Common use of Certain Permitted Transfers Clause in Contracts

Certain Permitted Transfers. The restrictions contained in this Section 5 will not apply with respect to Transfers of shares of Executive Stock (i) pursuant to applicable laws of descent and distribution, (ii) among Executive's Family Group, or (iii) at such times as the Investors sell shares of Common Stock in a Public Offering, but in the case of this clause (iii) only to the extent of the lesser of (x) the number of vested shares of Executive Stock held by Executive and (y) the number of shares of Executive Stock held by Executive multiplied by a fraction, the numerator of which is the number of shares of Common Stock sold by the Investors in such Public Offering and the denominator of which is the total number of shares of Common Stock held by the Investors immediately prior to the initial Public Offering; provided that if any Other Executives are permitted but do not elect to Transfer any vested shares of Other Executive Stock pursuant to the applicable Other Executive Stock Agreement (the aggregate amount of such shares not Transferred being "Excess Shares"), then the number of vested shares of Executive Stock permitted to be Transferred pursuant to clause (y) above will be increased by the result of the number of Excess Shares multiplied by a fraction, the numerator of which is the number of vested shares of Executive Stock held by Executive and the denominator of which is the aggregate number of vested shares of Executive Stock and Other Executive Stock held by Executive and all Other Executives electing to transfer additional vested shares of Other Executive Stock pursuant to similar provisions of the applicable Other Executive Stock Agreement; and provided, further, that the restrictions contained in this Section 5 will continue to be applicable to the shares of Executive Stock after any Transfer of the type referred to in clause (i) or (ii) and the transferees of such shares of Executive Stock will agree in writing to be bound by the provisions of this Agreement. Any transferee of Executive Stock pursuant to a transfer in accordance with the provisions of this Section 5(b) is herein referred to as a "Permitted Transferee." Upon the transfer of Executive Stock pursuant to this Section 5(b), Executive will deliver a written notice (a "Transfer Notice") to the Company. In the case of a Transfer pursuant to clause (i) or (ii) hereof, the Transfer Notice will disclose in reasonable detail the identity of the Permitted Transferee(s).

Certain Permitted Transfers. The restrictions contained in this Section SECTION 5 will not apply with respect to Transfers of shares any Transfer of Executive Stock (other than Reserved Stock prior to the earlier to occur of (i) a Liquidity Event and (ii) a Public Offering) made (i) pursuant to applicable laws of descent and distributiondistribution or to such Person's legal guardian in the case of any mental incapacity or among such Person's Family Group, (ii) among Executive's Family Group, or (iii) of Vested Executive Stock at such times time as the Investors sell shares of Common Stock in a Public OfferingSale, but in the case of this clause (iiiii) only an amount of shares (the "TRANSFER AMOUNT") equal to the extent of the lesser of (xA) the number of vested shares of Vested Executive Stock held owned by Executive and (yB) the number of shares of Executive Stock held owned by Executive Executive, multiplied by a fractionfraction (the "TRANSFER FRACTION"), the numerator of which is the number of shares of Common Stock sold by the Investors and their Affiliates in such Public Offering Sale and the denominator of which is the total number of shares of Common Stock held by the Investors immediately and their Affiliates prior to the initial Public OfferingSale; provided that PROVIDED THAT, if any Other Executives are permitted but do at the time of a Public Sale of shares by the Investors, Executive chooses not elect to Transfer any vested shares the Transfer Amount, Executive shall retain the right to Transfer an amount of Other Executive Stock pursuant at a future date equal to the applicable Other Executive Stock Agreement lesser of (the aggregate amount of such shares not Transferred being "Excess Shares"), then x) the number of vested shares of Vested Executive Stock owned by Executive at such future date and (y) the number of shares of Executive Stock permitted owned by Executive at such future date multiplied by the Transfer Fraction; PROVIDED FURTHER that any in-kind distributions of Common Stock by the Investors to their limited partners shall be deemed to be Transferred pursuant to a Public Sale for purposes of this SECTION 5(b)(ii) or (iii) of Vested Executive Stock at any time the Common Stock held by the Investors or their Affiliates is included on a resale registration statement that is not part of an underwritten offering (the "Resale Shelf"), but in the case of this clause (yiii) above will be increased by only an amount equal to the result lesser of (A) the number of Excess Shares shares of Vested Executive Stock owned by Executive and (B) the number of shares of Executive Stock owned by Executive, multiplied by a fraction, the numerator of which is the total number of vested shares of Executive Common Stock held included by Executive the Investors and their Affiliates on the Resale Shelf and the denominator of which is the aggregate total number of vested shares of Executive Stock and Other Executive Common Stock held by Executive the Investors and all Other Executives electing their Affiliates prior to transfer additional vested shares of Other Executive Stock pursuant to similar provisions the effectiveness of the applicable Other Executive Stock Agreement; and provided, further, that the Resale Shelf. The restrictions contained in this Section SECTION 5 will continue to be applicable to the shares of Executive Stock after any Transfer of the type referred to in clause (i) or (ii) above and the transferees of such shares of Executive Stock will agree in writing to be bound by the provisions of this Agreement. Any transferee of Executive Stock pursuant to a transfer in accordance with the provisions of this Section SECTION 5(b) is herein referred to as a "Permitted TransfereePERMITTED TRANSFEREE." Upon the transfer of Executive Stock pursuant to this Section SECTION 5(b), the transferring Executive Stockholder will deliver a written notice (a "Transfer NoticeTRANSFER NOTICE") to the Company. In the case of a Transfer pursuant to clause (i) or (ii) hereof, the Transfer Notice will disclose in reasonable detail the identity of the Permitted Transferee(s).

Certain Permitted Transfers. The restrictions contained in this --------------------------- Section 5 will not apply with respect to Transfers of shares of Executive Stock (i) pursuant to applicable laws of descent and distribution, (ii) among Executive's Family Group, or (iii) at such times as the Investors sell shares of Common Stock in a Public Offering, but in the case of this clause (iii) only to the extent of the lesser of (x) the number of vested shares of Executive Stock held by Executive and (y) the number of shares of Executive Stock held by Executive multiplied by a fraction, the numerator of which is the number of shares of Common Stock sold by the Investors in such Public Offering and the denominator of which is the total number of shares of Common Stock held by the Investors immediately prior to the initial Public Offering; provided that if any Other Executives are permitted but do not elect to Transfer any vested shares of Other Executive Stock pursuant to the applicable Other Executive Stock Agreement (the aggregate amount of such shares not Transferred being "Excess Shares"), ------------- then the number of vested shares of Executive Stock permitted to be Transferred pursuant to clause (y) above will be increased by the result of the number of Excess Shares multiplied by a fraction, the numerator of which is the number of vested shares of Executive Stock held by Executive and the denominator of which is the aggregate number of vested shares of Executive Stock and Other Executive Stock held by Executive and all Other Executives electing to transfer additional vested shares of Other Executive Stock pursuant to similar provisions of the applicable Other Executive Stock Agreement; and provided, further, that the restrictions contained in this Section 5 will continue to be applicable to the shares of Executive Stock after any Transfer of the type referred to in clause (i) or (ii) and the transferees of such shares of Executive Stock will agree in writing to be bound by the provisions of this Agreement. Any transferee of Executive Stock pursuant to a transfer in accordance with the provisions of this Section 5(b) is herein referred to as a "Permitted Transferee." Upon the transfer of Executive Stock -------------------- pursuant to this Section 5(b), Executive will deliver a written notice (a "Transfer Notice") to the Company. In the case of a Transfer pursuant to clause --------------- (i) or (ii) hereof, the Transfer Notice will disclose in reasonable detail the identity of the Permitted Transferee(s).

Certain Permitted Transfers. The restrictions contained Except as otherwise provided in this Section 5 Article, prior to consummation of the Company’s IPO, a Stockholder will not apply Dispose of all or any portion of his interest in the Company without the prior consent of the Board of Directors; provided, however, that any Stockholder may, without such consent, Dispose, in good faith (not with respect a view to Transfers circumventing the restrictions hereunder), of shares all or any portion of Executive Stock such Stockholder’s interest in the Company (ia) pursuant for estate planning purposes to applicable laws such Stockholder’s Immediate Family Member, to a trust or similar vehicle for the primary benefit of descent and distributionsuch Stockholder or one or more of such Stockholder’s Immediate Family Members or to the personal representative, executor or administrator of the Stockholder’s estate; (iib) among Executive's to one or more entities wholly owned or solely controlled by such Stockholder, such Stockholder’s Immediate Family Group, Members or any trusts or similar vehicles described in subsection (iiia) at such times of this Section 4.6 so long as the Investors sell shares share capital and control of Common Stock any such entity remains solely with the Stockholder, such Stockholder’s Immediate Family Members or any trusts or similar vehicles described in subsection (a) of this Section 4.6 (a Public Offering, but “Controlled Entity”); (c) in the case of this a Stockholder which is a Controlled Entity, to one or more Persons who control the Stockholder; or (d) from one Stockholder to another Stockholder (each, a “Permitted Transfer,” and each transferee of a Permitted Transfer, a “Permitted Transferee”). Notwithstanding the foregoing, (i) except with respect to transfers permitted under the foregoing clause (iiid), such transferee will not be a Stockholder unless and until admitted as a Stockholder to this Agreement; and (ii) only such transferee will be subject to the terms of this Agreement to the same extent as if such transferee were an original holder of such transferred Shares. If at any time a Permitted Transferee who has not already been approved as a Stockholder ceases to qualify as a Permitted Transferee pursuant to the lesser of foregoing clauses (a), (b), (c) or (d), such transferee (x) will immediately transfer its interest in the number Company back to the transferring Stockholder (or if the transferring Stockholder in not then a Stockholder or a Permitted Transferee of vested shares a Stockholder, then such transferee will immediately transfer its interest in the Company to the most recent transferor of Executive Stock held by Executive such interest who is a Stockholder or a Permitted Transferee of a Stockholder), and the transferring Stockholder shall cause the transfer back to it of all the transferred interest in the Company and (y) the number of shares of Executive Stock held by Executive multiplied by will cease to have any rights as a fraction, the numerator of which is the number of shares of Common Stock sold by the Investors in such Public Offering and the denominator of which is the total number of shares of Common Stock held by the Investors immediately prior to the initial Public Offering; provided that if any Other Executives are permitted but do not elect to Transfer any vested shares of Other Executive Stock pursuant to the applicable Other Executive Stock Agreement (the aggregate amount of such shares not Transferred being "Excess Shares"), then the number of vested shares of Executive Stock permitted to be Transferred pursuant to clause (y) above will be increased by the result of the number of Excess Shares multiplied by a fraction, the numerator of which is the number of vested shares of Executive Stock held by Executive and the denominator of which is the aggregate number of vested shares of Executive Stock and Other Executive Stock held by Executive and all Other Executives electing to transfer additional vested shares of Other Executive Stock pursuant to similar provisions of the applicable Other Executive Stock Agreement; and provided, further, that the restrictions contained in this Section 5 will continue to be applicable to the shares of Executive Stock after any Transfer of the type referred to in clause (i) or (ii) and the transferees of such shares of Executive Stock will agree in writing to be bound by the provisions of Stockholder under this Agreement. Any transferee Permitted Transfers by Permitted Transferees will be voidable by the Board of Executive Stock pursuant to Directors unless or until a transfer in accordance with the provisions of this Section 5(b) Permitted Transferee is herein referred to as a "Permitted TransfereeStockholder." Upon the transfer of Executive Stock pursuant to this Section 5(b), Executive will deliver a written notice (a "Transfer Notice") to the Company. In the case of a Transfer pursuant to clause (i) or (ii) hereof, the Transfer Notice will disclose in reasonable detail the identity of the Permitted Transferee(s).

Certain Permitted Transfers. The restrictions contained in this Section 5 4 will not apply with respect to Transfers (i) transfers of shares of Executive Stock (i) pursuant to applicable laws of descent and distribution, (ii) transfer of shares of Executive Stock among Executive's Family Group, or (iii) transfers of Fair Market Value Shares at such times time as the Investors sell shares of Common Stock in a Public OfferingSale, but in the case of this clause (iii) only an amount of shares (the "TRANSFER AMOUNT") equal to the extent of the lesser of (xA) the number of vested shares of Executive Stock held Fair Market Value Shares owned by Executive and (yB) the number of shares of Executive Stock held owned by Executive the Executive, multiplied by a fractionfraction (the "TRANSFER FRACTION"), the numerator of which is the number of shares of Common Stock sold by the Investors and their Affiliates in such Public Offering Sale and the denominator of which is the total number of shares of Common Stock held by the Investors immediately and their Affiliates prior to the initial Public OfferingSale; provided that PROVIDED THAT, if any Other Executives are permitted but do at the time of a Public Sale of shares by the Investors, the Executive chooses not elect to Transfer any vested shares the Transfer Amount, the Executive shall retain the right to Transfer an amount of Other Executive Stock pursuant at a future date equal to the applicable Other Executive Stock Agreement lesser of (the aggregate amount of such shares not Transferred being "Excess Shares"), then x) the number of vested Fair Market Value Shares owned by Executive at such future date and (y) the number of shares of Executive Stock permitted owned by Executive at such future date multiplied by the Transfer Fraction; PROVIDED FURTHER that any in-kind distributions of Common Stock by the Investors to their limited partners shall be deemed to be Transferred pursuant to a Public Sale for purposes of this SECTION 4(b)(iii) or (iv) transfers of Fair Market Value Shares at any time the Common Stock held by the Investors or their Affiliates is included on a resale registration statement that is not part of an underwritten offering (the "Resale Shelf"), but in the case of this clause (yiv) above will be increased by only an amount equal to the result lesser of (A) the number of Excess Shares Fair Market Value shares owned by Executive and (B) the number of shares of Executive Stock owned by Executive, multiplied by a fraction, the numerator of which is the total number of vested shares of Executive Common Stock held included by Executive the Investors and their Affiliates on the Resale Shelf and the denominator of which is the aggregate total number of vested shares of Executive Stock and Other Executive Common Stock held by Executive the Investors and all Other Executives electing their Affiliates prior to transfer additional vested shares of Other Executive Stock pursuant to similar provisions the effectiveness of the applicable Other Executive Stock Agreement; and provided, further, that the Resale Shelf. The restrictions contained in this Section 5 SECTION 4 will continue to be applicable to the shares of Executive Stock after any Transfer of the type referred to in clause (i) or (ii) such transfer and the transferees of such shares of Executive Stock will agree have agreed in writing to be bound by the provisions of this Agreement. Any transferee of Executive Stock pursuant to a transfer in accordance with Agreement and the provisions of this Section 5(b) is herein referred to as a "Permitted TransfereeAncillary Agreements." Upon the transfer of Executive Stock pursuant to this Section 5(b), Executive will deliver a written notice (a "Transfer Notice") to the Company. In the case of a Transfer pursuant to clause (i) or (ii) hereof, the Transfer Notice will disclose in reasonable detail the identity of the Permitted Transferee(s).

Certain Permitted Transfers. The restrictions contained in this Section 5 4 will not apply with respect to Transfers any Transfer of shares of Executive Stock Securities made (i) pursuant to applicable laws of descent and distribution, (ii) distribution or to such Person’s legal guardian in the case of any mental incapacity or among Executive's such Person’s Family Group, or (iiiii) subject to the restrictions on transfer set forth in the Registration Agreement (including, without limitation, in Section 3 thereof) or any agreement entered into pursuant thereto, of Class A Common Units at such times time as the Investors sell shares of Class A Common Stock Units in a Public OfferingSale, but in the case of this clause (iiiii) only an amount of Class A Common Units (the “Transfer Amount”) equal to the extent of the lesser product of (xA) the number of vested shares of Executive Stock held Class A Common Units owned by Executive Purchaser and (yB) a fraction (the number of shares of Executive Stock held by Executive multiplied by a fraction“Transfer Fraction”), the numerator of which is the number of shares of Class A Common Stock Units sold by the Investors in such Public Offering Sale and the denominator of which is the total number of shares of Class A Common Stock Units held by the Investors immediately prior to the initial such Public OfferingSale; provided that that, if any Other Executives are permitted but do at the time of a Public Sale of units by the Investors, Purchaser chooses not elect to Transfer any vested shares the Transfer Amount, Purchaser shall retain the right to Transfer an amount of Other Executive Stock pursuant Class A Common Units at a future date equal to the applicable Other Executive Stock Agreement (the aggregate amount of such shares not Transferred being "Excess Shares"), then the number of vested shares of Executive Stock permitted to be Transferred pursuant to clause (y) above will be increased by the result product of the number of Excess Shares multiplied Class A Common Units owned by a fraction, the numerator of which is the number of vested shares of Executive Stock held by Executive Purchaser at such future date and the denominator Transfer Fraction; provided further that any in-kind distributions of which is Class A Common Units by the aggregate number Investors to their limited partners shall be deemed to be a Public Sale for purposes of vested shares of Executive Stock and Other Executive Stock held by Executive and all Other Executives electing to transfer additional vested shares of Other Executive Stock pursuant to similar provisions of the applicable Other Executive Stock Agreementthis Section 4(b)(ii); and provided, further, provided further that the restrictions contained in this Section 5 4 will continue to be applicable to the shares of Executive Stock Securities after any Transfer of the type referred to in clause (i) or (ii) above and the transferees of such shares of Executive Stock will Securities must agree in writing to be bound by the provisions of this Agreement. Any transferee of Executive Stock Securities pursuant to a transfer Transfer in accordance with the provisions of clause (i) of this Section 5(b4(b) is herein referred to as a "“Permitted Transferee." ” Upon the transfer Transfer of Executive Stock Securities pursuant to this Section 5(b4(b), Executive the transferring holder of Securities will deliver a written notice (a "“Transfer Notice"”) to the Company. In the case of a Transfer pursuant to clause (i) or (ii) hereof, the Transfer Notice will disclose in reasonable detail the identity of the Permitted Transferee(s).

Certain Permitted Transfers. The restrictions contained in this Section 5 will not apply with respect Each of the Stockholders and GGS acknowledges and agrees that any of the following transfers of Shares or Nonvoting Shares (collectively, the "Permitted Transfers") are deemed to Transfers be permitted transfers of shares of Executive Stock such securities: (ia) a transfer made to GGS pursuant to the provisions of Sections 2.3, 2.5, and Article III hereof and a pledge of Management Shares to GGS pursuant to the terms of a Management Investor's Stock Pledge Agreement; (b) a transfer made with the prior written consent of GGS; (c) a transfer of Management Shares upon the death of a Management Investor to his executors, administrators and testamentary trustees (the "Management Investor's Estate"); and (d) a transfer of Management Shares made in compliance with the federal and all applicable state securities laws to the Management Investor's spouse, parents, children or grandchildren or to a trust or similar entity, the beneficiaries of descent and distribution, (ii) among Executive's Family Groupwhich, or (iii) at such times as the Investors sell shares of Common Stock in to a Public Offering, but in the case of this clause (iii) only to the extent of the lesser of (x) the number of vested shares of Executive Stock held by Executive and (y) the number of shares of Executive Stock held by Executive multiplied by a fractioncorporation or partnership, the numerator stockholders or limited and general partners of which is which, include only the number of shares of Common Stock sold by the Investors in Management Investor and such Public Offering and the denominator of which is the total number of shares of Common Stock held by the Investors immediately prior to the initial Public OfferingManagement Investor's spouse, parents, children or grandchildren; provided that if any Other Executives are permitted but do not elect to Transfer any vested shares of Other Executive Stock no transfers pursuant to the applicable Other Executive Stock Agreement (the aggregate amount of such shares not Transferred being "Excess Shares"), then the number of vested shares of Executive Stock permitted to be Transferred pursuant to clause (y) above will be increased by the result of the number of Excess Shares multiplied by a fraction, the numerator of which is the number of vested shares of Executive Stock held by Executive and the denominator of which is the aggregate number of vested shares of Executive Stock and Other Executive Stock held by Executive and all Other Executives electing to transfer additional vested shares of Other Executive Stock pursuant to similar provisions of the applicable Other Executive Stock Agreement; and provided, further, that the restrictions contained in this Section 5 will continue to be applicable to the shares of Executive Stock after any Transfer of the type referred to in clause (i2.2(c) or (iid) shall be permitted (and any such transfer shall be void and of no effect) unless and until the applicable transferee shall agree in writing, in form and substance reasonably satisfactory to GGS, to become bound, and becomes bound, by all the terms of this Agreement and the Management Investor's Stock Pledge Agreement, if any, to the same extent as a Management Investor is so bound. Each Person to whom Management Shares may be transferred or pledged pursuant to Sections 2.2(c) and the transferees of such shares of Executive Stock will agree in writing to be bound by the provisions of this Agreement. Any transferee of Executive Stock pursuant to a transfer in accordance with the provisions of this Section 5(b(d) is herein hereinafter sometimes referred to as a "Permitted Transferee." Upon Any Permitted Transferee may further transfer any Management Shares hereafter acquired by such Permitted Transferee to any other Permitted Transferee of the Management Investor (including the Management Investor); provided that no such transfer shall be made to a Permitted Transferee (or the Management Investor) hereunder (whether by a Management Investor or another Permitted Transferee) unless and until such Permitted Transferee (or, in the event of Executive transfers to the Management Investor, the Management Investor) shall agree in writing, in form and substance reasonably satisfactory to GGS, to become bound, and becomes bound, by all the terms of this Agreement and the Management Investor's Stock Pledge Agreement, if any, to the same extent as a Management Investor is so bound. No transfer pursuant to this Section 5(b), Executive will deliver a written notice (a "Transfer Notice") Agreement shall release any Management Investor from liability with respect to the Companypayment and performance of the obligations contained in such Management Investor's Management Note. In Notwithstanding anything to the case of contrary contained herein, no transfer to or from the Management Investor or any Permitted Transferee shall be made if, as a Transfer result thereof, GGS would be required to register any Shares or Nonvoting Shares under the Securities Act, the Exchange Act and any applicable state securities, or "blue sky," laws; and (e) transfers made in connection with an Initial Public Offering or pursuant to clause (i) or (ii) Article V hereof, the Transfer Notice will disclose in reasonable detail the identity of the Permitted Transferee(s).

Certain Permitted Transfers. The restrictions contained in this Section 5 4 will not apply with respect to Transfers of shares any Transfer of Executive Stock Securities made (i) pursuant to applicable laws of descent and distribution, (ii) distribution or to such Person’s legal guardian in the case of any mental incapacity or among Executive's such Person’s Family Group, or (iiiii) subject to the restrictions on transfer set forth in the Registration Agreement (including, without limitation, in Section 3 thereof) or any agreement entered into pursuant thereto, of Class A Common Units at such times time as the Investors sell shares of Class A Common Stock Units in a Public OfferingSale, but in the case of this clause (iiiii) only an amount of Class A Common Units (the “Transfer Amount”) equal to the extent of the lesser product of (xA) the number of vested shares of Executive Stock held Class A Common Units owned by Executive and (yB) a fraction (the number of shares of Executive Stock held by Executive multiplied by a fraction“Transfer Fraction”), the numerator of which is the number of shares of Class A Common Stock Units sold by the Investors in such Public Offering Sale and the denominator of which is the total number of shares of Class A Common Stock Units held by the Investors immediately prior to the initial such Public OfferingSale; provided that that, if any Other Executives are permitted but do at the time of a Public Sale of units by the Investors, Executive chooses not elect to Transfer any vested shares the Transfer Amount, Executive shall retain the right to Transfer an amount of Other Executive Stock pursuant Class A Common Units at a future date equal to the applicable Other Executive Stock Agreement (the aggregate amount of such shares not Transferred being "Excess Shares"), then the number of vested shares of Executive Stock permitted to be Transferred pursuant to clause (y) above will be increased by the result product of the number of Excess Shares multiplied by a fraction, the numerator of which is the number of vested shares of Executive Stock held Class A Common Units owned by Executive at such future date and the denominator Transfer Fraction; provided further that any in-kind distributions of which is Class A Common Units by the aggregate number Investors to their limited partners shall be deemed to be a Public Sale for purposes of vested shares of Executive Stock and Other Executive Stock held by Executive and all Other Executives electing to transfer additional vested shares of Other Executive Stock pursuant to similar provisions of the applicable Other Executive Stock Agreementthis Section 4(b)(ii); and provided, further, provided further that the restrictions contained in this Section 5 4 will continue to be applicable to the shares of Executive Stock Securities after any Transfer of the type referred to in clause (i) or (ii) above and the transferees of such shares of Executive Stock will Securities must agree in writing to be bound by the provisions of this Agreement. Any transferee of Executive Stock Securities pursuant to a transfer Transfer in accordance with the provisions of clause (i) of this Section 5(b4(b) is herein referred to as a "“Permitted Transferee." ” Upon the transfer Transfer of Executive Stock Securities pursuant to this Section 5(b4(b), the transferring holder of Executive Securities will deliver a written notice (a "“Transfer Notice"”) to the Company. In the case of a Transfer pursuant to clause (i) or (ii) hereof, the Transfer Notice will disclose in reasonable detail the identity of the Permitted Transferee(s).

Certain Permitted Transfers. The restrictions contained in this Section 5 will not apply with respect Each of the Stockholders and Packard acknowledges and agrees that any of the following transfers of Shares (collectively, the "Permitted Transfers") are deemed to Transfers be permitted transfers of shares of Executive Stock such securities: (ia) a transfer made to Packard pursuant to the provisions of Sections 2.3, 2.5, and Article III hereof ; (b) a transfer made with the prior written consent of Packard; (c) if a Packard Investor is an individual, a transfer of Packard Shares upon the death of such Packard Investor to his executors, administrators and testamentary trustees; and (d) a transfer of Management Shares made in compliance with the federal and all applicable state securities laws to the Management Investor's spouse, parents, children or grandchildren or to a trust or similar entity, the beneficiaries of descent and distribution, (ii) among Executive's Family Groupwhich, or (iii) at such times as the Investors sell shares of Common Stock in to a Public Offering, but in the case of this clause (iii) only to the extent of the lesser of (x) the number of vested shares of Executive Stock held by Executive and (y) the number of shares of Executive Stock held by Executive multiplied by a fractioncorporation or partnership, the numerator stockholders or limited and general partners of which is which, include only the number of shares of Common Stock sold by the Investors in Management Investor and such Public Offering and the denominator of which is the total number of shares of Common Stock held by the Investors immediately prior to the initial Public OfferingManagement Investor's spouse, parents, children or grandchildren; provided that if any Other Executives are permitted but do not elect to Transfer any vested shares of Other Executive Stock no transfers pursuant to the applicable Other Executive Stock Agreement (the aggregate amount of such shares not Transferred being "Excess Shares"), then the number of vested shares of Executive Stock permitted to be Transferred pursuant to clause (y) above will be increased by the result of the number of Excess Shares multiplied by a fraction, the numerator of which is the number of vested shares of Executive Stock held by Executive and the denominator of which is the aggregate number of vested shares of Executive Stock and Other Executive Stock held by Executive and all Other Executives electing to transfer additional vested shares of Other Executive Stock pursuant to similar provisions of the applicable Other Executive Stock Agreement; and provided, further, that the restrictions contained in this Section 5 will continue to be applicable to the shares of Executive Stock after any Transfer of the type referred to in clause (i2.2(c) or (iid) shall be permitted (and any such transfer shall be void and of no effect) unless and until the applicable transferee shall agree in writing, in form and substance reasonably satisfactory to Packard, to become bound, and becomes bound, by all the terms of this Agreement to the same extent as a Packard Investor is so bound. Each Person to whom Packard Shares may be transferred or pledged pursuant to Sections 2.2(c) and the transferees of such shares of Executive Stock will agree in writing to be bound by the provisions of this Agreement. Any transferee of Executive Stock pursuant to a transfer in accordance with the provisions of this Section 5(b(d) is herein hereinafter sometimes referred to as a "Permitted Transferee." Upon Any Permitted Transferee may further transfer any Packard Shares hereafter acquired by such Permitted Transferee to any other Permitted Transferee of the Packard Investor (including the Packard Investor); provided that no such transfer shall be made to a Permitted Transferee (or the Packard Investor) hereunder (whether by a Packard Investor or another Permitted Transferee) unless and until such Permitted Transferee (or, in the event of Executive Stock transfers to the Packard Investor, the Packard Investor) shall agree in writing, in form and substance reasonably satisfactory to Packard, to become bound, and becomes bound, by all the terms of this Agreement to the same extent as a Packard Investor is so bound. Notwithstanding anything to the contrary contained herein, no transfer to or from the Packard Investor or any Permitted Transferee shall be made if, as a result thereof, Packard would be required to register any Shares under the Securities Act, the Exchange Act and any applicable state securities, or "blue sky," laws; and (e) transfers made in connection with an Initial Public Offering or pursuant to this Section 5(b), Executive will deliver a written notice (a "Transfer Notice") to the Company. In the case of a Transfer pursuant to clause (i) or (ii) Article V hereof, the Transfer Notice will disclose in reasonable detail the identity of the Permitted Transferee(s).

Certain Permitted Transfers. The restrictions contained in this Section SECTION 5 will not apply with respect to Transfers of shares any Transfer of Executive Stock Securities made (i) pursuant to applicable laws of descent and distribution, (ii) distribution or to such Person's legal guardian in the case of any mental incapacity or among Executivesuch Person's Family Group, or (iiiii) of Common Units at such times time as the Investors sell shares of Common Stock Units in a Public OfferingSale, but in the case of this clause CLAUSE (iiiii) only an amount of units (the "TRANSFER AMOUNT") equal to the extent of the lesser of (xA) the number of vested shares of Executive Stock held Vested Units owned by Executive and (yB) the number of shares of Executive Stock held Common Units owned by Executive multiplied by a fractionfraction (the "TRANSFER FRACTION"), the numerator of which is the number of shares of Common Stock Units sold by the Investors in such Public Offering Sale and the denominator of which is the total number of shares of Common Stock Units held by the Investors immediately prior to the initial Public OfferingSale; provided that PROVIDED that, if any Other Executives are permitted but do at the time of a Public Sale of units by the Investors, Executive chooses not elect to Transfer any vested shares the Transfer Amount, Executive shall retain the right to Transfer an amount of Other Executive Stock pursuant Common Units at a future date equal to the applicable Other Executive Stock Agreement lesser of (the aggregate amount of such shares not Transferred being "Excess Shares"), then x) the number of vested shares of Vested Units owned by Executive Stock permitted to be Transferred pursuant to clause at such future date and (y) above will be increased by the result of the number of Excess Shares Common Units owned by Executive at such future date multiplied by a fraction, the numerator of which is the number of vested shares of Executive Stock held by Executive and the denominator of which is the aggregate number of vested shares of Executive Stock and Other Executive Stock held by Executive and all Other Executives electing to transfer additional vested shares of Other Executive Stock pursuant to similar provisions of the applicable Other Executive Stock AgreementTransfer Fraction; and provided, further, PROVIDED further that the restrictions contained in this Section SECTION 5 will continue to be applicable to the shares of Executive Stock Securities after any Transfer of the type referred to in clause CLAUSE (i) or (ii) above and the transferees of such shares of Executive Stock will Securities must agree in writing to be bound by the provisions of this Agreement. Any transferee of Executive Stock Securities pursuant to a transfer Transfer in accordance with the provisions of this Section 5(bSECTION 5(b)(i) is herein referred to as a "Permitted TransfereePERMITTED TRANSFEREE." Upon the transfer Transfer of Executive Stock Securities pursuant to this Section SECTION 5(b), the transferring holder of Executive Securities will deliver a written notice (a "Transfer NoticeTRANSFER NOTICE") to the Company. In the case of a Transfer pursuant to clause CLAUSE (i) or (ii) hereof, the Transfer Notice will disclose in reasonable detail the identity of the Permitted Transferee(s).

Certain Permitted Transfers. The restrictions contained in this Section 5 SECTION 4 will not apply with respect to Transfers any Transfer of shares of Executive Stock Carried Units made (i) pursuant to applicable laws of descent and distribution, (ii) distribution or to such Person's legal guardian in the case of any mental incapacity or among Executivesuch Person's Family Group, or (iiiii) at such times time as the Investors sell shares of Common Stock Units in a Public OfferingSale, but in the case of this clause CLAUSE (iiiII) only an amount of units (the "TRANSFER AMOUNT") equal to the extent of the lesser of (xA) the number of vested shares of Executive Stock held Vested Units owned by Executive and (yB) the number of shares of Executive Stock held Common Units owned by Executive multiplied by a fractionfraction (the "TRANSFER FRACTION"), the numerator of which is the number of shares of Common Stock Units sold by the Investors in such Public Offering Sale and the denominator of which is the total number of shares of Common Stock Units held by the Investors immediately prior to the initial Public OfferingSale; provided that PROVIDED that, if any Other Executives are permitted but do at the time of a Public Sale of units by the Investors, Executive chooses not elect to Transfer any vested shares the Transfer Amount, Executive shall retain the right to Transfer an amount of Other Executive Stock pursuant Common Units at a future date equal to the applicable Other Executive Stock Agreement lesser of (the aggregate amount of such shares not Transferred being "Excess Shares"), then x) the number of vested shares of Vested Units owned by Executive Stock permitted to be Transferred pursuant to clause at such future date and (y) above will be increased by the result of the number of Excess Shares Common Units owned by Executive at such future date multiplied by a fraction, the numerator of which is the number of vested shares of Executive Stock held by Executive and the denominator of which is the aggregate number of vested shares of Executive Stock and Other Executive Stock held by Executive and all Other Executives electing to transfer additional vested shares of Other Executive Stock pursuant to similar provisions of the applicable Other Executive Stock AgreementTransfer Fraction; and provided, further, PROVIDED further that the restrictions contained in this Section 5 SECTION 4 will continue to be applicable to the shares of Executive Stock Carried Units after any Transfer of the type referred to in clause (i) or (ii) above and the transferees of such shares of Executive Stock will Carried Units must agree in writing to be bound by the provisions of this Agreement. Any transferee of Executive Stock Carried Units pursuant to a transfer Transfer in accordance with the provisions of this Section 5(bSECTION 4(b)(I) is herein referred to as a "Permitted TransfereePERMITTED TRANSFEREE." Upon the transfer Transfer of Executive Stock Carried Units pursuant to this Section 5(bSECTION 4(b), Executive the transferring holder of Carried Units will deliver a written notice (a "Transfer NoticeTRANSFER NOTICE") to the Company. In the case of a Transfer pursuant to clause (i) or (ii) hereof, the Transfer Notice will disclose in reasonable detail the identity of the Permitted Transferee(s).

Certain Permitted Transfers. The restrictions (a) Notwithstanding anything to the contrary contained in this Article IV, but subject to compliance with this Section 5 will not apply with respect 4.2, the Holder shall be permitted at any time prior to Transfers the Lock-Up Period End Date to Transfer all or a portion of shares of Executive Stock the Warrant or the Warrant Shares under the following circumstances: (i) Transfers by a Holder to any Permitted Warrant Transferee; (ii) Transfers to the Company or any of its Subsidiaries; (iii) Transfers pursuant to any tender offer, exchange offer, merger, consolidation, reclassification, reorganization, recapitalization or other similar transaction involving the Company or any of its Subsidiaries in which stockholders of the Company are offered, permitted or required to participate as holders of the Company’s Capital Stock; and (iv) Transfers that have been approved in writing by the Board. (b) If at any time prior to the Lock-Up Period End Date, a Permitted Warrant Transferee ceases to qualify as a Permitted Warrant Transferee, then any portion of the Warrant or Warrant Shares issued upon exercise hereof then held by such Permitted Warrant Transferee (and all interest and rights related thereto) will, without any further action required by such Permitted Warrant Transferee, be automatically Transferred back to the original Holder of the Warrant, and such former Permitted Warrant Transferee and the original Holder of the Warrant shall take such action as the Company deems reasonably appropriate to document and effect such Transfer. Upon surrender and delivery of the Warrants by the Holder or a Permitted Warrant Transferee thereof, together with a written assignment of the Warrant substantially in the form attached as Exhibit B to the Warrants duly executed by the Holder and the Permitted Warrant Transferee and funds sufficient to pay any applicable laws transfer taxes (if any) payable upon the making of descent such Transfer, the Company shall (i) execute and distributiondeliver a new Warrant or Warrants in the name of the original Holder and in the denominations specified in such instrument of Transfer, (ii) among Executive's Family Groupissue to the Transferor a new Warrant evidencing the portion of the Warrant, or if any, not so Transferred, (iii) at such times as promptly cancel the Investors sell shares of Common Stock in a Public Offering, but in the case of this clause (iii) only to the extent of the lesser of (x) the number of vested shares of Executive Stock held by Executive original Warrant and (yiv) the number of shares of Executive Stock held by Executive multiplied by a fraction, the numerator of which is the number of shares of Common Stock sold by the Investors in take such Public Offering other ministerial actions as reasonably necessary to accomplish and the denominator of which is the total number of shares of Common Stock held by the Investors immediately prior to the initial Public Offering; provided that if any Other Executives are permitted but do not elect to Transfer any vested shares of Other Executive Stock pursuant to the applicable Other Executive Stock Agreement (the aggregate amount of evidence such shares not Transferred being "Excess Shares"), then the number of vested shares of Executive Stock permitted to be Transferred pursuant to clause (y) above will be increased by the result of the number of Excess Shares multiplied by a fraction, the numerator of which is the number of vested shares of Executive Stock held by Executive and the denominator of which is the aggregate number of vested shares of Executive Stock and Other Executive Stock held by Executive and all Other Executives electing to transfer additional vested shares of Other Executive Stock pursuant to similar provisions of the applicable Other Executive Stock Agreement; and provided, further, that the restrictions contained in this Section 5 will continue to be applicable to the shares of Executive Stock after any Transfer of the type referred to in clause (i) or (ii) and the transferees of such shares of Executive Stock will agree in writing to be bound by the provisions of this AgreementTransfer. Any transferee of Executive Stock pursuant to a transfer in accordance with the provisions of this Section 5(b) is herein referred to as a "Permitted Transferee." Upon the transfer of Executive Stock pursuant to this Section 5(b), Executive will deliver any Warrant Shares by the Holder or a written notice (a "Transfer Notice") to the Company. In the case of a Transfer pursuant to clause (i) or (ii) hereofPermitted Warrant Transferee, the Transfer Notice will disclose Company shall promptly issue or cause to be delivered a certificate or certificates (or book entry shares) for such Warrant Shares in reasonable detail the identity accordance with Section 1.4 of the Permitted Transferee(s)Warrant.

Certain Permitted Transfers. The restrictions contained in this --------------------------- Section 5 will not apply with respect to Transfers of shares of Executive Stock (i) pursuant to applicable laws of descent and distribution, (ii) among Executive's Family Group, or (iii) at such times as the Investors sell shares of Common Stock in a Public Offering, but in the case of this clause (iii) only to the extent of the lesser of (x) the number of vested shares of Executive Stock held by Executive and (y) the number of shares of Executive Stock held by Executive multiplied by a fraction, the numerator of which is the number of shares of Common Stock sold by the Investors in such Public Offering and the denominator of which is the total number of shares of Common Stock held by the Investors immediately prior to the initial Public Offering; provided that if any Other Executives are permitted but do not elect to Transfer any vested shares of Other Executive Stock pursuant to the applicable Other Executive Stock Agreement (the aggregate amount of such shares not Transferred being "Excess Shares"), then the number of vested shares of ------------- Executive Stock permitted to be Transferred pursuant to clause (y) above will be increased by the result of the number of Excess Shares multiplied by a fraction, the numerator of which is the number of vested shares of Executive Stock held by Executive and the denominator of which is the aggregate number of vested shares of Executive Stock and Other Executive Stock held by Executive and all Other Executives electing to transfer additional vested shares of Other Executive Stock pursuant to similar provisions of the applicable Other Executive Stock Agreement; and provided, further, that the restrictions contained in this Section 5 will continue to be applicable to the shares of Executive Stock after any Transfer of the type referred to in clause (i) or (ii) and the transferees of such shares of Executive Stock will agree in writing to be bound by the provisions of this Agreement. Any transferee of Executive Stock pursuant to a transfer in accordance with the provisions of this Section 5(b) is herein referred to as a "Permitted Transferee." Upon the transfer of Executive Stock -------------------- pursuant to this Section 5(b), Executive will deliver a written notice (a "Transfer Notice") to the Company. In the case of a Transfer pursuant to clause --------------- (i) or (ii) hereof, the Transfer Notice will disclose in reasonable detail the identity of the Permitted Transferee(s).