.                                        Tag-Along Rights .

(a)           If at any time a Blackstone Encore Stockholder (a “ Tag-Along Selling Blackstone Encore Stockholder ”) proposes to enter into an agreement to sell or otherwise dispose of for value any Blackstone Shares, other than (i) a sale or disposition that would trigger piggy-back registration rights under Section 8 hereof, (ii) any transfer of Common Stock to the Company, Blackstone or an Affiliate of the Tag-Along Selling Blackstone Encore Stockholder or (iii) any transfer of Common Stock to one or more private equity funds to permit syndication, provided that Blackstone collectively remains the largest beneficial holder of Common Stock (such sale or other disposition for value being referred to as “ Tag-Along Sale ”), then the Tag-Along Selling Blackstone Encore Stockholder shall afford each of the Management Stockholders who holds Shares or vested Common Stock Equivalents (each, individually, a “ Tag-Along Stockholder ” and, collectively, the “ Tag-Along Stockholders ”) the opportunity to participate proportionately on substantially the same terms as the Tag-Along Selling Blackstone Encore Stockholder as set forth in the Tag-Along Notice (as defined in Section 4(c) hereof) in such Tag-Along Sale in accordance with this Section 4 .  The maximum number of Shares that each Tag-Along Stockholder will be entitled to include in such Tag-Along Sale (such Tag-Along Stockholder’s “ Tag-Along Allotment ”) shall be equal to the product (rounded up to the nearest whole number) of (x) the number of Shares owned, or issuable upon exercise of any vested Common Stock Equivalents that are exercisable (or would become vested and exercisable as a result of the Tag-Along Sale), by such Tag-Along Stockholder as of the close of business on the day immediately prior to the Tag-Along Notice Date (as defined in Section 4(b) hereof) and (y) a fraction, the numerator of which is the number of Blackstone Shares proposed by the Tag-Along Selling Blackstone Encore Stockholder to be transferred pursuant to the Tag-Along Sale and the denominator of which is the Blackstone Shares.

(b)           The Tag-Along Selling Blackstone Encore Stockholder shall provide each Tag-Along Stockholder with written notice (the “ Tag-Along Sale Notice ”) not more than sixty (60) days nor less than thirty (30) days prior to the proposed date of the Tag-Along Sale (the “ Tag-Along Sale Date ”).  Each Tag-Along Sale Notice shall be accompanied by a copy of any written agreement relating to the Tag-Along Sale and shall set forth: (i) the name and address of each proposed transferee in the Tag-Along Sale; (ii) the number of Blackstone Shares that are proposed to be transferred by the Tag-Along Selling Blackstone Encore Stockholder pursuant to the Tag-Along Sale; (iii) the proposed amount and form of consideration to be paid for such shares and the terms and conditions of payment offered by each proposed transferee; (iv) the aggregate number of Blackstone Shares held of record by the Tag-Along Selling Blackstone Encore Stockholder as of the close of business on the day immediately prior to the date of the

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Tag-Along Sale Notice (the “ Tag-Along Notice Date ”); (v) the Tag-Along Stockholder’s Tag-Along Allotment, assuming the Tag-Along Stockholder elected to sell the maximum number of Shares permissible; (vi) confirmation that the proposed transferee has been informed of the “Tag-Along Rights” provided for herein and has agreed to purchase Shares from any Tag-Along Stockholder in accordance with the terms hereof; and (vii) the proposed Tag-Along Sale Date. For the avoidance of doubt, a Tag-Along Stockholder shall participate in the Tag-Along Sale at the same price per share of Common Stock and upon the same terms and conditions of the offer so accepted by the Tag-Along Selling Blackstone Encore Stockholder, including representations, warranties, covenants, indemnities and agreements substantially similar to those to be made by the Tag-Along Selling Blackstone Encore Stockholder (except that, in the case of representations and warranties pertaining specifically to the Tag-Along Selling Blackstone Encore Stockholder, each Management Stockholder shall make comparable representations and warranties pertaining specifically to itself); provided , that all representations, warranties and indemnities shall be made by the Tag-Along Selling Blackstone Encore