Common use of Limitations Applicable to Former Employee-Partners Clause in Contracts

Limitations Applicable to Former Employee-Partners. (i) If the Employment of an Employee-Partner is terminated as a result of Retirement, death or Disability (a “Qualifying Termination”), such Former Employee-Partner or his or her estate may: (A) as of, and after, the date of the Qualifying Termination, Transfer, in the aggregate, a maximum number of Registrable Securities equal to the greater of (1) vested Registrable Securities having a market value as of the date of the Transfer equal to $250,000 and (2) one-half (1/2) of the number of vested Common Units and vested Registrable Securities held as of the Former Employee-Partner’s date of Qualifying Termination; and (B) as of, and after, the first anniversary of the date of the Qualifying Termination, Transfer the Former Employee-Partner’s remaining Registrable Securities. (ii) If the Employment of a Former Employee-Partner was terminated involuntarily or through resignation (a “Non-Qualifying Termination”), such Former Employee-Partner may, in each of the four one-year periods beginning on the third, fourth, fifth and sixth anniversaries of such Former Employee-Partner’s Non-Qualifying Termination, Transfer a maximum number of Registrable Securities equal to one-fourth (1/4) of the number of vested Registrable Securities and vested Common Units held as of the date of the Non-Qualifying Termination (plus the number of Registrable Securities such Former Employee-Partner could have Transferred in any previous year or years pursuant to this Section 2.01(b)(ii) but did not Transfer in such year or years). SC1:3469153.8 (iii) Prior to and including the First Year Lock-Up Expiration Date, a Former Employee-Partner may Transfer Registrable Securities only in the IPO Follow-On Underwritten Offering or, if there is a Change in Tax Law Determination, any additional Underwritten Public Offering initiated by the Company, provided that the aggregate number of Registrable Securities so transferred in all such offerings shall not exceed the volume limitations set forth in Section 2.02(a)(i)(B). Following the First Year Lock-Up Expiration Date, a Former Employee-Partner may Transfer Registrable Securities pursuant to this Section 2.01(b) in any manner of sale permitted under the securities laws. For the avoidance of doubt, a Former Employee-Partner will only have the right to use the Shelf Registration to effect the IPO Follow-On Underwritten Offering and , if there is a Change in Tax Law Determination, any additional Underwritten Public Offering initiated by the Company); provided that, in each case, such Former Employee-Partner otherwise has the right to participate in such offering. (iv) Notwithstanding clauses (i) and (ii) above, a Former Employee-Partner also may Transfer Registrable Securities and Non-Registrable Securities to (A) such Former Employee-Partner’s Permitted Transferees or (B) with the consent of the Company, a transferee in a Transfer the purpose or intent of which is substantially equivalent with or similar to the purpose or intent of the types of Transfers permitted by sub-clause (A) above; provided that any such transferee pursuant to this clause (iv) shall execute and deliver to the Company a Joinder to this Resale and Registration Rights Agreement, in the form attached hereto as Exhibit A, and shall thereafter be a “Stockholder” for purposes of this Agreement with the same rights and subject to the same limitations (including limitations pursuant to this clause (iv) to Transfer Registrable Securities and Non-Registrable Securities only for the benefit of the originally transferring Former Employee-Partner or such Former Employee-Partner’s Permitted Transferees) hereunder as the transferring Former Employee-Partner. Notwithstanding anything herein to the contrary, upon any Transfer provided pursuant to this clause (iv), the rights and obligations of any such transferee under this Agreement shall be aggregated with those of such transferring Former Employee-Partner and any other transferees of such Former Employee-Partner as if all such Registrable Securities and Non-Registrable Securities were still held by the transferring Former Employee-Partner. (v) In addition to the Transfers otherwise permitted by this Section 2.01(b), a Former Employee-Partner’s Registrable Securities and Non-Registrable Securities may be Transferred by will or the laws of descent and distribution, provided that any transferee pursuant to this clause (v) shall have no rights nor be subject to any limitations under this Agreement.

Limitations Applicable to Former Employee-Partners. (i) If the Employment of an Employee-Partner is terminated as a result of Retirement, death or Disability (a “Qualifying Termination”), such Former Employee-Partner or his or her estate may: (A) as of, and after, the date of the Qualifying Termination, Transfer, in the aggregate, a maximum number of Registrable Securities equal to the greater of (1) vested Registrable Securities having a market value as of the date of the Transfer equal to $250,000 and (2) one-half (1/2) of the number of vested Common Units and vested Registrable Securities held as of the Former Employee-Partner’s date of Qualifying Termination; and (B) as of, and after, the first anniversary of the date of the Qualifying Termination, Transfer the Former Employee-Partner’s remaining Registrable Securities. (ii) If the Employment of a Former Employee-Partner was terminated involuntarily or through resignation (a “Non-Qualifying Termination”), such Former Employee-Partner may, in each of the four one-year periods beginning on the third, fourth, fifth and sixth anniversaries of such Former Employee-Partner’s Non-Qualifying Termination, Transfer a maximum number of Registrable Securities equal to one-fourth (1/41/ 4) of the number of vested Registrable Securities and vested Common Units held as of the date of the Non-Qualifying Termination (plus the number of Registrable Securities such Former Employee-Partner could have Transferred in any previous year or years pursuant to this Section 2.01(b)(ii) but did not Transfer in such year or years). SC1:3469153.8. (iii) Prior to and including the First Year Lock-Up Expiration Date, a Former Employee-Partner may Transfer Registrable Securities only in the IPO Follow-On Underwritten Offering orOffering. Alternatively, if there is a applicable, prior to and including the Change in Tax Law DeterminationLock-Up Expiration Date, a Former Employee-Partner may Transfer Registrable Securities only in the IPO Follow-On Underwritten Offering, any additional Underwritten Public Offering initiated by the Company, and, if applicable, the H&F Additional Demand Registration, provided that the aggregate number of Registrable Securities so transferred in all such offerings shall not exceed the volume limitations set forth in Section 2.02(a)(i)(B). Following the First Year Lock-Up Expiration Date (or, if applicable, the Change in Tax Law Lock-Up Expiration Date), a Former Employee-Partner may Transfer Registrable Securities pursuant to this Section 2.01(b) in any manner of sale permitted under the securities laws. For the avoidance of doubt, a Former Employee-Partner will only have the right to use the Shelf Registration to effect the IPO Follow-On Underwritten Offering and and, if there is a applicable, prior to and including the Change in Tax Law DeterminationLock-Up Expiration Date, any additional Underwritten Public Offering initiated by the CompanyCompany or the H&F Additional Demand Registration); provided that, in each case, such Former Employee-Partner otherwise has the right to participate in such offering. (iv) Notwithstanding clauses (i) and (ii) above, a Former Employee-Partner also may Transfer Registrable Securities and Non-Registrable Securities to (A) such Former Employee-Partner’s Permitted Transferees or (B) with the consent of the Company, a transferee in a Transfer the purpose or intent of which is substantially equivalent with or similar to the purpose or intent of the types of Transfers permitted by sub-clause (A) above; provided that any such transferee pursuant to this clause (iv) shall execute and deliver to the Company a Joinder to this Resale and Registration Rights Agreement, in the form attached hereto as Exhibit A, and shall thereafter be a “Stockholder” for purposes of this Agreement with the same rights and subject to the same limitations (including limitations pursuant to this clause (iv) to Transfer Registrable Securities and Non-Registrable Securities only for the benefit of the originally transferring Former Employee-Partner or such Former Employee-Partner’s Permitted Transferees) hereunder as the transferring Former Employee-Partner. Notwithstanding anything herein to the contrary, upon any Transfer provided pursuant to this clause (iv), the rights and obligations of any such transferee under this Agreement shall be aggregated with those of such transferring Former Employee-Partner and any other transferees of such Former Employee-Partner as if all such Registrable Securities and Non-Registrable Securities were still held by the transferring Former Employee-Partner. (v) In addition to the Transfers otherwise permitted by this Section 2.01(b), a Former Employee-Partner’s Registrable Securities and Non-Registrable Securities may be Transferred by will or the laws of descent and distribution, provided that any transferee pursuant to this clause (v) shall have no rights nor be subject to any limitations under this Agreement.

Limitations Applicable to Former Employee-Partners. (i) If the Employment of an Employee-Partner is terminated as a result of Retirement, death or Disability (a “Qualifying Termination”), such Former Employee-Partner or his or her estate may: (A) as of, and after, the date of the Qualifying Termination, Transfer, in the aggregate, a maximum number of Registrable Securities equal to the greater of (1) vested Registrable Securities having a market value as of the date of the Transfer equal to $250,000 and (2) one-half (1/2) of the number of vested Common Units and vested Registrable Securities held as of the Former Employee-Partner’s date of Qualifying Termination; and (B) as of, and after, the first anniversary of the date of the Qualifying Termination, Transfer the Former Employee-Partner’s remaining Registrable Securities. (ii) If the Employment of a Former Employee-Partner was terminated involuntarily or through resignation (a “Non-Qualifying Termination”), such Former Employee-Partner may, in each of the four one-year periods beginning on the third, fourth, fifth and sixth anniversaries of such Former Employee-Partner’s Non-Qualifying Termination, Transfer a maximum number of Registrable Securities equal to one-fourth (1/4) of the number of vested Registrable Securities and vested Common Units held as of the date of the Non-Qualifying Termination (plus the number of Registrable Securities such Former Employee-Partner could have Transferred in any previous year or years pursuant to this Section 2.01(b)(ii) but did not Transfer in such year or years). SC1:3469153.8. (iii) Prior to and including the First Year Lock-Up Expiration Date, a Former Employee-Partner may Transfer Registrable Securities only in the IPO Follow-On Underwritten Offering or, if there is a Change in Tax Law Determination, any additional Underwritten Public Offering initiated by the Company, provided that the aggregate number of Registrable Securities so transferred in all such offerings shall not exceed the volume limitations set forth in Section 2.02(a)(i)(B). Following the First Year Lock-Up Expiration Date, a Former Employee-Partner may Transfer Registrable Securities pursuant to this Section 2.01(b) in any manner of sale permitted under the securities laws. For the avoidance of doubt, a Former Employee-Partner will only have the right to use the Shelf Registration to effect the IPO Follow-On Underwritten Offering and and, if there is a Change in Tax Law Determination, any additional Underwritten Public Offering initiated by the Company); provided that, in each case, such Former Employee-Partner otherwise has the right to participate in such offering. (iv) Notwithstanding clauses (i) and (ii) above, a Former Employee-Partner also may Transfer Registrable Securities and Non-Registrable Securities to (A) such Former Employee-Partner’s Permitted Transferees or (B) with the consent of the Company, a transferee in a Transfer the purpose or intent of which is substantially equivalent with or similar to the purpose or intent of the types of Transfers permitted by sub-clause (A) above; provided that any such transferee pursuant to this clause (iv) shall execute and deliver to the Company a Joinder to this Resale and Registration Rights Agreement, in the form attached hereto as Exhibit A, and shall thereafter be a “Stockholder” for purposes of this Agreement with the same rights and subject to the same limitations (including limitations pursuant to this clause (iv) to Transfer Registrable Securities and Non-Registrable Securities only for the benefit of the originally transferring Former Employee-Partner or such Former Employee-Partner’s Permitted Transferees) hereunder as the transferring Former Employee-Partner. Notwithstanding anything herein to the contrary, upon any Transfer provided pursuant to this clause (iv), the rights and obligations of any such transferee under this Agreement shall be aggregated with those of such transferring Former Employee-Partner and any other transferees of such Former Employee-Partner as if all such Registrable Securities and Non-Registrable Securities were still held by the transferring Former Employee-Partner. (v) In addition to the Transfers otherwise permitted by this Section 2.01(b), a Former Employee-Partner’s Registrable Securities and Non-Registrable Securities may be Transferred by will or the laws of descent and distribution, provided that any transferee pursuant to this clause (v) shall have no rights nor be subject to any limitations under this Agreement.

Limitations Applicable to Former Employee-Partners. (i) If the Employment of an Employee-Partner is terminated as a result of Retirement, death or Disability (a “Qualifying Termination”), such Former Employee-Partner or his or her estate may: (A) as of, and after, the date of the Qualifying Termination, Transfer, in the aggregate, a maximum number of Registrable Securities equal to the greater of (1) vested Registrable Securities having a market value as of the date of the Transfer equal to $250,000 and (2) one-half (1/2) of the number of vested Common Units and vested Registrable Securities held as of the Former Employee-Partner’s date of Qualifying Termination; and (B) as of, and after, the first anniversary of the date of the Qualifying Termination, Transfer the Former Employee-Partner’s remaining Registrable Securities. (ii) If the Employment of a Former Employee-Partner was terminated involuntarily or through resignation (a “Non-Qualifying Termination”), such Former Employee-Partner may, in each of the four one-year periods beginning on the third, fourth, fifth and sixth anniversaries of such Former Employee-Partner’s Non-Qualifying Termination, Transfer a maximum number of Registrable Securities equal to one-fourth (1/4) of the number of vested Registrable Securities and vested Common Units held as of the date of the Non-Qualifying Termination (plus the number of Registrable Securities such Former Employee-Partner could have Transferred in any previous year or years pursuant to this Section 2.01(b)(ii) but did not Transfer in such year or years). SC1:3469153.8. (iii) Prior to and including the First Year Lock-Up Expiration Date, a Former Employee-Partner may Transfer Registrable Securities only in the IPO Follow-On Underwritten Offering orOffering. Alternatively, if there is a applicable, prior to and including the Change in Tax Law DeterminationLock-Up Expiration Date, a Former Employee-Partner may Transfer Registrable Securities only in the IPO Follow-On Underwritten Offering, any additional Underwritten Public Offering initiated by the Company, and, if applicable, the H&F Additional Demand Registration, provided that the aggregate number of Registrable Securities so transferred in all such offerings shall not exceed the volume limitations set forth in Section 2.02(a)(i)(B). Following the First Year Lock-Up Expiration Date (or, if applicable, the Change in Tax Law Lock-Up Expiration Date), a Former Employee-Partner may Transfer Registrable Securities pursuant to this Section 2.01(b) in any manner of sale permitted under the securities laws. For the avoidance of doubt, a Former Employee-Partner will only have the right to use the Shelf Registration to effect the IPO Follow-On Underwritten Offering and and, if there is a applicable, prior to and including the Change in Tax Law DeterminationLock-Up Expiration Date, any additional Underwritten Public Offering initiated by the CompanyCompany or the H&F Additional Demand Registration); provided that, in each case, such Former Employee-Partner otherwise has the right to participate in such offering. (iv) Notwithstanding clauses (i) and (ii) above, a Former Employee-Partner also may Transfer Registrable Securities and Non-Registrable Securities to (A) such Former Employee-Partner’s Permitted Transferees or (B) with the consent of the Company, a transferee in a Transfer the purpose or intent of which is substantially equivalent with or similar to the purpose or intent of the types of Transfers permitted by sub-clause (A) above; provided that any such transferee pursuant to this clause (iv) shall execute and deliver to the Company a Joinder to this Resale and Registration Rights Agreement, in the form attached hereto as Exhibit A, and shall thereafter be a “Stockholder” for purposes of this Agreement with the same rights and subject to the same limitations (including limitations pursuant to this clause (iv) to Transfer Registrable Securities and Non-Registrable Securities only for the benefit of the originally transferring Former Employee-Partner or such Former Employee-Partner’s Permitted Transferees) hereunder as the transferring Former Employee-Partner. Notwithstanding anything herein to the contrary, upon any Transfer provided pursuant to this clause (iv), the rights and obligations of any such transferee under this Agreement shall be aggregated with those of such transferring Former Employee-Partner and any other transferees of such Former Employee-Partner as if all such Registrable Securities and Non-Registrable Securities were still held by the transferring Former Employee-Partner. (v) In addition to the Transfers otherwise permitted by this Section 2.01(b), a Former Employee-Partner’s Registrable Securities and Non-Registrable Securities may be Transferred by will or the laws of descent and distribution, provided that any transferee pursuant to this clause (v) shall have no rights nor be subject to any limitations under this Agreement.

Limitations Applicable to Former Employee-Partners. (i) If the Employment of an Employee-Partner is terminated as a result of Retirement, death or Disability (a “Qualifying Termination”), such Former Employee-Partner or his or her estate may: : (A) as of, and after, the date of the Qualifying Termination, Transfer, in the aggregate, a maximum number of Registrable Securities equal to the greater of (1) vested Registrable Securities having a market value as of the date of the Transfer equal to $250,000 and (2) one-half (1/2) of the number of vested Common Units and vested Registrable Securities held as of the Former Employee-Partner’s date of Qualifying Termination; and and (B) as of, and after, the first anniversary of the date of the Qualifying Termination, Transfer the Former Employee-Partner’s remaining Registrable Securities. (ii) If the Employment of a Former Employee-Partner was terminated involuntarily or through resignation (a “Non-Qualifying Termination”), such Former Employee-Partner may, in each of the four one-year periods beginning on the third, fourth, fifth and sixth anniversaries of such Former Employee-Partner’s Non-Qualifying Termination, Transfer a maximum number of Registrable Securities equal to one-fourth (1/4) of the number of vested Registrable Securities and vested Common Units held as of the date of the Non-Qualifying Termination (plus the number of Registrable Securities such Former Employee-Partner could have Transferred in any previous year or years pursuant to this Section 2.01(b)(ii) but did not Transfer in such year or years). -10- SC1:3469153.8 (iii) Prior to and including the First Year Lock-Up Expiration Date, a Former Employee-Partner may Transfer Registrable Securities only in the IPO Follow-On Underwritten Offering or, if there is a Change in Tax Law Determination, any additional Underwritten Public Offering initiated by the Company, provided that the aggregate number of Registrable Securities so transferred in all such offerings shall not exceed the volume limitations set forth in Section 2.02(a)(i)(B). Following the First Year Lock-Up Expiration Date, a Former Employee-Partner may Transfer Registrable Securities pursuant to this Section 2.01(b) in any manner of sale permitted under the securities laws. For the avoidance of doubt, a Former Employee-Partner will only have the right to use the Shelf Registration to effect the IPO Follow-On Underwritten Offering and , if there is a Change in Tax Law Determination, any additional Underwritten Public Offering initiated by the Company); provided that, in each case, such Former Employee-Partner otherwise has the right to participate in such offering. (iv) Notwithstanding clauses (i) and (ii) above, a Former Employee-Partner also may Transfer Registrable Securities and Non-Registrable Securities to (A) such Former Employee-Partner’s Permitted Transferees or (B) with the consent of the Company, a transferee in a Transfer the purpose or intent of which is substantially equivalent with or similar to the purpose or intent of the types of Transfers permitted by sub-clause (A) above; provided that any such transferee pursuant to this clause (iv) shall execute and deliver to the Company a Joinder to this Resale and Registration Rights Agreement, in the form attached hereto as Exhibit A, and shall thereafter be a “Stockholder” for purposes of this Agreement with the same rights and subject to the same limitations (including limitations pursuant to this clause (iv) to Transfer Registrable Securities and Non-Registrable Securities only for the benefit of the originally transferring Former Employee-Partner or such Former Employee-Partner’s Permitted Transferees) hereunder as the transferring Former Employee-Partner. Notwithstanding anything herein to the contrary, upon any Transfer provided pursuant to this clause (iv), the rights and obligations of any such transferee under this Agreement shall be aggregated with those of such transferring Former Employee-Partner and any other transferees of such Former Employee-Partner as if all such Registrable Securities and Non-Registrable Securities were still held by the transferring Former Employee-Partner. (v) In addition to the Transfers otherwise permitted by this Section 2.01(b), a Former Employee-Partner’s Registrable Securities and Non-Registrable Securities may be Transferred by will or the laws of descent and distribution, provided that any transferee pursuant to this clause (v) shall have no rights nor be subject to any limitations under this Agreement.