Common use of General Restrictions on Transfers Clause in Contracts

General Restrictions on Transfers. (a) No Stockholder may sell, exchange, assign, pledge, hypothecate, gift or otherwise transfer or dispose of (all of which acts shall be deemed included in the term “transfer” as used in this Agreement) any legal, economic or beneficial interest in any Share Equivalents (whether held in its own right or by its representative) unless (i) such transfer of Share Equivalents is made on the books of the Company and is not in violation of the provisions of this Article III and (ii) the transferee of such Share Equivalents (if other than (A) the Company or another Stockholder, (B) a transferee in a sale of Share Equivalents made under Rule 144 or any successor provision under the Securities Act, or (C) a transferee of Share Equivalents pursuant to an offer and sale registered under the Securities Act) agrees to become a party to this Agreement pursuant to Article VII hereof and executes such further documents as may be necessary, in the opinion of the Company and the SLP Investors, to make him, her or it a party hereto. (b) Any purported transfer of Share Equivalents other than in accordance with this Agreement by any Stockholder shall be null and void, and the Company shall refuse to recognize any such transfer for any purpose and shall not reflect in its records any change in record ownership of Share Equivalents pursuant to any such transfer. (c) Each Stockholder acknowledges that the Restricted Shares have not been registered under the Securities Act and may not be transferred except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. Each Stockholder agrees that it will not transfer any Restricted Shares at any time if such action would constitute a violation of any securities laws of any applicable jurisdiction or a breach of the conditions to any exemption from registration of Restricted Shares under any such laws or a breach of any undertaking or agreement of such Stockholder entered into pursuant to such laws or in connection with obtaining an exemption thereunder. Each Stockholder agrees that any Restricted Shares to be held by it shall bear the restrictive legend set forth in Section 6.3. (d) No Stockholder shall grant any proxy or enter into or agree to be bound by any voting trust with respect to any Share Equivalents or enter into any agreements or arrangements of any kind with any Person with respect to any Share Equivalents inconsistent with the provisions of this Agreement (whether or not such agreements and arrangements are with other Stockholders or holders of Share Equivalents who are not parties to this Agreement), including agreements or arrangements with respect to the acquisition, disposition or voting (if applicable) of any Share Equivalents, nor shall any Stockholder act, for any reason, as a member of a group or in concert with any other persons in connection with the acquisition, disposition or voting (if applicable) of any Share Equivalents in any manner that is inconsistent with the provisions of this Agreement.

General Restrictions on Transfers. (a) No Stockholder may Investor may, directly or indirectly, sell, exchange, assign, pledge, hypothecate, gift or otherwise transfer or transfer, dispose of or encumber, in each case, whether in its own right or by its representative and whether voluntary or involuntary or by operation of law (all any of which acts the foregoing shall be deemed included in the term “transfer” as used in this Agreement) any Securities or any legal, economic or beneficial interest in any Share Equivalents (whether held in its own right or by its representative) Securities unless (i) such transfer of Share Equivalents Securities is made on the books of the Company and is not in violation of compliance with the provisions of this Article III and any other agreement applicable to the transfer of such Securities and (ii) in the transferee case of a Permitted Transferee, such Share Equivalents (if other than (A) the Company or another Stockholder, (B) a transferee in a sale of Share Equivalents made under Rule 144 or any successor provision under the Securities Act, or (C) a transferee of Share Equivalents pursuant to an offer and sale registered under the Securities Act) Permitted Transferee agrees to become a party to this Agreement pursuant to Article VII V hereof and executes a Joinder Agreement and such further documents as may be necessary, in the opinion reasonable judgment of the Company and the SLP Sponsor Investors, to make him, her or it a party hereto. For the avoidance of doubt, it is understood that a transfer of limited partnership interests, limited liability company interests or similar interests in any of the Sponsor Investors, any other private equity fund or any parent entity with respect to any such Sponsor Investor or private equity fund shall not constitute a transfer for purposes of this Agreement. (b) Any purported transfer of Share Equivalents other than Securities or any interest in accordance any Securities by any Investor that is not in compliance with this Agreement by any Stockholder shall be null and void, and the Company shall refuse to recognize any such transfer for any purpose and shall not reflect in its records register of members or otherwise any change in record ownership of Share Equivalents Securities pursuant to any such transfer. (c) Each Stockholder Investor acknowledges that the Restricted Shares held by such Investor have not been registered under the Securities Act and may not be transferred except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. Each Stockholder Investor agrees that it will not transfer any Restricted Shares at any time if such action would (i) constitute a violation of any securities laws of any applicable jurisdiction or a breach of the conditions to any exemption from registration of Restricted Shares under any such laws or a breach of any undertaking or agreement of such Stockholder Investor entered into pursuant to such laws or in connection with obtaining an exemption thereunder, (ii) cause the Company to become subject to the registration requirements of the U.S. Investment Company Act of 1940, as amended from time to time, or (iii) be a non-exempt “prohibited transaction” under ERISA or Section 4975 of the Code or cause all or any portion of the assets of the Company to constitute “plan assets” for purposes of fiduciary responsibility or prohibited transaction provisions of Title I of ERISA or Section 4975 of the Code. Each Stockholder Investor agrees that any Restricted Shares to be held by it shall bear not be entitled to any certificate for any or all of the restrictive legend set forth in Section 6.3Shares, unless the Board shall otherwise determine. (d) No Stockholder shall grant Except as otherwise provided in Section 3.4(b) or in any proxy other applicable agreement between an Investor (or enter into or agree any of its Affiliates) and the Company, any Investor that proposes to be bound by any voting trust with respect to any Share Equivalents or enter into any agreements or arrangements of any kind with any Person with respect to any Share Equivalents inconsistent transfer Transferable Shares in accordance with the provisions of this Agreement (whether or not such agreements terms and arrangements are with other Stockholders or holders of Share Equivalents who are not parties to this Agreement), including agreements or arrangements with respect to the acquisition, disposition or voting (if applicable) of any Share Equivalents, nor conditions hereof shall any Stockholder act, be responsible for any reason, as a member of a group or in concert with any other persons fees and expenses incurred by the Company in connection with the acquisition, disposition or voting (if applicable) of any Share Equivalents in any manner that is inconsistent with the provisions of this Agreementsuch transfer.

General Restrictions on Transfers. (a) No Stockholder JV Partner may sellTransfer all or any part of its JV Interests except to a Permitted Transferee, exchangeor pursuant to Section 2.7 hereof. For purposes of clarification, assignin the event Clorox engages in any Third-Party Sale, pledgeClorox will assign to the transferee, hypothecateand the transferee will assume, gift or otherwise this Agreement as part of such Third-Party Sale as well as all Related Agreements other than those Related Agreements that by their terms will terminate in connection with such Third-Party Sale. All Transfers of JV Interests will be effected by written notice of such Transfer to the Joint Venture. Upon receipt of such notice, the JV Interests of the JV Partners will be modified to reflect any Transfer effected in accordance with this Agreement. Notwithstanding the foregoing, any sale, transfer or dispose assignment of a JV Interest or this Agreement to a Subsidiary of the transferring Party will not relieve the transferring Party of its obligations hereunder (b) No JV Partner will Transfer all or any part of which acts shall be deemed included in its JV Interest to any Person (including any Permitted Transferee that is not already bound by the term “transfer” as used in terms of this Agreement) without such transferee executing and the transferring Party delivering to the Board and any legalnon-transferring Party a written agreement to be bound by the terms of this Agreement and all Related Agreements in form and substance reasonably satisfactory to the Board and the non-transferring Parties. Any Transfer by a JV Partner of all or any part of its JV Interest must be in compliance with all applicable federal and state securities laws, economic or beneficial interest in any Share Equivalents (whether held in its own right or by its representative) unless (i) such transfer of Share Equivalents is made on the books of the Company and is not in violation of the provisions of this Article III and (iiSection 6.1(b) the transferee of such Share Equivalents (if other than (A) the Company or another Stockholder, (B) a transferee in a sale of Share Equivalents made under Rule 144 or any successor provision under the Securities Act, or (C) a transferee of Share Equivalents pursuant to an offer and sale registered under the Securities Act) agrees to become a party to this Agreement pursuant to Article VII hereof and executes such further documents as may be necessary, in the opinion of the Company and the SLP Investors, to make him, her or it a party hereto. (b) Any purported transfer other provisions of Share Equivalents other than in accordance with this Agreement by any Stockholder shall be null and void, and the Company shall refuse to recognize any such transfer for any purpose and shall not reflect in its records any change in record ownership of Share Equivalents pursuant to any such transferArticle VI. (c) Each Stockholder acknowledges that the Restricted Shares have not been registered under the Securities Act Any Transfer or attempted Transfer by a JV Partner in violation of this Section 6.1 will be null and may not be transferred except pursuant to an effective registration statement under the Securities Act void and of no force or pursuant to an exemption from registration under the Securities Acteffect whatever. Each Stockholder JV Partner who is a transferring Party hereby further agrees that it will not transfer to hold the Joint Venture and every other JV Partner and its Affiliates wholly and completely harmless from any Restricted Shares at cost, Liability, or damage (including Liabilities for income taxes and costs of enforcing this indemnity) incurred by any time if of such action would constitute indemnified Persons as a result of a Transfer or an attempted Transfer in violation of any securities laws this Agreement. For the avoidance of any applicable jurisdiction or a breach of the conditions to any exemption from registration of Restricted Shares under any such laws or a breach of any undertaking or agreement of such Stockholder entered into pursuant to such laws or in connection with obtaining an exemption thereunder. Each Stockholder agrees that any Restricted Shares to be held by it shall bear the restrictive legend set forth in Section 6.3. (d) No Stockholder shall grant any proxy or enter into or agree to be bound by any voting trust with respect to any Share Equivalents or enter into any agreements or arrangements of any kind with any Person with respect to any Share Equivalents inconsistent with doubt, the provisions of this Agreement (whether Section 6.1 do not limit in any respect any Transfer by any Clorox Partner of any business, assets or not such agreements and arrangements are with other Stockholders or holders properties of Share Equivalents who are not parties to this Agreement)the Glad Business, including agreements or arrangements with respect without limitation a Third Party Sale pursuant to Section 6.7 hereof; provided, such Clorox Partner has assigned to the acquisition, disposition or voting (if applicable) transferee and the transferee has assumed this Agreement and all Related Agreements to the extent required by the terms of any Share Equivalents, nor shall any Stockholder act, for any reason, as a member of a group or in concert with any other persons in connection with the acquisition, disposition or voting (if applicable) of any Share Equivalents in any manner that is inconsistent with the provisions of this AgreementSection 6.1.

General Restrictions on Transfers. (a) No Stockholder may sell, exchange, assign, pledge, hypothecate, gift Except as otherwise provided in Section 4.03 or otherwise transfer or dispose of (all of which acts shall be deemed included in the term “transfer” as used in this AgreementArticle 7, and other than Dispositions by a Member to one or more of its Affiliates, (a) no Class A Member may Dispose of all or any legalportion of its Class A Units without the prior written consent of GEPIF; and (b) no Class B Member may Dispose of all or any portion of its Class B Units without the prior written consent of NEP Member; provided, economic or beneficial interest in any Share Equivalents (whether held in its own right or by its representative) unless however, that (i) each Class A Member shall be permitted to pledge all or a portion of its Membership Interest in, and distributions with respect to, its Class A Units in connection with a Class A Permitted Loan Financing, and each Member agrees to provide reasonable cooperation in connection therewith (it being agreed by the Members that any foreclosure under such transfer of Share Equivalents is made Class A Permitted Loan Financing on the books of the Company and is pledged Class A Units shall not in violation of the provisions of be deemed to violate this Article III Section 7.01(a)); and (ii) each Class B Member shall be permitted to pledge all or a portion of its Membership Interest in, and distributions with respect to, its Class B Units in connection with a Class B Permitted Loan Financing, and each Member agrees to provide reasonable cooperation in connection therewith (it being agreed by the transferee Members that any foreclosure under such Class B Permitted Loan Financing on pledged Class B Units shall not be deemed to violate this Section 7.01(a)). Notwithstanding the foregoing, but subject to Section 7.01(b), at any time after expiration of such Share Equivalents the Call Option Period (or the Call Option Period Extension, if applicable), each of the Class B Members may freely Dispose of all or any portion of its Membership Interest to any Person, other than (A) an Excluded Party, without the Company or another Stockholder, (B) a transferee in a sale consent of Share Equivalents made under Rule 144 or any successor provision under NEP Member. Each Member agrees that it shall provide the Securities Act, or (C) a transferee of Share Equivalents pursuant to an offer and sale registered under the Securities Act) agrees to become a party to this Agreement pursuant to Article VII hereof and executes such further documents as may be necessary, in the opinion of the Company Managing Member and the SLP Investorsother Members with prior written notice of any proposed Disposition or Encumbrances of its Membership Interests. Any attempted Disposition or Encumbrance of a Membership Interest other than in strict accordance with this Article 7 shall be, to make himand is hereby declared, her or it a party heretonull and void ab initio. (b) Any purported transfer An Assignee may be admitted to the Company as a Member, with the Membership Interest so Disposed of Share Equivalents other than to such Assignee, only if such Disposition is effected in accordance with this Agreement by any Stockholder shall be null and voidSection 7.01(a) and, and if applicable, Section 7.02 or Section 7.03. In addition to the Company shall refuse to recognize any such transfer for any purpose and shall not reflect in its records any change in record ownership of Share Equivalents pursuant to any such transfer. (c) Each Stockholder acknowledges that the Restricted Shares have not been registered under the Securities Act and may not be transferred except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. Each Stockholder agrees that it will not transfer any Restricted Shares at any time if such action would constitute a violation of any securities laws of any applicable jurisdiction or a breach of the conditions to any exemption from registration of Restricted Shares under any such laws or a breach of any undertaking or agreement of such Stockholder entered into pursuant to such laws or in connection with obtaining an exemption thereunder. Each Stockholder agrees that any Restricted Shares to be held by it shall bear the restrictive legend requirements set forth in Section 6.3. (d) No Stockholder shall grant any proxy or enter into or agree to be bound by any voting trust with respect to any Share Equivalents or enter into any agreements or arrangements of any kind with any Person with respect to any Share Equivalents inconsistent with the provisions of this Agreement (whether or not such agreements and arrangements are with other Stockholders or holders of Share Equivalents who are not parties to this Agreement7.01(a), including agreements or arrangements with respect any admission of an Assignee as a Member shall also be subject to the acquisitionfollowing requirements, disposition or voting and such Disposition (and admission, if applicable) shall not be effective unless such requirements are complied with; provided that the Managing Member, in its sole and absolute discretion, may waive any of any Share Equivalents, nor the following requirements (it being understood and agreed that the Disposition of the Class B Units to GEPIF by NEP Member in accordance with and pursuant to the Purchase Agreement and Section 4.03 hereof shall any Stockholder act, for any reason, satisfy all requirements set forth in this Agreement to effect such Disposition and admit GEPIF as a member of a group or in concert with any other persons in connection with the acquisition, disposition or voting (if applicable) of any Share Equivalents in any manner that is inconsistent with the provisions of this Agreement.Member):

General Restrictions on Transfers. (a) No Stockholder may sellExcept for transfers permitted in accordance with Sections 4.2, 4.3, 5.2, 5.3 or 5.4 of this Agreement, during the eighteen (18) month period immediately following the date of this Agreement (the “Restricted Period”), no Shareholder may, without the consent of the other Shareholders, transfer by way of sale, exchange, assignassignment, pledge, hypothecate, gift or otherwise transfer or dispose of other disposition (all of which acts shall be deemed included in the term “transfer” as used in this Agreement) any legal, economic or beneficial interest in any Share Equivalents Shares (whether held in its own right or by its representative) to any Person. (b) In addition, no Shareholder may, without the consent of the other Shareholders, transfer any Shares unless (i) such transfer of Share Equivalents Shares is made on the books Register of Shareholders of the Company and is not in violation of the provisions of this Article III IV and (ii) the transferee of such Share Equivalents Shares (if other than (A) the Company or another StockholderShareholder, (B) a transferee in a sale of Share Equivalents Shares made under Rule 144 or any successor provision under the Securities Act, or (C) a transferee of Share Equivalents Shares pursuant to an offer and sale registered under the Securities Act) agrees to become a party to this Agreement pursuant to Article VII hereof and executes such further documents as may be necessary, in the opinion of the Company and the SLP InvestorsBoard, to make him, her or it a party hereto. (bc) Any purported transfer of Share Equivalents Shares other than in accordance with this Agreement by any Stockholder Shareholder shall be null and void, and the Company shall refuse to recognize any such transfer for any purpose and shall not reflect in its records Register of Shareholders any change in record ownership of Share Equivalents Shares pursuant to any such transfer. (cd) Each Stockholder Shareholder acknowledges that the Restricted Shares it may receive as a result of the conversion or exchange of, or a distribution with respect to, the Parent Shares will not have not been registered under the Securities Act and may not be transferred except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. Each Stockholder Shareholder agrees that it will not transfer any Restricted Shares at any time if such action would constitute a violation of any securities laws of any applicable jurisdiction or a breach of the conditions to any exemption from registration of Restricted Shares under any such laws or a breach of any undertaking or agreement of such Stockholder Shareholder entered into pursuant to such laws or in connection with obtaining an exemption thereunder. Each Stockholder Shareholder agrees that any Restricted certificates representing Shares to be held by it shall bear the restrictive legend set forth in Section 6.36.3(a). (de) No Stockholder Shareholder shall grant any proxy or enter into or agree to be bound by any voting trust or similar arrangement with respect to any Share Equivalents Shares or enter into any agreements or arrangements of any kind with any Person with respect to any Share Equivalents Shares, in each case, that is inconsistent with the provisions of this Agreement (whether or not such agreements and arrangements are with other Stockholders Shareholders or holders of Share Equivalents Shares who are not parties to this Agreement), including agreements or arrangements with respect to the acquisition, disposition or voting (if applicable) of any Share EquivalentsShares, or the exercise of any rights hereunder, nor shall any Stockholder Shareholder act, for any reason, as a member Shareholder of a group or in concert with any other persons Persons in connection with the acquisition, disposition or voting (if applicable) of any Share Equivalents Shares, or the exercise of any rights hereunder, in any manner that which is inconsistent with the provisions of this Agreement.

General Restrictions on Transfers. (a) No Stockholder The Rollover Investor may not sell, exchange, assign, pledge, hypothecate, gift give or otherwise transfer or dispose of (all of which acts shall be deemed included in the term “transfer” as used in this Agreement) any legal, economic or beneficial interest in any Share Equivalents (whether held in its own right or by its representative) unless (i) such transfer of Share Equivalents is made on the books of the Company and is not in violation of the provisions of this Article III and (ii) the transferee of such Share Equivalents (if other than (A) the Company or another StockholderCompany, (B) a transferee in a sale of Share Equivalents made under Rule 144 or any successor provision under the Securities Act, Act or (C) a transferee of Share Equivalents pursuant to an offer and sale registered under the Securities Act) agrees to become a party to this Agreement pursuant to Article VII VI hereof and executes such further documents as may be necessary, necessary in the opinion of the Company and the SLP Investors, to make him, her or it a party hereto, including a Spousal Consent, if applicable. (b) Any purported transfer of Share Equivalents other than in accordance with this Agreement by any Stockholder the Rollover Investor shall be null and void, and the Company shall refuse to not recognize any such transfer for any purpose and shall not reflect in its records any change in record ownership of Share Equivalents pursuant to any such transfer. (c) Each Stockholder acknowledges that the Restricted Shares have not been registered under the Securities Act and may not be transferred except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. Each Stockholder The Rollover Investor agrees that it will not transfer any Restricted Shares at any time if such action would constitute a violation of any securities laws of any applicable jurisdiction or a breach of the conditions to any exemption from registration of Restricted Shares under any such laws or a breach of any undertaking or agreement of such Stockholder the Rollover Investor entered into pursuant to such laws or in connection with obtaining an exemption thereunder. Each Stockholder The Rollover Investor agrees that any Restricted Shares to be held by it him shall bear the restrictive legend set forth in Section 6.35.3. (d) No Stockholder shall grant any proxy or enter into or agree to be bound by any voting trust with respect to any Share Equivalents or enter into any agreements or arrangements of any kind with any Person with respect to any Share Equivalents inconsistent with the provisions of this Agreement (whether or not such agreements and arrangements are with other Stockholders or holders of Share Equivalents who are not parties to this Agreement), including agreements or arrangements with respect to the acquisition, disposition or voting (if applicable) of any Share Equivalents, nor shall any Stockholder act, for any reason, as a member of a group or in concert with any other persons in connection with the acquisition, disposition or voting (if applicable) of any Share Equivalents in any manner that is inconsistent with the provisions of this Agreement.

General Restrictions on Transfers. (a) No Each Stockholder may hereby agrees with the Company that such Stockholder shall not, directly or indirectly, sell, exchange, assign, pledge, hypothecate, gift or otherwise transfer or transfer, dispose of or encumber (all of which acts shall be deemed included in the term “transferTransfer” as used in this Agreement) any Securities or any legal, economic or beneficial interest in any Share Equivalents Securities (in each case, whether held in its own right or by its representativerepresentative and whether voluntary or involuntary or by operation of law) unless (i) to the extent such transfer Transfer constitutes a Transfer of Share Equivalents Securities, such Transfer of Securities is made on the books of the Company (or its transfer agent) and is not in violation of the provisions of this Article III IV and (ii) the transferee of such Share Equivalents Securities (if other than (A) the Company or another Stockholderany of its Subsidiaries, (B) a transferee in a sale of Share Equivalents Securities made under Rule 144 or any successor provision under the Securities ActAct after an Initial Public Offering, or (C) a transferee of Share Equivalents Securities pursuant to an offer and sale registered under the Securities ActAct or (D) a partner, member or other investor of any Stockholder that is a private equity fund that makes a distribution prior to or following an Initial Public Offering) agrees to become a party to this Agreement pursuant to Article VII hereof and executes such further documents as may be necessary, in the opinion reasonable judgment of the Company and the SLP InvestorsCompany, to make him, her or it a party hereto, including, to the extent such transferee is a resident in a community property state (including California), a Consent of Spouse, duly authorized, executed and delivered by such transferee’s spouse, if any. For the avoidance of doubt, it is understood and agreed that solely with respect to the H&F Stockholders, a bona fide direct or indirect Transfer of partnership interests in any private equity fund affiliated with, or managed by, Xxxxxxx & Xxxxxxxx LLC, or its Affiliates, as the case may be, or any Person that holds a direct or indirect interest in such private equity fund, to another partner or to a third party, shall not constitute a Transfer for purposes of this Agreement. (b) Any purported transfer Transfer of Share Equivalents Securities or any interest in any Securities other than in accordance with this Agreement by any Stockholder shall be null and voidvoid ab initio, and the Company shall refuse to recognize any such transfer Transfer for any purpose and shall not reflect in its records any change in record ownership of Share Equivalents Securities pursuant to any such transferTransfer. (c) Each Stockholder acknowledges that the SEC Restricted Shares Securities have not been registered under the Securities Act and may not be transferred except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. Each Stockholder agrees that it it, he or she will not transfer Transfer any SEC Restricted Shares Securities at any time if such action would constitute a violation of any securities laws of any applicable jurisdiction or a breach of the conditions to any exemption from registration of SEC Restricted Shares Securities under any such laws or a breach of any undertaking or agreement of such Stockholder entered into pursuant to such laws or in connection with obtaining an exemption thereunder. Each Stockholder agrees that any SEC Restricted Shares Securities to be held by it it, him or her that are represented by certificates shall bear the restrictive legend set forth in Section 6.3. (d) No Non-H&F Stockholder shall grant any proxy or enter into or agree to be bound by any voting trust with respect to any Share Equivalents Securities or enter into any agreements or arrangements of any either kind with any Person person with respect to any Share Equivalents Securities inconsistent with the provisions of this Agreement (whether or not such agreements and arrangements are with other Stockholders or holders of Share Equivalents who are not parties to this Agreement), including agreements or arrangements with respect to the acquisition, disposition or voting (if applicable) of any Share EquivalentsSecurities, nor shall any Non-H&F Stockholder act, for any reason, as a member of a group or in concert with any other persons Persons in connection with the acquisition, disposition or voting (if applicable) of any Share Equivalents Securities in any manner that which is inconsistent with the provisions of this Agreement.

General Restrictions on Transfers. (a) No During the Transfer Restriction Period, each Management Stockholder hereby agrees that he or she shall not Transfer any Securities to any Person, except Transfers: (i) to the Company, any H&F Investor or any Permitted Transferee that otherwise comply with this Section 1, provided that in the case of any Transfer of Options such Permitted Transferee must be a Permitted Transferee pursuant to clause (iii) of the definition of Permitted Transferee; (ii) pursuant to and in compliance with Section 3, Section 4, Section 6 or Section 7; or (iii) upon receipt of the prior written consent of the Company and subject to compliance with Section 2, which consent shall have been authorized by a majority of the members of the Board and which consent may be (A) withheld in the sole discretion of the Board, or (B) given subject to reasonable terms and conditions determined by the Board in its sole discretion. Each Management Stockholder further agrees that in connection with any Transfer consented to by the Company, the Management Stockholder shall, if requested by the Company, deliver to the Company an opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that the Transfer is not in violation of the Securities Act of 1933 or the securities laws of any state. (b) From the date hereof until expiration of the Transfer Restriction Period, no Management Stockholder may sell, exchange, assign, pledge, hypothecate, gift or otherwise transfer or dispose of (all of which acts shall be deemed included in the term “transfer” as used in this AgreementTransfer”) any legal, economic or beneficial interest in any Share Equivalents Securities (whether held in its own right or by its representative) unless unless: (i) such transfer Transfer of Share Equivalents is made on the books of the Company and Securities is not in violation of the provisions of this Article III and Agreement; and (ii) the transferee of such Share Equivalents Securities (if other than (A) the Company Company, another Management Stockholder or another Stockholderan H&F Investor, (B) a transferee in a sale of Share Equivalents Securities made under Rule 144 or any successor provision under the Securities Act, or (C) a transferee of Share Equivalents Shares pursuant to an offer and sale registered under the Securities Act) agrees shall agree in writing (A) to become a party to be bound by the terms and conditions of this Agreement pursuant to Article VII hereof an instrument of assumption reasonably satisfactory in form and executes substance to the Board and (B) in addition, in the case of any Permitted Transferee, to immediately convey record and beneficial ownership of all Share Equivalents and all rights and obligations hereunder to the originally transferring Management Stockholder or another Permitted Transferee of such Management Stockholder if he, she or it ceases to be a Permitted Transferee of such Management Stockholder, and shall execute such further documents as may be necessary, in the opinion judgment of the Company and the SLP InvestorsCompany, to make him, her or it such transferee a party hereto. Upon satisfaction of the foregoing requirements of this Section 1(b), such transferee shall be deemed to be a Management Stockholder for all purposes of this Agreement except that, (x) in the case of a Transfer to a Permitted Transferee, all provisions that relate to termination of employment of a Management Stockholder and the effects thereof shall continue to be interpreted based on the employment status of such Management Stockholder transferor and not of such Permitted Transferee and (y) in the case of a Transfer to a Person other than a Permitted Transferee, Section 3 of this Agreement shall cease to apply following such Transfer. (bc) Any purported transfer Transfer of Share Equivalents Securities other than in accordance with the terms of this Agreement Agreement, including Section 1 and Section 2 hereof, by any Management Stockholder shall be null and void, and the Company shall refuse to recognize any such transfer for any purpose and shall not reflect in its records any change in record ownership of Share Equivalents Securities pursuant to any such transfer. (c) Each Stockholder acknowledges that the Restricted Shares have not been registered under the Securities Act and may not be transferred except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. Each Stockholder agrees that it will not transfer any Restricted Shares at any time if such action would constitute a violation of any securities laws of any applicable jurisdiction or a breach of the conditions to any exemption from registration of Restricted Shares under any such laws or a breach of any undertaking or agreement of such Stockholder entered into pursuant to such laws or in connection with obtaining an exemption thereunder. Each Stockholder agrees that any Restricted Shares to be held by it shall bear the restrictive legend set forth in Section 6.3. (d) No Stockholder shall grant any proxy or enter into or agree to be bound by any voting trust with respect to any Share Equivalents Securities or enter into any agreements or arrangements of any either kind with any Person person with respect to any Share Equivalents Securities inconsistent with the provisions of this Agreement (whether or not such agreements and arrangements are with other Stockholders or holders of Share Equivalents Securities who are not parties to this Agreement), including agreements or arrangements with respect to the acquisition, disposition or voting (if applicable) of any Share EquivalentsSecurities, nor shall any Stockholder act, for any reason, as a member of a group or in concert with any other persons in connection with the acquisition, disposition or voting (if applicable) of any Share Equivalents Securities in any manner that which is inconsistent with the provisions of this Agreement. (e) For the avoidance of doubt, the provisions of this Section 1 do not affect any restrictions or prohibitions on Transfers of Options under any equity incentive plan, program or agreement under which such Options were granted.

General Restrictions on Transfers. (a) No Prior to the consummation of an initial Public Offering, no Stockholder may may, directly or indirectly sell, exchange, assign, pledge, hypothecate, gift or otherwise transfer or transfer, dispose of or encumber (all of which acts shall be deemed included in the term “transferTransfer” as used in this Agreement) any Equity Securities or any legal, economic or beneficial interest in any Share Equivalents Equity Securities (in each case, whether held in its own right or by its representativerepresentative and whether voluntary or involuntary or by operation of law) unless (i) such transfer Transfer of Share Equivalents Equity Securities is made on the books of the Company and is not in violation of the provisions of this Article III ARTICLE II and (ii) the transferee of such Share Equivalents Equity Securities (if other than (A) the Company Company, any of its Subsidiaries or another Stockholder, (B) a transferee in a sale of Share Equivalents Equity Securities made under Rule 144 or any successor provision under the Securities Act144, or (C) a transferee of Share Equivalents Shares pursuant to an offer and sale registered under the Securities Act) agrees to become a party to this Agreement pursuant to Article VII hereof Section 5.6(b) and executes such further documents as may be necessary, in the opinion reasonable judgment of the Company and the SLP InvestorsCompany, to make him, her or it a party hereto. For the avoidance of doubt, it is understood that a transfer of limited partnership interests, limited liability company interests or similar interests in any of the H&F Investors, any other private equity fund or any parent entity with respect to any such H&F Investor or private equity fund shall not constitute a Transfer for purposes of this Agreement. (b) From and after the date hereof until this Agreement is terminated, all certificates or other instruments representing Equity Securities held by any of the Stockholders shall bear a legend which shall substantially state as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AND HAVE THE BENEFIT OF A STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 13, 2010, AS THE SAME MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS AGREEMENT HAS BEEN FILED IN THE CHIEF EXECUTIVE OFFICE OF THE COMPANY WHERE THE SAME MAY BE INSPECTED DAILY DURING BUSINESS HOURS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (II) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.” Notwithstanding the foregoing provisions of this Section 2.1(b), the legend required by the paragraph immediately above shall be removed from any such certificates representing Equity Securities (i) when and so long as such Equity Securities shall have been effectively registered under the Securities Act and disposed of pursuant thereto or (ii) if and when requested by the Company, the Company shall have received an opinion of counsel reasonably satisfactory to it that such Equity Securities may be freely Transferred at any time without registration thereof under the Securities Act and that such legend may be removed. (c) Any purported transfer Transfer of Share Equivalents Equity Securities or any interest in any Equity Securities other than in accordance with this Agreement by any Stockholder shall be null and void, and the Company shall refuse to recognize any such transfer Transfer for any purpose and shall not reflect in its records any change in record ownership of Share Equivalents Equity Securities pursuant to any such transferTransfer. (cd) Without the prior written consent of the H&F Investors, the Company shall not issue any Equity Securities upon original issue or reissue or otherwise dispose of any Equity Securities (other than Equity Securities registered under the Securities Act) unless the recipient or transferee of such Equity Securities (if other than a Stockholder) shall agree to become a party to this Agreement pursuant to Section 5.6(b) hereof and executes such further documents as may be necessary, in the reasonable judgment of the Company, to make him, her or it a party hereto or thereto. (e) Each Stockholder acknowledges that the Restricted Shares Equity Securities have not been registered under the Securities Act and may not be transferred Transferred except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. Each Stockholder agrees that it will not transfer Transfer any Restricted Shares Equity Securities at any time if such action would constitute a violation of any securities laws of any applicable jurisdiction or a breach of the conditions to any exemption from registration of Restricted Shares Equity Securities under any such laws or a breach of any undertaking or agreement of such Stockholder entered into pursuant to such laws or in connection with obtaining an exemption thereunder. Each Stockholder agrees that any Restricted Shares Equity Securities to be held by it it, him or her shall bear the restrictive legend set forth in Section 6.32.1(b). (df) No Stockholder shall grant any proxy or enter into or agree to be bound by any voting trust with respect to any Share Equivalents Equity Securities or enter into any agreements or arrangements of any either kind with any Person person with respect to any Share Equivalents Equity Securities inconsistent with the provisions of this Agreement (whether or not such agreements and arrangements are with other Stockholders or holders of Share Equivalents Equity Securities who are not parties to this Agreement), including agreements or arrangements with respect to the acquisition, disposition or voting (if applicable) of any Share EquivalentsEquity Securities, nor shall any Stockholder act, for any reason, as a member of a group or in concert with any other persons Persons in connection with the acquisition, disposition or voting (if applicable) of any Share Equivalents Equity Securities in any manner that which is inconsistent with the provisions of this Agreement. (g) Each Non-H&F Stockholder agrees that, with respect to any stock certificate(s) evidencing any Equity Securities owned by such Non-H&F Stockholder, the Company shall deliver (or cause to be delivered) such certificate(s) to the Secretary of the Company or other designee of the Company (the “Escrow Holder”), who is hereby appointed to hold such certificate(s) in escrow and to take all such actions and to effectuate all such Transfers of such Equity Securities as are in accordance with the terms of this Agreement. The Company agrees to provide such Non-H&F Stockholder with a photocopy of such stock certificate(s) upon such Non-H&F Stockholder’s request. The Non-H&F Stockholder and the Company agree that the Escrow Holder will not be liable to any party to this Agreement (or to any other party) for any actions or omissions unless the Escrow Holder is grossly negligent or intentionally fraudulent in carrying out the duties of the Escrow Holder under this Agreement. The Escrow Holder may rely upon any letter, notice or other document executed with any signature purported to be genuine and may rely on the advice of counsel and obey any order of any court with respect to the transactions contemplated by this Agreement.

General Restrictions on Transfers. (a) No Stockholder Except for transfers permitted in accordance with Sections 4.2, 4.4, 5.2, 5.3 or 5.4 of this Agreement, during the four (4) year period immediately following the date of this Agreement (the “Restricted Period”), no Member may selltransfer by way of sale, exchange, assignassignment, pledge, hypothecate, gift or otherwise transfer or dispose of other disposition (all of which acts shall be deemed included in the term “transfer” as used in this Agreement) any legal, economic or beneficial interest in any Share Equivalents Shares (whether held in its own right or by its representative) to any Person. (b) In addition, no Member may transfer any Shares unless (i) such transfer of Share Equivalents Shares is made on the books Register of Members of the Company and is not in violation of the provisions of this Article III IV and (ii) the transferee of such Share Equivalents Shares (if other than (A) the Company or another StockholderMember, (B) a transferee in a sale of Share Equivalents Shares made under Rule 144 or any successor provision under the Securities Act, or (C) a transferee of Share Equivalents Shares pursuant to an offer and sale registered under the Securities Act) agrees to become a party to this Agreement pursuant to Article VII IX hereof and executes such further documents as may be necessary, in the opinion of the Company and the SLP InvestorsBoard, to make him, her or it a party hereto. (bc) Any purported transfer of Share Equivalents Shares other than in accordance with this Agreement by any Stockholder Members shall be null and void, and the Company shall refuse to recognize any such transfer for any purpose and shall not reflect in its records Register of Members any change in record ownership of Share Equivalents Shares pursuant to any such transfer. (cd) The Company shall not issue any Shares, or securities convertible into or exchangeable or exercisable for any Shares, upon original issue or reissue or otherwise dispose of any Shares (other than Shares registered under the Securities Act) unless the recipient or transferee of such Shares (if other than an existing Member) shall agree to become a party to this Agreement pursuant to Article IX hereof (or, in the case of a member of management of the Company or any of its subsidiaries, a party to the Management Members’ Agreement) and executes such further documents as may be necessary, in the opinion of the Board, to make him, her or it a party hereto (or thereto). (e) Each Stockholder Member acknowledges that the Restricted Shares have not been registered under the Securities Act and may not be transferred except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. Each Stockholder Member agrees that it will not transfer any Restricted Shares at any time if such action would constitute a violation of any securities laws of any applicable jurisdiction or a breach of the conditions to any exemption from registration of Restricted Shares under any such laws or a breach of any undertaking or agreement of such Stockholder Member entered into pursuant to such laws or in connection with obtaining an exemption thereunder. Each Stockholder Member agrees that any Restricted certificates representing Shares to be held by it shall bear the restrictive legend set forth in Section 6.38.3(a). (df) No Stockholder Member shall grant any proxy or enter into or agree to be bound by any voting trust or similar arrangement with respect to any Share Equivalents Shares or enter into any agreements or arrangements of any kind with any Person with respect to any Share Equivalents Shares, in each case, that is inconsistent with the provisions of this Agreement (whether or not such agreements and arrangements are with other Stockholders Members or holders of Share Equivalents Shares who are not parties to this Agreement), including agreements or arrangements with respect to the acquisition, disposition or voting (if applicable) of any Share EquivalentsShares, or the exercise of any rights hereunder, nor shall any Stockholder Member act, for any reason, as a member of a group or in concert with any other persons Persons in connection with the acquisition, disposition or voting (if applicable) of any Share Equivalents Shares, or the exercise of any rights hereunder, in any manner that which is inconsistent with the provisions of this Agreement. (g) No Member may transfer any Shares to any Competitor of the Company or any Affiliate of such Competitor, unless such transfer is consummated pursuant to Section 4.4.

General Restrictions on Transfers. (a) No During the Transfer Restriction Period, each Management Stockholder hereby agrees that he or she shall not Transfer any Securities to any Person, except Transfers: (i) to the Company, any H&F Investor or any Permitted Transferee that otherwise comply with this Section 1, provided that in the case of any Transfer of Options such Permitted Transferee must be a Permitted Transferee pursuant to clause (iii) of the definition of Permitted Transferee; (ii) pursuant to and in compliance with Section 3, Section 4, Section 5, Section 7 or Section 8; or (iii) upon receipt of the prior written consent of the Company and subject to compliance with Section 2, which consent shall have been authorized by a majority of the members of the Board and which consent may be (A) withheld in the sole discretion of the Board, or (B) given subject to reasonable terms and conditions determined by the Board in its sole discretion. Each Management Stockholder further agrees that in connection with any Transfer consented to by the Company, the Management Stockholder shall, if requested by the Company, deliver to the Company an opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that the Transfer is not in violation of the Securities Act of 1933 or the securities laws of any state. (b) From the date hereof until expiration of the Transfer Restriction Period, no Management Stockholder may sell, exchange, assign, pledge, hypothecate, gift or otherwise transfer or dispose of (all of which acts shall be deemed included in the term “transfer” as used in this AgreementTransfer”) any legal, economic or beneficial interest in any Share Equivalents Securities (whether held in its own right or by its representative) unless unless: (i) such transfer Transfer of Share Equivalents is made on the books of the Company and Securities is not in violation of the provisions of this Article III and Agreement; and (ii) the transferee of such Share Equivalents Securities (if other than (A) the Company Company, another Management Stockholder or another Stockholderan H&F Investor, (B) a transferee in a sale of Share Equivalents Securities made under Rule 144 or any successor provision under the Securities Act, or (C) a transferee of Share Equivalents Shares pursuant to an offer and sale registered under the Securities Act) agrees shall agree in writing (A) to become a party to be bound by the terms and conditions of this Agreement pursuant to Article VII hereof an instrument of assumption reasonably satisfactory in form and executes substance to the Board and (B) in addition, in the case of any Permitted Transferee, to immediately convey record and beneficial ownership of all Share Equivalents and all rights and obligations hereunder to the originally transferring Management Stockholder or another Permitted Transferee of such Management Stockholder if he, she or it ceases to be a Permitted Transferee of such Management Stockholder, and shall execute such further documents as may be necessary, in the opinion judgment of the Company and the SLP InvestorsCompany, to make him, her or it such transferee a party hereto. Upon satisfaction of the foregoing requirements of this Section 1(b), such transferee shall be deemed to be a Management Stockholder for all purposes of this Agreement except that, (x) in the case of a Transfer to a Permitted Transferee, all provisions that relate to termination of employment of a Management Stockholder and the effects thereof shall continue to be interpreted based on the employment status of such Management Stockholder transferor and not of such Permitted Transferee and (y) in the case of a Transfer to a Person other than a Permitted Transferee, Section 3 and Section 4 of this Agreement shall cease to apply following such Transfer. (bc) Any purported transfer Transfer of Share Equivalents Securities other than in accordance with the terms of this Agreement Agreement, including Section 1 and Section 2 hereof, by any Management Stockholder shall be null and void, and the Company shall refuse to recognize any such transfer for any purpose and shall not reflect in its records any change in record ownership of Share Equivalents Securities pursuant to any such transfer. (c) Each Stockholder acknowledges that the Restricted Shares have not been registered under the Securities Act and may not be transferred except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. Each Stockholder agrees that it will not transfer any Restricted Shares at any time if such action would constitute a violation of any securities laws of any applicable jurisdiction or a breach of the conditions to any exemption from registration of Restricted Shares under any such laws or a breach of any undertaking or agreement of such Stockholder entered into pursuant to such laws or in connection with obtaining an exemption thereunder. Each Stockholder agrees that any Restricted Shares to be held by it shall bear the restrictive legend set forth in Section 6.3. (d) No Stockholder shall grant any proxy or enter into or agree to be bound by any voting trust with respect to any Share Equivalents Securities or enter into any agreements or arrangements of any either kind with any Person person with respect to any Share Equivalents Securities inconsistent with the provisions of this Agreement (whether or not such agreements and arrangements are with other Stockholders or holders of Share Equivalents Securities who are not parties to this Agreement), including agreements or arrangements with respect to the acquisition, disposition or voting (if applicable) of any Share EquivalentsSecurities, nor shall any Stockholder act, for any reason, as a member of a group or in concert with any other persons in connection with the acquisition, disposition or voting (if applicable) of any Share Equivalents Securities in any manner that which is inconsistent with the provisions of this Agreement. (e) For the avoidance of doubt, the provisions of this Section 1 do not affect any restrictions or prohibitions on Transfers of Options under any equity incentive plan, program or agreement under which such Options were granted.

General Restrictions on Transfers. (a) No During the Pre-IPO Period, no Stockholder may sell, exchange, assign, pledge, hypothecate, gift or otherwise transfer or dispose of (all of which acts shall be deemed included in the term “transfer” as used in this Agreement) any legal, economic or beneficial interest in any Share Equivalents Securities (whether held in its own right or by its representative) unless (i) such transfer of Share Equivalents Securities is made on the books of the Company and is not in violation of the provisions of this Article III ARTICLE IV and (ii) the transferee of such Share Equivalents Securities (if other than (A) the Company or another Stockholder, (B) a transferee in a sale of Share Equivalents Securities made under Rule 144 or any successor provision under the Securities Act, or (C) a transferee of Share Equivalents Shares pursuant to an offer and sale registered under the Securities Act) agrees to become a party to this Agreement pursuant to Article VII ARTICLE IX hereof and executes such further documents as may be necessary, in the opinion judgment of the Company and the SLP InvestorsCompany, to make him, her or it a party hereto. (b) Any purported transfer of Share Equivalents Securities other than in accordance with this Agreement by any Stockholder shall be null and void, and the Company shall refuse to recognize any such transfer for any purpose and shall not reflect in its records any change in record ownership of Share Equivalents Securities pursuant to any such transfer. (c) The Company shall not issue any Share Equivalents upon original issue or reissue or otherwise dispose of any Share Equivalents (other than Share Equivalents registered under the Securities Act) unless the recipient or transferee of such Share Equivalents (if other than a Stockholder) shall agree to become a party to this Agreement pursuant to ARTICLE IX hereof and executes such further documents as may be necessary, in the judgment of the Company, to make him, her or it a party hereto. (d) Each Stockholder acknowledges that the Restricted Shares Share Equivalents have not been registered under the Securities Act and may not be transferred except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. Each Stockholder agrees that it will not transfer any Restricted Shares Share Equivalents at any time if such action would constitute a violation of any securities laws of any applicable jurisdiction or a breach of the conditions to any exemption from registration of Restricted Shares under any such laws or a breach of any undertaking or agreement of such Stockholder entered into pursuant to such laws or in connection with obtaining an exemption thereunder. Each Stockholder agrees that any Restricted Shares Share Equivalents to be held by it it, him or her shall bear the restrictive legend set forth in Section 6.38.3. (de) No Stockholder shall grant any proxy or enter into or agree to be bound by any voting trust with respect to any Share Equivalents Securities or enter into any agreements or arrangements of any either kind with any Person person with respect to any Share Equivalents Securities inconsistent with the provisions of this Agreement (whether or not such agreements and arrangements are with other Stockholders or holders of Share Equivalents Securities who are not parties to this Agreement), including agreements or arrangements with respect to the acquisition, disposition or voting (if applicable) of any Share EquivalentsSecurities, nor shall any Stockholder act, for any reason, as a member of a group or in concert with any other persons in connection with the acquisition, disposition or voting (if applicable) of any Share Equivalents Securities in any manner that which is inconsistent with the provisions of this Agreement.

General Restrictions on Transfers. (a) No Stockholder Prior to an Initial Public Offering, except for transfers in accordance with Sections 3.2, 3.3, 3.4 and Article IV of this Agreement, no Management Member may selltransfer by way of sale, exchange, assignassignment, pledge, hypothecatepledge (other than to the Company or any of its subsidiaries), gift or otherwise transfer or dispose of other disposition (all of which acts shall be deemed included in the term “transfer” as used in this Agreement) any legal, economic or beneficial interest in any Share Equivalents Shares (whether held in its own right or by its representative) to any Person. (b) In addition, no Management Member may transfer any Shares unless (i) such transfer of Share Equivalents Shares is made on the books Register of Members of the Company and is not in violation of the provisions of this Article III and (ii) the transferee of such Share Equivalents Shares (if other than (A) the Company or another Stockholdera Member, (B) a transferee in a sale of Share Equivalents Shares made under Rule 144 or any successor provision under the Securities Act, or (C) a transferee of Share Equivalents Shares pursuant to an offer and sale registered under the Securities Act) agrees to become a party to this Agreement pursuant to Article VII VI hereof and executes such further documents as may be necessary, in the opinion of the Company and the SLP InvestorsBoard, to make him, her or it a party hereto. (bc) Any purported transfer of Share Equivalents Shares other than in accordance with this Agreement by any Stockholder Management Member shall be null and void, and the Company shall refuse to recognize any such transfer for any purpose and shall not reflect in its records Register of Members any change in record ownership of Share Equivalents Shares pursuant to any such transfer. (cd) The Company shall not issue any Shares, or securities convertible into or exchangeable or exercisable for any Shares, upon original issue or reissue or otherwise dispose of any Shares (other than Shares registered under the Securities Act) unless the recipient or transferee of such Shares (if other than an existing Member) shall agree to become a party to this Agreement pursuant to Article VI hereof (or, in the case of a Person other than a Management Member, a party to that certain Members’ Agreements, dated as of the date hereof, by and among the Company and the Sponsor Members) and executes such further documents as may be necessary, in the opinion of the Board, to make him, her or it a party hereto. (e) Each Stockholder Management Member acknowledges that the Restricted Shares have not been registered under the Securities Act and may not be transferred except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. Each Stockholder Management Member agrees that it will not transfer any Restricted Shares at any time if such action would constitute a violation of any securities laws of any applicable jurisdiction or a breach of the conditions to any exemption from registration of Restricted Shares under any such laws or a breach of any undertaking or agreement of such Stockholder Management Member entered into pursuant to such laws or in connection with obtaining an exemption thereunder. Each Stockholder Management Member agrees that any Restricted certificates representing Shares to be held by it shall bear the restrictive legend set forth in Section 6.35.2(a). (df) No Stockholder Management Member shall grant any proxy or enter into or agree to be bound by any voting trust or similar arrangement with respect to any Share Equivalents Shares or enter into any agreements or arrangements of any either kind with any Person with respect to any Share Equivalents Shares, in each case, that is inconsistent with the provisions of this Agreement (whether or not such agreements and arrangements are with other Stockholders Members or holders of Share Equivalents Shares who are not parties to this Agreement), including agreements or arrangements with respect to the acquisition, disposition or voting (if applicable) of any Share EquivalentsShares, or the exercise of any rights hereunder, nor shall any Stockholder Management Member act, for any reason, as a member of a group or in concert with any other persons Persons in connection with the acquisition, disposition or voting (if applicable) of any Share Equivalents Shares, or the exercise of any rights hereunder, in any manner that which is inconsistent with the provisions of this Agreement. (g) No Management Member may transfer any Shares to any Competitor of the Company or any Affiliate of such Competitor, unless such transfer is consummated pursuant to Sections 3.3 or 3.

General Restrictions on Transfers. The registered Holder of this Warrant agrees by his, her or its acceptance hereof, that except by operation of law or by reason of reorganization of the Company, such Holder will not: (a) No Stockholder may sell, exchangetransfer, assign, pledgepledge or hypothecate this Warrant for a period of one hundred eighty (180) days immediately following the effective date of the registration statement, hypothecate, gift or otherwise transfer or dispose of (all of which acts shall be deemed included in the term Prospectus forms a part (the “transfer” as used in this AgreementEffective Date”) to any legal, economic or beneficial interest in any Share Equivalents (whether held in its own right or by its representative) unless person other than to (i) Maxim Group LLC (“Maxim”) or an underwriter or a selected dealer participating in the Offering, or (ii) an officer or partner of Maxim or of any such underwriter or selected dealer, and in each case the Warrant so transferred must remain subject to the foregoing lock-up restriction for the remainder of the time period in accordance with FINRA Conduct Rule 5110(g)(1), or (b) cause this Warrant or the Warrant Shares issuable hereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of this Warrant or the Warrant Shares hereunder, other than the transfer to (i) Maxim or an underwriter or a selected dealer participating in the Offering, or (ii) an officer or partner of Share Equivalents is Maxim or of any such underwriter or selected dealer, and in each case the Warrant so transferred must remain subject to the foregoing lock-up restriction for the remainder of the time period in accordance with FINRA Conduct Rule 5110(g)(1). On and after 180 days after the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. In order to make any permitted assignment, the Holder must deliver to the Company the assignment form attached hereto duly executed and completed, together with the Warrant and payment of all transfer taxes, if any, payable in connection therewith. The Company shall within five (5) Business Days transfer this Warrant on the books of the Company and is not in violation shall execute and deliver a new Warrant or Warrants of like tenor to the provisions appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of this Article III and (ii) the transferee Warrant Shares purchasable hereunder or such portion of such Share Equivalents (if other than (A) the Company or another Stockholder, (B) a transferee in a sale of Share Equivalents made under Rule 144 or any successor provision under the Securities Act, or (C) a transferee of Share Equivalents pursuant to an offer and sale registered under the Securities Act) agrees to become a party to this Agreement pursuant to Article VII hereof and executes such further documents number as may shall be necessary, in the opinion of the Company and the SLP Investors, to make him, her or it a party hereto. (b) Any purported transfer of Share Equivalents other than in accordance with this Agreement contemplated by any Stockholder shall be null and void, and the Company shall refuse to recognize any such transfer for any purpose and shall not reflect in its records any change in record ownership of Share Equivalents pursuant to any such transferassignment. (c) Each Stockholder acknowledges that the Restricted Shares have not been registered under the Securities Act and may not be transferred except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. Each Stockholder agrees that it will not transfer any Restricted Shares at any time if such action would constitute a violation of any securities laws of any applicable jurisdiction or a breach of the conditions to any exemption from registration of Restricted Shares under any such laws or a breach of any undertaking or agreement of such Stockholder entered into pursuant to such laws or in connection with obtaining an exemption thereunder. Each Stockholder agrees that any Restricted Shares to be held by it shall bear the restrictive legend set forth in Section 6.3. (d) No Stockholder shall grant any proxy or enter into or agree to be bound by any voting trust with respect to any Share Equivalents or enter into any agreements or arrangements of any kind with any Person with respect to any Share Equivalents inconsistent with the provisions of this Agreement (whether or not such agreements and arrangements are with other Stockholders or holders of Share Equivalents who are not parties to this Agreement), including agreements or arrangements with respect to the acquisition, disposition or voting (if applicable) of any Share Equivalents, nor shall any Stockholder act, for any reason, as a member of a group or in concert with any other persons in connection with the acquisition, disposition or voting (if applicable) of any Share Equivalents in any manner that is inconsistent with the provisions of this Agreement.

General Restrictions on Transfers. (a) The Bonds will not be registered under the 1933 Act, or any state securities or "blue sky" laws, and none of the Indenture Trustee, the Fiscal Agent, the Issuer, the Placement Agent nor the Servicer are under any obligation to register or qualify the Bonds under the 1933 Act or any state securities laws or to provide registration rights to any purchaser. No Stockholder may sellsale, exchange, assign, pledge, hypothecate, gift pledge or otherwise other transfer of any Bond or dispose of (all of which acts shall be deemed included in the term “transfer” as used in this Agreement) any legal, economic or beneficial interest in therein may be made by any Share Equivalents (whether held in its own right person unless such sale, pledge or by its representative) unless other transfer is made (i) such transfer of Share Equivalents is made on to the books of Issuer or the Company and is not in violation of the provisions of this Article III and Initial Purchasers, (ii) the transferee of such Share Equivalents (if other than (A) the Company or another Stockholder, (B) a transferee in a sale of Share Equivalents made under Rule 144 or any successor provision under the Securities Act, or (C) a transferee of Share Equivalents pursuant to an offer and sale registered under the Securities Act) agrees to become a party to this Agreement pursuant to Article VII hereof and executes such further documents as may be necessary, in the opinion of the Company and the SLP Investors, to make him, her or it a party hereto. (b) Any purported transfer of Share Equivalents other than in accordance with this Agreement by any Stockholder shall be null and void, and the Company shall refuse to recognize any such transfer for any purpose and shall not reflect in its records any change in record ownership of Share Equivalents pursuant to any such transfer. (c) Each Stockholder acknowledges that the Restricted Shares have not been registered under the Securities Act and may not be transferred except pursuant to an effective registration statement under the Securities 1933 Act and effective registration or qualification under applicable state securities laws, or (iii) (A) to QIBs in transactions complying with the requirements of Rule 144A, (B) to Institutional Accredited Investors who sign an agreement substantially in the form of Exhibit G hereto (a "Transferee Agreement"), or (C) in transactions outside the United States complying with the provisions of Regulation S. (b) Each Person who becomes a Bondholder or a Bond Owner will be deemed to have agreed to indemnify the Issuer, the Placement Agent, the Indenture Trustee, the Fiscal Agent and the Servicer against any liability that may result if such holder transfers such Bond or interest in a manner that is not exempt or in accordance with applicable federal, state and foreign securities laws. In addition, each Bondholder and Bond Owner that does not execute a Transferee Agreement shall be deemed to have represented and warranted as follows: (i) It is purchasing the Bonds for its own account or an account with respect to which it exercises sole investment discretion, and it or the owner of such account is (A) a QIB, and, except with respect to the Initial Purchaser, is aware that the sale to it is being made in reliance on Rule 144A; (B) an Institutional Accredited Investor, or (C) not a U.S. Person for purposes of the 1933 Act and is acquiring the Bond pursuant to Regulation S; and in the case of each of (A) and (B) above, it is not acquiring such Bonds with a view to any resale or distribution thereof other than in accordance with the restrictions set forth below. (ii) It acknowledges that the Bonds have not been and will not be registered under the 1933 Act or pursuant to any state securities law and may not be reoffered, resold or otherwise transferred except as permitted below. (iii) Each holder of a Bond described in clause (i)(A) and (i)(B) above agrees that (A) within three years after the later of the original issuance of the Bonds or the sale thereof by an exemption from registration affiliate of the Issuer (computed in accordance with paragraph (d) of Rule 144 under the Securities Act. Each Stockholder agrees that it will not transfer any Restricted Shares at any time 1933 Xxx) xx if such action would constitute a violation holder was at the date of such transfer or during the three months preceding such date of transfer an affiliate of the Issuer, the Bonds may not be reoffered, resold, pledged or otherwise transferred except in compliance with any applicable securities laws of any applicable jurisdiction or a breach state of the conditions United States and only (1) to any exemption from registration of Restricted Shares under any such laws the Issuer or a breach of any undertaking or agreement of such Stockholder entered into the Initial Purchaser, (2) pursuant to such laws Rule 144A, to a person who the holder reasonably believes is a qualified institutional buyer within the meaning of Rule 144A under the 1933 Act purchasing for its own account or the account of another qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A, (3) outside the United States in compliance with Rule 903 or Rule 904 of Regulation S under the 1933 Act, or (4) to an Institutional Accredited Investor, but only if, in connection with obtaining an exemption thereunder. Each Stockholder agrees that any Restricted Shares transfer pursuant to be held clause (4) and certain other transfers as specified in the Indenture, a Transferee Agreement is delivered by the transferee to the Indenture Trustee, and (B) it shall bear will give the restrictive legend set forth in Section 6.3transferee notice of these restrictions on resale of the Bonds. (iv) Each holder of a Bond described in clause (i)(A) and (i)(B) above understands that each such Bond, unless the Issuer determines otherwise consistent with applicable law, will bear a legend to the following effect: THIS BOND HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). THE HOLDER HEREOF, BY PURCHASING THIS BOND, AGREES FOR THE BENEFIT OF THE ISSUER AND THE INDENTURE TRUSTEE THAT THIS BOND MAY NOT BE RESOLD, PLEDGED, OR OTHERWISE TRANSFERRED (X) WITHIN THREE YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE HEREOF OR THE SALE HEREOF BY AN AFFILIATE OF THE ISSUER (COMPUTED IN ACCORDANCE WITH PARAGRAPH (d) No Stockholder shall grant any proxy or enter into or agree to be bound by any voting trust with respect to any Share Equivalents or enter into any agreements or arrangements of any kind with any Person with respect to any Share Equivalents inconsistent with the provisions of this Agreement OF RULE 144 UNDER THE 1933 ACT) OR (whether or not such agreements and arrangements are with other Stockholders or holders of Share Equivalents who are not parties to this Agreement)Y) BY AN AFFILIATE OF THE ISSUER OR BY ANY HOLDER THAT WAS AN AFFILIATE OF THE ISSUER AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH TRANSFER, including agreements or arrangements with respect to the acquisitionIN EITHER CASE, disposition or voting OTHER THAN IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY (if applicable1) of any Share EquivalentsTO THE ISSUER OR THE INITIAL PURCHASER, nor shall any Stockholder act(2) PURSUANT TO RULE 144A, for any reason, as a member of a group or in concert with any other persons in connection with the acquisition, disposition or voting (if applicable) of any Share Equivalents in any manner that is inconsistent with the provisions of this Agreement.TO A PERSON WHO THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE 1933 ACT PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER

General Restrictions on Transfers. (a) No Stockholder Senior Manager may sell, exchange, assign, pledge, hypothecate, gift give or otherwise transfer or dispose of (all of which acts shall be deemed included in the term “transfer” as used in this Agreement) any legal, economic or beneficial interest in any Share Equivalents (whether held in its own right or by its representative) unless (i) such transfer of Share Equivalents is made on the books of the Company and is not in violation of the provisions of this Article III and (ii) the transferee of such Share Equivalents (if other than (A) the Company or another StockholderCompany, (B) a transferee in a sale of Share Equivalents made under Rule 144 or any successor provision under the Securities Act, Act or (C) a transferee of Share Equivalents pursuant to an offer and sale registered under the Securities Act) agrees to become a party to this Agreement pursuant to Article VII hereof and executes such further documents as may be necessary, necessary in the opinion of the Company and the SLP Investors, to make him, her or it a party hereto, including a Spousal Consent, if applicable. (b) Any purported transfer of Share Equivalents other than in accordance with this Agreement by any Stockholder Senior Manager shall be null and void, and the Company shall refuse to recognize any such transfer for any purpose and shall not reflect in its records any change in record ownership of Share Equivalents pursuant to any such transfer. (c) Each Stockholder Senior Manager acknowledges that the Restricted Shares have not been registered under the Securities Act and may not be transferred except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. Each Stockholder Senior Manager agrees that it will not transfer any Restricted Shares at any time if such action would constitute a violation of any securities laws of any applicable jurisdiction or a breach of the conditions to any exemption from registration of Restricted Shares under any such laws or a breach of any undertaking or agreement of such Stockholder Senior Manager entered into pursuant to such laws or in connection with obtaining an exemption thereunder. Each Stockholder Senior Manager agrees that any Restricted Shares to be held by it shall bear the restrictive legend set forth in Section 6.3. (d) No Stockholder Senior Manager shall grant any proxy or enter into or agree to be bound by any voting trust with respect to any Share Equivalents or enter into any agreements or arrangements of any kind with any Person with respect to any Share Equivalents inconsistent with the provisions of this Agreement (whether or not such agreements and arrangements are with other Stockholders Senior Managers or holders of Share Equivalents who are not parties to this Agreement), including agreements or arrangements with respect to the acquisition, disposition or voting (if applicable) of any Share Equivalents, nor shall any Stockholder Senior Manager act, for any reason, as a member of a group or in concert with any other persons in connection with the acquisition, disposition or voting (if applicable) of any Share Equivalents in any manner that is inconsistent with the provisions of this Agreement.

General Restrictions on Transfers. (a) No During the Pre-IPO Period, no Stockholder may sell, exchange, assign, pledge, hypothecate, gift or otherwise transfer or dispose of (all of which acts shall be deemed included in the term “transfer” as used in this Agreement) any legal, economic or beneficial interest in any Share Equivalents Securities (whether held in its own right or by its representative) unless (i) such transfer of Share Equivalents Securities is made on the books of the Company and is not in violation of the provisions of this Article III ARTICLE IV and (ii) the transferee of such Share Equivalents Securities (if other than (A) the Company or another Stockholder, (B) a transferee in a sale of Share Equivalents Securities made under Rule 144 or any successor provision under the Securities Act, or (C) a transferee of Share Equivalents Shares pursuant to an offer and sale registered under the Securities Act) agrees to become a party to this Agreement pursuant to Article VII ARTICLE VIII hereof and executes such further documents as may be necessary, in the opinion judgment of the Company and the SLP InvestorsCompany, to make him, her or it a party hereto. (b) Any purported transfer of Share Equivalents Securities other than in accordance with this Agreement by any Stockholder shall be null and void, and the Company shall refuse to recognize any such transfer for any purpose and shall not reflect in its records any change in record ownership of Share Equivalents Securities pursuant to any such transfer. (c) During the Pre-IPO Period, without the prior written consent of the H&F Investors, the Company shall not issue any Share Equivalents upon original issue or reissue or otherwise dispose of any Share Equivalents (other than Share Equivalents registered under the Securities Act) unless the recipient or transferee of such Share Equivalents (if other than a Stockholder) shall agree to become a party (i) to this Agreement pursuant to ARTICLE VIII hereof or, (ii) at the Company’s election to the extent such recipient or transferee is an employee, executive officer, consultant or director of the Company or one or more subsidiaries of the Company, the Management Stockholders Agreement in accordance with the terms thereof, and executes such further documents as may be necessary, in the judgment of the Company, to make him, her or it a party hereto or thereto, as the case may be. (d) Each Stockholder acknowledges that the Restricted Shares Share Equivalents have not been registered under the Securities Act and may not be transferred except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. Each Stockholder agrees that it will not transfer any Restricted Shares Share Equivalents at any time if such action would constitute a violation of any securities laws of any applicable jurisdiction or a breach of the conditions to any exemption from registration of Restricted Shares under any such laws or a breach of any undertaking or agreement of such Stockholder entered into pursuant to such laws or in connection with obtaining an exemption thereunder. Each Stockholder agrees that any Restricted Shares Share Equivalents to be held by it it, him or her shall bear the restrictive legend set forth in Section 6.38.3. (de) No Stockholder shall grant any proxy or enter into or agree to be bound by any voting trust with respect to any Share Equivalents Securities or enter into any agreements or arrangements of any either kind with any Person person with respect to any Share Equivalents Securities inconsistent with the provisions of this Agreement (whether or not such agreements and arrangements are with other Stockholders or holders of Share Equivalents Securities who are not parties to this Agreement), including agreements or arrangements with respect to the acquisition, disposition or voting (if applicable) of any Share EquivalentsSecurities, nor shall any Stockholder act, for any reason, as a member of a group or in concert with any other persons in connection with the acquisition, disposition or voting (if applicable) of any Share Equivalents Securities in any manner that which is inconsistent with the provisions of this Agreement.

General Restrictions on Transfers. (a) No Stockholder Management Investor may sell, exchange, assign, pledge, hypothecate, gift or otherwise transfer or dispose of (all of which acts shall be deemed included in the term “transfer” as used in this Agreement) any legal, economic or beneficial interest in any Share Equivalents (whether held in its own right or by its representative) unless (i) such transfer of Share Equivalents is made on the books of the Company and is not in violation of the provisions of this Article III and (ii) the transferee of such Share Equivalents (if other than (A) the Company or another Stockholdera Stockholder party to the Stockholders Agreement, (B) a transferee in a sale of Share Equivalents made under Rule 144 or any successor provision under the Securities Act, Act or (C) a transferee of Share Equivalents pursuant to an offer and sale registered under the Securities Act) agrees to become a party to this Agreement pursuant to Article VII hereof and executes such further documents as may be necessary, necessary in the opinion of the Company and the SLP Investors, to make him, her or it a party hereto, including a Spousal Consent, if applicable. (b) Any purported transfer of Share Equivalents other than in accordance with this Agreement by any Stockholder Management Investor shall be null and void, and the Company shall refuse to recognize any such transfer for any purpose and shall not reflect in its records any change in record ownership of Share Equivalents pursuant to any such transfer. (c) Each Stockholder Management Investor acknowledges that the Restricted Shares have not been registered under the Securities Act and may not be transferred except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. Each Stockholder Management Investor agrees that it will not transfer any Restricted Shares at any time if such action would constitute a violation of any securities laws of any applicable jurisdiction or a breach of the conditions to any exemption from registration of Restricted Shares under any such laws or a breach of any undertaking or agreement of such Stockholder Management Investor entered into pursuant to such laws or in connection with obtaining an exemption thereunder. Each Stockholder Management Investor agrees that any Restricted Shares to be held by it shall bear the restrictive legend set forth in Section 6.3. (d) No Stockholder Management Investor shall grant any proxy or enter into or agree to be bound by any voting trust with respect to any Share Equivalents or enter into any agreements or arrangements of any kind with any Person with respect to any Share Equivalents inconsistent with the provisions of this Agreement (whether or not such agreements and arrangements are with other Stockholders Management Investors or holders of Share Equivalents who are not parties to this Agreement), including agreements or arrangements with respect to the acquisition, disposition or voting (if applicable) of any Share Equivalents, nor shall any Stockholder Management Investor act, for any reason, as a member of a group or in concert with any other persons in connection with the acquisition, disposition or voting (if applicable) of any Share Equivalents in any manner that is inconsistent with the provisions of this Agreement.

General Restrictions on Transfers. The registered Holder of this Warrant agrees by his, her or its acceptance hereof, that except by operation of law or by reason of reorganization of the Company, such Holder will not: (a) No Stockholder may sell, exchangetransfer, assign, pledge, hypothecate, gift pledge or otherwise transfer or dispose hypothecate this Warrant for a period of one hundred eighty (all of which acts shall be deemed included in 180) days following the term “transfer” as used in this Agreement) Effective Date to any legal, economic or beneficial interest in any Share Equivalents (whether held in its own right or by its representative) unless person other than to (i) Maxim Group LLC (“Maxim”) or an underwriter or a selected dealer participating in the Offering, or (ii) an officer or partner of Maxim or of any such underwriter or selected dealer, and in each case the Warrant so transferred must remain subject to the foregoing lock-up restriction for the remainder of the time period in accordance with FINRA Conduct Rule 5110(g)(1), or (b) cause this Warrant or the Warrant Shares issuable hereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of this Warrant or the Warrant Shares hereunder, other than the transfer to (i) Maxim or an underwriter or a selected dealer participating in the Offering, or (ii) an officer or partner of Share Equivalents is Maxim or of any such underwriter or selected dealer, and in each case the Warrant so transferred must remain subject to the foregoing lock-up restriction for the remainder of the time period in accordance with FINRA Conduct Rule 5110(g)(1). On and after 180 days after the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. In order to make any permitted assignment, the Holder must deliver to the Company the assignment form attached hereto duly executed and completed, together with the Warrant and payment of all transfer taxes, if any, payable in connection therewith. The Company shall within five (5) Business Days transfer this Warrant on the books of the Company and is not in violation shall execute and deliver a new Warrant or Warrants of like tenor to the provisions appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of this Article III and (ii) the transferee Warrant Shares purchasable hereunder or such portion of such Share Equivalents (if other than (A) the Company or another Stockholder, (B) a transferee in a sale of Share Equivalents made under Rule 144 or any successor provision under the Securities Act, or (C) a transferee of Share Equivalents pursuant to an offer and sale registered under the Securities Act) agrees to become a party to this Agreement pursuant to Article VII hereof and executes such further documents number as may shall be necessary, in the opinion of the Company and the SLP Investors, to make him, her or it a party hereto. (b) Any purported transfer of Share Equivalents other than in accordance with this Agreement contemplated by any Stockholder shall be null and void, and the Company shall refuse to recognize any such transfer for any purpose and shall not reflect in its records any change in record ownership of Share Equivalents pursuant to any such transferassignment. (c) Each Stockholder acknowledges that the Restricted Shares have not been registered under the Securities Act and may not be transferred except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. Each Stockholder agrees that it will not transfer any Restricted Shares at any time if such action would constitute a violation of any securities laws of any applicable jurisdiction or a breach of the conditions to any exemption from registration of Restricted Shares under any such laws or a breach of any undertaking or agreement of such Stockholder entered into pursuant to such laws or in connection with obtaining an exemption thereunder. Each Stockholder agrees that any Restricted Shares to be held by it shall bear the restrictive legend set forth in Section 6.3. (d) No Stockholder shall grant any proxy or enter into or agree to be bound by any voting trust with respect to any Share Equivalents or enter into any agreements or arrangements of any kind with any Person with respect to any Share Equivalents inconsistent with the provisions of this Agreement (whether or not such agreements and arrangements are with other Stockholders or holders of Share Equivalents who are not parties to this Agreement), including agreements or arrangements with respect to the acquisition, disposition or voting (if applicable) of any Share Equivalents, nor shall any Stockholder act, for any reason, as a member of a group or in concert with any other persons in connection with the acquisition, disposition or voting (if applicable) of any Share Equivalents in any manner that is inconsistent with the provisions of this Agreement.