THE
OUTSTANDING EQUITY INTERESTS OF WHICH ARE OWNED, DIRECTLY OR INDIRECTLY, BY
TRANSFEROR OR BY ANY PERSON WHICH DIRECTLY OR INDIRECTLY WHOLLY OWNS TRANSFEROR,
(II) TRANSFEROR MAY, AT ANY TIME, TRANSFER A PORTION OF THE EXCHANGE
CONSIDERATION TO THE EXTENT NECESSARY TO PREVENT TRANSFEROR FROM BEING IN
VIOLATION OF THE BHC ACT OR OTHER FEDERAL, STATE OR FOREIGN BANKING LAW (IN
TRANSFEROR'S SOLE DISCRETION); AND (III) TRANSFEROR MAY, IN NON-MARKET PRIVATE
SALE TRANSACTIONS, SELL OR TRANSFER ALL OR ANY PART OF THE EXCHANGE
CONSIDERATION TO THIRD PARTY INVESTORS ("THIRD PARTY INVESTORS"); PROVIDED THAT,
WITHOUT THE CONSENT OF RAMIUS, NO SUCH PRIVATE SALE TRANSACTION, INDIVIDUALLY OR
IN THE AGGREGATE, SHALL RESULT IN ANY THIRD PARTY INVESTOR AND IT AFFILIATES
BENEFICIALLY OWNING IN EXCESS OF 10% OF THE OUTSTANDING SHARES OF CLASS A COMMON
STOCK AS OF THE COMPLETION OF SUCH TRANSACTION; PROVIDED FURTHER, THAT ANY
TRANSFEREE OF ALL OR PORTION OF THE EXCHANGE CONSIDERATION REFERRED TO IN
CLAUSES (I) OR (III) ABOVE SHALL AGREE IN WRITING TO BE BOUND BY SECTIONS
8.1(A) AND 8.1(B).
ANY PURPORTED SALE, PLEDGE, ASSIGNMENT, TRANSFER OR OTHER
DISPOSITION OF ALL OR OF ANY PORTION OF THE EXCHANGE CONSIDERATION IN VIOLATION
OF THIS SECTION 8.1(A) SHALL BE NULL AND VOID AND OF NO FORCE AND EFFECT.
(B)
THE RESTRICTIONS SET FORTH IN
SECTION 8.1(A) SHALL EXPIRE AND BE OF NO FURTHER FORCE OR EFFECT COMMENCING ONE
DAY AFTER THE SIX MONTH ANNIVERSARY OF THE CLOSING, WITH RESPECT TO THE COMMON
STOCK INCLUDED IN THE EXCHANGE CONSIDERATION IF AND TO THE EXTENT THAT FOLLOWING
ANY SALE, ASSIGNMENT, PLEDGE, TRANSFER OR OTHER DISPOSITION OF SUCH COMMON STOCK
BY SUCH HOLDER, THE TRANSFEROR, ITS AFFILIATES AND ITS PERMITTED THIRD-PARTY
TRANSFEREES IN ACCORDANCE WITH THIS AGREEMENT AND THE FOURTH AMENDED AND
RESTATED LIMITED LIABILITY COMPANY RETAIN BENEFICIAL OWNERSHIP OF AT LEAST FIFTY
PERCENT (50%) OF THE SUM OF (X) THE CLASS A COMMON STOCK CONSTITUTING EXCHANGE
CONSIDERATION AND (Y) THE COMMON STOCK CONSTITUTING THE AGGREGATE CAPITAL
CONTRIBUTIONS OF THE SERIES I MEMBERS UNDER THE FOURTH AMENDED AND RESTATED
LIMITED LIABILITY COMPANY (AS ADJUSTED FOR STOCK SPLITS, CONSOLIDATIONS,
RECAPITALIZATIONS, REORGANIZATIONS, MERGERS AND SIMILAR EVENTS AFFECTING THE NEW
PARENT CAPITAL).
FOLLOWING THE SECOND ANNIVERSARY OF THE DATE OF THIS
AGREEMENT, THE TRANSFER RESTRICTIONS SET FORTH IN SECTION 9.1 WITH RESPECT TO
THE EXCHANGE CONSIDERATION SHALL TERMINATE.
IN ADDITION, ANY SUCH TRANSFER
RESTRICTIONS SHALL TERMINATE AND CEASE TO APPLY FOLLOWING A LOCK-UP TERMINATION
EVENT.
(C)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
THIS AGREEMENT, SUBJECT TO ANY APPLICABLE PROVISIONS OF THE INSIDER TRADING
POLICY OF NEW PARENT, THE UNICREDIT PARTIES AND THEIR AFFILIATES SHALL NOT BE
RESTRICTED FROM ENGAGING IN HEDGING OR DERIVATIVES TRANSACTIONS WITH RESPECT TO
SHARES OF COMMON STOCK OF NEW PARENT.
SUBJECT TO RECEIVING INFORMATION
REGARDING THE BENEFICIAL OWNERSHIP OF COMMON STOCK BY THE UNICREDIT PARTIES AND
THEIR AFFILIATES THROUGH RAMIUS IN ACCORDANCE WITH THE FOURTH AMENDED AND
RESTATED LIMITED LIABILITY COMPANY OF RAMIUS, THE UNICREDIT PARTIES SHALL
PROVIDE WRITTEN NOTICE TO RAMIUS AND NEW PARENT REASONABLY PROMPTLY UPON
BECOMING AWARE THAT