and (iii) providing registration rights to the
Securityholders. The execution and delivery of this Agreement is a condition to
the Investors entering into to the Purchase Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties to this Agreement hereby agree as follows:
1.
RESTRICTIONS ON TRANSFER.
(A)
TRANSFER OF SECURITIES. NO HOLDER OF
SECURITIES (OTHER THAN THE INVESTORS (SUBJECT TO SECTION 2)) SHALL TRANSFER ANY
INTEREST IN SECURITIES WITHOUT THE PRIOR WRITTEN CONSENT OF THE HOLDERS OF A
MAJORITY OF THE INVESTOR SECURITIES EXCEPT TRANSFERS (I) TO A PERMITTED
TRANSFEREE IN ACCORDANCE WITH SECTION 1(B) HEREOF, (II) AS A TAG-ALONG
SECURITYHOLDER PURSUANT TO SECTION 2 HEREOF, (III) IN THE CASE OF AN OTHER
SECURITYHOLDER ONLY, IN ACCORDANCE WITH SECTION 3 OF HEREOF AND (IV) IN AN
APPROVED SALE PURSUANT TO SECTION 5 HEREOF.
(B)
PERMITTED TRANSFERS. THE RESTRICTIONS SET
FORTH IN SECTION 1(A) AND IN SECTION 2 SHALL NOT APPLY TO (I) ANY TRANSFER OF
SECURITIES BY ANY SECURITYHOLDER (A) WHO IS AN INDIVIDUAL TO OR AMONG HIS OR HER
FAMILY GROUP OR (B) THAT IS AN ENTITY TO OR AMONG ITS AFFILIATES, (II) ANY
TRANSFER OF SECURITIES TO THE COMPANY OR AS REQUIRED IN CONNECTION WITH THE
EXERCISE OF A REPURCHASE OPTION OR ANY PUT OPTION (AS EACH TERM IS DEFINED IN AN
APPLICABLE MANAGEMENT UNIT PURCHASE AGREEMENT) PURSUANT TO AN APPLICABLE
MANAGEMENT UNIT REPURCHASE AGREEMENT, (III) A TRANSFER REQUIRED BY SECTION 15.7
OF THE LLC AGREEMENT IN ACCORDANCE THEREWITH, (IV) IN THE CASE OF AN INVESTOR OR
OTHER SECURITYHOLDER, SUBJECT TO SECTION 10, A SALE OF CLASS A COMMON UNITS IN A
PUBLIC SALE, (V) IN THE CASE OF AN EXECUTIVE, SUBJECT TO SECTION 10, A SALE OF
CLASS A COMMON UNITS IN A PUBLIC SALE TO THE EXTENT PROVIDED IN SECTION 1(D)
BELOW, OR (VI) IN THE CASE OF AN EXECUTIVE, SUBJECT TO SECTION 10, A SALE OF
CLASS A COMMON UNITS IN A PUBLIC SALE AFTER THE EARLIER OF (X) THE FIRST
ANNIVERSARY OF THE CONSUMMATION OF A QUALIFIED PUBLIC OFFERING AND (Y) WITH
RESPECT TO A PARTICULAR EXECUTIVE, THE DATE THAT IS SIX MONTHS FOLLOWING THE
DATE OF THE TERMINATION OF SUCH EXECUTIVE'S EMPLOYMENT WITH THE COMPANY OR ITS
SUBSIDIARIES.
(C)
OTHER PERMITTED TRANSFER PROVISIONS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE RESTRICTIONS
CONTAINED IN THIS AGREEMENT WILL CONTINUE TO BE APPLICABLE TO THE SECURITIES
AFTER ANY TRANSFER PURSUANT TO CLAUSE (I) OF SECTION 1(B) AND THE TRANSFEREE OF
SUCH SECURITIES SHALL AGREE IN WRITING TO BE BOUND BY THE PROVISIONS OF THIS
AGREEMENT, THE LLC AGREEMENT AND, IN THE CASE OF A TRANSFER FROM AN EXECUTIVE,
SHALL AGREE TO BE BOUND BY THE PROVISIONS OF THE APPLICABLE MANAGEMENT UNIT
PURCHASE AGREEMENT(S), THE PLAN AND/OR ANY OTHER AGREEMENTS PURSUANT TO WHICH
SUCH UNITS WERE ORIGINALLY ISSUED. UPON THE TRANSFER OF SECURITIES PURSUANT TO
CLAUSE (I) OF SECTION 1(B), THE TRANSFEREES WILL DELIVER A WRITTEN