BE RECEIVED IN RESPECT OF THE SECURITYHOLDER
SHARES TO BE SOLD) IN ANY INDEMNIFICATION OR OTHER OBLIGATIONS THAT THE
SECTION 3(C) TRANSFERRING SECURITYHOLDER AGREES TO PROVIDE IN CONNECTION WITH
SUCH TRANSFER (OTHER THAN ANY SUCH OBLIGATIONS THAT RELATE SPECIFICALLY TO A
PARTICULAR SECURITYHOLDER SUCH AS INDEMNIFICATION WITH RESPECT TO
REPRESENTATIONS AND WARRANTIES GIVEN BY A SECURITYHOLDER REGARDING SUCH
SECURITYHOLDER'S TITLE TO AND OWNERSHIP OF SUCH SECURITYHOLDER'S SECURITYHOLDER
SHARES); PROVIDED, THAT (I) NO INDEMNIFICATION OBLIGATION OF ANY SECURITYHOLDER
SHALL EXCEED THE AGGREGATE NET CONSIDERATION TO BE RECEIVED BY SUCH
SECURITYHOLDER IN CONNECTION WITH SUCH TRANSFER, (II) NO SECURITYHOLDER WHICH IS
AN INSTITUTIONAL INVESTOR OR INVESTMENT FUND SHALL BE REQUIRED TO ENTER INTO ANY
NON-COMPETITION, NON-SOLICITATION OR SIMILAR ARRANGEMENT WHICH SURVIVES THE
CLOSING OF SUCH TRANSFER, AND (III) NO SECURITYHOLDER SHALL BE REQUIRED TO ENTER
INTO A NEW NON-COMPETITION, NON-SOLICITATION OR SIMILAR ARRANGEMENT WHICH
SURVIVES THE CLOSING OF SUCH TRANSFER THAT IS MORE RESTRICTIVE THAN ANY
NON-COMPETITION, NON-SOLICITATION OR SIMILAR ARRANGEMENT TO WHICH SUCH
SECURITYHOLDER IS SUBJECT PRIOR TO THE CONSUMMATION OF SUCH TRANSFER.
(IV)
NO SECURITYHOLDER SHARES THAT HAVE BEEN TRANSFERRED IN A TRANSFER
PURSUANT TO THE PROVISIONS OF SECTION 3(C) ("EXCLUDED SECURITIES") SHALL BE
SUBJECT AGAIN TO THE RESTRICTIONS SET FORTH IN THIS SECTION 3(C), NOR SHALL ANY
SECURITYHOLDER HOLDING
6
EXCLUDED SECURITIES BE ENTITLED TO EXERCISE ANY RIGHTS AS A PARTICIPATION
SECURITYHOLDER UNDER THIS SECTION 3(C) WITH RESPECT TO SUCH EXCLUDED SECURITIES,
AND NO EXCLUDED SECURITIES HELD BY A SECURITYHOLDER SHALL BE COUNTED IN
DETERMINING THE RESPECTIVE PARTICIPATION RIGHTS OF THE SECTION 3(C) TRANSFERRING
SECURITYHOLDER AND THE PARTICIPATION SECURITYHOLDERS IN A TRANSFER SUBJECT TO
SECTION 3(C).
(D)
PERMITTED TRANSFERS.
THE RESTRICTIONS SET FORTH IN THIS SECTION 3 SHALL
NOT APPLY WITH RESPECT TO ANY TRANSFER OF SECURITYHOLDER SHARES BY ANY
SECURITYHOLDER (I) IN THE CASE OF ANY SECURITYHOLDER WHO IS A NATURAL PERSON OR
A GRANTOR RETAINED ANNUITY TRUST, (A) PURSUANT TO APPLICABLE LAWS OF DESCENT AND
DISTRIBUTION OR TO OR AMONG MEMBERS OF SUCH SECURITYHOLDER'S OR GRANTOR'S FAMILY
(PROVIDED, THAT IN THE CASE OF A TRANSFER BY A SECURITYHOLDER TO A MEMBER OF HIS
FAMILY (OTHER THAN A MEMBER OF HIS FAMILY THAT IS ALSO A SECURITYHOLDER ON THE
DATE OF THIS AGREEMENT), SUCH SECURITYHOLDER RETAINS THE RIGHT TO VOTE AND
DIRECT THE DISPOSITION OF SUCH SECURITYHOLDER SHARES) OR (B) FOR ESTATE PLANNING
PURPOSES OR (II) BY ANY BSMB INVESTOR TO ANY MEMBER OF THE BSMB GROUP (ALL
TRANSFEREES UNDER (I) AND (II) ARE COLLECTIVELY REFERRED TO HEREIN AS "PERMITTED
TRANSFEREES").
IF ANY SECURITYHOLDER TRANSFERS SECURITYHOLDER SHARES TO AN
AFFILIATE AND AN EVENT OCCURS WHICH CAUSES SUCH AFFILIATE TO CEASE TO BE AN
AFFILIATE OF SUCH SECURITYHOLDER, THEN, UNLESS PRIOR TO SUCH EVENT, SUCH
AFFILIATE TRANSFERS SUCH SECURITYHOLDER SHARES BACK TO SUCH SECURITYHOLDER, SUCH
EVENT SHALL BE DEEMED A TRANSFER OF SECURITYHOLDER SHARES SUBJECT TO ALL OF THE
RESTRICTIONS ON TRANSFERS OF SECURITYHOLDER SHARES SET FORTH IN THIS AGREEMENT,
INCLUDING WITHOUT LIMITATION, THIS SECTION 3.
(E)
TRANSFEREES BOUND BY AGREEMENT.
PRIOR TO TRANSFERRING ANY SECURITYHOLDER
SHARES (OTHER