Common use of Restrictions on Transfers of Securities Clause in Contracts

Restrictions on Transfers of Securities. The following restrictions on Transfer (as defined in Section 1.1(a) below) shall apply to all Securities owned by any Investor or Permitted Transferee (as defined in Section 1.1(b) below), except a Permitted Transferee by virtue of Section 1.1(b)(iv) hereof: (a) No Investor or Permitted Transferee shall Transfer (other than in connection with a redemption or purchase by the Company) any Securities unless (i) such Transfer is to a person approved in advance in writing by the Required Holders (as defined in Section 2.2(a)), and (ii) such Transfer complies with the provisions of this Section 1.1, Article II hereof, and, in addition, in the case of Management Securities (as defined in Section 4.1(a)), Article IV of this Agreement. Any purported Transfer in violation of this Agreement shall be null and void and of no force and effect, and the purported transferee shall have no rights or privileges in or with respect to the Company. As used herein, “Transfer” includes the making of any sale, exchange, assignment, hypothecation, gift, security interest, pledge or other encumbrance, or any contract therefor, any voting trust or other agreement or arrangement with respect to the transfer or grant of voting rights (except for the voting agreement set forth in Article III hereof) or any other beneficial interest in any of the Securities, the creation of any other claim thereto or any other transfer or disposition whatsoever, whether voluntary or involuntary, affecting the right, title, interest or possession in or to such Securities. Prior to any proposed Transfer of any Securities, the holder thereof shall give written notice to the Company describing the manner and circumstances of the proposed Transfer, together with, if requested by the Company, a written opinion of legal counsel, addressed to the Company and the transfer agent for the Company’s equity securities, if other than the Company, and reasonably satisfactory in form and substance to the Company, to the effect that the proposed Transfer of the Securities may be effected without registration under the Securities Act of 1933, as amended (the “Securities Act”). Each certificate evidencing the Securities transferred shall bear the legends set forth in Section 1.2(a) hereof, except that such certificate shall not bear the legend contained in the first paragraph of Section 1.2(a) hereof if the opinion of counsel referred to above is to the further effect that such legends is not required in order to establish compliance with any provision of the Securities Act. Nothing in this Section 1.1(a) shall prevent the Transfer, free of any restrictions under this Agreement, of Securities by an Investor or a Permitted Transferee to one or more of its Permitted Transferees or to the Company; provided, however, that each such Permitted Transferee (except a Permitted Transferee by virtue of Section 1.1(b)(iv) hereof) shall take such Securities subject to and be fully bound by the terms of this Agreement applicable to it with the same effect as if it were an Investor (or if the Permitted Transferee were a Management Investor, a Management Investor) hereunder; and provided further, however, that (i) no person (other than a Permitted Transferee by virtue of Section 1.1(b)(iv) hereof) shall be a Permitted Transferee unless such transferee executes and delivers a joinder to this Agreement reasonably satisfactory in form and substance to the Company which joinder states that such person agrees to be fully bound by this Agreement as if it were an Investor (or if the Permitted Transferee were a Management Investor, a Management Investor) hereunder, and (ii) no Transfer shall be effected except in compliance with the registration requirements of the Securities Act and any applicable state securities laws or pursuant to an available exemption therefrom. (b) As used herein, “Permitted Transferee” shall mean:

Restrictions on Transfers of Securities. The following restrictions on Transfer (as defined in Section 1.1(a) below) shall apply to all Securities owned by any Investor Investors or their Permitted Transferee Transferees (as defined in Section 1.1(b) below)), except a Permitted Transferee by virtue of Section 1.1(b)(iv) hereof:1.1(b)(v): (a) No Investor or Permitted Transferee shall Transfer (other than in connection with a redemption or purchase by the Company) any Securities unless unless: (i) either (A) such Transfer is to a person approved in advance in writing by BRS (except that no such approval is required for a Transfer by BRS) or (B) such Transfer is by an Investor or a Permitted Transferee to one or more of its Permitted Transferees or to the Required Holders (as defined in Section 2.2(a)), and Company; and (ii) (A) such Transfer complies with the other provisions of this Section 1.1, Article II hereof(B) there has been compliance with the provisions of Sections 2.3 and 2.5 (if applicable), and, in addition, and (C) in the case of Management Incentive Securities, such Transfer complies with the terms of any applicable Incentive Securities (as defined in Section 4.1(a)), Article IV of this AgreementPlan. Any purported Transfer in violation of this Agreement shall be null and void and of no force and effect, and ; the purported transferee shall have no rights or privileges in or with respect to the Company. As used herein, “Transfer” includes Company or the making of any sale, exchange, assignment, hypothecation, gift, security interest, pledge or other encumbrance, or any contract therefor, any voting trust or other agreement or arrangement with respect Securities; and the Securities shall be subject to repurchase pursuant to the transfer or grant provisions of voting rights (except for the voting agreement set forth in Article III hereof) or any other beneficial interest in any of the SecuritiesIV, the creation of any other claim thereto or any other transfer or disposition whatsoever, whether voluntary or involuntary, affecting the right, title, interest or possession in or to such Securitiesif applicable. Prior to any proposed Transfer of any Securities, the holder thereof shall give written notice to the Company describing the manner and circumstances of the proposed Transfer, together with, if reasonably requested by the Company, a written opinion of legal counsel, addressed to the Company and the transfer agent for the Company’s equity securities, if other than the Company, and reasonably satisfactory in form and substance to the Company, to the effect that the proposed Transfer of the Securities may be effected without registration under the Securities Act of 1933, as amended (the “Securities Act”). Each certificate evidencing the Securities transferred shall bear the legends set forth in Section 1.2(a) hereof1.2, except that such certificate shall not bear the legend contained in the first paragraph of Section 1.2(a) hereof 1.2 if the opinion of counsel referred to above is to the further effect that such legends legend is not required in order to establish compliance with any provision of the Securities Act. Nothing in this Section 1.1(a) shall prevent the Transfer, free of any restrictions under this Agreement, of Securities by an Investor or a Permitted Transferee to one or more of its Permitted Transferees or to the Company; provided, however, that each such Permitted Each Transferee (except a Permitted Transferee by virtue of Section 1.1(b)(iv) hereof1.1(b)(v)) shall take such Securities subject to and be fully bound by the terms of this Agreement applicable to it with the same effect as if it were an Investor (or if the Permitted Transferee were a Management Investoran Incentive Securities Holder, a Management Investoran Incentive Securities Holder) hereunder; and provided further, however, that (i) no person . No Person (other than a Permitted Transferee by virtue of Section 1.1(b)(iv) hereof1.1(b)(v)) shall be a Permitted Transferee unless such transferee executes and delivers a joinder to this Agreement reasonably satisfactory in form and substance to the Company and BRS which joinder states that such person Person agrees to be fully bound by this Agreement as if it were an Investor (or if the Permitted Transferee were a Management InvestorNon-BRS Investor or an Incentive Securities Holder, a Management InvestorNon-BRS Investor or an Incentive Securities Holder, as applicable) hereunder, ; and (ii) no Transfer shall be effected except in compliance with the registration requirements of the Securities Act and any applicable state securities laws or pursuant to an available exemption therefrom. (b) As used herein, “Permitted Transferee” shall mean:

Restrictions on Transfers of Securities. The following restrictions on Transfer (as defined in Section 1.1(a) below) shall apply to all Securities owned by any Investor or Permitted Transferee (as defined in Section 1.1(b) below), except a Permitted Transferee by virtue of Section 1.1(b)(iv2.4(b)(iv) hereof:): (a) No Investor or Permitted Transferee (except a Permitted Transferee by virtue of Section 2.4(b)(iv) hereof) shall Transfer (other than in connection with a redemption or purchase by the Company) any Securities unless (i) such Transfer is to a person or entity approved in advance in writing by the Required Holders holders of at least fifty percent (as defined in Section 2.2(a)), 50%) of the outstanding Common Stock then held by the Investors (including shares held by the transferor) and (ii) such Transfer complies with the provisions of Article III and this Section 1.1, Article II hereof, and, in addition, in the case of Management Securities (as defined in Section 4.1(a)), Article IV of this Agreement2.4. Any purported Transfer in violation of this Agreement shall be null and void and of no force and effect, effect and the purported transferee shall have no rights or privileges in or with respect to the Company. As used herein, “"Transfer” " includes the making of any sale, exchange, assignment, hypothecation, gift, security interest, pledge or other encumbrance, or any contract therefor, any voting trust or other agreement or arrangement with respect to the transfer or grant of voting rights (except for the voting agreement set forth in Article III hereof) or any other beneficial interest in any of the Securities, the creation of any other claim thereto or any other transfer or disposition whatsoever, whether voluntary or involuntary, affecting the right, title, interest or possession in or to such Securities. Prior to any proposed Transfer of any Securities, the holder thereof shall give written notice to the Company describing the manner and circumstances of the proposed Transfer, together with, if requested Transfer accompanied by the Company, a written opinion of legal counsel, addressed to the Company and the transfer agent for the Company’s equity securitiesagent, if other than the Company, and reasonably satisfactory in form and substance to the Companyeach addressee, to the effect that the proposed Transfer of the Securities may be effected without registration under the Securities Act of 1933, as amended (the “Securities Act”)and applicable state securities laws. Each certificate evidencing the Securities transferred shall bear the legends set forth in Section 1.2(a) hereof2.2, except that such certificate shall not bear the such legend contained in the first paragraph of Section 1.2(a) hereof if the opinion of counsel referred to above is to the further effect that such legends legend is not required in order to establish compliance with any provision of the Securities ActAct or applicable state securities laws. Nothing in this Section 1.1(a2.4(a) shall prevent the Transfer, free of any restrictions under this Agreement, of Securities by an Investor or a Permitted Transferee to one or more of its Permitted Transferees Transferees, or to the Company; provided, however, that each such Investor or Permitted Transferee -------- ------- (except a Permitted Transferee by virtue of Section 1.1(b)(iv2.4(b)(iv) hereof) shall take such Securities subject to and be fully bound by the terms of this Agreement applicable to it with the same effect as if it were an Investor (or if the Permitted Transferee were a Management Investor, a Management Investor) hereunderparty hereto; and provided provided, further, however, that (i) no entity or person (other than a Permitted -------- ------- Transferee by virtue of Section 1.1(b)(iv2.4(b)(iv) hereof) shall be a Permitted Transferee unless such transferee executes and delivers a joinder to this Agreement reasonably satisfactory in form and substance to the Company which joinder states (A) that such entity or person agrees to be fully bound by this Agreement as if it were an Investor a party hereto and (or if the B) with respect to any Permitted Transferee were other than a Management natural person, that such Permitted Transferee agrees to Transfer such Securities to the Investor from whom such Permitted Transferee received such Securities immediately prior to the occurrence of any event which would result in such person no longer being a Permitted Transferee of such Investor, a Management Investor) hereunder, and (ii) no Transfer shall be effected except in compliance with the registration requirements of the Securities Act and any applicable state securities laws or pursuant to an available exemption therefrom. Each Investor agrees to accept the Transfer of Securities to such Investor at any time from a transferee of such Investor. (b) As used herein, “"Permitted Transferee” " shall mean:

Restrictions on Transfers of Securities. The following restrictions on Transfer (as defined in Section 1.1(a) below) shall apply to all Securities owned by any Investor or Permitted Transferee (as defined in Section 1.1(b) below), except a Permitted Transferee by virtue of Section 1.1(b)(iv) hereof: (a) No Investor or Permitted Transferee shall Transfer (other than in connection with a redemption or purchase by the Company) any Securities unless (i) such Transfer is to a person approved in advance in writing by the Required Holders OEP (so long as OEP and its Affiliates (as defined hereinafter) and Permitted Transferees (other than Permitted Transferees under Section 1.1(b)(iv)) own in Section 2.2(athe aggregate at least 25% of the outstanding shares of Common Stock calculated on a fully diluted basis)), including shares held by the transferor, except that no advance written approval is required for a Transfer by OEP, and (ii) such Transfer complies with the provisions of this Section 1.1, Article II hereof, and, in addition, in the case of Management Incentive Securities (as defined in Section 4.1(a4.1(b)), Article IV of this Agreement. Any purported Transfer in violation of this Agreement shall be null and void and of no force and effect, and the purported transferee shall have no rights or privileges in or with respect to the Company. As used herein, “Transfer” "TRANSFER" includes the making of any sale, exchange, assignment, hypothecation, gift, security interest, pledge or other encumbrance, or any contract therefor, any voting trust or other agreement or arrangement with respect to the transfer or grant of voting rights (except for the voting agreement set forth in Article III hereof) or any other beneficial interest in any of the Securities, the creation of any other claim thereto or any other transfer or disposition whatsoever, whether voluntary or involuntary, affecting the right, title, interest or possession in or to such Securities. Prior to any proposed Transfer of any Securities, the holder thereof shall give written notice to the Company describing the manner and circumstances of the proposed Transfer, together with, if requested by the Company, a written opinion of legal counsel, addressed to the Company and the transfer agent for the Company’s equity 's securities, if other than the Company, and reasonably satisfactory in form and substance to the Company, to the effect that the proposed Transfer of the Securities may be effected without registration under the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"). Each certificate evidencing the Securities transferred shall bear the legends set forth in Section 1.2(a) 1.2 hereof, except that such certificate shall not bear the legend contained in the first paragraph of Section 1.2(a) 1.2 hereof if the opinion of counsel referred to above is to the further effect that such legends legend is not required in order to establish compliance with any provision of the Securities Act. Nothing in this Section 1.1(a) shall prevent the Transfer, free of any restrictions under this Agreement, of Securities by an Investor or a Permitted Transferee to one or more of its Permitted Transferees or to the Company; providedPROVIDED, howeverHOWEVER, that each such Permitted Transferee (except a Permitted Transferee by virtue of Section 1.1(b)(iv) hereof) shall take such Securities subject to and be fully bound by the terms of this Agreement applicable to it with the same effect as if it were an Investor (or if the Permitted Transferee were a Management Investor, a Management Investor) hereunder; and provided furtherPROVIDED FURTHER, howeverHOWEVER, that (i) no person (other than a Permitted Transferee by virtue of Section 1.1(b)(iv) hereof) shall be a Permitted Transferee unless such transferee executes and delivers a joinder to this Agreement reasonably satisfactory in form and substance to the Company which joinder states that such person agrees to be fully bound by this Agreement as if it were an Investor (or if the Permitted Transferee were a Management Investor, a Management Investor) hereunder, and (ii) no Transfer shall be effected except in compliance with the registration requirements of the Securities Act and any applicable state securities laws or pursuant to an available exemption therefrom. (b) As used herein, “Permitted Transferee” "PERMITTED TRANSFEREE" shall mean:

Restrictions on Transfers of Securities. The following restrictions on Transfer (as defined in Section 1.1(a) below) shall apply to all Securities owned by any Investor or Permitted Transferee (as defined in Section 1.1(b) below), except a Permitted Transferee by virtue of Section 1.1(b)(iv) hereof: (a) No Investor or Permitted Transferee other than the JCP Funds shall Transfer (other than in connection with a redemption or purchase by the Company) any Securities unless (i) such Transfer is to a person approved in advance in writing by the Required Holders (as defined in Section 2.2(a)), and (ii) such Transfer complies with the provisions of this Section 1.1, 1.1 and Article II hereof, and, in addition, in the case of Management Securities (as defined in Section 4.1(a)), Article IV of this Agreement. Any purported Transfer in violation of this Agreement shall be null and void and of no force and effect, and the purported transferee shall have no rights or privileges in or with respect to the Company. As used herein, “Transfer” includes the making of any sale, exchange, assignment, hypothecation, gift, security interest, pledge or other encumbrance, or any contract therefor, any voting trust or other agreement or arrangement with respect to the transfer or grant of voting rights (except for the voting agreement set forth in Article III hereof) or any other beneficial interest in any of the Securities, the creation of any other claim thereto or any other transfer or disposition whatsoever, whether voluntary or involuntary, affecting the right, title, interest or possession in or to such Securities. Prior to any proposed Transfer of any Securities, the holder thereof shall give written notice to the Company describing the manner and circumstances of the proposed Transfer, together with, if requested by the Company, a written opinion of legal counsel, addressed to the Company and the transfer agent for the Company’s equity securities, if other than the Company, and reasonably satisfactory in form and substance to the Company, to the effect that the proposed Transfer of the Securities may be effected without registration under the Securities Act of 1933, as amended (the “Securities Act”). Each certificate evidencing the Securities transferred shall bear the legends set forth in Section 1.2(a) hereof, except that such certificate shall not bear the legend contained in the first paragraph of Section 1.2(a) hereof if the opinion of counsel referred to above is to the further effect that such legends is not required in order to establish compliance with any provision of the Securities Act. Nothing in this Section 1.1(a) shall prevent the Transfer, free of any restrictions under this Agreement, of Securities by an Investor or a Permitted Transferee to one or more of its Permitted Transferees or to the Company; provided, however, that each such Permitted Transferee (except a Permitted Transferee by virtue of Section 1.1(b)(iv) hereof) shall take such Securities subject to and be fully bound by the terms of this Agreement applicable to it with the same effect as if it were an Investor (or if the Permitted Transferee were a Management Investor, a Management Investor) hereunder; and provided further, however, that (i) no person (other than a Permitted Transferee by virtue of Section 1.1(b)(iv) hereof) shall be a Permitted Transferee unless such transferee executes and delivers a joinder to this Agreement reasonably satisfactory in form and substance to the Company which joinder states that such person agrees to be fully bound by this Agreement as if it were an Investor (or if the transferor to the Permitted Transferee were is a Management InvestorInvestor hereunder, as a Management Investor) hereunder, and (ii) no Transfer shall be effected except in compliance with the registration requirements of the Securities Act and any applicable state securities laws or pursuant to an available exemption therefrom. (b) As used herein, “Permitted Transferee” shall mean:

Restrictions on Transfers of Securities. The following restrictions on Transfer (as defined in Section 1.1(a) below) shall apply to all Securities owned by any Investor or Permitted Transferee (as defined in Section 1.1(b) below), except a Permitted Transferee by virtue of Section 1.1(b)(iv) hereof: (a) No Except as otherwise provided in Section 4.2 below, no Investor or Permitted Transferee other than the Sponsor shall Transfer (other than in connection with a redemption or purchase by the Company) any Securities unless (i) such Transfer is to a person Person approved in advance in writing by the Required Holders (as defined in Section 2.2(a)), and (ii) such Transfer complies with the provisions of this Section 1.1, Article II hereof, and, in addition, in the case of Management Securities (as defined in Section 4.1(a)), Article IV of this Agreement. Additionally, except as otherwise specifically provided in this Section 1.1, no Transfer by any Investor otherwise permitted herein shall be valid to a transferee unless such transferee executes and delivers a Joinder, which states that such Person agrees to be fully bound by this Agreement as if it were an Investor (or if the transferor was a Management Investor, a Management Investor) hereunder. Any purported Transfer in violation of this Agreement shall be null and void and of no force and effect, and the purported transferee shall have no rights or privileges in or with respect to the Company. As used herein, “Transfer” includes the making of any sale, exchange, assignment, hypothecation, gift, security interest, pledge or other encumbrance, or any contract therefor, any voting trust or other agreement or arrangement with respect to the transfer or grant of voting rights (except for the voting agreement set forth in Article III hereof) or any other beneficial interest in any of the Securities, the creation of any other claim thereto or any other transfer or disposition whatsoever, whether voluntary or involuntary, affecting the right, title, interest or possession in or to such Securities. Prior to any proposed Transfer of any Securities, the holder thereof shall give written notice to the Company describing the manner and circumstances of the proposed Transfer, together with, if requested by the Company, a written opinion of legal counsel, addressed to the Company and the transfer agent for the Company’s equity securities, if other than the Company, and reasonably satisfactory in form and substance to the Company, to the effect that the proposed Transfer of the Securities may be effected without registration under the Securities Act of 1933, as amended (the “Securities Act”). Each certificate evidencing the Securities transferred shall bear the legends set forth in Section 1.2(a) hereof, except that such certificate shall not bear the legend contained in the first paragraph of Section 1.2(a) hereof if the opinion of counsel referred to above is to the further effect that such legends legend is not required in order to establish compliance with any provision of the Securities Act. Nothing in this Section 1.1(a) shall prevent the Transfer, free of any restrictions under this Agreement, of Securities by an Investor or a Permitted Transferee to one or more of its Permitted Transferees or to the Company; provided, however, that each such Permitted Transferee (except a Permitted Transferee by virtue of Section 1.1(b)(iv) hereof) shall take such Securities subject to and be fully bound by the terms of this Agreement applicable to it with the same effect as if it were an Investor (or if the Permitted Transferee were transferor was a Management Investor, a Management Investor) hereunder; and provided further, however, that (i) no person Person (other than a Permitted Transferee by virtue of Section 1.1(b)(iv) hereof) shall be a Permitted Transferee unless such transferee executes and delivers a joinder to this Agreement reasonably satisfactory in form and substance to the Company Joinder, which joinder states that such person Person agrees to be fully bound by this Agreement as if it were an Investor (or if the Permitted Transferee were transferor was a Management Investor, a Management Investor) hereunder, and (ii) no Transfer shall be effected except in compliance with the registration requirements of the Securities Act and any applicable state securities laws or pursuant to an available exemption therefrom. (b) As used herein, “Permitted Transferee” shall mean:

Restrictions on Transfers of Securities. The following restrictions on Transfer (as defined in Section 1.1(a) below) shall apply to all Securities owned by any Investor or except the Fund and its Permitted Transferee (as defined in Section 1.1(b) below), except a Permitted Transferee by virtue of Section 1.1(b)(iv) hereofTransferees: (a) No Investor or shall effect a Transfer of any Securities within five (5) years of the applicable Closing Date other than (A) pursuant to Section 1.4 in connection with an Approved Sale, (B) pursuant to Section 1.5 in connection with the exercise of “Tag-Along Rights,” (C) with the consent of the Company (as evidenced by a resolution duly adopted by at least a majority of the non-employee members of the Company’s Board of Directors), (D) to a Permitted Transferee shall Transfer of the Investor in question or (other than E) in connection with a redemption Public Offering or purchase by following a Public Offering in open market transaction or under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”) (each of (A), (B), (D) and (E), a “Permitted Transfer”). In exercising the consent and approval provided for in clause (C), the Company may employ its sole discretion in evaluating the nature of the proposed transferee and the Company may impose such conditions on Transfer as it deems appropriate in its sole discretion, including, but not limited to, requirements that the transferee be an employee or shareholder of the Company) any Securities unless (i) such Transfer is to a person approved in advance in writing by the Required Holders (as defined in Section 2.2(a)), and (ii) such Transfer complies with the provisions of this Section 1.1, Article II hereof, and, in addition, in the case of Management Securities (as defined in Section 4.1(a)), Article IV of this Agreement. Any purported Transfer in violation of this Agreement shall be null and void and of no force and effect, and the purported transferee shall have no rights or privileges in or with respect to the Company. As used herein, “Transfer” includes the making of any sale, exchange, assignment, hypothecation, gift, security interest, pledge or other encumbrance, or any contract therefor, any voting trust or other agreement or arrangement with respect to the transfer or grant of voting rights . (except for the voting agreement set forth in Article III hereofb) or any other beneficial interest in any of the Securities, the creation of any other claim thereto or any other transfer or disposition whatsoever, whether voluntary or involuntary, affecting the right, title, interest or possession in or to such Securities. Prior to any proposed Transfer of any Securities, other than a Transfer to the Company or pursuant to Sections 1.4 and 1.5 hereof, the holder thereof shall give written notice to the Company describing the manner and circumstances of the proposed Transfer, together with, Transfer accompanied by a written legal opinion if requested by the Company, a written opinion of legal counsel, addressed to the Company and the transfer agent for the Company’s equity securitiesagent, if other than the Company, and reasonably satisfactory in form and substance to the Companyeach addressee, to the effect that the proposed Transfer of the Securities may be effected without registration under the Securities Act of 1933, as amended (the “Securities Act”)and applicable state securities laws. Each certificate evidencing the Securities transferred shall bear the legends set forth in Section 1.2(a) hereofthe applicable subscription agreement pursuant to which the Investor purchased the securities, except that such certificate shall not bear the such legend contained in the first paragraph of Section 1.2(a) hereof if the opinion of counsel referred to above is to the further effect that such legends legend is not required in order to establish compliance with any provision of the Securities ActAct or applicable state securities laws. Nothing Notwithstanding the foregoing, no written opinion of legal counsel shall be required by the Company in this Section 1.1(aconnection with a Transfer to any Permitted Transferee of the type referred to in clause (iii) shall prevent of the Transfer, free of any definition thereof. (c) The restrictions under this Agreement, on Transfers of Securities owned by an any Investor or a Permitted Transferee to one or more provided under Section 1.2 shall terminate upon the earlier of its Permitted Transferees or to the Company; provided, however, that each such Permitted Transferee (except a Permitted Transferee by virtue of Section 1.1(b)(iv) hereof) shall take such Securities subject to and be fully bound by the terms of this Agreement applicable to it with the same effect as if it were an Investor (or if the Permitted Transferee were a Management Investor, a Management Investor) hereunder; and provided further, however, that (i) no person such date as a number of shares equal to at least ten percent (other than 10%) of the outstanding shares of Common Stock shall have been sold pursuant to a Permitted Transferee by virtue of Section 1.1(b)(iv) hereof) shall be a Permitted Transferee unless such transferee executes and delivers a joinder to this Agreement reasonably satisfactory in form and substance to the Company which joinder states that such person agrees to be fully bound by this Agreement as if it were an Investor (Public Offering or if the Permitted Transferee were a Management Investor, a Management Investor) hereunder, and (ii) no Transfer shall be effected except in compliance with the registration requirements day after the date on which the Fund and its Affiliates own less than ten percent (10%) of the Securities Act and any applicable state securities laws or pursuant to an available exemption therefromCommon Stock. (b) As used herein, “Permitted Transferee” shall mean:

Restrictions on Transfers of Securities. The following restrictions on Transfer (as defined in Section 1.1(a) below) shall apply to all Securities owned by any Investor or Permitted Transferee (as defined in Section 1.1(b) below), except a Permitted Transferee by virtue of Section 1.1(b)(iv) hereof: (a) No Except as provided in the third and fourth paragraphs of this clause (a), no Investor or Permitted Transferee shall Transfer (other than in connection with a redemption or purchase by the Company) any Securities unless (i) such Transfer is to a person Person approved in advance in writing by the Required Holders Holder (as defined in Section 2.2(a)if there is one), and (ii) such Transfer complies with the provisions of this Section 1.1, Section 2.2, Section 2.3 and Article II hereof, and, in addition, in the case of Management Securities (as defined in Section 4.1(a)), Article IV III of this Agreement. In exercising the consent and approval provided for in clause (i) above, the Required Holder (if there is one) may employ its sole discretion in evaluating the nature of the proposed transferee and the Required Holder (if there is one) may impose such conditions on Transfer as it deems appropriate in its sole discretion. Any purported Transfer in violation of this Agreement shall be null and void and of no force and effect, and the purported transferee shall have no rights or privileges in or with respect to the Company. As used herein, “Transfer” includes the making of any sale, exchange, assignment, hypothecation, gift, security interest, pledge or other encumbrance, or any contract therefor, any voting trust or other agreement or arrangement with respect to the transfer or grant of voting rights (except for the voting agreement set forth in Article III hereof) or any other beneficial interest in any of the Securities, the creation of any other claim thereto or any other transfer or disposition whatsoever, whether voluntary or involuntary, affecting the right, title, interest or possession in or to such Securities. Prior to any proposed Transfer of any Securities, the holder thereof shall give written notice to the Company describing the manner and circumstances of the proposed Transfer, together with, if reasonably requested by the Company, a written opinion of legal counsel, addressed to the Company and the transfer agent for the Company’s equity securities, if other than the Company, and reasonably satisfactory in form and substance to the Company, to the effect that the proposed Transfer of the Securities may be effected without registration under the Securities Act of 1933, as amended (the “Securities Act”). Each certificate evidencing the Securities transferred shall bear the legends set forth in Section 1.2(a) hereof, except that such certificate shall not bear the legend contained in the first paragraph of Section 1.2(a) hereof if the opinion of counsel referred to above is to the further effect that such legends legend is not required in order to establish compliance with any provision of the Securities Act. Nothing in this Section 1.1(a) shall prevent or restrict the Transfer, free of any restrictions under this Agreement, of Securities by an Investor or a Permitted Transferee to one or more of its Permitted Transferees or to the Company; provided, however, that each such Permitted Transferee (except a Permitted Transferee by virtue of Section 1.1(b)(iv) hereof) shall take such Securities subject to and be fully bound by the terms of this Agreement applicable to it with the same effect as if it were an Investor (or if the Permitted Transferee were a Management Investor, a Management Investor) hereunder; and provided further, however, that (i) no person Person (other than a Permitted Transferee by virtue of Section 1.1(b)(iv) hereof) shall be a Permitted Transferee unless such transferee executes and delivers a joinder to this Agreement reasonably satisfactory in the form and substance to the Company which joinder states that such person agrees to be fully bound by this Agreement attached hereto as if it were an Investor (or if the Permitted Transferee were a Management Investor, a Management Investor) hereunderExhibit A, and (ii) no Transfer shall be effected except in compliance with the registration requirements of the Securities Act and any applicable state securities laws or pursuant to an available exemption therefrom. No advance approval by the Required Holder (if there is one) will be required pursuant to the first paragraph of this Section 1.1(a) for any Transfer (i) by a Holder in connection with such Holder’s exercise of its “tag-along” rights under Section 2.3, or (ii) of Management Securities that is subject to the provisions of Section 3.2. (b) As used herein, “Permitted Transferee” shall mean:

Restrictions on Transfers of Securities. The following --------------------------------------- restrictions on Transfer (as defined in Section 1.1(a) below) shall apply to all Securities Shares owned by any Investor or Permitted Transferee (as defined in Section 1.1(b) below), except a Permitted Transferee by virtue of Section 1.1(b)(iv) hereofInvestor: (a) No Investor or Permitted Transferee (except a Permitted Transferee by virtue of Section 3.5(b)(iv) hereof) shall Transfer (other than in connection with a redemption or purchase by DRI Acquisition or the CompanyCompany or in connection with the Merger) any Securities unless (i) such Transfer is other than to a person or entity approved in advance in writing by the Required Holders holders of at least forty percent (40%) of the outstanding shares of Common Stock held by the Investors or their Permitted Transferees (including shares held by the transferor) so long as defined in Section 2.2(a)), and (ii) such Transfer complies with the provisions of Article IV, this Section 1.1, Article II hereof3.5, and, in addition, in the case of Management Securities (as defined in Section 4.1(a))Investors, Article IV VI of this Agreement. Any purported Transfer in violation of this Agreement shall be null and void and of no force and effect, effect and the purported transferee shall have no rights or privileges in or with respect to DRI Acquisition (or the CompanyCompany after the Merger). As used herein, “"Transfer” " includes the making of any sale, exchange, assignment, hypothecation, gift, security interest, pledge or other encumbrance, or any contract therefor, any voting trust or other agreement or arrangement with respect to the transfer or grant of voting rights (except for the voting agreement set forth in Article III hereof) or any other beneficial interest in any of the Securities, the creation of any other claim thereto or any other transfer or disposition whatsoever, whether voluntary or involuntary, affecting the right, title, interest or possession in or to such Securities. Prior to any proposed Transfer of any Securities, the holder thereof shall give written notice to DRI Acquisition (or the Company after the Merger) describing the manner and circumstances of the proposed Transfer, together with, if requested Transfer accompanied by the Company, a written opinion of legal counselcounsel if requested by DRI Acquisition (or the Company after the Merger), addressed to DRI Acquisition (or the Company after the Merger) and the transfer agent for the Company’s equity securitiesagent, if other than the Company, and reasonably satisfactory in form and substance to the Companyeach addressee, to the effect that the proposed Transfer of the Securities may be effected without registration under the Securities Act of 1933, as amended (the “Securities Act”)and applicable state securities laws. Each certificate evidencing the Securities transferred shall bear the legends set forth in Section 1.2(a) hereof3.2, except that such certificate shall not bear the such legend contained in the first paragraph of Section 1.2(a) hereof if the opinion of counsel referred to above is to the further effect that such legends legend is not required in order to establish compliance with any provision of the Securities ActAct or applicable state securities laws. Notwithstanding the foregoing, no written opinion of legal counsel shall be required by DRI Acquisition (or the Company after the Merger) in connection with a Transfer to any Permitted Transferee of the type defined in Sections 3.5(b)(iv), 3.5(b)(v) and 3.5(b)(vi) hereof. Nothing in this Section 1.1(a3.5(a) shall prevent the Transfer, free of any restrictions under this Agreement, of Securities by an Investor or a Permitted Transferee to one or more of its Permitted Transferees Transferees, or to DRI Acquisition or the Company; provided, however, that each such Investor or Permitted Transferee -------- ------- (except a Permitted Transferee by virtue of Section 1.1(b)(iv3.5(b)(iv) hereof) shall take such Securities subject to and be fully bound by the terms of this Agreement applicable to it with the same effect as if it were an Investor (or if the Permitted Transferee were a Management Investor, a Management Investor) hereunderparty hereto; and provided provided, further, however, that (i) no entity or person (other than a Permitted -------- ------- Transferee by virtue of Section 1.1(b)(iv3.5(b) (iv) hereof) shall be a Permitted Transferee unless such transferee executes and delivers a joinder to this Agreement reasonably satisfactory in form and substance to DRI Acquisition or the Company which joinder states that such person agrees to be fully bound by this Agreement (as if it were an Investor (or if the Permitted Transferee were a Management Investor, a Management Investor) hereunderapplicable), and (ii) no Transfer shall be effected except in compliance with the registration requirements of the Securities Act and any applicable state securities laws or pursuant to an available exemption therefrom. (b) As used herein, “"Permitted Transferee” " shall mean:

Restrictions on Transfers of Securities. The following restrictions on Transfer (as such term is defined in this Section 1.1(a) below4.1) shall apply to all Securities owned by any Investor Shareholder: (a) No Shareholder or Permitted Transferee (as such term is defined in this Section 1.1(b) below4.1), except other than a Permitted Transferee by virtue of Section 1.1(b)(iv4.1(b) (iii) hereof: (a) No Investor or Permitted Transferee , shall Transfer (other than in connection with a redemption or purchase by the Company) any Securities unless (i) such Transfer is to a person approved in advance in writing by the Required Holders (as defined in Section 2.2(a)), Permitted Transferee and (ii) such Transfer otherwise complies with the provisions of this Section 1.1, Article II hereof, and, in addition, in IV. No Shareholder or Permitted Transferee shall effect any Transfer of Securities unless the case of Management Securities (as defined in Section 4.1(a)), Article IV transferee executes an agreement pursuant to which such transferee agrees to be bound by the terms and provisions of this AgreementAgreement applicable to the transferor (except as otherwise specifically provided herein). Any purported Transfer in violation of this Agreement shall be null and void and of no force and effect, effect and the purported transferee shall have no rights or privileges in or with respect to the Company. As used herein, “"Transfer” " includes the making of any sale, exchange, assignment, hypothecation, gift, security interest, pledge or other encumbrance, or any contract therefor, any voting trust or other agreement or arrangement with respect to the transfer or grant of voting rights (except for the voting agreement set forth in Article III hereof) or any other beneficial interest in any of the Securities, (other than the voting rights provisions described in Section 4.2) the creation of any other claim thereto or any other transfer or disposition whatsoever, whether voluntary or involuntary, affecting the right, title, interest or possession in or to such Securities. Prior to any proposed Transfer of any Securities, the holder thereof shall give written notice to the Company describing the manner and circumstances of the proposed Transfer. In advance of any such Transfer, together with, if requested by the holder thereof shall provide evidence to the Company, sufficient to the Company in its reasonable discretion, that the proposed transferee shall be subject to this Agreement. No recipient of any Securities pursuant to a Transfer shall be entitled to any rights under this Agreement, including in particular those rights described in Section 4.6, until and unless such transferee is made subject to the terms of this Agreement. Each certificate evidencing the Securities transferred (except in the case of a transaction contemplated in Section 4.1(b)(iii) hereof) shall bear the legends set forth in Section 3.2, except that such certificate shall not bear such legend if the holder delivers a written opinion of legal counsel, addressed to the Company and the transfer agent for the Company’s equity securities, if other than the Company, and reasonably satisfactory in form and substance to the Company, to the effect that the proposed Transfer of the Securities may be effected without registration under the Securities Act of 1933, as amended (the “Securities Act”). Each certificate evidencing the Securities transferred shall bear the legends set forth in Section 1.2(a) hereof, except that such certificate shall not bear the legend contained in the first paragraph of Section 1.2(a) hereof if the opinion of counsel referred to above is to the further effect that such legends is not required in order to establish compliance with any provision of the Securities ActAct or applicable state securities laws. Nothing in this Section 1.1(a4.1(a) shall prevent the Transfer, free of any restrictions under this Agreement, Transfer of Securities by an Investor a Shareholder or a Permitted Transferee to one or more of its Permitted Transferees or to the Company; provided, however, that each such -------- ------- Shareholder or Permitted Transferee (except a Permitted Transferee by virtue of Section 1.1(b)(iv4.1(b) (iii) hereof) shall take such Securities subject to and be fully bound by the terms of this Agreement applicable to it with the same effect as if it were an Investor (or if the Permitted Transferee were a Management Investor, a Management Investor) hereunderparty hereto; and provided provided, further, however, that (i) no entity or person -------- -------- (other than a Permitted Transferee by virtue of Section 1.1(b)(iv4.1(b)(iii) hereof) shall be a Permitted Transferee unless such transferee executes and delivers a joinder to this Agreement reasonably satisfactory in form and substance to the Company which joinder states that such person agrees to be fully bound by this Agreement as if it were an Investor (or if the Permitted Transferee were a Management Investor, a Management Investor) hereunderCompany, and (ii) no Transfer shall be effected except in compliance with the registration requirements of the Securities Act and any applicable state securities laws or pursuant to an available exemption therefrom. (b) As used herein, “Permitted Transferee” shall mean:

Restrictions on Transfers of Securities. The following restrictions on Transfer (as defined in Section 1.1(a) below) shall apply to all Securities owned by any Investor or Permitted Transferee (as defined in Section 1.1(b) below), except a Permitted Transferee by virtue of Section 1.1(b)(iv) hereof: (a) No Investor or Permitted Transferee other than ValueAct Capital shall Transfer (other than in connection with a redemption or purchase by ValueAct Capital, a ValueAct Capital Affiliate or the Company) any Securities unless (i) such Transfer is to a person approved in advance in writing by the Required Holders (as defined in Section 2.2(a)), and (ii) such Transfer complies with the provisions of this Section 1.1, 1.1 and Article II hereof, and, in addition, in the case of Management Securities (as defined in Section 4.1(a)), Article IV of this Agreement. Any purported Transfer in violation of this Agreement shall be null and void and of no force and effect, and the purported transferee shall have no rights or privileges in or with respect to the Company. As used herein, “Transfer” includes the making of any sale, exchange, assignment, hypothecation, gift, security interest, pledge or other encumbrance, or any contract therefor, any voting trust or other agreement or arrangement with respect to the transfer or grant of voting rights (except for the voting agreement set forth in Article III hereof) or any other beneficial interest in any of the Securities, the creation of any other claim thereto or any other transfer or disposition whatsoever, whether voluntary or involuntary, affecting the right, title, interest or possession in or to such Securities. Prior to any proposed Transfer of any Securities, the holder thereof shall give written notice to the Company describing the manner and circumstances of the proposed Transfer, together with, if requested by the Company, a written opinion of legal counsel, addressed to the Company and the transfer agent for the Company’s equity securities, if other than the Company, and reasonably satisfactory in form and substance to the Company, to the effect that the proposed Transfer of the Securities may be effected without registration under the Securities Act of 1933, as amended (the “Securities Act”). Each certificate evidencing the Securities transferred shall bear the legends set forth in Section 1.2(a) hereof, except that such certificate shall not bear the legend contained in the first paragraph of Section 1.2(a) hereof if the opinion of counsel referred to above is to the further effect that such legends is not required in order to establish compliance with any provision of the Securities Act. Nothing in this Section 1.1(a) shall prevent the Transfer, free of any restrictions under this Agreement, of Securities by an Investor or a Permitted Transferee to one or more of its Permitted Transferees or to the Company, ValueAct Capital or a ValueAct Capital Affiliate; provided, however, that each such Permitted Transferee (except a Permitted Transferee by virtue of Section 1.1(b)(iv) hereof) shall take such Securities subject to and be fully bound by the terms of this Agreement applicable to it with the same effect as if it were was an Investor (or if the Permitted Transferee were was a Management Investor, a Management Investor) hereunder; and provided further, however, that (i) no person (other than a Permitted Transferee by virtue of Section 1.1(b)(iv) hereof) shall be a Permitted Transferee unless such transferee executes and delivers a joinder to this Agreement reasonably satisfactory in form and substance to the Company which joinder states that such person agrees to be fully bound by this Agreement as if it were an Investor (or if the transferor to the Permitted Transferee were is a Management InvestorInvestor hereunder, as a Management Investor) hereunder, and (ii) no Transfer shall be effected except in compliance with the registration requirements of the Securities Act and any applicable state securities laws or pursuant to an available exemption therefrom. (b) As used herein, “Permitted Transferee” shall mean:

Restrictions on Transfers of Securities. The following restrictions on Transfer (as defined in Section 1.1(a) below) shall apply to all Securities owned by any Investor or Permitted Transferee (as defined in Section 1.1(b) below), except a Permitted Transferee by virtue of Section 1.1(b)(iv) hereof:): (a) No Investor or Permitted Transferee shall Transfer (other than in connection with a redemption or purchase by the Company) any Securities unless (i) such Transfer is to a person approved in advance in writing by the Required Holders (as defined in Section 2.2(a))Parent, and (ii) such Transfer complies with the provisions of this Section 1.1, Article II hereof, and, in addition, in the case of Management Securities (as defined in Section 4.1(a)), Article IV of this Agreement. Any purported Transfer in violation of this Agreement shall be null and void and of no force and effect, and the purported transferee shall have no rights or privileges in or with respect to the Company. As used herein, “Transfer” includes the making of any sale, exchange, assignment, hypothecation, gift, security interest, pledge or other encumbrance, or any contract therefor, any voting trust or other agreement or arrangement with respect to the transfer or grant of voting rights (except for the voting agreement set forth in Article III hereof) or any other beneficial interest in any of the Securities, the creation of any other claim thereto or any other transfer or disposition whatsoever, whether voluntary or involuntary, affecting the right, title, interest or possession in or to such Securities. Prior to any proposed Transfer of any Securities, the holder thereof shall give written notice to the Company describing the manner and circumstances of the proposed Transfer, together with, if requested by the Company, a written opinion of legal counsel, addressed to the Company and the transfer agent for the Company’s equity securities, if other than the Company, and reasonably satisfactory in form and substance to the Company, to the effect that the proposed Transfer of the Securities may be effected without registration under the Securities Act of 1933, as amended (the “Securities Act”). Each certificate evidencing the Securities transferred shall bear the legends set forth in Section 1.2(a) hereof, except that such certificate shall not bear the legend contained in the first paragraph of Section 1.2(a) 1.2 hereof if the opinion of counsel referred to above is to the further effect that such legends is not required in order to establish compliance with any provision of the Securities Act. Nothing in this Section 1.1(a) shall prevent the Transfer, free of any restrictions under this Agreement, Transfer of Securities by an Investor or a Permitted Transferee to one or more of its Permitted Transferees or to the Company; provided, however, that each such Permitted Transferee (except a Permitted Transferee by virtue of Section 1.1(b)(iv) hereof) shall take such Securities subject to and be fully bound by the terms of this Agreement applicable to it with the same effect as if it were an Investor (or if the Permitted Transferee were a Management Investor, a Management Investor) hereunder; and provided further, however, that (i) no person (other than a Permitted Transferee by virtue of Section 1.1(b)(iv) hereof) shall be a Permitted Transferee unless such transferee executes and delivers a joinder to this Agreement reasonably satisfactory in form and substance to the Company which joinder states that such person agrees to be fully bound by this Agreement as if it were an Investor (or if the Permitted Transferee were a Management Investor, a Management Investor) hereunder, and (ii) no Transfer shall be effected except in compliance with the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) and any applicable state securities laws or pursuant to an available exemption therefrom. (b) As used herein, “Permitted Transferee” shall mean:

Restrictions on Transfers of Securities. The following restrictions on Transfer (as defined in Section 1.1(a) below) shall apply to all Securities owned by any Investor or Permitted Transferee (as defined in Section 1.1(b) below), except a Permitted Transferee by virtue of Section 1.1(b)(iv) hereof: (a) No Except as provided in the third paragraph of this clause (a), no Investor or Permitted Transferee shall Transfer (other than in connection with a redemption or purchase by the Company) any Securities to a Restricted Purchaser unless (i) such Transfer is to a person approved in advance in writing by the Required Holders (as defined in Section 2.2(a)), holders of a majority of the outstanding shares of Common Stock and (ii) such Transfer complies with the provisions of this Section 1.1, Article II hereof, and, in addition, in the case of Management Securities (as defined in Section 4.1(a))Founders Securities, Article IV III of this Agreement. Any purported Transfer in violation of this Agreement shall be null and void and of no force and effect, and the purported transferee shall have no rights or privileges in or with respect to the Company. As used herein, “Transfer” includes the making of any sale, exchange, assignment, hypothecation, gift, security interest, pledge or other encumbrance, or any contract therefor, any voting trust or other agreement or arrangement with respect to the transfer or grant of voting rights (except for the voting agreement set forth in Article III hereof) or any other beneficial interest in any of the Securities, the creation of any other claim thereto or any other transfer or disposition whatsoever, whether voluntary or involuntary, affecting the right, title, interest or possession in or to such Securities. Prior to any proposed Transfer of any Securities, the holder thereof shall give written notice to the Company describing the manner and circumstances of the proposed Transfer, together with, if reasonably requested by the Company, a written opinion of legal counsel, addressed to the Company and the transfer agent for the Company’s equity securities, if other than the Company, and reasonably satisfactory in form and substance to the Company, to the effect that the proposed Transfer of the Securities may be effected without registration under the Securities Act of 1933, as amended (the “Securities Act”). Each certificate evidencing the Securities transferred shall bear the legends set forth in Section 1.2(a) 1.2 hereof, except that such certificate shall not bear the legend contained in the first paragraph of Section 1.2(a) 1.2 hereof if the opinion of counsel referred to above is to the further effect that such legends legend is not required in order to establish compliance with any provision of the Securities Act. Nothing in this Section 1.1(a) shall prevent or restrict the Transfer, free of any restrictions under this Agreement, of Securities by an Investor or a Permitted Transferee to one or more of its Permitted Transferees or to the Company; provided, however, that each such Permitted Transferee (except a Permitted Transferee by virtue of Section 1.1(b)(iv) hereof) shall take such Securities subject to and be fully bound by the terms of this Agreement applicable to it with the same effect as if it were an Investor (or if the Permitted Transferee were a Management Investor, a Management Investor) hereunder; and provided further, however, that (i) no person Person (other than a Permitted Transferee by virtue of Section 1.1(b)(iv) hereof) shall be a Permitted Transferee unless such transferee executes and delivers a joinder to this Agreement reasonably satisfactory in the form and substance to the Company which joinder states that such person agrees to be fully bound by this Agreement attached hereto as if it were an Investor (or if the Permitted Transferee were a Management Investor, a Management Investor) hereunder, Exhibit A and (ii) no Transfer shall be effected except in compliance with the registration requirements of the Securities Act and any applicable state securities laws or pursuant to an available exemption therefrom. (b) As used herein, “Permitted Transferee” shall mean:

Restrictions on Transfers of Securities. The following restrictions on Transfer (as defined in Section 1.1(a) below) shall apply to all Securities owned by any Investor or Permitted Transferee (as defined in Section 1.1(b) below), except a Permitted Transferee by virtue of Section 1.1(b)(iv) hereof: (a) No Investor or Permitted Transferee other than ValueAct Capital shall Transfer (other than in connection with a redemption or purchase by ValueAct Capital, a ValueAct Capital Affiliate or the Company) any Securities unless (i) such Transfer is to a person approved in advance in writing by the Required Holders (as defined in Section 2.2(a)), and (ii) such Transfer complies with the provisions of this Section 1.1, 1.1 and Article II hereof, and, in addition, in the case of Management Securities (as defined in Section 4.1(a)), Article IV of this Agreement. Any purported Transfer in violation of this Agreement shall be null and void and of no force and effect, and the purported transferee shall have no rights or privileges in or with respect to the Company. As used herein, “Transfer” includes the making of any sale, exchange, assignment, hypothecation, gift, security interest, pledge or other encumbrance, or any contract therefor, any voting trust or other agreement or arrangement with respect to the transfer or grant of voting rights (except for the voting agreement set forth in Article III hereof) or any other beneficial interest in any of the Securities, the creation of any other claim thereto or any other transfer or disposition whatsoever, whether voluntary or involuntary, affecting the right, title, interest or possession in or to such Securities. Prior to any proposed Transfer of any Securities, the holder thereof shall give written notice to the Company describing the manner and circumstances of the proposed Transfer, together with, if requested by the Company, a written opinion of legal counsel, addressed to the Company and the transfer agent for the Company’s equity securities, if other than the Company, and reasonably satisfactory in form and substance to the Company, to the effect that the proposed Transfer of the Securities may be effected without registration under the Securities Act of 1933, as amended (the “Securities Act”). Each certificate evidencing the Securities transferred shall bear the legends set forth in Section 1.2(a) hereof, except that such certificate shall not bear the legend contained in the first paragraph of Section 1.2(a) hereof if the opinion of counsel referred to above is to the further effect that such legends is not required in order to establish compliance with any provision of the Securities Act. Nothing in this Section 1.1(a) shall prevent the Transfer, free of any restrictions under this Agreement, of Securities by an Investor or a Permitted Transferee to one or more of its Permitted Transferees or to the Company, ValueAct Capital or a ValueAct Capital Affiliate; provided, however, that each such Permitted Transferee (except a Permitted Transferee by virtue of Section 1.1(b)(iv) hereof) shall take such Securities subject to and be fully bound by the terms of this Agreement applicable to it with the same effect as if it were was an Investor (or if the Permitted Transferee were was a Management Investor, a Management Investor) hereunder; and provided further, however, that (i) no person (other than a Permitted Transferee by virtue of Section 1.1(b)(iv) hereof) shall be a Permitted Transferee unless such transferee executes and delivers a joinder to this Agreement reasonably satisfactory in form and substance to the Company which joinder states that such person agrees to be fully bound by this Agreement as if it were an Investor (or if the transferor to the Permitted Transferee were is a Management InvestorInvestor hereunder, as a Management Investor) hereunder, and (ii) no Transfer shall be effected except in compliance with the registration requirements of the Securities Act and any applicable state securities laws or pursuant to an available exemption therefrom. (b) As used herein, “Permitted Transferee” shall mean:

Restrictions on Transfers of Securities. The following restrictions on Transfer (as defined in Section 1.1(a) below) shall apply to all Securities owned by any Investor or Permitted Transferee (as defined in Section 1.1(b) below), except a Permitted Transferee by virtue of Section 1.1(b)(iv) hereof: (a) No Non-OEP Investor or shall effect a Transfer of any Securities other than (A) pursuant to Section 1.3 in connection with an Approved Sale, (B) pursuant to Section 1.4 in connection with the exercise of “Tag-Along Rights,” (C) with the prior written consent of OEP (D) pursuant to Section 1.5 after having complied with the requirements thereof, (E) to a Permitted Transferee shall Transfer of the Investor in question, (other than F) to the Company or (G) in connection with a redemption Public Offering or purchase by following a Public Offering in an open market transaction or under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”) (each of (A), (B), (D), (E),(F) and (G), a “Permitted Transfer”). In exercising the consent and approval provided for in clause (C), OEP may employ its sole discretion in evaluating the nature of the proposed transferee and OEP may impose such conditions on Transfer as it deems appropriate in its sole discretion, including, but not limited to, requirements that the transferee be an employee or shareholder of the Company) any Securities unless (i) such Transfer is to a person approved in advance in writing by the Required Holders (as defined in Section 2.2(a)), and (ii) such Transfer complies with the provisions of this Section 1.1, Article II hereof, and, in addition, in the case of Management Securities (as defined in Section 4.1(a)), Article IV of this Agreement. Any purported Transfer in violation of this Agreement or any federal or state securities laws shall be null and void and of no force and effect, and the purported transferee shall have no rights or privileges in or with respect to the Company. As used herein. (b) Until the occurrence of an initial Public Offering, “Transfer” includes the making of any sale, exchange, assignment, hypothecation, gift, security interest, pledge or other encumbrance, or any contract therefor, any voting trust or other agreement or arrangement with respect to the transfer or grant of voting rights (except for the voting agreement set forth in Article III hereof) or any other beneficial interest in any of the Securities, the creation of any other claim thereto or any other transfer or disposition whatsoever, whether voluntary or involuntary, affecting the right, title, interest or possession in or to such Securities. Prior prior to any proposed Transfer of any SecuritiesSecurities by any Non-OEP Investor, other than a Transfer to the Company or pursuant to Section 1.3, 1.4 or 1.5, the holder thereof shall give written notice to the Company and, if the Transfer is pursuant to clause (C) of Section 1.2(a), to OEP, describing the manner and circumstances of the proposed Transfer, together with, Transfer accompanied by a written legal opinion if requested by the Company (the reasonable costs of preparation of which shall be borne by the Company, a written opinion of legal counsel), addressed to the Company and the transfer agent for the Company’s equity securitiesagent, if other than the Company, and reasonably satisfactory in form and substance to the Companyeach addressee, to the effect that the proposed Transfer of the Securities may be effected without registration under the Securities Act of 1933, as amended (the “Securities Act”)and applicable state securities laws. Each certificate evidencing the Securities transferred shall bear the legends set forth in Section 1.2(a1.2(d) hereofand, if applicable, Section 3.6, except that such certificate shall not bear the such legend contained in the first paragraph of Section 1.2(a) hereof if the opinion of counsel referred to above is to the further effect that such legends legend is not required in order to establish compliance with any provision of the Securities Act. Nothing in this Section 1.1(a) shall prevent the Transfer, free of any restrictions under this Agreement, of Securities by an Investor Act or a Permitted Transferee to one or more of its Permitted Transferees or to the Company; provided, however, that each such Permitted Transferee (except a Permitted Transferee by virtue of Section 1.1(b)(iv) hereof) shall take such Securities subject to and be fully bound by the terms of this Agreement applicable to it with the same effect as if it were an Investor (or if the Permitted Transferee were a Management Investor, a Management Investor) hereunder; and provided further, however, that (i) no person (other than a Permitted Transferee by virtue of Section 1.1(b)(iv) hereof) shall be a Permitted Transferee unless such transferee executes and delivers a joinder to this Agreement reasonably satisfactory in form and substance to the Company which joinder states that such person agrees to be fully bound by this Agreement as if it were an Investor (or if the Permitted Transferee were a Management Investor, a Management Investor) hereunder, and (ii) no Transfer shall be effected except in compliance with the registration requirements of the Securities Act and any applicable state securities laws or pursuant to an available exemption therefromlaws. (b) As used herein, “Permitted Transferee” shall mean: