STOCKHOLDERS AGREEMENT

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EXHIBIT 99.2

STOCKHOLDERS AGREEMENT

DATED MARCH 9, 2005

AMONG

FIDELITY NATIONAL INFORMATION SERVICES, INC.

AND

THE OTHER PARTIES HERETO

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TABLE OF CONTENTS

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ARTICLE I REPRESENTATIONS AND WARRANTIES OF THE PARTIES ........... 1

1.1 Representations and Warranties of the Company and Parent ... 1

1.2 Representations and Warranties of the Stockholders ......... 2

ARTICLE II VOTING AGREEMENTS AND COVENANTS ......................... 2

2.1 Election of Directors; Committees .......................... 2

2.2 Voting Required for Action ................................. 5

2.3 Selection Criteria ......................................... 7

2.4 Sponsor Veto ............................................... 7

2.5 Independent Company Management Terms ....................... 8

2.6 Parent Board Representation ................................ 8

ARTICLE III TRANSFERS OF SHARES ..................................... 8

3.1 Restrictions on Transfer of Shares ......................... 8

3.2 Tag-Along Rights ........................................... 9

3.3 Transfers in Violation of Agreement ........................ 10

ARTICLE IV LIQUIDITY RIGHTS ........................................ 10

4.1 Duty to Negotiate; Appraisal ............................... 10

4.2 Exchange Rights ............................................ 13

ARTICLE V TAKE-ALONG RIGHT ........................................ 14

5.1 Take-Along Right ........................................... 14

ARTICLE VI REDEMPTION RIGHTS ....................................... 15

6.1 Redemption of Sponsor Shares ............................... 15

6.2 Redemption Closing ......................................... 16

6.3 Failure to Redeem .......................................... 16

ARTICLE VII PRE-EMPTIVE RIGHTS ...................................... 17

7.1 Issuance of New Shares ..................................... 17

ARTICLE VIII BOARD OBSERVERS AND ACCESS .............................. 18

8.1 Board Representation and Access ............................ 18

8.2 Information Rights ......................................... 20

ARTICLE IX AMENDMENT AND TERMINATION ............................... 21

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9.1 Amendment and Waiver ....................................... 21

9.2 Termination of Agreement ................................... 21

9.3 Termination as to a Party .................................. 21

ARTICLE X MISCELLANEOUS ........................................... 21

10.1 Certain Defined Terms ...................................... 21

10.2 Legends .................................................... 26

10.3 Severability ............................................... 27

10.4 Entire Agreement ........................................... 27

10.5 Successors and Assigns ..................................... 27

10.6 Counterparts ............................................... 27

10.7 Remedies ................................................... 28

10.8 Notices .................................................... 28

10.9 Governing Law .............................................. 29

10.10 Descriptive Headings ....................................... 30

10.11 Tax-Free Reorganization .................................... 30

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STOCKHOLDERS AGREEMENT

THIS STOCKHOLDERS' AGREEMENT (this "Agreement") is entered into as of

March 9, 2005 by and among (i) Fidelity National Information Services, Inc., a

Delaware corporation (the "Company"), (ii) Thomas H. Lee Equity Fund V, L.P.,

Thomas H. Lee Parallel Fund V, L.P., Thomas H. Lee Cayman Fund V, L.P., Thomas

H. Lee Investors Limited Partnership, Putnam Investment Holdings, LLC, Putnam

Investments Employees' Securities Company I, LLC, and Putnam Investments

Employees' Securities Company II, LLC (each a "THL Holder," collectively,

"THL"), (iii) 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 TPG Partners IV, L.P. (each a "TPG Holder," collectively "TPG"), (iv)

Evercore METC Capital Partners II L.P. ("Evercore Holder," or "Evercore"), (v)

Banc of America Capital Investors, L.P. ("BACI Holder", or "BACI"), and (vi)

Fidelity National Financial, Inc. (the "Parent"). Each THL Holder, TPG Holder,

the Evercore Holder and the BACI Holder is referred to herein as a "Sponsor,"

and collectively, the "Sponsors." The Sponsors, the Parent, each member of

management who hereafter (i) exercises options to purchase Common Stock, or (ii)

purchases restricted Common Stock, pursuant to the Company's 2005 Stock

Incentive Plan (the "SIP") and becomes a party hereto (each, a "Management

Holder"), and each other Person that is or may become a party to this Agreement

as contemplated hereby are sometimes referred to herein collectively as the

"Stockholders" and individually as a "Stockholder." Certain capitalized terms

used herein are defined in Section 10.1.

The parties hereto agree as follows:

ARTICLE I

REPRESENTATIONS AND WARRANTIES OF THE PARTIES

1.1 Representations and Warranties of the Company and Parent.Each of

the Company and Parent hereby represent and warrant to each Stockholder (other

than Parent) that as of the date of this Agreement:

(a) it is a corporation duly organized, validly existing and in good

standing under the laws of the State of Delaware, it has full power and

authority to execute, deliver and perform this Agreement and to consummate the

transactions contemplated hereby, and the execution, delivery and performance by

it of this Agreement and the consummation of the transactions contemplated

hereby have been duly authorized by all necessary corporate action;

(b) this Agreement has been duly and validly executed and delivered

by it and constitutes a legal and binding obligation of the Company or Parent,

as the case may be, enforceable against it in accordance with its terms; and

(c) the execution, delivery and performance by the Company and

Parent of this Agreement and the consummation by the Company and Parent of the

transactions contemplated hereby will not, with or without the giving of notice

or lapse of time, or both, (i) violate any provision of law, statute, rule or

regulation to which the Company or Parent is subject, (ii) violate any order,

judgment or decree applicable to the Company or Parent or (iii)

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conflict with, or result in a breach or default under, any term or condition of

the Company's or Parent's organizational documents or any agreement or

instrument to which the Company or Parent is a party or by which it is bound.

1.2 Representations and Warranties of the Stockholders. Each

Stockholder other than Parent (as to himself or itself only) represents and

warrants to the Company and Parent that, as of the time such Stockholder becomes

a party to this Agreement:

(a) it is a corporation duly organized, validly existing and in good

standing under the laws of the State of its state of incorporation, or it is a

limited partnership or a limited liability company duly formed, validly

existing, and in good standing under the Laws of the State of its state of

formation, as the case may be, it has full power and authority to execute,

deliver and perform this Agreement and to consummate the transactions

contemplated hereby, and the execution, delivery and performance by it of this

Agreement and the consummation of the transactions contemplated hereby have been

duly authorized by all necessary corporate, partnership or limited liability

company action.

(b) this Agreement (or the separate joinder agreement executed by

such Stockholder) has been duly and validly executed and delivered by such

Stockholder, and this Agreement constitutes a legal and binding obligation of

such Stockholder, enforceable against such Stockholder in accordance with its

terms; and

(c) the execution, delivery and performance by such Stockholder of

this Agreement (or any joinder to this Agreement, if applicable) and the

consummation by such Stockholder of the transactions contemplated hereby (and

thereby, if applicable) will not, with or without the giving of notice or lapse

of time, or both, (i) violate any provision of law, statute, rule or regulation

to which such Stockholder is subject, (ii) violate any order, judgment or decree

applicable to such Stockholder or (iii) conflict with, or result in a breach or

default under, any term or condition of any agreement or other instrument to

which such Stockholder is a party or by which such Stockholder is bound.

ARTICLE II

VOTING AGREEMENTS AND COVENANTS

2.1 Election of Directors; Committees.

(a) Each Person, other than the Company, that is a party to this

Agreement hereby agrees that such Person will vote, or cause to be voted, all

voting Shares of the Company over which such Person has the power to vote or

direct the voting, and will take all other necessary or desirable actions within

such Person's control, and the Company will take all necessary or desirable

actions within its control, to cause the authorized number of directors to be

established at up to sixteen (16) directors, and to elect or appoint or cause to

be elected or appointed to the board of directors of the Company (the "Board")

and cause to be continued in office, the following individuals, in each case

subject to the provisions of subparagraph (b) below:

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(i) one (1) director designated by Thomas H. Lee Equity Fund V,

L.P. and one (1) director designated by Thomas H. Lee Parallel

Fund V, L.P. (collectively, the "THL Directors"), who shall

initially be Thomas M. Hagerty and Seth Lawry and who shall be

such directors so long as they are principals of THL (or

equivalent or higher ranking employees of THL), provided that

any directors replacing the initial THL Directors shall always

be individuals who are principals of THL (or equivalent or

higher ranking employees of THL);

(ii) two (2) directors designated by TPG Partners IV, L.P. (the

"TPG Directors"), who shall initially be Jonathan Coslet and

Marshall Haines and who shall be such directors so long as

they are principals of TPG (or equivalent or higher ranking

employees of TPG), provided that any directors replacing the

initial TPG Directors shall always be individuals who are

principals of TPG (or equivalent or higher ranking employees

of TPG); and

(iii) up to twelve (12) directors designated by Parent representing

the proportional amount of Shares held by Parent at the

relevant time (the "Parent Directors"), one of whom shall be

William P. Foley, II, subject to the terms of paragraph (c)

below; provided that, it is acknowledged that any number of

the director seats to be filled by the Parent at any time may

remain vacant until such time as the Parent elects to fill

such seats.

(b) If at any time THL or TPG ceases to own at least 50% of the

Shares held by it as of the date hereof (subject to adjustment for stock splits,

combinations and similar events), the number of directors THL or TPG, as the

case may be, is entitled to designate shall be decreased by one. In the event

such decrease results in an undesignated Board seat, the remaining Board members

may designate, by majority vote, a successor director to fill the vacancy

created thereby or decrease the size of the Board by such seats.

(c) The chairman of the Board (the "Chairman") shall be elected by a

majority vote of the Board; provided, however, that William P. Foley, II shall

serve as the Chairman for an initial period of three (3) years provided he

continues to be employed by the Company as Chief Executive Officer.

(d) The Board shall hold no less than one (1) meeting per fiscal

quarter. At each meeting of the Board (or committee thereof) at which a quorum

is present, each director shall be entitled to one vote on each matter to be

voted on at such meeting. A majority of the Board shall constitute a quorum.

(e) If at any time any director ceases to serve on the Board

(whether due to resignation, removal or otherwise), the Stockholders shall elect

a successor to fill the vacancy created thereby on the terms and subject to the

conditions of paragraphs (a) and (b) above. Each Person that is a party hereto

agrees to vote, or cause to be voted, all voting Shares of the Company over

which such Person has the power to vote or direct the voting, and shall take all

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such other actions as shall be necessary or desirable to cause the designated

successor to be elected to fill such vacancy.

(f) Nothing in this Agreement shall be construed to impair any

rights that the stockholders of the Company may have to remove any director for

cause under applicable law, the certificate of incorporation of the Company, or

the by-laws of the Company, as the case may be. No such removal of an individual

designated pursuant to this Section 2.1 for cause shall affect any of the

Stockholders' rights to designate a different individual pursuant to this

Section 2.1 to fill the position from which such individual was removed.

(g) Each member of the Board shall be entitled to reimbursement from

the Company for his or her reasonable out-of-pocket expenses (including travel)

incurred in attending any Board meeting.

(h) For so long as a Sponsor has any designees on the Board, Parent

shall maintain a directors' and officers' liability insurance policy for

directors and officers of Parent and its Subsidiaries (including the Company),

with coverage of at least $125.0 million of "Side A", "Side B" and "Side C"

coverage (the "Policy"), plus an additional $20.0 million of "Side A" coverage

with terms substantially the same as the terms in effect under the Parent's

policy in effect on the date hereof. In the event that any claims are made under

the Policy such that less than $50 million of coverage remains under the Policy

in any calendar year, Parent agrees to purchase additional "Side A", "Side B"

and "Side C" directors' and officers' liability insurance such that there shall

always be a minimum of $50 million of coverage available to directors and

officers of the Parent and its Subsidiaries. The Company shall indemnify the

directors designated by the Sponsors in accordance with the Company's

certificate of incorporation and each indemnification agreement entered into by

the Company and such director.

(i) There shall be established at all times during the term of this

Agreement a Compensation Committee of the Board (the "Compensation Committee")

which shall be comprised of up to five (5) directors as follows: one (1) of whom

shall be one of the THL Directors, one (1) of whom shall be one of the TPG

Directors and three (3) of whom shall be Parent Directors, provided that, one

(1) of the Parent Directors shall be an independent director selected by Parent

who shall not be an employee of Parent. The Compensation Committee will (i)

determine the compensation of all senior employees and consultants of the

Company (including salary, bonus, equity participation and benefits) consistent

with compensation of companies similar to the Company and (ii) subject to

Section 2.2(a)(vii) hereof, approve the grants of any options or awards under,

or amendments to or replacement of, the SIP and the repurchases of any stock

under the terms of the SIP; provided that no member of the Compensation

Committee may vote on his own compensation or option or award grant. The initial

members of the Compensation Committee shall be William P. Foley, II, Thomas M.

Hagerty and Jonathan Coslet and two other individuals designated by Parent in

accordance with the provisions in this clause (i).

(j) There shall be established at all times during the term of this

Agreement an Audit Committee of the Board (the "Audit Committee") which shall be

comprised of THL Directors, TPG Directors and Parent Directors representing the

proportional amount of Shares

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held by the Sponsors and Parent, respectively. The Audit Committee shall

determine the Company's audit policies, review audit reports and recommendations

made by the Company's internal audit staff and its independent auditors, meet

with the Company's independent auditors, oversee the independent auditors, and

recommend the Company's engagement of independent auditors.

(k) All other committees that may be established by the Board from

time to time shall be comprised of up to five (5) directors as follows: one (1)

of whom shall be one of the THL Directors, one (1) of whom shall be one of the

TPG Directors and three (3) of whom shall be Parent Directors, provided that,

one (1) of the Parent Directors shall be an independent director selected by

Parent who shall not be an employee of Parent.

2.2 Voting Required for Action.

(a) At any time prior to a Public Offering, the following actions by

the Company or any of its Subsidiaries shall require the approval of (X) the

holders of at least a majority of the Shares then held by THL and its

Transferees, and (Y) the holders of at least a majority of the Shares then held

by TPG and its Transferees (together, the "Major Sponsors"):

(i) the approval of any modification or deviation in excess of (A)

20% with respect to the capital expenditure line item of the

annual operating budget and capital expenditure budget of the

Company and its Subsidiaries from the amounts included in the

three (3) year projections attached hereto as Schedule 1

(unless such increase relates to an acquisition permitted or

approved under Section 2.2(a)(ii)), and (B) 20% of the

aggregate amounts set forth in the annual operating budget and

capital expenditure budget approved by the Board on an annual

basis,

(ii) acquisition, by merger or consolidation, or by purchase of, or

investments in, all or substantially all of the assets or

stock of, any business or any corporation, partnership, joint

venture, limited liability company, association or other

business organization or division thereof, in excess of

$50,000,000 per transaction or series of related transactions,

or in excess of $100,000,000 in the aggregate in any fiscal

year,

(iii) amendments to the certificate of incorporation or bylaws of

the Company or any of its Subsidiaries in a manner which

disproportionately and adversely affects the rights of the

Sponsors or which adversely affect the indemnification or

exculpation of any director of the Company,

(iv) subject to the rights of the Sponsors in Sections 4.1 and 5.1,

any (A) sale of all or substantially all of the assets of, or

liquidation, dissolution or recapitalization of, the Company

or any of its Material Subsidiaries, or (B) change of control

of the Company or a Material Subsidiary, whether through

merger or sale of stock or otherwise, the result of which is

Persons owning voting stock of the Company or such Material

Subsidiary, as the

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case may be, prior to such transaction do not hold more than

50% of the voting stock of the Company or such Material

Subsidiary after giving effect to such transaction,

(v) the incurrence of any indebtedness for borrowed money by the

Company or any of its Subsidiaries in excess of $100,000,000

in the aggregate or the granting of any lien or encumbrance on

the assets or pledge of the capital stock of the Company or

its Subsidiaries (other than indebtedness incurred under, and

liens imposed in connection with the Financing),

(vi) the authorization or issuance, or committing to authorize or

issue, any equity securities of the Company or its

Subsidiaries senior to the Shares (or any replacement

securities) held by the Sponsors as to liquidation preference,

redemption rights or dividend rights,

(vii) any increase in the authorized number of shares of Common

Stock or Common Stock Equivalents issued or to be issued to

employees, officers or directors of, or consultants or

advisors to the Company, pursuant to the SIP or adoption of

any similar incentive or option plan, or any option grant

under the SIP in excess of 16,378,379 shares or the making of

any restricted stock awards under the SIP in excess of the

initial 2,500,000 aggregate share award contemplated by

Section 2.7 hereof,

(viii)entering into any contract or transaction (other than an

Exempted Arrangement) which involves payments by any party of

more than $500,000 annually in the aggregate, between the

Company and any of its Subsidiaries on the one hand and any

Stockholder or its Affiliates or any Related Parties on the

other,

(ix) in the event an employee of the Company is terminated without

Cause (as defined in the SIP), exercising any call right under

the SIP to repurchase Common Stock or Common Stock Equivalents

from such employee if the aggregate purchase price paid to

employees for the repurchase of shares pursuant to the SIP

within the prior 12 months (including the current repurchase )

exceeds $15,000,000,

(x) any Public Offering that is not a Qualified Public Offering,

or

(xi) any (A) commencement of a case, proceeding or other action (1)

under any existing or future law of any jurisdiction, domestic

or foreign, relating to bankruptcy, insolvency, reorganization

or relief of debtors, seeking to have an order for relief

entered with respect to it, or seeking to adjudicate it a

bankrupt or insolvent, or seeking reorganization, arrangement,

adjustment, winding-up, liquidation, dissolution, composition

or other relief with respect to it or its debts, or (2)

seeking appointment of a receiver, trustee, custodian or other

similar official for it or for all or any

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substantial part of its assets, or (B) making of a general

assignment for the benefit of its creditors.

(xii) the amendment or modification, in a manner adverse to the

Sponsors, of the commission percentage payable to any of the

Company's Subsidiaries pursuant to the Issuing Agency

Agreements by and among the Company's Subsidiaries and each of

Chicago Title Insurance Company and LSI Title Agency, Inc.

(b) The Company agrees to provide each of the Sponsors written

notice of any proposed action that is approved or denied by the Major Sponsors

pursuant to Section 2.2(a) within 10 business days following such approval or

denial, as the case may be, which notice shall include a brief summary of the

action taken by the Major Sponsors.

2.3 Selection Criteria. In the event that the Board determines to

appoint a new Chief Executive Officer, Chief Financial Officer or Chief

Operating Officer (or equivalent position) at any time or times, the Company

shall select persons for such positions who meet criteria agreed to in advance

by the Board in consultation with the Major Sponsors.

2.4 Sponsor Veto.

(a) Each time the Board proposes to replace the Chief Executive

Officer, Chief Financial Officer or Chief Operating Officer, the Major Sponsors,

for bona fide, good faith reasons, communicated in writing in reasonable detail

by the Major Sponsors within a reasonable time after the Company notifies the

Major Sponsors of the identity of a proposed replacement candidate, shall have

the right to veto the selection of two such proposed candidates for Chief

Executive Officer, two such proposed candidates for Chief Financial Officer and

two such proposed candidates for Chief Operating Officer of the Company (each

such candidate, a "Candidate").

(b) In the event the Major Sponsors have already vetoed two

Candidates for any of such positions, the Major Sponsors will have the right to

veto a third Candidate for such position so long as the Major Sponsors withdraw

their veto and waives their veto rights with respect to one of the previously

vetoed Candidates, and the Company will have the right to appoint to such

position the Candidate for whom the veto was withdrawn.

(c) Notwithstanding anything in this Section 2.4 to the contrary:

(i) a simple majority of the Board may appoint an interim Chief

Executive Officer, Chief Financial Officer or Chief Operating

Officer to serve for a term not to exceed (unless otherwise

agreed in writing by the Sponsor Group) 120 calendar days (the

"Interim Term"); and

(ii) a simple majority of the Board may extend the Interim Term by

successive increments of 60 calendar days until a Chief

Executive Officer, Chief Financial Officer or Chief Operating

Officer is appointed, so long as the

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Company is proceeding in good faith with the process set forth

in this Section 2.4.

2.5 Independent Company Management Terms. The Company will use

reasonable best efforts to put in place within a reasonable time after the date

hereof a senior management team at the Company (including a chief legal officer

and chief operating officer) composed of managers who are not employed by, or

serve as directors of, Parent (other than William P. Foley, II and Brent Bickett

who will be employed by both Parent and the Company).

2.6 Parent Board Representation. Parent will use reasonable best

efforts to have Thomas M. Hagerty nominated and elected to Parent's Board of

Directors.

2.7 2005 Stock Incentive Plan. Promptly following the Closing Date,

the Company intends to offer to certain key employees set forth on a schedule

previously delivered to the Sponsors stock awards under the SIP covering an

aggregate of 2,500,000 shares of Common Stock, at a purchase price per share of

$10 each. Each person offered such an award will have until the date (the

"Cut-Off Date") that is 60 days after the Closing Date to accept the award by

returning a signed copy of the award agreement, payment for the shares and a

counterpart signature page to this Agreement. The making of any (i) restricted

stock award under the SIP in excess of the initial 2,500,000 shares referred to

above shall, and (ii) stock option award under the SIP in excess of the initial

16,378,379 shares reserved in the SIP, shall require consent in accordance with

Section 2.2(a).

ARTICLE III

TRANSFERS OF SHARES

3.1 Restrictions on Transfer of Shares.

(a) Prior to the completion of the Company's first Public Offering,

no Stockholder may Transfer any Shares, except in an Exempt Transfer or

otherwise in accordance with the applicable terms of this Agreement.

(b) No Transfer of any Shares by any Stockholder shall become

effective unless and until the Transferee (unless such Transferee already is

party to this Agreement) executes and delivers to the Company a counterpart to

this Agreement, agreeing to be treated in the same manner as the transferring

Stockholder. Upon such Transfer and such execution and delivery, the Transferee

acquiring Transferred Shares shall be bound by, and entitled to the benefits of,

this Agreement in the same manner as the transferring Stockholder; provided that

no Transferee of a Sponsor (other than pursuant to the second sentence of the

definition of an Exempt Transfer) shall be entitled to any of the rights of the

Sponsor set forth in this Agreement (or the benefits hereunder) other than

Section 3.2, Article VII, Article VI, Section 8.2, Article IX and Article X

hereof. Any attempted Transfer of Shares by any Stockholder not in accordance

with this Section 3.1 shall not be effective and shall be void.

(c) No Shares may be transferred by a Stockholder (other than

pursuant to an effective registration statement under the Securities Act)

unless, if requested by the Company, such Stockholder first delivers to the

Company an opinion of counsel, which opinion and counsel

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shall be reasonably satisfactory to the Company, to the effect that such

Transfer is not required to be registered under the Securities Act.

3.2 Tag-Along Rights.

(a) At any time after the date of this Agreement, if any Sponsor or

Parent (the "Selling Holder") proposes to Transfer any Shares, the Selling

Holder shall, before such Transfer:

(i) Deliver to the Company and to the other Stockholders (the

"Other Holders") at least thirty (30) days prior written

notice of such proposed Transfer (the "Sale Notice") and the

terms of such Transfer, including (A) the number of Shares to

which the Transfer relates (the "Offered Shares"), (B) the

name and address of the proposed Transferee, (C) the proposed

amount and type of consideration (including, if the

consideration consists in whole or in part of non-cash

consideration, such information available to the Selling

Holder as may be reasonably necessary for the other

Stockholders to properly analyze the economic value and

investment risk of such non-cash consideration) and the terms

and conditions of payment proposed by the Selling Holder.

(ii) Any of the Other Holders may, within twenty-five (25) days of

the receipt of the Sale Notice, give written notice (each, a

"Tag-Along Notice") to the Selling Holder that such Other

Holder wishes to participate in such proposed Transfer upon

the terms and conditions set forth in the Sale Notice, which

Tag-Along Notice shall specify the Shares such Other Holder

desires to include in such proposed Transfer; provided,

however, that (1) each Other Holder shall be required, as a

condition to being permitted to sell Shares pursuant to this

Section 3.2(a) in connection with a Transfer of Offered

Shares, to sell a number of shares equal to the product of its

Pro Rata Amount and the number of Offered Shares, (2) to

exercise its tag-along rights hereunder, each Other Holder

must agree to make to the Transferee on behalf of itself the

same representations, warranties, covenants, indemnities and

agreements as the Selling Holder agrees to make in connection

with the Transfer of the Offered Shares (except that in the

case of representations and warranties pertaining specifically

to, or covenants made specifically by, the Selling Holder, the

Other Holders shall make comparable representations and

warranties pertaining specifically to (and, as applicable,

covenants by) themselves), and must agree to bear its ratable

share (which shall be proportionate based on the value of

Shares that are Transferred) of all liabilities to the

Transferees arising out of representations, warranties (other

than those representations, warranties and covenants that

pertain specifically to a given Stockholder), covenants,

indemnities or other agreements made in connection with the

Transfer. Each Stockholder will bear (x) its own costs of any

sale of Shares pursuant to this Section 3.2(a) and (y) its

pro-rata

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share (based upon the relative amount of Shares sold) of any

of the other costs of any reasonable and customary sale of

Shares pursuant to this Section 3.2(a) to the extent such

costs are incurred for the benefit of all Stockholders and are

not otherwise paid by the Transferee.

(b) If none of the Other Holders gives the Selling Holder a

Tag-Along Notice prior to the expiration of the 25-day period for giving

Tag-Along Notices with respect to the Transfer proposed in the Sale Notice, then

(notwithstanding this Section 3.2(a)) the Selling Holder may Transfer such

Offered Shares on the terms and conditions set forth, and to or among any of the

Transferees identified (or Affiliates of Transferees identified), in the Sale

Notice at any time within ninety (90) days after expiration of the 25-day period

for giving Tag-Along Notices with respect to such Transfer. Any such Offered

Shares not Transferred by the Selling Holder during such 90-day period will

again be subject to the provisions of this Section 3.2 upon subsequent Transfer.

If one or more Other Holders give the Selling Holder a timely Tag-Along Notice,

then the Selling Holder shall use all reasonable efforts to obtain the agreement

of the prospective Transferee(s) to the participation of the Other Holders in

any contemplated Transfer, on the same terms and conditions as are applicable to

the Offered Shares, and no Selling Holder shall transfer any of its shares to

any prospective Transferee if such prospective Transferee(s) declines to allow

the participation of any of the Other Holders.

(c) The rights and restrictions contained in Section 3.2(a) shall

not apply with respect to any Exempt Transfer, except Exempt Transfers pursuant

to this Section 3.2.

3.3 Transfers in Violation of Agreement. Any Transfer or attempted

Transfer of any Shares in violation of any provision of this Agreement shall be

void, and the Company shall not record such Transfer on its books or treat any

purported transferee of such Shares as the owner of such Shares for any purpose.

ARTICLE IV

LIQUIDITY RIGHTS

4.1 Duty to Negotiate; Appraisal.

(a) If the Sponsors shall have cooperated with the Company in its

efforts to consummate a Qualified Public Offering but the Company has not

consummated a Qualified Public Offering prior to the second anniversary of the

Closing Date, then, at any time thereafter, the holders of 75% of the Sponsor

Shares (together, the "Sponsor Group") may give notice (the "Transfer Notice")

to Parent that the Sponsors desire to sell their Shares to Parent. For a period

of 30 days from the date of the Transfer Notice, each party will negotiate in

good faith regarding a sale of all the Sponsor Shares to the Parent or the

Company. If the parties are unable to agree upon the terms of a sale of the

Sponsor Shares to the Parent or the Company within such 30-day period, then the

Sponsor Group may elect to initiate the Appraisal Process to determine the

Appraisal Price (the "Election"). Any Appraisal Process shall be initiated by

the Sponsor Group by delivering to Parent and the Company the report of the

first appraiser.

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(b) If, following the first Appraisal Process, the Sponsor Group is

not satisfied in its sole discretion, with the Appraisal Price (which

determination it shall make within fifteen (15) days of completion of the

Appraisal Process), then it may elect (the "Second Election") to initiate the

Appraisal Process a second time; provided that the Sponsor Group may not make a

Second Election within 12 months of the Election. If, following the second

Appraisal Process, the Sponsor Group is not satisfied in its sole discretion,

with the Appraisal Price (which determination it shall make within fifteen (15)

days of completion of the Appraisal Process), then it may elect to initiate the

Appraisal Process a third time (the "Third Election"), provided that, the

Sponsor Group may not make a Third Election within 12 months of the Second

Election. The Sponsor Group may not initiate the Appraisal Process more than

three times.

(c) If, following any Appraisal Process, the Sponsor Group is

satisfied, in its sole discretion, with the Appraisal Price, the Sponsor Group

shall so notify the Parent and the Company and the Parent or the Company may

elect, within fifteen (15) days of receipt of notice of the Sponsor Group's

approval of the Appraisal Price, in its sole discretion, to purchase for cash

all but not less than all of the Sponsor Shares from the Sponsors at the

Appraisal Price by sending written notice to the Sponsors, and, in such event,

the Sponsors shall sell all but not less than all of the Sponsor Shares to the

Company and/or Parent. The closing of the purchase of the Shares from the

Sponsors by the Company and/or Parent pursuant to this Section 4.1(c) shall

occur no later than 30 days after notice of the Company or Parent's election to

purchase.

(d) If the Sponsor Group, in its sole discretion, has approved an

Appraisal Price, but the Company and Parent elect not to purchase the Sponsors'

Shares or fail to make an election within the 15-day time period referenced in

clause (c) above, then the Sponsor Group shall have the right to compel a Sale

of the Company pursuant to Section 4.1(e) (the "Sale Process").

(e) In accordance with Section 4.1(d) above, the Sponsor Group may

elect to compel a Sale of the Company in accordance with the provisions of this

Section 4.1(e) by providing written notice thereof to the Company.

(i) The Stockholders and the Company promptly after receiving such

notice will take, under the direction of the Sponsor Group,

all actions reasonably necessary or desirable and will use

their reasonable best efforts to cause the consummation of

such Sale of the Company (and, as used in this Section 4.1, if

structured as a stock sale, a sale of 100% of the outstanding

stock of the Company) at the highest value reasonably

available. Without limiting the foregoing, (i) each of Parent

and the Company shall provide each of the Sponsors with prompt

notice regarding any and all approvals, consents,

notifications, waivers and other legal requirements applicable

to it and necessary for the consummation of the proposed Sale

of the Company, and shall use its reasonable best efforts to

obtain all such approvals, consents, notifications and

waivers, and comply with all such other legal requirements in

a timely fashion, (ii) the Company shall hire an investment

bank (chosen by the Sponsor Group, but reasonably acceptable

to the Company) to identify potential buyers, conduct an

auction process

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and otherwise facilitate a Sale of the Company, (iii) subject

to the provisions of 4.1(e)(ii), if the proposed Sale of the

Company is structured as a sale of assets or a merger or

consolidation, or otherwise requires equityholder approval,

subject to the approval of the terms of such proposed Sale of

the Company by the Sponsor Group, in its sole discretion, the

Stockholders and the Company will vote or cause to be voted

all Shares that they hold or with respect to which such

Stockholder has the power to direct the voting and which are

entitled to vote on such transaction in favor of such

transaction and will waive any appraisal rights which they may

have in connection therewith, and (iv) subject to the

provisions of 4.1(e)(ii) and to the approval of the Sale of

the Company by the Sponsor Group, in its sole discretion, if

the proposed Sale of the Company is structured as or involves

a sale or redemption of Shares, the Stockholders will agree to

sell all but not less than all of their Shares on the terms

and conditions approved by such Sponsor Group, and the

Stockholders and the Company will execute any merger, asset

purchase, security purchase, recapitalization or other sale

agreement approved by such Sponsor Group (the "Definitive Sale

Agreements"), and will make to the buyer the same

representations, warranties, covenants, indemnities and

agreements (other than non-competition agreements) as the

Sponsor Group makes in connection with such Sale of the

Company (except that in the case of representations and

warranties pertaining specifically to, or covenants made

specifically by, any Sponsor, the other Stockholders shall

make comparable representations and warranties pertaining

specifically to (and, as applicable, covenants by)

themselves), and must agree to bear their ratable share (which

shall be proportionate based on the value of Shares that are

being sold in such Sale of the Company) of all liabilities of

the Stockho