FOR SUCH OFFERING OR (II) ENTER INTO ANY SWAP OR OTHER ARRANGEMENT THAT
TRANSFERS TO ANOTHER, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF
OWNERSHIP OF SUCH SECURITIES, WHETHER ANY SUCH TRANSACTION DESCRIBED IN CLAUSE
(I) OR (II) ABOVE IS TO BE SETTLED BY DELIVERY OF UNITS OR OTHER SECURITIES, IN
CASH, OR OTHERWISE.
THE FOREGOING PROVISIONS OF THIS SECTION 2.10 SHALL APPLY
ONLY TO THE IPO, SHALL NOT APPLY TO THE SALE OF ANY SHARES TO AN UNDERWRITER
PURSUANT TO AN UNDERWRITING AGREEMENT, AND SHALL BE APPLICABLE TO THE HOLDERS
ONLY IF ALL OFFICERS, DIRECTORS, AND MEMBERS INDIVIDUALLY OWNING MORE THAN FIVE
PERCENT (5%) OF THE COMPANY'S OUTSTANDING UNITS (OR OTHER VOTING EQUITY
SECURITIES) ARE SUBJECT TO THE SAME RESTRICTIONS.
EACH HOLDER FURTHER AGREES TO
EXECUTE SUCH AGREEMENTS AS MAY BE REASONABLY REQUESTED BY THE UNDERWRITERS IN
CONNECTION WITH SUCH REGISTRATION THAT ARE CONSISTENT WITH THIS SECTION 2.10 OR
THAT ARE NECESSARY TO GIVE FURTHER EFFECT THERETO.
2.11
RESTRICTIONS ON TRANSFER.
(A)
THE REGISTRABLE SECURITIES SHALL NOT BE SOLD, PLEDGED, OR
OTHERWISE TRANSFERRED, AND THE COMPANY SHALL NOT RECOGNIZE ANY SUCH SALE,
PLEDGE, OR TRANSFER, EXCEPT UPON THE CONDITIONS SPECIFIED IN THIS AGREEMENT AND
SECTION 9 OF THE OPERATING AGREEMENT, WHICH CONDITIONS ARE INTENDED TO ENSURE
COMPLIANCE WITH THE PROVISIONS OF THE SECURITIES ACT.
A TRANSFERRING HOLDER
WILL CAUSE ANY PROPOSED PURCHASER, PLEDGEE, OR TRANSFEREE OF THE REGISTRABLE
SECURITIES HELD BY SUCH HOLDER TO AGREE TO TAKE AND HOLD SUCH SECURITIES SUBJECT
TO THE PROVISIONS AND UPON THE CONDITIONS SPECIFIED IN THIS AGREEMENT AND THE
OPERATING AGREEMENT.
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(B)
IN ADDITION TO ANY LEGEND REQUIREMENTS SET FORTH IN THE OPERATING
AGREEMENT, EACH CERTIFICATE OR INSTRUMENT REPRESENTING THE REGISTRABLE
SECURITIES SHALL (UNLESS OTHERWISE PERMITTED BY THE PROVISIONS OF
SECTION 2.11(C)) BE STAMPED OR OTHERWISE IMPRINTED WITH A LEGEND SUBSTANTIALLY
IN THE FOLLOWING FORM:
THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
SUCH SECURITIES MAY NOT BE
SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID
EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID
ACT.
THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE
TERMS OF THAT CERTAIN INVESTOR RIGHTS AGREEMENT BETWEEN THE COMPANY AND CERTAIN
HOLDERS OF ITS SECURITIES, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE
COMPANY.
The Holders consent to the Company making a notation in its records and giving
instructions to any transfer agent of the Restricted Securities in order to
implement the restrictions on transfer set forth in this Section 2.11
(C)
THE HOLDER OF EACH CERTIFICATE REPRESENTING RESTRICTED SECURITIES,
BY ACCEPTANCE THEREOF, AGREES TO COMPLY IN ALL RESPECTS WITH THE PROVISIONS OF
THIS SECTION 2.
BEFORE ANY PROPOSED SALE, PLEDGE, OR TRANSFER OF ANY RESTRICTED
SECURITIES, UNLESS THERE IS IN EFFECT A REGISTRATION STATEMENT UNDER THE
SECURITIES ACT COVERING THE PROPOSED TRANSACTION, THE HOLDER THEREOF SHALL GIVE
NOTICE TO THE COMPANY OF SUCH HOLDER'S INTENTION TO