STOCKHOLDERS AGREEMENT

Exhibit 10.9

EXECUTION COPY

STOCKHOLDERS AGREEMENT

DOANE PET CARE ENTERPRISES, INC.

Dated as of October 24, 2005

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STOCKHOLDERS AGREEMENT

          STOCKHOLDERS AGREEMENT, dated as of October 24, 2005 (this “ Agreement ”), by and among Doane Pet Care Enterprises, Inc., a Delaware corporation (the “ Company ”), Ontario Teachers’ Pension Plan Board, a corporation without share capital organized under the laws of Ontario, Canada (“ OTPP ”), Wilchester Investments Limited, a Jersey limited company (the “ Investor Stockholder ”), and Douglas J. Cahill, and any other employee of the Company or its subsidiaries who may become a party to this Agreement pursuant to Section 10.1 hereof (collectively, the “ Management Stockholders ” and together with the Investor Stockholder, the “ Non-OTPP Stockholders ”). OTPP and the Non-OTPP Stockholders are hereinafter referred to collectively as the “ Stockholders ”. The initial amount of Common Stock held by each of the Stockholders as of the date hereof is set forth on Schedule A opposite such Stockholder’s name. Capitalized terms used herein without definition are defined in Section 27.

          WHEREAS, the Company entered into a certain Agreement and Plan of Merger, dated as of August 28, 2005, by and among DPC Newco Inc. (“ Newco ”), the Company and Doane Pet Care Company (“ DPC ”) (as the same may be amended modified, supplemented or restated from time to time, the “ Merger Agreement ”), providing for, among other things, the merger of Newco with and into the Company, with the Company as the surviving corporation (the “ Merger ”);

          WHEREAS, immediately prior to the Merger, the issued and outstanding capital stock of Newco consisted of ( a ) 3,067,454.14 shares of Class A common stock of Newco, par value $0.01 per share and ( b ) 71.32 shares of Class B common stock of Newco, par value $0.01 per share; and

          WHEREAS, at the Effective Time (as defined in the Merger Agreement), each issued and outstanding share of Newco was converted into one issued and outstanding share of the Company by virtue of the Merger, resulting in each issued and outstanding share of Class A common stock of Newco being converted into one issued and outstanding share of Class A Common Stock and each issued and outstanding share of Class B common stock of Newco being converted into one issued and outstanding share of Class B Common Stock.

          NOW, THEREFORE, in consideration of the mutual agreements contained herein, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

          1. Restrictions on Transfers of Common Stock .

          1.1 Restriction on Transfers by the Investor Stockholder . No shares of Common Stock now or hereafter owned by the Investor Stockholder, nor any interest therein nor any rights relating thereto, may be Transferred, except ( a ) pursuant to Section 4.1 (“Sale of Class B Common Stock by Investor Stockholder”), ( b ) pursuant to Section 4.2 (“Forced Sale of Class B Common Stock”), ( c ) in a Registration, or ( d ) with the prior written consent of OTPP, such consent to be in OTPP’s sole discretion.

          1.2 Restrictions on Transfers by the Management Stockholders .

          (a) Generally . No shares of Common Stock now or hereafter owned by any Management Stockholder, nor any interest therein, nor any rights relating thereto, may be Transferred except ( i ) pursuant to Section 1.2(b) (“Estate Planning Transfers”) or, in case of his or her death, by will or by the laws of intestate succession, to his or her executors, administrators, testamentary trustees, legatees or beneficiaries, ( ii ) pursuant to Section 2.1 (“Right to Sell”), ( iii ) pursuant to Section 3.1 (“Right to Purchase”), ( iv ) pursuant to Section 7.1 (“Tag-Along Rights”), ( v ) pursuant to Section 7.2 (“Drag-Along Rights”), or ( vi ) in a Registration.

          (b) Estate Planning Transfers . Shares of Common Stock held by Management Stockholders may be Transferred for estate-planning purposes of such Management Stockholder to ( i ) a trust, the beneficiaries of which are such Management Stockholder, his or her spouse, his or her parents, members of his or her immediate family or his or her lineal descendants, ( ii ) a charitable remainder trust, the income from which will be paid to such Management Stockholder during his or her life, ( iii ) a corporation, the stockholders of which are only such Management Stockholder, his or her spouse, his or her parents, members of his or her immediate family or his or her lineal descendants, or ( iv ) a partnership or limited liability company, the partners or members of which are only such Management Stockholder, his or her spouse, his or her parents, members of his or her immediate family or his or her lineal descendants (transferees permitted pursuant to clauses (i) through (iv) of this Section 1.2(b), together with the Persons enumerated in clause (i) of Section 1.2(a) above are collectively referred to herein as “ Permitted Transferees ”); provided , however , that if a Permitted Transferee ceases to be a Permitted Transferee of such Management Stockholder, any Transfer made to such Permitted Transferee shall be revoked and shall be null and void.

          1.3 Other Restrictions . Notwithstanding anything to the contrary contained in this Agreement, a Non-OTPP Stockholder shall not Transfer any shares of Common Stock to any resident of the Province of Ontario, Canada, without the prior written consent of OTPP, other than any Transfer of such Non-OTPP Stockholder’s shares of Common Stock pursuant to Section 14.1 of this Agreement.

          2. Sale by Management Stockholders to the Company .

          2.1 Right to Sell . Subject to all subsections of this Section 2 and to Section 6 (“Prohibited Purchases”), each of the Management Stockholders shall have the right to sell to the Company, and the Company shall have the obligation to purchase from each such Management Stockholder, all or any portion of such Management Stockholder’s shares of Rollover Stock at the Fair Market Value (as defined in Section 5.1) of such shares of Rollover Stock to be sold, only if the employment of such Management Stockholder with the Company or any Subsidiary that employs such individual (or by the Company on behalf of any such Subsidiary) ( a ) is terminated without Cause or ( b ) terminates as a result of the death or Disability of such Management Stockholder.

          2.2 Notice . If any Management Stockholder desires to sell shares of Rollover Stock pursuant to Section 2.1, he or she (or his or her estate, trust, corporation or partnership, as the case may be) shall notify the Company not more than 60 days after ( a ) such Management Stockholder is terminated without Cause or ( b ) the termination of employment as a result of the death or Disability of such Management Stockholder. Each such notice shall specify the number of shares of Rollover Stock such Management Stockholder owns at the time notice is given. Notwithstanding anything to the contrary in this Section 2, if required in order to prevent any shares of Common Stock from being accounted for as variable awards or as Company liabilities, the notice periods specified in this Section 2.2 shall not commence until the date that is six months and one day after the date they would otherwise commence (or such longer or shorter period as may be required under generally accepted accounting principles).

          2.3 Payment . Subject to Section 6 (“Prohibited Purchases”), payment for any shares of Common Stock sold by a Management Stockholder pursuant to Section 2.1 shall be made no later than on the date that is 90 days (or the first business day thereafter if the 90 ^th day is not a business day) following the date of receipt by the Company of such Management Stockholder’s notice with respect to such shares pursuant to Section 2.2. The Company shall receive customary representations and warranties from each Management Stockholder regarding the shares of Common Stock that are the subject of Section 2.1, including but not limited to a representation and warranty that such Management Stockholder has good and marketable title to such shares to be transferred free and clear of all liens, claims and other encumbrances.

          3. Right of the Company and OTPP to Purchase from Management Stockholders .

          3.1 Right to Purchase . Subject to all subsections of this Section 3 and to Section 6 (“Prohibited Purchases”), the Company shall have the right (but not the obligation), exercisable by the Board in its sole discretion (excluding such Management

Stockholder or other members of the Board who are designees of the Management Stockholders), to purchase from each Management Stockholder, and each such Management Stockholder shall have the obligation, upon the Company exercising such right, to sell to the Company, all or any portion, of such Management Stockholder’s shares of Common Stock:

     (i) at the lesser of the Fair Market Value and the Carrying Value (as defined in Section 5.2) of such shares of Common Stock to be purchased, if such Management Stockholder’s employment with the Company and any Subsidiary that employs such individual is terminated by the Company and any such Subsidiary (or by the Company on behalf of any such Subsidiary) for Cause; or

     (ii) at the Fair Market Value of such shares of Common Stock to be purchased, if such Management Stockholder’s employment with the Company and any Subsidiary that employs such individual is terminated by the Company or such Management Stockholder for any reason other than for Cause.

          3.2 Notice . If the Company desires to purchase shares of Common Stock from a Management Stockholder pursuant to Section 3.1, it shall notify such Management Stockholder (or his or her estate, trust, corporation or partnership, as the case may be) not more than 90 days after the date of termination of employment of such Management Stockholder; provided that, with respect to the Company’s purchase of Common Stock acquired by such Management Stockholder pursuant to the exercise of Options occurring after the date of termination of employment of such Management Stockholder (to the extent such exercise is permitted by the underlying option agreement), the notice required by this Section 3.2 shall be given by the Company not later than 90 days after the acquisition of such shares by such Management Stockholder. Notwithstanding anything to the contrary in this Section 3, if required in order to prevent any shares of Common Stock from being accounted for as variable awards or as Company liabilities, the notice periods specified in this Section 3.2 shall not commence until the date that is six months and one day after the date they would otherwise commence (or such longer or shorter period as may be required under generally accepted accounting principles).

          3.3 Payment . Subject to Section 6 (“Prohibited Purchases”), payment for any shares of Common Stock purchased by the Company pursuant to Section 3.1 shall be made on the date that is 30 days (or the first business day thereafter if the 30 ^th day is not a business day) following the date of the receipt by a Management Stockholder of the Company’s notice with respect to such shares pursuant to Section 3.2. The Company shall receive customary representations and warranties from each Management Stockholder regarding the shares of Common Stock that are the subject of Section 3.1, including but not limited to a representation and warranty that such Management

Stockholder has good and marketable title to such shares to be transferred free and clear of all liens, claims and other encumbrances.

          4. Sale of Class B Common Stock .

          4.1 Sale of Class B Common Stock by Investor Stockholder . Subject to Section 4.3, the Investor Stockholder shall have the right but not the obligation to sell to the Company, and the Company shall have the obligation to purchase from the Investor Stockholder, at any time all (but not less than all) of such Investor Stockholder’s shares of Class B Common Stock at a price per share of Class B Common Stock equal to the Class B Common Stock Purchase Price (as defined in Section 5.3). If the Investor Stockholder desires to exercise its right pursuant to this Section 4.1, it shall provide the Company 90 days’ prior written notice thereof; provided that such notice shall ( a ) be irrevocable and unconditional and ( b ) be given only if the Investor Stockholder contemporaneously provides a written notice exercising its right pursuant to Section 2.1 of the Voting Agreement. Payment for any shares of Class B Common Stock sold by the Investor Stockholder pursuant to this Section 4.1 shall be made no later than on the date that is 90 days (or the first business day thereafter if such 90 ^th day is not a business day) following the date of receipt by the Company of the Investor Stockholder’s notice pursuant to this Section 4.1. Any purchaser of Class B Common Stock pursuant to this Section 4.1 shall receive customary representations and warranties from the Investor Stockholder regarding the shares of Class B Common Stock that are the subject of this Section 4.1, including, but not limited to, a representation and warranty that the Investor Stockholder has good and marketable title to such shares to be transferred, free and clear of all liens, claims and other encumbrances.

          4.2 Forced Sale of Class B Common Stock . Subject to Section 4.3, the Company shall have the right but not the obligation to redeem, at any time, all, but not less than all, of the then outstanding shares of Class B Common Stock, and each holder of such shares shall have the obligation, upon the Company’s exercise of such right, to transfer to the Company, all of such holder’s shares of Class B Common Stock for an amount per share equal to the Class B Common Stock Purchase Price. If the Company desires to redeem shares of Class B Common Stock from the holders thereof pursuant to this Section 4.2, it shall notify the holders thereof in writing; provided that such notice may be revocable or conditional or both. Payment for the shares of Class B Common Stock redeemed by the Company pursuant to this Section 4.2 shall be made on the date that is specified in the Company’s notice with respect to such shares pursuant to this Section 4.2. The Company shall receive customary representations and warranties from each holder of Class B Common Stock regarding the shares of Class B Common Stock that are the subject of this Section 4.2, including, but not limited to, a representation and warranty that such holder has good and marketable title to such shares to be transferred, free and clear of all liens, claims and other encumbrances.

          4.3 Limitations . Notwithstanding anything to the contrary herein, the Company shall not be permitted or obligated to purchase any shares of Class B Common Stock to the extent the Company is prohibited from purchasing such shares by, or such purchase would conflict with, applicable law or any debt instruments or agreements, including any amendment, renewal, extension, substitution, refinancing, replacement or other modification thereof, which have been entered into or which may be entered into by the Company or any of its Subsidiaries, including those relating to acquisitions by the Company or recapitalizations of the Company (the “ Financing Documents ”).

          4.4 Failure to Make Payment . If the Company fails to make any payment when due to the Investor Stockholder under this Section 4, ( a ) OTPP shall, or shall cause a third party to, pay to the Investor Stockholder such percentage of the portion of the aggregate Class B Common Stock Purchase Price which the Company fails to pay as is equal to OTPP’s direct or indirect percentage equity interest in the Company at the time of receipt of the written notice pursuant to Section 4.1 or Section 4.2, as the case may be, and ( b ) the Company shall pay any remaining portion of the aggregate Class B Common Stock Purchase Price with a subordinated note, which shall be fully subordinated in right of payment and exercise of remedies to the lenders’ rights under the Financing Documents, shall be payable as soon as the impediment under this Section 4.3 has been removed, shall bear interest at a rate equal to LIBOR plus 300 basis points and shall permit its transfer by the Investor Stockholder to any of its controlling Affiliates.

          5. Purchase Price .

          5.1 Fair Market Value . The “ Fair Market Value ” of any share of Common Stock being purchased by the Company shall be the amount which the holder of each such share would receive following a sale of the Company at its market value as determined in good faith by the Board. The Fair Market Value of any share of Common Stock to be purchased pursuant to Sections 2.1 or 3.1 shall be determined by the Board as of the later of ( a ) the date of termination of the Management Stockholder’s employment and ( b ) a date determined by the Board within thirty days prior to the delivery of the notice pursuant to Sections 2.2 or 3.2.

          5.2 Carrying Value . For the purposes of this Agreement, the “ Carrying Value ” of any share of Common Stock being purchased by the Company shall be equal to the price paid by the selling Stockholder for any such share less the amount of dividends and other distributions paid in respect of such share after the Closing Date; provided that the price of any shares of Rollover Stock shall be equal to the Closing Date Value, less the amount of dividends and distributions paid in respect of such shares after the Closing Date.

          5.3 Class B Common Stock Purchase Price . Unless otherwise agreed to by the Investor Stockholder and the Company, the “ Class B Common Stock Purchase

Price ” of any share of Class B Common Stock purchased pursuant to Section 4.1 or Section 4.2, as the case may be, shall be an amount equal to ( a ) the sum of ( i ) any accrued and unpaid dividends pursuant to Article Fourth, Section 2(a)(A) of the Certificate of Incorporation, ( ii ) any accrued and unpaid Annual Dividend Amount (as defined in the Certificate of Incorporation and, for the avoidance of doubt, without taking into account any Additional Amounts (as defined therein)) and ( iii ) any additional dividends to be declared by the Company (assuming, for this purpose, that the Company has made an election to declare such additional dividends) pursuant to Section 11.3, to the extent (and only to the extent) such dividends have not already been declared and paid, minus ( b ) any Adjustment Amount. For the avoidance of doubt, to the extent that the Class B Common Stock Purchase Price is a negative amount, such amount (expressed as a positive amount) shall be paid to the Company by the holder of such share of Class B Common Stock upon the consummation of the transactions contemplated by Section 4.1 or Section 4.2, as the case may be. Payment of the Class B Common Stock Purchase Price to which the holders of the Class B Common Stock may become entitled shall be made without withholding or deduction for, or on account of, any and all present and future Taxes, assessments or other governmental charges of whatever nature imposed or levied by or on behalf of the United States, or any political subdivision or authority in or of the United States or any other jurisdiction from which payments of the Class B Common Stock Purchase Price are made, unless the withholding or deduction is required by law. In the event ( i ) any such withholding or deduction on payments of the Class B Common Stock Purchase Price is required by law or ( ii ) the Investor Stockholder becomes subject to U.S. federal, state or local income Tax, or franchise Tax, or any other Tax imposed on or measured by income, on its net income with respect to Special Dividends (as defined in the Certificate of Incorporation) or payments of the Class B Common Stock Purchase Price solely as a result of the Investor Stockholder owning the Class B Common Stock or performing its obligations pursuant to this Agreement, the Voting Agreement or the Subscription Agreements, unless otherwise agreed to by the Investor Stockholder and the Company, the Special Dividends or Class B Common Stock Purchase Price, as the case may be, shall include such additional amounts as may be necessary so that the net amount received by the Investor Stockholder, after such withholding, deduction or Tax, will equal the amount that such holder would have received had the Special Dividends or Class B Common Stock Purchase Price, as the case may be, not been subject to such withholding, deduction or Tax. Notwithstanding any other provision of this Agreement to the contrary, ( A ) no additional amounts shall be paid to the Investor Stockholder in respect of Taxes if such Taxes (“ Excluded Taxes ”) arise ( x ) in the case of clause (ii) of the prior sentence, as a result of the Investor Stockholder being treated as a “United States person” within the meaning of Section 7701(a) (30) of the Internal Revenue Code of 1986, as amended, or actually performing (including through a director, shareholder, employee, agent or otherwise) any of its obligations pursuant to this Agreement within the United States or ( y ) as a result of the Investor Stockholder breaching any of its obligations under this Agreement, the Voting Agreement or the Subscription Agreements and ( B ) the Investor Stockholder shall not be permitted to receive duplicative payments

of additional amounts under this Agreement or Additional Amounts under the Certificate of Incorporation in respect of the same Tax. To the extent that the Investor Stockholder becomes entitled to additional amounts pursuant to this Section 5.3 or Additional Amounts (as defined in the Certificate of Incorporation) the Investor Stockholder shall promptly notify the Company thereof.

          6. Prohibited Purchases . Notwithstanding anything to the contrary herein, the Company shall not be permitted or obligated to purchase any shares of Common Stock from a Management Stockholder hereunder to the extent ( a ) the Company is prohibited from purchasing such shares by applicable law or by any Financing Documents, ( b ) an event of default has occurred (or, with notice or the lapse of time or both, would occur) under any Financing Document and is (or would be) continuing, ( c ) the purchase of such shares of Common Stock would, or in the view of the Board (excluding, if applicable, such Management Stockholder and other members of the Board who are designees of the Management Stockholders), would be reasonably likely to, result in the occurrence of an event of default under any Financing Document or create a condition which would be reasonably likely to, with notice or lapse of time or both, result in such an event of default or ( d ) the purchase of such shares of Common Stock would, in the view of the Board (excluding such Management Stockholder and other members of the Board who are designees of the Management Stockholders), be imprudent in view of the financial condition (present or projected) of the Company or any of its Subsidiaries or the anticipated impact of the purchase of such shares of Common Stock on the Company’s or any of its Subsidiaries’ ability to meet their respective obligations under any Financing Document or otherwise. If shares of Common Stock which the Company has the right or obligation to purchase on any date pursuant to Section 2.1 (“Right to Sell”) or Section 3.1 (“Right to Purchase”) exceed the total amount permitted to be purchased on such date pursuant to the preceding sentence (the “ Maximum Amount ”), the Company shall purchase on such date only that number of shares of Common Stock up to the Maximum Amount (if any) (and shall not be required to purchase more than the Maximum Amount) in such amounts as the Board shall in good faith determine, applying the following order of priority:

          (a) First, the shares of Common Stock of all Management Stockholders whose shares of Common Stock are being purchased by the Company by reason of termination of employment due to death or Disability and, to the extent that the number of shares of Common Stock that the Company is obligated to purchase from such Management Stockholders (but for this Section 6) exceeds the Maximum Amount, such shares of Common Stock pro rata among such Management Stockholders on the basis of the number of shares of Common Stock held by each of such Management Stockholders that the Company is obligated to or has the right to purchase,

          (b) Second, to the extent that the Maximum Amount is in excess of the amount the Company purchases pursuant to clause (a) above, the shares of Common

Stock of all Management Stockholders whose shares of Common Stock are being purchased by the Company by reason of termination of employment without Cause up to the Maximum Amount (as reduced by shares described in clause (a) to be purchased) and, to the extent that the number of shares of Common Stock that the Company is obligated to purchase from such Management Stockholders (but for this Section 6) exceeds the Maximum Amount (as reduced by shares described in clause (a) to be purchased), such shares of Common Stock pro rata among such Management Stockholders on the basis of the number of shares of Common Stock held by each of such Management Stockholders that the Company is obligated or has the right to purchase, and

          (c) Third, to the extent the Maximum Amount is in excess of the amounts the Company purchases pursuant to clauses (a) and (b) above, the shares of Common Stock of all other Management Stockholders whose shares of Common Stock are being purchased by the Company up to the Maximum Amount (as reduced by shares described in clauses (a) and (b) to be purchased) and, to the extent that the number of shares of Common Stock that the Company is obligated to purchase from such Management Stockholders (but for this Section 6) exceeds the Maximum Amount (as reduced by shares described in clauses (a) and (b) to be purchased), the shares of Common Stock of such Management Stockholders in such order of priority and in such amounts as the Board (excluding such Management Stockholders and other members of the Board who are designees of the Management Stockholders) in its sole discretion shall in good faith determine to be appropriate under the circumstances.

          Notwithstanding anything to the contrary contained in this Agreement, if the Company is unable to make any payment when due to any Management Stockholder under this Agreement by reason of this Section 6, the Company shall have the option to either ( i ) make such payment at the earliest practicable date permitted under this Section 6 or ( ii ) pay the purchase price for such shares of Common Stock with a subordinated note, which is fully subordinated in right of payment and exercise of remedies to the lenders’ rights under the Financing Documents; provided that any such note shall be secured by a pledge of the Common Stock so purchased and be payable as soon as the impediment under this Section 6 has been removed and shall bear interest at a rate equal to LIBOR plus 300 basis points.

          7. Tag-Along and Drag-Along Rights .

          7.1 Tag-Along Rights .

          (a) In the event that at any time OTPP proposes to sell shares of Class A Common Stock owned by it to any Person (a “ Proposed Purchaser ”), other than any Transfer ( i ) pursuant to a Registration or Rule 144, or ( ii ) to an Affiliate, then OTPP will promptly provide each Non-OTPP Stockholder written notice (a “ Sale Notice ”) of such proposed sale (a “ Proposed Sale ”) and the material terms of the Proposed Sale as of the

date of Sale Notice (the “ Material Terms ”), including the aggregate number of shares of Class A Common Stock the Proposed Purchaser is willing to purchase, the price of such shares and the identity of the Proposed Purchaser. If, within 30 days of the receipt of the Sale Notice, OTPP receives a written request (a “ Sale Request ”) to include shares of Class A Common Stock held by one or more Management Stockholders (including any number of shares to be acquired by such Management Stockholder in or before the closing of the Proposed Sale), such Class A Common Stock shall be so included as provided therein; provided , however , that any Sale Request shall be irrevocable unless ( x ) there shall be a material adverse change in the Material Terms or ( y ) otherwise mutually agreed to in writing by such Management Stockholders and OTPP. Each Management Stockholder wishing to include in the Proposed Sale shares of Option Stock must include with such Management Stockholder’s Sale Request an irrevocable commitment to exercise such Options immediately prior to the closing of such Proposed Sale, subject only to the closing of such Proposed Sale.

          (b) The number of shares of Class A Common Stock that any Management Stockholder will be permitted to include in a Proposed Sale on a pro rata basis pursuant to a Sale Request will be equal to the product of ( i ) ( A ) the number of shares of Class A Common Stock held by such Management Stockholder divided by ( B ) the number of shares of Class A Common Stock held by all Stockholders participating in such Proposed Sale and ( ii ) the aggregate number of shares of Common Stock proposed to be sold in such Proposed Sale.

          (c) Shares of Class A Common Stock subject to a Sale Request will be included in a Proposed Sale pursuant hereto and to any agreement with the Proposed Purchaser relating thereto on the same terms and subject to the same conditions applicable to the shares of Class A Common Stock which OTPP proposes to sell in the Proposed Sale. Such terms and conditions shall include, without limitation, ( i ) the sale consideration (which shall be reduced by the fees and expenses incurred by OTPP and the Company in connection with the Proposed Sale) and ( ii ) the provision of information, representations, warranties, covenants and requisite indemnifications; provided , however , that ( x ) any representations and warranties relating specifically to any Management Stockholder shall only be made by that Management Stockholder; and ( y ) the form of consideration to be received by OTPP in connection with the Proposed Sale may be different from that received by the Management Stockholders so long as the per share value of the consideration to be received by OTPP is the same or less than that to be received by the Management Stockholders (as reasonably determined by the Board in good faith).

          (d) Upon delivering a Sale Request, each Management Stockholder will, if requested by OTPP (or any of its Affiliates), execute and deliver a custody agreement and power of attorney in form and substance satisfactory to OTPP (or any such Affiliate of OTPP) (a “ Custody Agreement and Power of Attorney ”) with respect to

the shares of the Class A Common Stock which are to be included in the Proposed Sale pursuant to this Section 7.1. The Custody Agreement and Power of Attorney will provide, among other things, that each such Management Stockholder will deliver to and deposit in custody with OTPP, named as the custodian and attorney-in-f