Common use of Certain Permitted Transfers Clause in Contracts

Certain Permitted Transfers. The restrictions in this Section 4 will not apply with respect to any Transfer of Carried Shares 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, (ii) in connection with the Company’s initial Public Offering of the Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares to the extent set forth in the Company’s Registration Statement on Form S-1 (Registration No. 333-120444) filed with the Securities and Exchange Commission on November 12, 2004, as amended, or (iii) at such time as the Investors sell Common Shares to any unaffiliated third party, but in the case of this clause (iii) only an amount of shares (the “Transfer Amount”) equal to the lesser of (A) the number of Vested Shares owned by Executive and (B) the number of Common Shares owned by Executive multiplied by a fraction (the “Transfer Fraction”), the numerator of which is the number of Common Shares sold by the Investors in such sale and the denominator of which is the total number of Common Shares held by the Investors prior to the sale; provided that, if at the time of such sale of Common Shares by the Investors, Executive chooses not to Transfer the Transfer Amount, Executive shall retain the right to Transfer an amount of Common Shares at a future date equal to the lesser of (x) the number of Vested Shares owned by Executive at such future date and (y) the number of Common Shares owned by Executive at such future date multiplied by the Transfer Fraction; provided further that the restrictions contained in this Section 4 will continue to be applicable to the Carried Shares after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares must agree in writing to be bound by the provisions of this Agreement. Any transferee of Carried Shares pursuant to a Transfer in accordance with the provisions of this Section 4(b)(i) is herein referred to as a “Permitted Transferee.” Upon the Transfer of Carried Shares pursuant to this Section 4(b), the transferring holder of Carried Shares will deliver a written notice (a “Transfer 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).

Certain Permitted Transfers. (a) The restrictions restriction contained in this Section 4 will 7.1 shall not apply with respect to any Transfer of Carried all or any Class A Shares made by any Holdco Stockholder (i) that is previously approved in writing by the Unilever Stockholder, which approval may be granted or withheld in the Unilever Stockholder’s sole discretion (such approval being deemed to be given by virtue of the execution of this Agreement in respect of any Transfer of Class A Shares made 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 GroupSection 7.2), (ii) in connection with the Company’s initial Public Offering to any other Holdco Group Member of the Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares to the extent set forth in the Company’s Registration Statement on Form S-1 (Registration No. 333-120444) filed with the Securities and Exchange Commission on November 12which Holdco has Holdco Required Control, 2004, as amended, or (iii) at in an Approved Sale or (iv) pursuant to Section 7.9; provided, that such time as the Investors sell Common Shares to any unaffiliated third party, but in the case of this clause (iii) only an amount of shares (the “Transfer Amount”) equal to the lesser of (A) the number of Vested Shares owned by Executive and (B) the number of Common Shares owned by Executive multiplied by a fraction (the “Transfer Fraction”), the numerator of which is the number of Common Shares sold by the Investors in such sale and the denominator of which is the total number of Common Shares held by the Investors prior to the sale; provided that, if at the time of such sale of Common Shares by the Investors, Executive chooses not to Transfer the Transfer Amount, Executive restriction shall retain the right to Transfer an amount of Common Shares at a future date equal to the lesser of (x) the number of Vested Shares owned by Executive at such future date and (y) the number of Common Shares owned by Executive at such future date multiplied by the Transfer Fraction; provided further that the restrictions contained in this Section 4 will continue to be applicable to the Carried Class A Shares after any such Transfer, the Transferees of such Class A Shares shall have executed an Assumption Agreement and the Transferring Stockholder promptly notifies the Company and the Unilever Stockholder of the names of such Transferees. (b) The restriction contained in Section 7.1 shall not apply with respect to any Transfer of (1) all or any Class B Shares by the type referred to in clause Unilever Stockholder (i) above that is previously approved in writing by the Holdco Stockholder, which approval may be granted or withheld in the Holdco Stockholder’s sole discretion (such approval being deemed to be given by virtue of the execution of this Agreement in respect of any Transfer of Class B Shares made pursuant to Section 7.2), (ii) to any other Unilever Group Member of which Unilever has Unilever Required Control, (iii) in an Approved Sale, or (iv) pursuant to Section 7.3(f) or (2) all of the Additional Shares to Holdco pursuant to Section 7.9; provided, that such restriction shall continue to be applicable to the Class B Shares after any such Transfer, the Transferees of such Class B Shares shall have executed an Assumption Agreement and the transferees Transferring Stockholder promptly notifies the Company and the Holdco Stockholder of the names of such Carried Transferees. (c) Notwithstanding the foregoing, subject to such limitations as the non-Transferring Stockholders may reasonably request, the Transfer of Shares must agree in writing by a Stockholder pursuant to subsection (a) or (b) (as the case may be) of this Section 7.3 at any time to a member of such Transferring Stockholder’s Group shall be subject to the Transferring Stockholder entering into an agreement with the other Stockholders providing that so long as such Transferee holds such Transferring Stockholder’s Shares, such Transferee will remain a member of such Transferring Stockholder’s Group. If such Transferee ceases to be bound by such a member, the foregoing Transfer will be deemed, without further action, to have been rescinded. (d) Notwithstanding any other provisions of this Agreement. Any transferee Article VII, no Transfer of Carried Shares or any other interest in the Company may be made unless in the opinion of counsel (who may be counsel for the Company), such Transfer would not require registration under the Securities Act or any state or provincial securities or “blue sky” laws applicable to the Company or the interest to be Transferred, or cause the Company to be required to register as an “investment company” under the Investment Company Act of 1940, as amended. (e) The Transferor and Transferee of any Shares or other interest in the Company shall be jointly and severally obligated to reimburse the Company for all reasonable expenses (including attorneys’ fees and expenses) incurred by it in connection with any Transfer or proposed Transfer (other than a Transfer effected pursuant to Section 7.2 or Article VIII), whether or not consummated. (f) During the Initial Sale Period, the Unilever Stockholder shall be entitled, subject to Sections 7.3(g) and 7.3(h), to effect a Transfer Unilever Sale of all, but not less than all, of the Unilever Shares then beneficially owned by the Unilever Group Members to no more than one Person (the “Relevant Transferee”) in accordance with the provisions of this Agreement, but in addition to the rights set forth in Section 4(b)(i8.13; provided that (i) is herein referred all necessary consents and approvals of Governmental Authorities shall have been obtained (each of the Stockholders and the Company agreeing to use all reasonable efforts to obtain such consents and approvals), (ii) the Holdco Stockholder shall have the right to approve any purchaser of such Unilever Shares which approval shall not be unreasonably withheld or delayed, (iii) such sale would not violate or result in a termination or conversion of the brand license agreement, dated as of May 3, 2002, between S.C. Xxxxxxx & Son, Inc. and the Company, as amended as of the date hereof (the “Brand License Agreement”), (iv) the Relevant Transferee shall not be an SCJ Competitor (as defined in the Brand License Agreement) (an “SCJ Competitor”) and (v) such Unilever Sale would not constitute a change of control under the Credit Agreement. In connection with any such proposed Unilever Sale (an “Early Unilever Sale”), the Unilever Stockholder may submit to the Company a list of proposed purchasers, and the Company shall use commercially reasonable efforts to review such list with S.C. Xxxxxxx & Son, Inc. for the purpose of obtaining S.C. Xxxxxxx & Son, Inc.’s consent to such Early Unilever Sale so as to prevent a termination or conversion of the Brand License Agreement and to notify the Unilever Stockholder in writing whether it or S.C. Xxxxxxx & Son, Inc. considers that any such purchaser constitutes, at the date of such request, an SCJ Competitor. Notwithstanding the foregoing, if following the receipt of a Put Notice, the Company shall have acquired more than 50% of the Unilever Shares, the Unilever Stockholder’s right to effect an Early Unilever Sale shall be suspended unless and until the Unilever Stockholder shall have given a subsequent Put Notice applicable to the Remaining Unilever Shares. (g) From May 3, 2007 through May 2, 2008, prior to commencing an Early Unilever Sale, the Unilever Stockholder shall deliver a notice (a “Permitted TransfereeFirst Offer Notice”) to the Company stating (i) its bona fide intention to pursue an Early Unilever Sale, (ii) the number of Unilever Shares then beneficially owned by the Unilever Group Members (the “Noticed Shares”) and (iii) the price per share at which it proposes to sell the Noticed Shares (the “First Offer Price”). For a period of 30 days after receipt of the First Offer Notice, the Company shall have the option, but not the obligation, to elect to purchase all, but not less than all, of the Noticed Shares at the First Offer Price.” Upon (i) If the Transfer of Carried Company elects to purchase all the Noticed Shares pursuant to this Section 4(b7.3(g), it shall give written notice of said election to the Unilever Stockholder within the 30-day period following receipt of the First Offer Notice. The closing of the purchase of the Noticed Shares pursuant to this Section 7.3(g) (a “First Offer Sale”) shall take place at the offices of the Company on a date as the Company shall specify by notice to the Unilever Stockholder, which date shall not be later than 90 calendar days after the later to occur of (i) the date the First Offer Notice is received by the Company or (ii) the date on which any consents or approvals necessary for the purchase of the Noticed Shares shall have been obtained (such date, the “First Offer Closing Date”). On the First Offer Closing Date, the Company shall be entitled to receive the representations and warranties from the Unilever Stockholder described in Section 8.7(b). At the First Offer Closing Date, the Unilever Stockholder shall deliver to the Company a certificate or certificates (properly endorsed or accompanied by stock powers or similar appropriate documentation of authority to transfer) evidencing the number of Noticed Shares then to be purchased by the Company, and the Company shall deliver payment of the First Offer Price for the Noticed Shares by wire transfer of immediately available funds. (ii) If the Company does not elect to purchase the Noticed Shares, or fails to provide written notice of its election to the Unilever Stockholder within the 30-day period following receipt of the First Offer Notice, the Unilever Stockholder may commence an Early Unilever Sale. (h) If, after compliance with Section 7.3(g), the transferring holder of Carried Shares will Unilever Stockholder has commenced an Early Unilever Sale to a Relevant Transferee, the Unilever Stockholder shall deliver a written notice (a “Transfer ROFR Notice”) to the Company. In the case of a Transfer pursuant to clause Company stating (i) hereofits bona fide intention to effect an Early Unilever Sale, (ii) the number of Noticed Shares, (iii) the price per share at which it proposes to sell the Noticed Shares (the “ROFR Price”) and the terms of payment for such shares, (iv) the name and address of the proposed Relevant Transferee and (v) all other material terms and conditions of sale. For a period of 30 days after receipt of the ROFR Notice, the Transfer Notice will disclose in reasonable detail Company shall have the identity option, but not the obligation, to elect to purchase all, but not less than all, of the Permitted Transferee(sNoticed Shares. If the Company elects to purchase all the Noticed Shares, it shall give written notice of said election to the Unilever Stockholder within the 30-day period following receipt of the ROFR Notice. The price per share of the Noticed Shares purchased pursuant to this Section 7.3(h) shall be the sum of the ROFR Price and an amount equal to 3.0% of the ROFR Price (the “Premium”); provided that in no event shall the aggregate Premium be less than $10.0 million or more than $15.0 million. Notwithstanding the foregoing, if at any time prior to the date of the ROFR Notice, the Company has purchased more than 50% of the Unilever Shares pursuant to this Agreement, the minimum and maximum limitations applicable to the aggregate Premium under this Section 7.3(h) shall be reduced pro rata based on the relation of the number of Noticed Shares pursuant to the ROFR Notice to the number of Unilever Shares as of the Closing Date. The Premium shall be paid by the Holdco Stockholder. The purchase of the Noticed Shares shall be in all other material respects on the same terms and subject to the same conditions as those set forth in the ROFR Notice. If the Company does not elect to purchase all of the Noticed Shares, then none of such Noticed Shares shall be purchased by the Company, and the Unilever Stockholder may sell all, but not less than all, of such Noticed Shares to the Relevant Transferee named in the ROFR Notice at the price and on the terms and conditions specified in the ROFR Notice, provided that such Early Unilever Sale is consummated within 90 days of the date of the ROFR Notice to the Company (the “Early Unilever Sale Period”). Any purported Early Unilever Sale in violation of Section 7.3(g) or this Section 7.3(h) shall be void and ineffective, and shall not operate to transfer any interest in or title to the Unilever Stockholder’s Class B Shares to the purported Relevant Transferee. (i) The Company may elect to assign its rights under Sections 7.3(g) and (h) to the Holdco Stockholder and, if so assigned, all references to the Company in such sections shall be to the Holdco Stockholder.

Certain Permitted Transfers. The restrictions in this Section SECTION 4 will not apply with respect to any Transfer of Carried Shares Units made (i) pursuant to applicable laws of descent and distribution or to such Person’s 's legal guardian in the case of any mental incapacity or among such Person’s 's Family Group, or (ii) in connection with the Company’s initial Public Offering of the Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares to the extent set forth in the Company’s Registration Statement on Form S-1 (Registration No. 333-120444) filed with the Securities and Exchange Commission on November 12, 2004, as amended, or (iii) at such time as the Investors sell Common Shares to any unaffiliated third partyUnits in a Public Sale, but in the case of this clause CLAUSE (iiiii) only an amount of shares units (the “Transfer Amount”"TRANSFER AMOUNT") equal to the lesser of (A) the number of Vested Shares Units owned by Executive and (B) the number of Common Shares Units owned by Executive multiplied by a fraction (the “Transfer Fraction”"TRANSFER FRACTION"), the numerator of which is the number of Common Shares Units sold by the Investors in such sale Public Sale and the denominator of which is the total number of Common Shares Units held by the Investors prior to the salePublic Sale; provided PROVIDED that, if at the time of such sale a Public Sale of Common Shares units by the Investors, Executive chooses not to Transfer the Transfer Amount, Executive shall retain the right to Transfer an amount of Common Shares Units at a future date equal to the lesser of (x) the number of Vested Shares Units owned by Executive at such future date and (y) the number of Common Shares Units owned by Executive at such future date multiplied by the Transfer Fraction; provided PROVIDED further that the restrictions contained in this Section SECTION 4 will continue to be applicable to the Carried Shares Units after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares Units must agree in writing to be bound by the provisions of this Agreement. Any transferee of Carried Shares Units pursuant to a Transfer in accordance with the provisions of this Section SECTION 4(b)(i) is herein referred to as a “Permitted Transferee"PERMITTED TRANSFEREE.” " Upon the Transfer of Carried Shares Units pursuant to this Section SECTION 4(b), the transferring holder of Carried Shares Units will deliver a written notice (a “Transfer Notice”"TRANSFER 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).

Certain Permitted Transfers. The restrictions in this Section 4 SECTION 6 will not apply with respect to any Transfer of Carried Shares made (i) Executive Securities made pursuant to applicable laws of descent and distribution or to such Person’s 's legal guardian in the case of any mental incapacity or among such Person’s 's Family Group, Group or (ii) in connection with the Company’s initial Public Offering of the Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares to the extent set forth in the Company’s Registration Statement on Form S-1 (Registration No. 333-120444) filed with the Securities and Exchange Commission on November 12, 2004, as amended, or (iii) Units at such time as the Investors sell Common Shares to any unaffiliated third partyUnits in a Public Sale, but in the case of this clause (iiiii) only an amount of shares units (the “Transfer Amount”"TRANSFER AMOUNT") equal to the lesser of (A) the sum of the number of Vested Shares Carried Common Units and Co-Invest Common Units owned by Executive and (B) the result of the number of Common Shares Units owned by Executive multiplied by a fraction (the “Transfer Fraction”"TRANSFER FRACTION"), the numerator of which is the number of Common Shares Units sold by the Investors in such sale Public Sale and the denominator of which is the total number of Common Shares Units held by the Investors prior to the salePublic Sale; provided PROVIDED that, if at the time of such sale a Public Sale of Common Shares units by the Investors, Executive chooses not to Transfer the Transfer Amount, Executive shall retain the right to Transfer an amount of Common Shares Units at a future date equal to the lesser of (x) the sum of the number of Vested Shares Carried Common Units and Co-Invest Common Units owned by Executive at such future date and (y) the result of the number of Common Shares Units owned by Executive at such future date multiplied by the Transfer Fraction; provided PROVIDED further that the restrictions contained in this Section 4 SECTION 6 will continue to be applicable to the Carried Shares Executive Securities after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares Executive Securities must agree in writing to be bound by the provisions of this Agreement and the LLC Agreement. Any transferee of Carried Shares Executive Securities pursuant to a Transfer in accordance with the provisions of clause (i) of this Section 4(b)(iSECTION 6(b) is herein referred to as a “Permitted Transferee"PERMITTED TRANSFEREE.” " Upon the Transfer of Carried Shares Executive Securities pursuant to this Section 4(bSECTION 6(b), the transferring holder of Carried Shares Executive Securities will deliver a written notice (a “Transfer Notice”"TRANSFER 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).

Certain Permitted Transfers. The restrictions in this Section 4 SECTION 5 will not apply with respect to any Transfer of Carried Shares made (i) Executive Securities made pursuant to applicable laws of descent and distribution or to such Person’s 's legal guardian in the case of any mental incapacity or among such Person’s 's Family Group, Group or (ii) in connection with the Company’s initial Public Offering of the Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares to the extent set forth in the Company’s Registration Statement on Form S-1 (Registration No. 333-120444) filed with the Securities and Exchange Commission on November 12, 2004, as amended, or (iii) at such time as the Investors Purchasers sell Common Shares to any unaffiliated third partyin a Public Sale, but in the case of this clause (iiiii) only an amount of shares (the “Transfer Amount”"TRANSFER AMOUNT") equal to the lesser of (A) the sum of the number of Vested Shares and Co-Invest Common Shares owned by Executive and (B) the result of the number of Common Shares owned by Executive multiplied by a fraction (the “Transfer Fraction”"TRANSFER FRACTION"), the numerator of which is the number of Common Shares sold by the Investors Purchasers in such sale Public Sale and the denominator of which is the total number of Common Shares held by the Investors Purchasers prior to the salePublic Sale; provided PROVIDED that, if at the time of such sale a Public Sale of Common Shares by the InvestorsPurchasers, Executive chooses not to Transfer the Transfer Amount, Executive shall retain the right to Transfer an amount of Common Shares at a future date equal to the lesser of (x) the sum of the number of Vested Shares and Co-Invest Common Shares owned by Executive at such future date and (y) the result of the number of Common Shares owned by Executive at such future date multiplied by the Transfer Fraction; provided PROVIDED further that the restrictions contained in this Section 4 SECTION 5 will continue to be applicable to the Carried Shares Executive Securities after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares Executive Securities must agree in writing to be bound by the provisions of this Agreement and the Registration Agreement. Any transferee of Carried Shares Executive Securities pursuant to a Transfer in accordance with the provisions of clause (i) of this Section 4(b)(iSECTION 5(b) is herein referred to as a “Permitted Transferee"PERMITTED TRANSFEREE.” " Upon the Transfer of Carried Shares Executive Securities pursuant to this Section 4(bSECTION 5(b), the transferring holder of Carried Shares Executive Securities will deliver a written notice (a “Transfer Notice”"TRANSFER 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).

Certain Permitted Transfers. The restrictions in this Section 4 will not apply with respect to any Transfer of Carried Shares Units 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) in connection with the Company’s initial Public Offering of the Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares to the extent set forth in the Company’s Registration Statement on Form S-1 (Registration No. 333-120444) filed with the Securities and Exchange Commission on November 12, 2004, as amended, or (iii) at such time as the Investors sell Common Shares to any unaffiliated third partyUnits in a Public Sale, but in the case of this clause (iiiii) only an amount of shares units (the “Transfer Amount”) equal to the lesser of (A) the number of Vested Shares Units owned by Executive and (B) the number of Common Shares Units owned by Executive multiplied by a fraction (the “Transfer Fraction”), the numerator of which is the number of Common Shares Units sold by the Investors in such sale Public Sale and the denominator of which is the total number of Common Shares Units held by the Investors prior to the salePublic Sale; provided that, if at the time of such sale a Public Sale of Common Shares units by the Investors, Executive chooses not to Transfer the Transfer Amount, Executive shall retain the right to Transfer an amount of Common Shares Units at a future date equal to the lesser of (x) the number of Vested Shares Units owned by Executive at such future date and (y) the number of Common Shares Units owned by Executive at such future date multiplied by the Transfer Fraction; provided further that the restrictions contained in this Section 4 will continue to be applicable to the Carried Shares Units after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares Units must agree in writing to be bound by the provisions of this Agreement. Any transferee of Carried Shares Units pursuant to a Transfer in accordance with the provisions of this Section 4(b)(i) is herein referred to as a “Permitted Transferee.” Upon the Transfer of Carried Shares Units pursuant to this Section 4(b), the transferring holder of Carried Shares Units will deliver a written notice (a “Transfer 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).

Certain Permitted Transfers. The restrictions set forth in this Section 4 will 3(a)(i) shall not apply with respect to any Transfer of Carried Shares Executive Securities made (i) pursuant to applicable laws of descent and distribution or to such Person’s 's legal guardian in the case of any mental incapacity or among such Person’s 's Family Group, or (ii) in connection with the Company’s initial Public Offering of the Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares to the extent set forth in the Company’s Registration Statement on Form S-1 (Registration No. 333-120444) filed with the Securities and Exchange Commission on November 12, 2004, as amended, or (iii) at such time as the Investors sell Investor Group sells Common Shares to any unaffiliated third partyStock in a Public Sale, but in the case of this clause (iiiii) only an amount of shares (the “"Transfer Amount”") equal to the lesser of (A) the number of Vested Shares owned by the Executive and (B) the number of Common Shares owned by Executive Securityholder multiplied by a fraction (the “"Transfer Fraction”"), the numerator of which is the number of shares of Common Shares Stock sold by the Investors Investor Group in such sale Public Sale and the denominator of which is the total number of shares of Common Shares Stock held by the Investors Investor Group prior to the salePublic Sale; provided that, if at the time of such sale of Common Shares a Public Sale by the InvestorsInvestor Group, the Executive Securityholder chooses not to Transfer the Transfer Amount, the Executive Securityholder shall retain the right to Transfer an amount of Common Vested Shares at a future date equal to the lesser of (x) the number of Vested Shares owned by the Executive at such future date and (y) the number of Common Shares owned by Executive Securityholder at such future date multiplied by the Transfer Fraction; provided further that that, the restrictions contained in this Section 4 3 will continue to be applicable to the Carried Shares Executive Securities after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares must Executive Securities will agree in writing to be bound by the provisions of this Agreement. Any transferee of Carried Shares Executive Securities pursuant to a Transfer transfer in accordance with the provisions of this Section 4(b)(i3(b) is herein referred to as a “"Permitted Transferee.” " Upon the Transfer transfer of Carried Shares Executive Securities pursuant to this Section 4(b3(b), the transferring holder of Carried Shares Executive Securityholder will deliver a written notice (a “"Transfer 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).

Certain Permitted Transfers. The restrictions in this Section 4 will not apply with respect to any Transfer of Carried Shares 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) in connection with the Company’s initial Public Offering of the Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares subject to the extent restrictions on transfer set forth in the Company’s Registration Statement on Form S-1 Agreement (Registration No. 333-120444including, without limitation, in Section 3 thereof) filed with the Securities and Exchange Commission on November 12or any agreement entered into pursuant thereto, 2004, as amended, or (iii) of Class A Common Units at such time as the Investors sell Class A Common Shares to any unaffiliated third partyUnits in a Public Sale, but in the case of this clause (iiiii) only an amount of shares Class A Common Units (the “Transfer Amount”) equal to the lesser of (A) the sum of the number of Vested Shares Carried Common Units and Co-Invest Common Units owned by Executive and (B) the product of (I) the number of Class A Common Shares Units owned by Executive multiplied by and (II) a fraction (the “Transfer Fraction”), the numerator of which is the number of Class A Common Shares Units sold by the Investors in such sale Public Sale and the denominator of which is the total number of Class A Common Shares Units held by the Investors prior to the salesuch Public Sale; provided that, if at the time of such sale a Public Sale of Common Shares units by the Investors, Executive chooses not to Transfer the Transfer Amount, Executive shall retain the right to Transfer an amount of Class A Common Shares Units at a future date equal to the lesser of (x) the sum of the number of Vested Shares Carried Common Units and Co-Invest Common Units owned by Executive at such future date and (y) the product of the number of Class A Common Shares Units owned by Executive at such future date multiplied by and the Transfer Fraction; provided further that the restrictions contained in this Section 4 will continue to be applicable to the Carried Shares Executive Securities after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares Executive Securities must agree in writing to be bound by the provisions of this Agreement. Any transferee of Carried Shares Executive Securities pursuant to a Transfer in accordance with the provisions of clause (i) of this Section 4(b)(i4(b) is herein referred to as a “Permitted Transferee.” Upon the Transfer of Carried Shares Executive Securities pursuant to this Section 4(b), the transferring holder of Carried Shares Executive Securities will deliver a written notice (a “Transfer 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).

Certain Permitted Transfers. The restrictions in this Section 4 SECTION 6 will not apply with respect to any Transfer of Carried Shares made (i) Executive Securities made pursuant to applicable laws of descent and distribution or to such Person’s 's legal guardian in the case of any mental incapacity or among such Person’s 's Family Group, Group or (ii) in connection with the Company’s initial Public Offering of the Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares to the extent set forth in the Company’s Registration Statement on Form S-1 (Registration No. 333-120444) filed with the Securities and Exchange Commission on November 12, 2004, as amended, or (iii) Units at such time as the Investors sell Common Shares to any unaffiliated third partyUnits in a Public Sale, but in the case of this clause (iiiii) only an amount of shares units (the “Transfer Amount”"TRANSFER AMOUNT") equal to the lesser of (A) the number of Vested Shares Common Units owned by Executive and (B) the result of the number of Common Shares Units owned by Executive multiplied by a fraction (the “Transfer Fraction”"TRANSFER FRACTION"), the numerator of which is the number of Common Shares Units sold by the Investors in such sale Public Sale and the denominator of which is the total number of Common Shares Units held by the Investors prior to the salePublic Sale; provided PROVIDED that, if at the time of such sale a Public Sale of Common Shares units by the Investors, Executive chooses not to Transfer the Transfer Amount, Executive shall retain the right to Transfer an amount of Common Shares Units at a future date equal to the lesser of (x) the number of Vested Shares Common Units owned by Executive at such future date and (y) the result of the number of Common Shares Units owned by Executive at such future date multiplied by the Transfer Fraction; provided PROVIDED further that the restrictions contained in this Section 4 SECTION 6 will continue to be applicable to the Carried Shares Executive Securities after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares Executive Securities must agree in writing to be bound by the provisions of this Agreement, the LLC Agreement, the Securityholders Agreement and the Registration Agreement. Any transferee of Carried Shares Executive Securities pursuant to a Transfer in accordance with the provisions of clause (i) of this Section 4(b)(iSECTION 6(b) is herein referred to as a “Permitted Transferee"PERMITTED TRANSFEREE.” " Upon the Transfer of Carried Shares Executive Securities pursuant to this Section 4(bSECTION 6(b), the transferring holder of Carried Shares Executive Securities will deliver a written notice (a “Transfer Notice”"TRANSFER 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).

Certain Permitted Transfers. The restrictions in this Section 4 will not apply with respect to any Transfer of Carried Shares 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) in connection with the Company’s initial Public Offering of the Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares subject to the extent restrictions on transfer set forth in the Company’s Registration Statement on Form S-1 Agreement (Registration No. 333-120444including, without limitation, in Section 3 thereof) filed with the Securities and Exchange Commission on November 12or any agreement entered into pursuant thereto, 2004, as amended, or (iii) of Class A Common Units at such time as the Investors sell Class A Common Shares to any unaffiliated third partyUnits in a Public Sale, but in the case of this clause (iiiii) only an amount of shares Class A Common Units (the “Transfer Amount”) equal to the lesser of (A) the sum of the number of Vested Shares Carried Common Units and Co-Invest Common Units owned by Executive Purchaser and (B) the product of (I) the number of Class A Common Shares Units owned by Executive multiplied by Purchaser and (II) a fraction (the “Transfer Fraction”), the numerator of which is the number of Class A Common Shares Units sold by the Investors in such sale Public Sale and the denominator of which is the total number of Class A Common Shares Units held by the Investors prior to the salesuch Public Sale; provided that, if at the time of such sale a Public Sale of Common Shares units by the Investors, Executive Purchaser chooses not to Transfer the Transfer Amount, Executive Purchaser shall retain the right to Transfer an amount of Class A Common Shares Units at a future date equal to the lesser of (x) the sum of the number of Vested Shares Carried Common Units and Co-Invest Common Units owned by Executive Purchaser at such future date and (y) the product of the number of Class A Common Shares Units owned by Executive Purchaser at such future date multiplied by and the Transfer Fraction; provided further that the restrictions contained in this Section 4 will continue to be applicable to the Carried Shares Securities after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares Securities must agree in writing to be bound by the provisions of this Agreement. Any transferee of Carried Shares Securities pursuant to a Transfer in accordance with the provisions of clause (i) of this Section 4(b)(i4(b) is herein referred to as a “Permitted Transferee.” Upon the Transfer of Carried Shares Securities pursuant to this Section 4(b), the transferring holder of Carried Shares Securities will deliver a written notice (a “Transfer 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).

Certain Permitted Transfers. The restrictions in this Section 4 SECTION 5 will not apply with respect to any Transfer of Carried Shares made (i) Executive Securities made pursuant to applicable laws of descent and distribution or to such Person’s 's legal guardian in the case of any mental incapacity or among such Person’s 's Family Group, Group or (ii) in connection with the Company’s initial Public Offering of the Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares to the extent set forth in the Company’s Registration Statement on Form S-1 (Registration No. 333-120444) filed with the Securities and Exchange Commission on November 12, 2004, as amended, or (iii) at such time as the Investors Purchasers sell Common Shares to any unaffiliated third partyin a Public Sale, but in the case of this clause (iiiii) only an amount of shares (the “Transfer Amount”"TRANSFER AMOUNT") equal to the lesser of (A) the number of Vested Shares owned by Executive and (B) the result of the number of Common Shares owned by Executive multiplied by a fraction (the “Transfer Fraction”"TRANSFER FRACTION"), the numerator of which is the number of Common Shares sold by the Investors Purchasers in such sale Public Sale and the denominator of which is the total number of Common Shares held by the Investors Purchasers prior to the salePublic Sale; provided PROVIDED that, if at the time of such sale a Public Sale of Common Shares by the InvestorsPurchasers, Executive chooses not to Transfer the Transfer Amount, Executive shall retain the right to Transfer an amount of Common Shares at a future date equal to the lesser of (x) the number of Vested Shares owned by Executive at such future date and (y) the result of the number of Common Shares owned by Executive at such future date multiplied by the Transfer Fraction; provided PROVIDED further that the restrictions contained in this Section 4 SECTION 5 will continue to be applicable to the Carried Shares Executive Securities after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares Executive Securities must agree in writing to be bound by the provisions of this Agreement and the Registration Agreement. Any transferee of Carried Shares Executive Securities pursuant to a Transfer in accordance with the provisions of clause (i) of this Section 4(b)(iSECTION 5(b) is herein referred to as a “Permitted Transferee"PERMITTED TRANSFEREE.” " Upon the Transfer of Carried Shares Executive Securities pursuant to this Section 4(bSECTION 5(b), the transferring holder of Carried Shares Executive Securities will deliver a written notice (a “Transfer Notice”"TRANSFER 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).

Certain Permitted Transfers. The restrictions set forth in this Section 4 will 3 shall not apply with respect to any Transfer of Carried Shares 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) in connection with the Company’s initial Public Offering of the Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares to the extent set forth in the Company’s Registration Statement on Form S-1 (Registration No. 333-120444) filed with the Securities and Exchange Commission on November 12, 2004, as amended, or (iii) at such time as the Investors sell CHS Group sells Common Shares to any unaffiliated third partyUnits in a Public Sale, but in the case of this clause (iiiii) only an amount of shares Common Units (the “Transfer Amount”) equal to the lesser of (A) the number of Vested Shares owned by Executive and (B) the number of Common Shares Units owned by the Executive Securityholder multiplied by a fraction (the “Transfer Fraction”), the numerator of which is the number of Common Shares Units sold by the Investors CHS Group in such sale Public Sale and the denominator of which is the total number of Common Shares Units held by the Investors CHS Group prior to the salePublic Sale; provided that, if at the time of such sale of Common Shares a Public Sale by the InvestorsCHS Group, the Executive Securityholder chooses not to Transfer the Transfer Amount, the Executive Securityholder shall retain the right to Transfer an amount of Common Shares Units at a future date equal to the lesser of (x) the number of Vested Shares owned by Executive at such future date and (y) the number of Common Shares Units owned by the Executive Securityholder at such future date multiplied by the Transfer Fraction; provided further that that, the restrictions contained in this Section 4 3 will continue to be applicable to the Carried Shares Executive Securities after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares must Executive Securities will agree in writing to be bound by the provisions of this Agreement. Any transferee of Carried Shares Executive Securities pursuant to a Transfer transfer in accordance with the provisions of this Section 4(b)(i3(b) is herein referred to as a “Permitted Transferee.” Upon the Transfer transfer of Carried Shares Executive Securities pursuant to this Section 4(b3(b), the transferring holder of Carried Shares Executive Securityholder will deliver a written notice (a “Transfer 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).

Certain Permitted Transfers. The restrictions in this Section 4 5 will not apply with respect to any Transfer of Carried Shares Common 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, (ii) in connection with the Company’s initial Public Offering of the Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares to the extent set forth in the Company’s Registration Statement on Form S-1 (Registration No. 333-120444) filed with the Securities and Exchange Commission on November 12, 2004, as amended, or (iii) at such time as the Investors sell Common Shares to any unaffiliated third party, but in the case of this clause (iii) only an amount of shares (the “Transfer Amount”) equal to the lesser of (A) the number of Vested Shares owned by Executive and (B) the number of Common Shares owned by Executive multiplied by a fraction (the “Transfer Fraction”), the numerator of which is the number of Common Shares sold by the Investors in such sale and the denominator of which is the total number of Common Shares held by the Investors prior to the such sale; provided that, if at the time of such sale of Common Shares by the Investors, Executive chooses not to Transfer the Transfer Amount, Executive shall retain the right to Transfer an amount of Common Shares at a future date equal to the lesser of (x) the number of Vested Shares owned by Executive at such future date and (y) the number of Common Shares owned by Executive at such future date multiplied by the Transfer Fraction; provided further that the restrictions contained in this Section 4 5 will continue to be applicable to the Carried Shares Common after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares Common must agree in writing to be bound by the provisions of this Agreement. Any transferee of Carried Shares Common pursuant to a Transfer in accordance with the provisions of this Section 4(b)(i5(b)(i) is herein referred to as a “Permitted Transferee.” Upon the Transfer of Carried Shares Common pursuant to this Section 4(b5(b), the transferring holder of Carried Shares Common will deliver a written notice (a “Transfer 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).

Certain Permitted Transfers. The restrictions in this Section 4 will not apply with respect to any Transfer of Carried Shares Units made (i) pursuant to applicable laws of descent and distribution or to such Person’s 's legal guardian in the case of any mental incapacity or among such Person’s 's Family Group, or (ii) in connection with the Company’s initial Public Offering of the Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares to the extent set forth in the Company’s Registration Statement on Form S-1 (Registration No. 333-120444) filed with the Securities and Exchange Commission on November 12, 2004, as amended, or (iii) at such time as the Investors sell Common Shares to any unaffiliated third partyUnits in a Public Sale, but in the case of this clause (iiiii) only an amount of shares units (the “"Transfer Amount”") equal to the lesser of (A) the number of Vested Shares Units owned by Executive and (B) the number of Common Shares Units owned by Executive multiplied by a fraction (the “"Transfer Fraction”"), the numerator of which is the number of Common Shares Units sold by the Investors in such sale Public Sale and the denominator of which is the total number of Common Shares Units held by the Investors prior to the salePublic Sale; provided that, if at the time of such sale a Public Sale of Common Shares units by the Investors, Executive chooses not to Transfer the Transfer Amount, Executive shall retain the right to Transfer an amount of Common Shares Units at a future date equal to the lesser of (x) the number of Vested Shares Units owned by Executive at such future date and (y) the number of Common Shares Units owned by Executive at such future date multiplied by the Transfer Fraction; provided further that the restrictions contained in this Section 4 will continue to be applicable to the Carried Shares Units after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares Units must agree in writing to be bound by the provisions of this Agreement. Any transferee of Carried Shares Units pursuant to a Transfer in accordance with the provisions of this Section 4(b)(i) is herein referred to as a “"Permitted Transferee.” " Upon the Transfer of Carried Shares Units pursuant to this Section 4(b), the transferring holder of Carried Shares Units will deliver a written notice (a “"Transfer 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).

Certain Permitted Transfers. The restrictions in this Section 4 will not apply with respect to any Transfer of Carried Shares 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) in connection with the Company’s initial Public Offering of the shares of Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares to the extent set forth in the Company’s Registration Statement on Form S-1 (Registration No. 333-120444) filed with the Securities and Exchange Commission on November 12, 2004, as amended, or (iii) Stock at such time as the Investors sell Common Shares to any unaffiliated third partyStock in a Public Sale, but in the case of this clause (iiiii) only an amount of shares (the “Transfer Amount”) equal to the lesser of (A) the sum of the number of shares of Vested Shares Common Stock owned by Executive and (B) the result of the number of shares of Common Shares Stock owned by Executive multiplied by a fraction (the “Transfer Fraction”), the numerator of which is the number of shares of Common Shares Stock sold by the Investors in such sale Public Sale and the denominator of which is the total number of shares of Common Shares Stock held by the Investors prior to the salePublic Sale; provided that, if at the time of such sale a Public Sale of Common Shares stock by the Investors, Executive chooses not to Transfer the Transfer Amount, Executive shall retain the right to Transfer an amount of Common Shares Stock at a future date equal to the lesser of (x) the sum of the number of shares of Vested Shares Common Stock owned by Executive at such future date and (y) the result of the number of the shares of Common Shares Stock owned by Executive at such future date multiplied by the Transfer Fraction; provided further that the restrictions contained in this Section 4 will continue to be applicable to the Carried Shares Executive Securities after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares Executive Securities must agree in writing to be bound by the provisions of this Agreement. Any transferee of Carried Shares Executive Securities pursuant to a Transfer in accordance with the provisions of clause (i) of this Section 4(b)(i4(b) is herein referred to as a “Permitted Transferee.” Upon the Transfer of Carried Shares Executive Securities pursuant to this Section 4(b), the transferring holder of Carried Shares Executive Securities will deliver a written notice (a “Transfer 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).

Certain Permitted Transfers. The restrictions set forth in this Section 4 will 3(a)(i) shall not apply with respect to any Transfer of Carried Shares 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) in connection with the Company’s initial Public Offering of the Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares to the extent set forth in the Company’s Registration Statement on Form S-1 (Registration No. 333-120444) filed with the Securities and Exchange Commission on November 12, 2004, as amended, or (iii) at such time as the Investors sell Investor Group sells Common Shares to any unaffiliated third partyStock in a Public Sale, but in the case of this clause (iiiii) only an amount of shares (the “Transfer Amount”) equal to the lesser of (A) the number of Vested Shares owned by the Executive and (B) the number of Common Shares owned by Executive Securityholder multiplied by a fraction (the “Transfer Fraction”), the numerator of which is the number of shares of Common Shares Stock sold by the Investors Investor Group in such sale Public Sale and the denominator of which is the total number of shares of Common Shares Stock held by the Investors Investor Group prior to the salePublic Sale; provided that, if at the time of such sale of Common Shares a Public Sale by the InvestorsInvestor Group, the Executive Securityholder chooses not to Transfer the Transfer Amount, the Executive Securityholder shall retain the right to Transfer an amount of Common Vested Shares at a future date equal to the lesser of (x) the number of Vested Shares owned by the Executive at such future date and (y) the number of Common Shares owned by Executive Securityholder at such future date multiplied by the Transfer Fraction; provided further that that, the restrictions contained in this Section 4 3 will continue to be applicable to the Carried Shares Executive Securities after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares must Executive Securities will agree in writing to be bound by the provisions of this Agreement. Any transferee of Carried Shares Executive Securities pursuant to a Transfer transfer in accordance with the provisions of this Section 4(b)(i3(b) is herein referred to as a “Permitted Transferee.” Upon the Transfer transfer of Carried Shares Executive Securities pursuant to this Section 4(b3(b), the transferring holder of Carried Shares Executive Securityholder will deliver a written notice (a “Transfer 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).

Certain Permitted Transfers. The restrictions Notwithstanding any other provisions of this Agreement, a Security Holder may at any time Assign all or part of the Shares or Convertible Securities he or she holds, without having to first offer the same to the other Security Holders in this Section 4 will not apply accordance with respect the terms hereof, and the Board shall authorize such Assignment, the whole without prior authorization from the other Shareholders, provided that such Assignment be made to, or in favour of, such Security Holder’s estate or a company or other entity controlled by such Security Holder (and whose only other shareholders are such Security Holder’s immediate family or a trust whose sole beneficiaries are such Security Holder and/or his or her immediate family), and subject to any Transfer of Carried Shares made the following conditions: 6.2.1 that the assignee (i) pursuant execute an instrument acceptable to applicable laws the Corporation acknowledging the terms and restrictions of descent this Agreement and distribution or the assignee’s obligation to such Person’s legal guardian in the case of any mental incapacity or among such Person’s Family Group, be bound hereby (ii) succeed the assigning Security Holder in connection with the Company’s initial Public Offering of the Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares to the extent set forth in the Company’s Registration Statement on Form S-1 (Registration No. 333-120444) filed with the Securities all its rights, benefits, obligations and Exchange Commission on November 12responsibilities under this Agreement, 2004, as amended, or (iii) at such time be substituted for the assigning Security Holder as completely as if the Investors sell Common Shares to any unaffiliated third party, but assignee were named in the case each provision of this clause (iii) only an amount of shares (the “Transfer Amount”) equal to the lesser of (A) the number of Vested Shares owned by Executive Agreement, and (Biv) the number of Common Shares owned by Executive multiplied by a fraction (the “Transfer Fraction”), the numerator of which is the number of Common Shares sold by the Investors undertake to act in such sale and the denominator of which is the total number of Common Shares held by the Investors prior to the sale; provided that, if at the time of such sale of Common Shares by the Investors, Executive chooses not to Transfer the Transfer Amount, Executive shall retain the right to Transfer an amount of Common Shares at a future date equal to the lesser of (x) the number of Vested Shares owned by Executive at such future date and (y) the number of Common Shares owned by Executive at such future date multiplied by the Transfer Fraction; provided further order that the restrictions contained in this Section 4 will continue assigning Security Holder controls at all time the assignee; 6.2.2 that the Shares or Convertible Securities thus Assigned remain subject to be applicable to the Carried Shares after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares must agree in writing to be bound by the provisions of this Agreement. Any transferee Agreement in the hands of Carried the said assignee; 6.2.3 that the operations and activities of the assignee consist solely of holding all of the Shares pursuant or Convertible Securities thus Assigned, as the case may be, and of securities negotiable on the stock market or other investments in which the assigning Security Holder has not an active involvement; and 6.2.4 that the Security Holder remain bound by the Agreement and undertake not to a Transfer in accordance with Assign all or any part of the provisions shares of this Section 4(b)(i) is herein referred to as a “Permitted Transferee.” Upon the Transfer capital stock of Carried Shares pursuant to this Section 4(b)assignee that it will hold if, following such assignment, the transferring holder assigning Security Holder would not control the assignee, without having obtained the prior written consent of Carried Shares will deliver a written notice (a “Transfer 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 holders of the Permitted Transferee(s)majority of the Shares owned by the other Shareholders, which consent may be given or refused at their entire discretion.

Certain Permitted Transfers. The restrictions set forth in this Section 4 will 2(a) shall not apply with respect to any Transfer of Carried Shares 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) in connection with the Company’s initial Public Offering of the Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares to the extent set forth in the Company’s Registration Statement on Form S-1 (Registration No. 333-120444) filed with the Securities and Exchange Commission on November 12, 2004, as amended, or (iii) at such time as the Investors sell Investor Group sells Common Shares to any unaffiliated third partyStock in a Public Sale, but in the case of this clause (iiiii) only an amount of shares (the “Transfer Amount”) equal to the lesser of (A) the number of Vested Shares owned by Executive and (B) the number shares of Common Shares Stock issued hereunder and owned by Executive multiplied by a fraction (the “Transfer Fraction”), the numerator of which is the number of shares of Common Shares Stock sold by the Investors Investor Group in such sale Public Sale and the denominator of which is the total number of shares of Common Shares Stock held by the Investors Investor Group prior to the salePublic Sale; provided that, if at the time of such sale of Common Shares a Public Sale by the InvestorsInvestor Group, Executive chooses not to Transfer the Transfer Amount, Executive shall retain the right to Transfer an amount of shares of Common Shares Stock at a future date equal to the lesser of (x) the number of Vested Shares owned by Executive at such future date and (y) the number shares of Common Shares Stock issued hereunder and owned by Executive at such future date multiplied by the Transfer FractionFranction; provided further that that, the restrictions contained in this Section 4 2 will continue to be applicable to the Carried Shares Executive Securities after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares must Executive Securities will agree in writing to be bound by the provisions of this Agreement. Any transferee of Carried Shares Executive Securities pursuant to a Transfer transfer in accordance with the provisions of this Section 4(b)(i2(b) is herein referred to as a “Permitted Transferee.” Upon the Transfer transfer of Carried Shares Executive Securities pursuant to this Section 4(b2(b), the transferring holder of Carried Shares Executive will deliver a written notice (a “Transfer 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).

Certain Permitted Transfers. The restrictions in this Section 4 will not apply with respect to any Transfer of Carried Shares 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) in connection with the Company’s initial Public Offering of the Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares subject to the extent restrictions on transfer set forth in the Company’s Registration Statement on Form S-1 Agreement (Registration No. 333-120444including, without limitation, in Section 3 thereof) filed with the Securities and Exchange Commission on November 12or any agreement entered into pursuant thereto, 2004, as amended, or (iii) at such time as the Investors sell of shares of Common Shares to any unaffiliated third partyStock that are Vested Shares, but in the case of this clause (iiiii) only an amount of shares (the “Transfer Amount”) of Common Stock that are Vested Shares equal to the lesser product of (A) the number of Vested Shares owned by Executive Total Share Number and (B) the number Cumulative Ratio (as of the date of such Transfer pursuant to this clause (ii), after giving effect to any Public Sale of Common Shares owned by Executive multiplied by a fraction (the “Transfer Fraction”), the numerator of which is the number of Common Shares sold Stock by the Investors in on such sale and date), less the denominator sum of which is (X) the total aggregate number of shares of Securities transferred by Purchaser in Public Sales prior to the date hereof and (Y) as of the date of such transfer, the aggregate number of shares of Securities previously transferred by Purchaser and Permitted Transferees after the date hereof pursuant to this clause (ii); provided that any in-kind distributions of shares of Common Shares held Stock by the Investors prior to the sale; provided that, if at the time their limited partners shall be deemed to be a Public Sale for purposes of such sale of Common Shares by the Investors, Executive chooses not to Transfer the Transfer Amount, Executive shall retain the right to Transfer an amount of Common Shares at a future date equal to the lesser of (x) the number of Vested Shares owned by Executive at such future date and (y) the number of Common Shares owned by Executive at such future date multiplied by the Transfer Fractionthis Section 4(b)(ii); provided further that the restrictions contained in this Section 4 will continue to be applicable to the Carried Shares Securities after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares Securities must agree in writing to be bound by the provisions of this Agreement. Any transferee of Carried Shares Securities pursuant to a Transfer in accordance with the provisions of clause (i) of this Section 4(b)(i4(b) is herein referred to as a “Permitted Transferee.” Upon the Transfer of Carried Shares Securities pursuant to this Section 4(b), the transferring holder of Carried Shares Securities will deliver a written notice (a “Transfer 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).

Certain Permitted Transfers. The restrictions in this Section 4 --------------------------- will not apply with respect to any Transfer of Carried Shares Executive Stock if made (i) pursuant to applicable laws of descent and distribution or to such Person’s 's legal guardian in the case of any mental incapacity or among such Person’s 's Family Group, or (ii) in connection with at a time when the Company’s initial Public Offering Common Stock of the Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares to the extent set forth in the Company’s Registration Statement on Form S-1 (Registration No. 333-120444) filed with the Securities and Exchange Commission on November 12, 2004, as amendedCompany has been trading for at least 45 consecutive days, or (iii) at such time as the Investors sell shares of Common Shares Stock in a Public Sale or (iv) pursuant to any unaffiliated third partythe Registration Agreement dated March 23, but in the case of this clause (iii) only an amount of shares 1999 (the “Transfer Amount”"Registration Agreement") equal among the Company (as successor to the lesser of (A) the number of Vested Shares owned by Executive and (B) the number of Common Shares owned by Executive multiplied by a fraction (the “Transfer Fraction”ZC Acquisition Corp.), the numerator Investors and certain other stockholders of the Company, to which Executive, as of the date hereof, is the number of Common Shares sold by the Investors in such sale a party; provided, however, that Executive -------- ------- acknowledges and the denominator of which is the total number of Common Shares held by the Investors prior to the sale; provided that, if agrees that at the time of such sale of Common Shares by the Investorsa Public Offering, Executive chooses not will be subject to Transfer a lockup agreement, as contemplated by Section 3(a) of the Transfer AmountRegistration Agreement, Executive shall retain unless the right to Transfer an amount of Common Shares at a future date equal underwriters managing such Public Offering otherwise agree. Notwithstanding anything in this Section 4 to the lesser of (x) the number of Vested Shares owned by Executive at such future date and (y) the number of Common Shares owned by Executive at such future date multiplied by the Transfer Fraction; provided further that contrary, the restrictions contained in this Section 4 will continue to be applicable to the Carried Shares Executive Stock after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares must Executive Stock will agree in writing to be bound by the provisions of this Agreement. Any transferee of Carried Shares Executive Stock pursuant to a Transfer transfer in accordance with the provisions of this Section 4(b)(i) is herein referred to as a “"Permitted Transferee.” " Upon the Transfer transfer of Carried Shares Executive Stock pursuant to this Section 4(b), the transferring holder of Carried Shares Executive Stock will deliver a written notice (a “"Transfer 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).

Certain Permitted Transfers. The restrictions in this Section 4 will not apply with respect to any Transfer of Carried Shares 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) in connection with the Company’s initial Public Offering of the Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares subject to the extent restrictions on transfer set forth in the Company’s Registration Statement on Form S-1 Agreement (Registration No. 333-120444including, without limitation, in Section 3 thereof) filed with the Securities and Exchange Commission on November 12or any agreement entered into pursuant thereto, 2004, as amended, or (iii) at such time as the Investors sell of shares of Common Shares to any unaffiliated third partyStock that are Vested Shares, but in the case of this clause (iiiii) only an amount of shares (the “Transfer Amount”) of Common Stock that are Vested Shares equal to the lesser product of (A) the number of Vested Shares owned by Executive Total Share Number and (B) the number Cumulative Ratio (as of the date of such Transfer pursuant to this clause (ii), after giving effect to any Public Sale of Common Shares owned by Executive multiplied by a fraction (the “Transfer Fraction”), the numerator of which is the number of Common Shares sold Stock by the Investors in on such sale and date), less the denominator sum of which is (X) the total 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 Shares held Stock by the Investors prior to the sale; provided that, if at the time their limited partners shall be deemed to be a Public Sale for purposes of such sale of Common Shares by the Investors, Executive chooses not to Transfer the Transfer Amount, Executive shall retain the right to Transfer an amount of Common Shares at a future date equal to the lesser of (x) the number of Vested Shares owned by Executive at such future date and (y) the number of Common Shares owned by Executive at such future date multiplied by the Transfer Fractionthis Section 4(b)(ii); provided further that the restrictions contained in this Section 4 will continue to be applicable to the Carried Shares Executive Securities after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares Executive Securities must agree in writing to be bound by the provisions of this Agreement. Any transferee of Carried Shares Executive Securities pursuant to a Transfer in accordance with the provisions of clause (i) of this Section 4(b)(i4(b) is herein referred to as a “Permitted Transferee.” Upon the Transfer of Carried Shares Executive Securities pursuant to this Section 4(b), the transferring holder of Carried Shares Executive Securities will deliver a written notice (a “Transfer 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).

Certain Permitted Transfers. The restrictions in this Section 4 will not apply with respect to any Transfer of Carried Shares 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) in connection with the Company’s initial Public Offering of the shares of Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares to the extent set forth in the Company’s Registration Statement on Form S-1 (Registration No. 333-120444) filed with the Securities and Exchange Commission on November 12, 2004, as amended, or (iii) Stock at such time as the Investors sell Common Shares to any unaffiliated third partyStock in a Public Sale, but in the case of this clause (iiiii) only an amount of shares (the “Transfer Amount”) equal to the lesser of (A) the sum of the number of shares of Vested Shares Common Stock owned by Executive and (B) the result of the number of shares of Common Shares Stock owned by Executive multiplied by a fraction (the “Transfer Fraction”), the numerator of which is the number of shares of Common Shares Stock sold by the Investors in such sale Public Sale and the denominator of which is the total number of shares of Common Shares Stock held by the Investors investors prior to the salePublic Sale; provided that, if at the time of such sale a Public Sale of Common Shares stock by the Investors, Executive chooses not to Transfer the Transfer Amount, Executive shall retain the right to Transfer an amount of Common Shares Stock at a future date equal to the lesser of (x) the sum of the number of shares of Vested Shares Common Stock owned by Executive at such future date and (y) the result of the number of the shares of Common Shares Stock owned by Executive at such future date multiplied by the Transfer Fraction; provided further that the restrictions contained in this Section 4 will continue to be applicable to the Carried Shares Executive Securities after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares Executive Securities must agree in writing to be bound by the provisions of this Agreement. Any transferee of Carried Shares Executive Securities pursuant to a Transfer in accordance with the provisions of clause (i) of this Section 4(b)(i4(b) is herein referred to as a “Permitted Transferee.” Upon the Transfer of Carried Shares Executive Securities pursuant to this Section 4(b), the transferring holder of Carried Shares Executive Securities will deliver a written notice (a “Transfer 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).

Certain Permitted Transfers. The restrictions in this Section 4 will not apply with respect to any Transfer of Carried Shares 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) in connection with the Company’s initial Public Offering of the shares of Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares to the extent set forth in the Company’s Registration Statement on Form S-1 (Registration No. 333-120444) filed with the Securities and Exchange Commission on November 12, 2004, as amended, or (iii) Stock at such time as the Investors sell Common Shares to any unaffiliated third partyStock in a Public Sale, but in the case of this clause (iiiii) only an amount of shares (the “Transfer Amount”) equal to the lesser of (A) the sum of the number of shares of Vested Shares Common Stock owned by Executive and (B) the result of the number of shares of Common Shares Stock owned by Executive multiplied by a fraction (the “Transfer Fraction”), the numerator of which is the number of shares of Common Shares Stock sold by the Investors in such sale Public Sale and the denominator of which is the total number of shares of Common Shares Stock held by the Investors prior to the salePublic Sale; provided that, if at the time of such sale a Public Sale of Common Shares stock by the Investors, Executive chooses not to Transfer the Transfer Amount, Executive shall retain the right to Transfer an amount of Common Shares Stock at a future date equal to the lesser of (x) the sum of the number of shares of Vested Shares Common Stock owned by Executive at such future date and (y) the result of the number of the shares of Common Shares Stock owned by Executive at such future date multiplied by the Transfer Fraction; provided further that the restrictions contained in this Section 4 will continue to be applicable to the Carried Shares Executive Securities after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares Executive Securities must agree in writing to be bound by the provisions of this Agreement. Any transferee of Carried Shares Executive Securities pursuant to a Transfer in accordance with the provisions of clause (i) of this Section 4(b)(i4(b) is herein referred to as a “Permitted Transferee.” Upon the Transfer of Carried Shares Executive Securities pursuant to this Section 4(b), the transferring holder of Carried Shares Executive Securities will deliver a written notice (a to “Transfer 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).

Certain Permitted Transfers. The restrictions in this Section 4 will not apply with respect to any Transfer of Carried Shares 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) in connection with the Company’s initial Public Offering of the shares of Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares to the extent set forth in the Company’s Registration Statement on Form S-1 (Registration No. 333-120444) filed with the Securities and Exchange Commission on November 12, 2004, as amended, or (iii) Stock at such time as the Investors sell Common Shares to any unaffiliated third partyStock in a Public Sale, but in the case of this clause (iiiii) only an amount of shares (the “Transfer Amount”) equal to the lesser of (A) the sum of the number of shares of Vested Shares Common Stock owned by Executive and (B) the result of the number of shares of Common Shares Stock owned by Executive multiplied by a fraction (the “Transfer Fraction”), the numerator of which is the number of shares of Common Shares Stock sold by the Investors in such sale Public Sale and the denominator of which is the total number of shares of Common Shares Stock held by the Investors prior to the salePublic Sale; provided that, if at the time of such sale a Public Sale of Common Shares stock by the Investors, Executive chooses not to Transfer the Transfer Amount, Executive shall retain the right to Transfer an amount of Common Shares Stock at a future date equal to the lesser of (x) the sum of the number of shares of Vested Shares Common Stock owned by Executive at such future date and (y) the result of the number of the shares of Common Shares Stock owned by Executive at such future date multiplied by the Transfer Fraction; provided further that the restrictions contained in this Section 4 will continue to be applicable to the Carried Shares Executive Securities after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares Executive Securities must agree in writing to be bound by the provisions of this Agreement. Any transferee of Carried Shares Executive Securities pursuant to a Transfer in accordance with the provisions of clause (ii) of this Section 4(b)(i4(b) is herein referred to as a “Permitted Transferee.” Upon the Transfer of Carried Shares Executive Securities pursuant to this Section 4(b), the transferring holder of Carried Shares Executive Securities will deliver a written notice (a “Transfer 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).

Certain Permitted Transfers. The restrictions in this Section 4 will not apply with respect to any Transfer of Carried Shares 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) in connection with the Company’s initial Public Offering of the shares of Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares to the extent set forth in the Company’s Registration Statement on Form S-1 (Registration No. 333-120444) filed with the Securities and Exchange Commission on November 12, 2004, as amended, or (iii) Stock at such time as the Investors sell Common Shares to any unaffiliated third partyStock in a Public Sale, but in the case of this clause (iiiii) only an amount of shares (the “Transfer Amount”) equal to the lesser of (A) the sum of the number of shares of Vested Shares Common Stock owned by Executive and (B) the result of the number of shares of Common Shares Stock owned by Executive multiplied by a fraction (the “Transfer Fraction”), the numerator of which is the number of shares of Common Shares Stock sold by the Investors in such sale Public Sale and the denominator of which is the total number of shares of Common Shares Stock held by the Investors prior to the salePublic Sale; provided that, if at the time of such sale a Public Sale of Common Shares stock by the Investors, Executive chooses not to Transfer the Transfer Amount, . Executive shall retain the right to Transfer an amount of Common Shares Stock at a future date equal to the lesser of (x) the sum of the number of shares of Vested Shares Common Stock owned by Executive at such future date and (y) the result of the number of the shares of Common Shares Stock owned by Executive at such future date multiplied by the Transfer Fraction; provided further that the restrictions contained in this Section 4 will continue to be applicable to the Carried Shares Executive Securities after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares Executive Securities must agree in writing to be bound by the provisions of this Agreement. Any transferee of Carried Shares Executive Securities pursuant to a Transfer in accordance with the provisions of clause (i) of this Section 4(b)(i4(b) is herein referred to as a “Permitted Transferee.” Upon the Transfer of Carried Shares Executive Securities pursuant to this Section 4(b), the transferring holder of Carried Shares Executive Securities will deliver a written notice (a “Transfer 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).

Certain Permitted Transfers. The restrictions in this Section 4 3 will not apply with respect to any Transfer of Carried Shares 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) in connection with the Company’s initial Public Offering of the Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares subject to the extent restrictions on transfer set forth in the Company’s Registration Statement on Form S-1 (Registration No. 333-120444) filed with the Securities and Exchange Commission on November 12LLC Agreement or any other agreement entered into pursuant thereto, 2004, as amended, or (iii) of Units at such time as the Investors Xxxxx Bros. Financial, LLC or its transferees (“Selling Members”) sell Common Shares to any unaffiliated third partyUnits in a Public Sale, but in the case of this clause (iiiii) only an amount of shares units (the “Transfer Amount”) equal to the lesser of (A) the number of Vested Shares Units owned by Executive and (B) the product of (I) the number of Common Shares Units owned by Executive multiplied by and (II) a fraction (the “Transfer Fraction”), the numerator of which is the number of Common Shares Units sold by the Investors Selling Members in such sale Public Sale and the denominator of which is the total number of Common Shares Units held by the Investors Selling Members prior to the salePublic Sale; provided that, if at the time of such sale of Common Shares by the Investors, Executive chooses not to Transfer the Transfer Amount, Executive shall retain the right to Transfer an amount of Common Shares at a future date equal to the lesser of (x) the number of Vested Shares owned by Executive at such future date and (y) the number of Common Shares owned by Executive at such future date multiplied by the Transfer Fraction; provided further that the restrictions contained in this Section 4 3 will continue to be applicable to the Carried Shares Executive Securities after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares Executive Securities must agree in writing to be bound by the provisions of this Agreement. Any transferee of Carried Shares Executive Securities pursuant to a Transfer in accordance with the provisions of clause (i) of this Section 4(b)(i3(b) is herein referred to as a “Permitted Transferee.” Upon the Transfer of Carried Shares Executive Securities pursuant to this Section 4(b3(b), the transferring holder of Carried Shares Executive Securities will deliver a written notice (a “Transfer 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).

Certain Permitted Transfers. The restrictions in this Section 4 will not apply with respect to any Transfer of Carried Shares Executive Securities made (i1) 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) in connection with the Company’s initial Public Offering of the shares of Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares to the extent set forth in the Company’s Registration Statement on Form S-1 (Registration No. 333-120444) filed with the Securities and Exchange Commission on November 12, 2004, as amended, or (iii) Stock at such time as the Investors sell Common Shares to any unaffiliated third partyStock in a Public Sale, but in the case of this clause (iiiii) only an amount of shares (the “Transfer Amount”) equal to the lesser of (A) the sum of the number of shares of Vested Shares Common Stock owned by Executive and (B) the result of the number of shares of Common Shares Stock owned by Executive multiplied by a fraction (the “Transfer Fraction”), the numerator of which is the number of shares of Common Shares Stock sold by the Investors in such sale Public Sale and the denominator of which is the total number of shares of Common Shares Stock held by the Investors prior to the salePublic Sale; provided that, if at the time of such sale a Public Sale of Common Shares stock by the Investors, Executive chooses not to Transfer the Transfer Amount, Executive shall retain the right to Transfer an amount of Common Shares Stock at a future date equal to the lesser of (x) the sum of the number of shares of Vested Shares Common Stock owned by Executive at such future date and (y) the result of the number of the shares of Common Shares Stock owned by Executive at such future date multiplied by the Transfer Fraction; : provided further that the restrictions contained in this Section 4 will continue to be applicable to the Carried Shares Executive Securities after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares Executive Securities must agree in writing to be bound by the provisions of this Agreement. Any transferee of Carried Shares Executive Securities pursuant to a Transfer in accordance with the provisions of clause (i) of this Section 4(b)(i4(b) is herein referred to as a “Permitted Transferee.” Upon the Transfer of Carried Shares Executive Securities pursuant to this Section 4(b), the transferring holder of Carried Shares Executive Securities will deliver a written notice (a “Transfer 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).

Certain Permitted Transfers. The restrictions in this Section 4 will not apply with respect to any Transfer of Carried Shares 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) in connection with the Company’s initial Public Offering of the Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares subject to the extent restrictions on transfer set forth in the Company’s Registration Statement on Form S-1 Agreement (Registration No. 333-120444including, without limitation, in Section 3 thereof) filed with the Securities and Exchange Commission on November 12or any agreement entered into pursuant thereto, 2004, as amended, or (iii) at such time as the Investors sell of shares of Common Shares to any unaffiliated third partyStock that are Vested Shares, but in the case of this clause (iiiii) only an amount of shares (the “Transfer Amount”) of Common Stock that are Vested Shares equal to the lesser product of (A) the number of Vested Shares owned by Executive Total Share Number and (B) the number Cumulative Ratio (as of the date of such Transfer pursuant to this clause (ii), after giving effect to any Public Sale of Common Shares owned by Executive multiplied by a fraction (the “Transfer Fraction”), the numerator of which is the number of Common Shares sold Stock by the Investors in on such sale and date), less the denominator sum of which is (X) the total aggregate number of shares of 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 Securities previously transferred by Executive, Xxx Xxxxxxxxxx Trust, Xxxxxx Xxxxxxxxxx Trust and their Permitted Transferees after the date hereof pursuant to this clause (ii); provided that any in-kind distributions of shares of Common Shares held Stock by the Investors prior to the sale; provided that, if at the time their limited partners shall be deemed to be a Public Sale for purposes of such sale of Common Shares by the Investors, Executive chooses not to Transfer the Transfer Amount, Executive shall retain the right to Transfer an amount of Common Shares at a future date equal to the lesser of (x) the number of Vested Shares owned by Executive at such future date and (y) the number of Common Shares owned by Executive at such future date multiplied by the Transfer Fractionthis Section 4(b)(ii); provided further that the restrictions contained in this Section 4 will continue to be applicable to the Carried Shares Securities after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares Securities must agree in writing to be bound by the provisions of this Agreement. Any transferee of Carried Shares Securities pursuant to a Transfer in accordance with the provisions of clause (i) of this Section 4(b)(i4(b) is herein referred to as a “Permitted Transferee.” Upon the Transfer of Carried Shares Securities pursuant to this Section 4(b), the transferring holder of Carried Shares Securities will deliver a written notice (a “Transfer 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).