Common use of Limitations Applicable to the H&F Holders Clause in Contracts

Limitations Applicable to the H&F Holders. (i) Prior to and including the First Year Lock-Up Expiration Date, the H&F Holders may Transfer any or all of their Registrable Securities but only in the IPO Follow-On Underwritten Offering. (ii) Following the First Year Lock-Up Expiration Date, the H&F Holders may Transfer any or all Registrable Securities in (A) any Demand Registration pursuant to and subject to the terms and conditions of Section 3.03(b), (B) Piggyback Registration pursuant to Section 3.12, (C) brokered transactions pursuant to Section 3.03(a) and (D) in any other manner of sale permitted under the securities laws. For the avoidance of doubt, the H&F Holders shall have the right to use the Shelf Registration only as expressly provided herein. (iii) Notwithstanding anything to the contrary in this Agreement, following the First Year Lock-Up Expiration Date, the H&F Holders may distribute Registrable Securities and Non-Registrable Securities to partners of funds affiliated with the H&F Holders. Any such distributees shall not be subject to any contractual restrictions on the Transfer of Registrable Securities received pursuant to this clause (iii) and shall have no rights under this Agreement. (iv) Notwithstanding clauses (i), (ii) and (iii) above, an H&F Holder also may Transfer Registrable Securities and Non-Registrable Securities to one or more Affiliates; provided that any such transferee pursuant to this clause (iv) shall execute and deliver to the Company a Joinder to Resale and Registration Rights Agreement, in the form attached hereto as Exhibit A, and shall thereafter be an “H&F Holder” for purposes of this Agreement with the same rights and subject to the same limitations hereunder as the H&F Holders. For the avoidance of doubt, upon any Transfer provided pursuant to this clause (iv) the rights of any such Affiliate shall be aggregated with those of the other H&F Holders and the H&F Holders and such Affiliate will be treated collectively as a single Stockholder under this Agreement.

Limitations Applicable to the H&F Holders. (i) Prior to and including the First Year Lock-Up Expiration Date, the H&F Holders may Transfer any or all of their Registrable Securities but only in the IPO Follow-On Underwritten OfferingOffering or, if there is a Change in Tax Law Determination, any additional Underwritten Public Offering initiated by the Company. (ii) Following the First Year Lock-Up Expiration Date, subject to the terms and conditions of clause (v) of this Section 2.01(d), the H&F Holders may Transfer any or all Registrable Securities in (A) any Demand Registration pursuant to and subject to the terms and conditions of Section 3.03(b), (B) any Piggyback Registration pursuant to and subject to the terms and conditions of Section 3.12, (C) brokered transactions pursuant to and subject to the terms and conditions of Section 3.03(a) and (D) in any other manner of sale permitted under the securities laws; provided that unless waived by the Board in its sole discretion, no Transfer pursuant to a Demand Registration may occur until after the first Quarterly Exchange Date (as defined in the Exchange Agreement) after the First Year Lock-Up Expiration Date. For the avoidance of doubt, the H&F Holders shall have the right to use the Shelf Registration only as expressly provided herein. (iii) Notwithstanding anything to the contrary in this Agreement, but subject to clause (v) of this Section 2.01(d), following the First Year Lock-Up Expiration Date, the H&F Holders may distribute Registrable Securities and Non-Registrable Securities to partners of funds affiliated with the H&F Holders. Any such distributees who receive Registrable Securities pursuant to this clause (iii) shall not be subject to any contractual restrictions on the Transfer of such Registrable Securities received pursuant to this clause (iii) and shall have no rights under this Agreement. (iv) Notwithstanding clauses (i), (ii) and (iii) above, an H&F Holder also may Transfer Registrable Securities and Non-Registrable Securities to one or more Affiliates; provided that any such transferee pursuant to this clause (iv) shall execute and deliver to the Company a Joinder to Resale and Registration Rights Agreement, in the form attached hereto as Exhibit A, and shall thereafter be an “H&F Holder” for purposes of this Agreement with the same rights and subject to the same limitations hereunder as the H&F Holders. For the avoidance of doubt, upon any Transfer provided pursuant to this clause (iv) the rights of any such Affiliate shall be aggregated with those of the other H&F Holders and the H&F Holders and such Affiliate will be treated collectively as a single Stockholder under this Agreement. (v) Following the completion of the IPO Follow-On Underwritten Offering, unless otherwise approved by the Board, in its sole discretion, the maximum aggregate number of Registrable Securities and Non-Registrable Securities Transferred by the H&F Holders (except for Transfers pursuant to clauses (i) or (iv) of this Section 2.01(d)) shall not exceed the greater of (x) fifty percent (50%) of the aggregate number of Registrable Securities and Non-Registrable Securities held by the H&F Holders immediately following the closing of the IPO Follow-On Underwritten Offering and -13- SC1:3469153.8 (y) 2,000,000 Registrable Securities and Non-Registrable Securities, and any such Transfer may not be completed within 90 days of any other such Transfer, unless otherwise approved by the Board, in its sole discretion.

Limitations Applicable to the H&F Holders. (i) Prior to and including the First Year Lock-Up Expiration Date, the H&F Holders may Transfer any or all of their Registrable Securities but only in the IPO Follow-On Underwritten OfferingOffering or, if there is a Change in Tax Law Determination, any additional Underwritten Public Offering initiated by the Company. (ii) Following the First Year Lock-Up Expiration Date, subject to the terms and conditions of clause (v) of this Section 2.01(d), the H&F Holders may Transfer any or all Registrable Securities in (A) any Demand Registration pursuant to and subject to the terms and conditions of Section 3.03(b), (B) any Piggyback Registration pursuant to and subject to the terms and conditions of Section 3.12, (C) brokered transactions pursuant to and subject to the terms and conditions of Section 3.03(a) and (D) in any other manner of sale permitted under the securities laws; provided that unless waived by the Board in its sole discretion, no Transfer pursuant to a Demand Registration may occur until after the first Quarterly Exchange Date (as defined in the Exchange Agreement) after the First Year Lock-Up Expiration Date. For the avoidance of doubt, the H&F Holders shall have the right to use the Shelf Registration only as expressly provided herein. (iii) Notwithstanding anything to the contrary in this Agreement, but subject to clause (v) of this Section 2.01(d), following the First Year Lock-Up Expiration Date, the H&F Holders may distribute Registrable Securities and Non-Registrable Securities to partners of funds affiliated with the H&F Holders. Any such distributees who receive Registrable Securities pursuant to this clause (iii) shall not be subject to any contractual restrictions on the Transfer of such Registrable Securities received pursuant to this clause (iii) and shall have no rights under this Agreement. (iv) Notwithstanding clauses (i), (ii) and (iii) above, an H&F Holder also may Transfer Registrable Securities and Non-Registrable Securities to one or more Affiliates; provided that any such transferee pursuant to this clause (iv) shall execute and deliver to the Company a Joinder to Resale and Registration Rights Agreement, in the form attached hereto as Exhibit A, and shall thereafter be an “H&F Holder” for purposes of this Agreement with the same rights and subject to the same limitations hereunder as the H&F Holders. For the avoidance of doubt, upon any Transfer provided pursuant to this clause (iv) the rights of any such Affiliate shall be aggregated with those of the other H&F Holders and the H&F Holders and such Affiliate will be treated collectively as a single Stockholder under this Agreement. (v) Following the completion of the IPO Follow-On Underwritten Offering, unless otherwise approved by the Board, in its sole discretion, the maximum aggregate number of Registrable Securities and Non-Registrable Securities Transferred by the H&F Holders (except for Transfers pursuant to clauses (i) or (iv) of this Section 2.01(d)) shall not exceed the greater of (x) fifty percent (50%) of the aggregate number of Registrable Securities and Non-Registrable Securities held by the H&F Holders immediately following the closing of the IPO Follow-On Underwritten Offering and (y) 2,000,000 Registrable Securities and Non-Registrable Securities, and any such Transfer may not be completed within 90 days of any other such Transfer, unless otherwise approved by the Board, in its sole discretion.