NOT TRANSFER ANY INTEREST IN ANY EXECUTIVE 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 EXECUTIVE 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
EXECUTIVE 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 EXECUTIVE SECURITIES PREVIOUSLY TRANSFERRED BY EXECUTIVE, EXECUTIVE TRUST,
AQUILA, AQUILA 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
EXECUTIVE SECURITIES AFTER ANY TRANSFER OF THE TYPE REFERRED TO IN CLAUSE
(I) ABOVE AND THE TRANSFEREES OF SUCH EXECUTIVE SECURITIES MUST AGREE IN WRITING
TO BE BOUND BY THE PROVISIONS OF THIS AGREEMENT.
ANY TRANSFEREE OF EXECUTIVE
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 EXECUTIVE SECURITIES PURSUANT TO THIS SECTION 4(B), THE
TRANSFERRING HOLDER OF EXECUTIVE SECURITIES WILL DELIVER A WRITTEN NOTICE (A
"TRANSFER
8
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 RESPECT TO EACH SHARE OF EXECUTIVE SECURITIES UNTIL THE
EARLIER OF (I) THE DATE ON WHICH SUCH SHARE OF EXECUTIVE 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 EXECUTIVE SECURITIES.
(A)
LEGEND.
THE CERTIFICATES REPRESENTING THE EXECUTIVE SECURITIES WILL BEAR
A LEGEND IN SUBSTANTIALLY THE FOLLOWING FORM:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF
MAY