BEGINNING
ON THE DATE THAT THE COMPANY AND/OR THE INVESTORS ARE GIVEN WRITTEN NOTICE THAT
THE FAIR MARKET VALUE OF AN UNVESTED SHARE WAS FINALLY DETERMINED TO BE AN
AMOUNT AT LEAST 20% GREATER THAN THE PER SHARE REPURCHASE PRICE FOR UNVESTED
SHARES SET FORTH IN THE REPURCHASE NOTICE OR IN THE SUPPLEMENTAL REPURCHASE
NOTICE.
(H)
THE PROVISIONS OF THIS SECTION 3 WILL TERMINATE UPON THE
CONSUMMATION OF A SALE OF THE COMPANY.
4.
RESTRICTIONS ON TRANSFER OF SECURITIES.
(A)
TRANSFER OF SECURITIES.
THE HOLDERS OF SECURITIES SHALL NOT
TRANSFER ANY INTEREST IN ANY SECURITIES, EXCEPT PURSUANT TO (I) THE PROVISIONS
OF SECTION 3 HEREOF OR (II) THE PROVISIONS OF SECTION 4(B) BELOW.
(B)
CERTAIN PERMITTED TRANSFERS.
THE RESTRICTIONS IN THIS SECTION 4 WILL NOT
APPLY WITH RESPECT TO ANY TRANSFER OF SECURITIES MADE (I) PURSUANT TO APPLICABLE
LAWS OF DESCENT AND DISTRIBUTION OR TO SUCH PERSON'S LEGAL GUARDIAN IN THE CASE
OF ANY MENTAL INCAPACITY OR AMONG SUCH PERSON'S FAMILY GROUP, OR (II) SUBJECT TO
THE RESTRICTIONS ON TRANSFER SET FORTH IN THE REGISTRATION AGREEMENT (INCLUDING,
WITHOUT LIMITATION, IN SECTION 3 THEREOF) OR ANY AGREEMENT ENTERED INTO PURSUANT
THERETO, OF SHARES OF COMMON STOCK THAT ARE VESTED SHARES, BUT IN THE CASE OF
THIS CLAUSE (II) ONLY AN AMOUNT OF SHARES OF COMMON STOCK THAT ARE VESTED SHARES
EQUAL TO THE PRODUCT OF (A) THE TOTAL SHARE NUMBER AND (B) THE CUMULATIVE RATIO
(AS OF THE DATE OF SUCH TRANSFER PURSUANT TO THIS CLAUSE (II), AFTER GIVING
EFFECT TO ANY PUBLIC SALE OF COMMON STOCK BY THE INVESTORS ON SUCH DATE), LESS
THE SUM OF (X) THE AGGREGATE NUMBER OF SHARES OF SECURITIES TRANSFERRED BY
EXECUTIVE IN PUBLIC SALES PRIOR TO THE DATE HEREOF AND (Y) AS OF THE DATE OF
SUCH TRANSFER, THE AGGREGATE NUMBER OF SHARES OF SECURITIES PREVIOUSLY
TRANSFERRED BY EXECUTIVE, IAN PEARLSTEIN TRUST, IVANNA PEARLSTEIN TRUST AND
THEIR PERMITTED TRANSFEREES AFTER THE DATE HEREOF PURSUANT TO THIS CLAUSE (II);
PROVIDED THAT ANY IN-KIND DISTRIBUTIONS OF SHARES OF COMMON STOCK BY THE
INVESTORS TO THEIR LIMITED PARTNERS SHALL BE DEEMED TO BE A PUBLIC SALE FOR
PURPOSES OF THIS SECTION 4(B)(II); PROVIDED FURTHER THAT THE RESTRICTIONS
CONTAINED IN THIS SECTION 4 WILL CONTINUE TO BE APPLICABLE TO THE SECURITIES
AFTER ANY TRANSFER OF THE TYPE REFERRED TO IN CLAUSE (I) ABOVE AND
7
THE TRANSFEREES OF SUCH SECURITIES MUST AGREE IN WRITING TO BE BOUND BY THE
PROVISIONS OF THIS AGREEMENT.
ANY TRANSFEREE OF SECURITIES PURSUANT TO A
TRANSFER IN ACCORDANCE WITH THE PROVISIONS OF CLAUSE (I) OF THIS SECTION 4(B) IS
HEREIN REFERRED TO AS A "PERMITTED TRANSFEREE."
UPON THE TRANSFER OF SECURITIES
PURSUANT TO THIS SECTION 4(B), THE TRANSFERRING HOLDER OF SECURITIES WILL
DELIVER A WRITTEN NOTICE (A "TRANSFER NOTICE") TO THE COMPANY.
IN THE CASE OF A
TRANSFER PURSUANT TO CLAUSE (I) HEREOF, THE TRANSFER NOTICE WILL DISCLOSE IN
REASONABLE DETAIL THE IDENTITY OF THE PERMITTED TRANSFEREE(S).
(C)
TERMINATION OF RESTRICTIONS.
THE RESTRICTIONS SET FORTH IN THIS
SECTION 4 WILL CONTINUE WITH