AND ADVISORS TO (OR ANY ENTITY
FORMED FOR THEIR BENEFIT) THE INVESTORS, THE COMPANY OR ANY OF THEIR RESPECTIVE
AFFILIATES AND/OR (III) TRANSFERS ON OR PRIOR TO THE FIRST ANNIVERSARY OF THE
DATE HEREOF BY THE INVESTORS OF UP TO 3,388,065 CLASS A COMMON UNITS (IN THE
AGGREGATE, AFTER GIVING EFFECT TO ALL PRIOR SALES AND THE SALE AT ISSUE) AND UP
TO 376,038 CLASS A PREFERRED UNITS (IN THE AGGREGATE, AFTER GIVING EFFECT TO ALL
PRIOR SALES AND THE SALE AT ISSUE) TO ONE OR MORE PERSONS (A PERSON ACQUIRING
SECURITIES FROM AN INVESTOR IN RELIANCE ON THIS CLAUSE (III), AN "INVESTOR
TRANSFEREE"). EACH INVESTOR TRANSFEREE SHALL JOIN THIS AGREEMENT IN THE CAPACITY
OF AN OTHER SECURITYHOLDER; PROVIDED THAT, SOLELY FOR PURPOSES OF THIS SECTION
2, SUCH INVESTOR TRANSFEREE SHALL BE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET
FORTH IN THIS SECTION 2 AS IF SUCH INVESTOR TRANSFEREE WERE TREATED AS AN
INVESTOR FOR PURPOSES OF THIS SECTION 2 (PROVIDED THAT THE EXCEPTIONS CONTAINED
IN CLAUSES (II) AND (III) OF THIS SECTION 2(C) SHALL NOT BE AVAILABLE TO SUCH
INVESTOR TRANSFEREE).
(D)
THE RESTRICTIONS ON THE TRANSFER OF
SECURITIES SET FORTH IN THIS SECTION 2 SHALL TERMINATE WITH RESPECT TO A
SECURITY UPON ITS TRANSFER PURSUANT TO THIS SECTION 2, SUBJECT TO THE LAST
SENTENCE OF SECTION 2(C).
(E)
THIS SECTION 2 SHALL TERMINATE UPON THE
FIRST TO OCCUR OF (I) IMMEDIATELY AFTER THE CONSUMMATION OF A SALE OF THE
COMPANY AND (II) THE CONSUMMATION OF A QUALIFIED PUBLIC OFFERING AND WILL NOT
APPLY TO A TRANSFER WHICH IS A PUBLIC SALE.
3.
FIRST REFUSAL RIGHTS.
(A)
PRIOR TO MAKING ANY TRANSFER OF SECURITIES
AND AFTER OBTAINING THE CONSENT OF THE HOLDERS OF A MAJORITY OF THE INVESTOR
SECURITIES TO SUCH TRANSFER, ANY OTHER SECURITYHOLDER DESIRING TO MAKE SUCH
TRANSFER (THE "TRANSFERRING SECURITYHOLDER") WILL GIVE WRITTEN NOTICE (THE "SALE
NOTICE") TO THE COMPANY AND THE HOLDERS OF INVESTOR SECURITIES (COLLECTIVELY,
THE "SALE
4
NOTICE RECIPIENTS"). THE SALE NOTICE WILL DISCLOSE IN REASONABLE DETAIL THE
IDENTITY OF THE PROSPECTIVE TRANSFEREE(S), THE NUMBER OF UNITS OF SECURITIES TO
BE TRANSFERRED AND THE TERMS AND CONDITIONS OF THE PROPOSED TRANSFER. SUCH
TRANSFERRING SECURITYHOLDER WILL NOT CONSUMMATE ANY TRANSFER UNTIL 45 DAYS AFTER
THE SALE NOTICE HAS BEEN GIVEN TO THE SALE NOTICE RECIPIENTS, UNLESS THE PARTIES
TO THE TRANSFER HAVE BEEN FINALLY DETERMINED PURSUANT TO THIS SECTION 3 PRIOR TO
THE EXPIRATION OF SUCH 45-DAY PERIOD. (THE DATE OF THE FIRST TO OCCUR OF SUCH
EVENTS IS REFERRED TO HEREIN AS THE "AUTHORIZATION DATE".)
(B)
THE COMPANY MAY ELECT TO PURCHASE ALL (BUT
NOT LESS THAN ALL) OF SUCH SECURITIES TO BE TRANSFERRED UPON THE SAME TERMS AND
CONDITIONS AS THOSE SET FORTH IN THE SALE NOTICE BY DELIVERING A WRITTEN NOTICE
OF SUCH ELECTION TO THE TRANSFERRING SECURITYHOLDER AND THE SALE NOTICE
RECIPIENTS (OTHER THAN THE COMPANY) WITHIN 20 DAYS AFTER THE SALE NOTICE HAS
BEEN GIVEN TO THE COMPANY. IF THE COMPANY HAS NOT ELECTED TO PURCHASE ALL OF