RESPECT TO EACH SHARE OF SECURITIES UNTIL THE
EARLIER OF (I) THE DATE ON WHICH SUCH SHARE OF SECURITIES HAS BEEN TRANSFERRED
IN A PUBLIC SALE PERMITTED BY THIS SECTION 4, OR (II) THE CONSUMMATION OF A SALE
OF THE COMPANY.
5.
ADDITIONAL RESTRICTIONS ON TRANSFER OF SECURITIES.
(A)
LEGEND.
THE CERTIFICATES REPRESENTING THE SECURITIES WILL BEAR A
LEGEND IN SUBSTANTIALLY THE FOLLOWING FORM:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF
MAY 10, 2007, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION
THEREUNDER.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN
OTHER AGREEMENTS SET FORTH IN AN AMENDED AND RESTATED SECURITIES PURCHASE
AGREEMENT AMONG THE COMPANY AND AN EXECUTIVE OF THE COMPANY AND OTHER PARTIES,
DATED AS OF JANUARY 28, 2008, AS AMENDED.
A COPY OF SUCH AGREEMENT MAY BE
OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS
WITHOUT CHARGE."
(B)
OPINION OF COUNSEL.
NO HOLDER OF SECURITIES MAY TRANSFER ANY
SECURITIES (EXCEPT PURSUANT TO SECTION 3 OR 4(B) OF THIS AGREEMENT OR AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT) WITHOUT FIRST
DELIVERING TO THE COMPANY A WRITTEN NOTICE AT LEAST 10 DAYS PRIOR TO SUCH
TRANSFER DESCRIBING IN REASONABLE DETAIL THE PROPOSED TRANSFER, AND, IF
REQUESTED BY THE COMPANY PRIOR TO SUCH TRANSFER, AN OPINION OF COUNSEL
(REASONABLY ACCEPTABLE 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.
IN ADDITION, IF
THE HOLDER OF THE SECURITIES DELIVERS TO THE COMPANY AN OPINION OF COUNSEL THAT
NO SUBSEQUENT TRANSFER OF SUCH SECURITIES SHALL REQUIRE REGISTRATION UNDER THE
SECURITIES ACT, THE COMPANY SHALL PROMPTLY UPON SUCH CONTEMPLATED TRANSFER
DELIVER NEW CERTIFICATES FOR SUCH SECURITIES THAT DO NOT BEAR THE SECURITIES ACT
PORTION OF THE LEGEND SET FORTH IN SECTION 5(A).
IF THE COMPANY IS NOT REQUIRED
TO DELIVER NEW CERTIFICATES FOR SUCH SECURITIES NOT BEARING SUCH LEGEND, THE
HOLDER
8
THEREOF SHALL NOT TRANSFER THE SAME UNTIL THE PROSPECTIVE TRANSFEREE HAS
CONFIRMED TO THE COMPANY IN WRITING ITS AGREEMENT TO BE BOUND BY THE CONDITIONS
CONTAINED IN THIS SECTION 5.
6.
DEFINITIONS.
"Affiliate" means, (i) with respect to any Person, any Person that controls, is
controlled by or is under common control with such Person or an Affiliate of
such Person, and (ii) with respect to any Investor, any general or limited
partner of such Investor, any employee or owner of any such partner, or any
other Person controlling, controlled by or under common control with such
Investor; it being understood and agreed that GTCR I and its Affiliates shall
for all purposes hereunder shall be Affiliates of GTCR II.
"Board" means the Company's board of directors.
"Class A Common Units" means