Common use of MANAGEMENT SHAREHOLDERS AGREEMENT Clause in Contracts

MANAGEMENT SHAREHOLDERS AGREEMENT. Any shares issued upon the conversion of Class A Units purchased and the shares issued upon exercise of an Option (together, the "Shares") will be subject to the following terms and conditions. Representation: Senior Managers will make customary representations regarding investment intent, financial sophistication and enforceability. Transfer Shares will be subject to a restriction on transfer prior Restrictions: to the earlier to occur of (i) one or more primary or secondary public offerings that results in gross proceeds to the Company or the holders participating therein in excess of $50 million (a "Qualified IPO"), (ii) the occurrence of a Change of Control and (iii) a period of five years (the earliest of (i), (ii) or (iii), the "Lapse Date"). The transfer restriction shall not apply to sales to the Company and sales to the Investor Members or their affiliates. The transfer restriction shall not apply to sales in accordance with the drag along and tag along rights (see below) or transfers to family member or family trusts. Right of First If the Lapse Date occurs prior to Change of Control or an Refusal: IPO, the Company will have a right of first refusal on any proposed sale of Shares until a Change of Control or an IPO. Drag Along The Investor Members will have the right to drag along Shares in the event of any private sale to a third party in the same proportion as the Investor Member's Shares are sold. The drag along rights shall be on substantially the same terms as the drag along rights relating to the A Units under the LLC Agreement and the Management Members Agreement.

MANAGEMENT SHAREHOLDERS AGREEMENT. Any shares issued upon the conversion of Class A Units purchased and the shares issued upon exercise of an Option (together, the "Shares") will be subject to the following terms and conditions. Representation: Senior Managers will make customary representations regarding investment intent, financial sophistication and enforceability. Transfer Shares will be subject to a restriction on transfer prior Restrictions: to the earlier to occur of (i) one or more primary or secondary public offerings that results in gross proceeds to the Company or the holders participating therein in excess of $50 million (a "Qualified IPO"), (ii) the occurrence of a Change of Control and (iii) a period of five years (the earliest of (i), (ii) or (iii), the "Lapse Date"). The transfer restriction shall not apply t to sales to the Company and sales to the Investor Members or their affiliates. The transfer restriction shall not apply to sales in accordance with the drag along and tag along rights (see below) or transfers to family member or family trusts. Right of First If the Lapse Date occurs prior to Change of Control or an Refusal: IPO, the Company will have a right of first refusal on any proposed sale of Shares until a Change of Control or an IPO. Drag Along The Investor Members will have the right to drag along Shares in the event of any private sale to a third party in the same proportion as the Investor Member's Shares are sold. The drag along rights shall be on substantially the same terms as the drag along rights relating to the A Units under the LLC Agreement and the Management Members Agreement.

MANAGEMENT SHAREHOLDERS AGREEMENT. Any shares issued upon the conversion of Class A Units purchased and the shares issued upon exercise of an Option (together, the "Shares") will be subject to the following terms and conditions. Representation: Senior Managers will make customary representations regarding investment intent, financial sophistication and enforceability. Transfer Shares will be subject to a restriction on transfer prior to Restrictions: to the earlier to occur of (i) one or more primary or secondary public offerings that results in gross proceeds to the Company or the holders participating therein in excess of $50 million (a "Qualified IPO"), (ii) the occurrence of a Change of Control and (iii) a period of five years (the earliest of (i), (ii) or (iii), the "Lapse Date"). The transfer restriction shall not apply to sales to the Company and sales to the Investor Members or their affiliates. The transfer restriction shall not apply to sales in accordance with the drag along and tag along rights (see below) or transfers to family member or family trusts. Right of First If the Lapse Date occurs prior to Change of Control or an Refusal: IPO, the Company will have a right of first refusal on any proposed sale of Shares until a Change of Control or an IPO. Drag Along The Investor Members will have the right to drag along Shares in the event of any private sale to a third party in the same proportion as the Investor Member's Shares are sold. The drag along rights shall be on substantially the same terms as the drag along rights relating to the A Units under the LLC Agreement and the Management Members Agreement.