Common use of Restrictions; Permitted Dispositions Clause in Contracts

Restrictions; Permitted Dispositions. Without the consent of the Company, no Management Holder shall make any Disposition, directly or indirectly, through an Affiliate or otherwise. The preceding sentence shall apply with respect to all shares of Common Stock held directly or indirectly as of the date of this Agreement by a Management Holder (including, without limitation, all shares of Common Stock acquired upon the exercise of any Option held directly or indirectly by such Management Holder as of the date of this Agreement), regardless of the manner in which such Management Holder initially acquired such shares of Common Stock. Notwithstanding the foregoing, the following Dispositions by a Management Holder shall be permitted at any time: (a) (i) in the case of shares of Common Stock, with respect to a Public Sale in connection with the exercise of Piggyback Registration Rights in accordance with Section 4; or (ii) subject to Section 4(d), any other Public Sale of Common Stock; (b) to: (i) a guardian of the estate of such Management Holder; (ii) an inter vivos trust primarily for the benefit of such Management Holder; (iii) an inter vivos trust whose primary beneficiary is one or more of such Management Holder’s lineal descendants (including lineal descendants by adoption); (iv) the spouse of such Management Holder during marriage and not incident to divorce; or (v) one or more of such Management Holder’s Affiliates; (c) to any individual Management Holder by: (i) a guardian of the estate of such Management Holder; (ii) an inter vivos trust whose primary beneficiary is such Management Holder or one or more of such Management Holder’s lineal descendants (including lineal descendants by adoption); (iii) the spouse of such Management Holder during marriage and not incident to divorce; or (iv) such Management Holder’s lineal descendants; (d) with the consent of the Company, by any Management Holder to a qualified retirement plan sponsored by the Management Holder (including with respect to a qualified retirement plan referred to in this paragraph 3.1(d), to participants, alternate payees and beneficiaries to the extent required by law and the provisions of such plan); (e) to a trust, to any successor trust or successor trustee; (f) with the consent of the Company, by any Management Holder to other Persons for tax planning purposes; and (g) at any time after the Apollo Group has disposed of more than 90% of the securities that it received in connection with its original investment in the Company; provided that such Disposition complies with the applicable securities rules and regulations in effect at the time of the Disposition. In the event of any transaction by a Management Holder involving a change of ownership interest or voting power of a Management Holder not specifically prohibited by this Section 3.1 or otherwise authorized by (a) through (g) of this Section 3.1, such transaction shall be deemed a Disposition by such Management Holder and an irrevocable “Offer.” Such Management Holder (“Offeror”) shall promptly notify the Company of such event and offer (the “Offer”), by written notice to the Company, to sell all securities subject to the Offer to the Company and/or the Apollo Group for the Purchase Price. Offers under this Section 3.1 shall (A) be in writing; (B) be irrevocable for 90 days following the date of the Offer; (C) be sent by the Offeror to the Company; and (D) contain a description of the proposed transaction and change of ownership interest or voting power. The Company shall, within five (5) business days from receipt thereof (or, if no such written notice is delivered to the Company by the Management Holder, within five (5) business days from the Company’s receipt of evidence, satisfactory to it, of such a Disposition by the Offeror), deliver written notice of the Offer to the Company and the Apollo Group stating that all Common Stock registered in the name of such Management Holder are securities subject to an Offer pursuant to this Section 3.1. The date of such Offer shall be deemed to be the date such written notice of the Offer is so delivered by the Company.

Restrictions; Permitted Dispositions. Without the prior consent of the Company, no Management Holder shall make any Disposition, directly or indirectly, through an Affiliate or otherwise. The preceding sentence shall apply with respect to all shares of Common Stock Units held directly or indirectly as of the date of this Agreement at any time by a Management Holder (including, without limitation, including all shares of Common Stock Units acquired upon the exercise of any Option held directly or indirectly by such Management Holder as of the date of this Agreementupon a distribution pursuant to any deferred compensation plan), regardless of the manner in which such Management Holder initially acquired such shares of Common StockUnits. Notwithstanding the foregoing, the following Dispositions by a Management Holder shall be permitted at any time: (a) (i) in the case of shares of Common Stock, with respect to a Public Sale (A) in connection with the exercise of Piggyback Registration Rights in accordance with Section 4; piggyback registration rights or (iiB) subject to Section 4(d), any other that occurs at least twelve months following a Qualified Public Sale of Common StockOffering; (bii) to: (iA) a guardian of the estate of such Management Holder; (iiB) an inter inter-vivos trust primarily for the benefit of such Management Holder; (iiiC) an inter inter-vivos trust whose primary beneficiary is one or more of such Management Holder’s lineal descendants (including lineal descendants by adoption); (ivD) the spouse of such Management Holder during marriage and not incident to divorce; or (vE) one or more of such Management Holder’s Affiliates; (ciii) to any individual Management Holder by: (iA) a guardian of the estate of such Management Holder; (iiB) an inter inter-vivos trust whose primary beneficiary is such Management Holder or one or more of such Management Holder’s lineal descendants (including lineal descendants by adoption); ; (iiiC) the spouse of such Management Holder during marriage and not incident to divorceHolder; or (ivD) an Affiliate of such Management Holder’s lineal descendants; (div) with the consent of the Company, by any Management Holder to a qualified retirement plan sponsored by the Management such Holder (including including, with respect to a qualified retirement plan referred to in this paragraph 3.1(dSection 3(a)(iv), to participants, alternate payees and beneficiaries to the extent required by law and the provisions of such plan); (ev) any Disposition permitted pursuant to a trust, Section 2(a) or required pursuant to any successor trust or successor trustee;Section 2(b); and (fvi) with the consent of the Company, by any Management Holder to other Persons for tax planning purposes; and (g) at any time after the Apollo Group has disposed of more than 90% of the securities that it received in connection with its original investment in the Company; provided that such Disposition complies with the applicable securities rules and regulations in effect at the time of the Disposition. In the event of any a transaction by a Management Holder involving a change of ownership interest or voting power of a Management any Holder not specifically prohibited by that avoids the restrictions on Dispositions provided in this Section 3.1 or otherwise authorized by (a) through (g) of this Section 3.13(a), such transaction shall be deemed a Disposition by such Management Holder and an irrevocable “Offer.,” Such Management and such Holder (“Offeror”) shall promptly notify the Company of such event and offer (the “Offer”), by written notice to the Company, to sell all securities subject to the Offer Units owned by or on behalf of such Holder to the Company and/or the Apollo Group Group, as applicable, in each case, for the Purchase PriceFair Market Value. Offers under this Section 3.1 shall 3(a) shall: (Aa) be in writing; (Bb) be irrevocable for 90 days following so long as the date of Company or the Apollo Group, as applicable, has the right to purchase any securities subject to the Offer; (Cc) be sent by the Offeror to the Company; and (Dd) contain a description of the proposed transaction and change of ownership interest or voting power. The Company shall, within five (5) business days from receipt thereof (or, if no such written notice is delivered to the Company by the Management Holder, within five (5) business days from the Company’s receipt of evidence, satisfactory to it, of such a Disposition by the Offeror), deliver written notice of the Offer to the Company and the Apollo Group stating that all Common Stock Units registered in the name of such Management Holder are securities subject to an Offer pursuant to this Section 3.13(a). The date of such Offer shall be deemed to be the date such written notice of the Offer is so delivered by the Company.

Restrictions; Permitted Dispositions. Without the consent of the Company, no Management Non- Apollo Group Holder shall make any Disposition, directly or indirectly, through an Affiliate or otherwise. The preceding sentence shall apply with respect to all shares of Common Stock and Preferred Stock held directly or indirectly as of the date of this Agreement at any time by a Management Non-Apollo Group Holder (including, including without limitation, limitation to all shares of Common Stock acquired upon the exercise of any Option held directly stock option or indirectly by such Management Holder as of upon the date of this Agreementdistribution from any deferred compensation plan), regardless of the manner in which such Management Non-Apollo Group Holder initially acquired such shares of Common Stock or Preferred Stock, as applicable. Notwithstanding the foregoing, the following Dispositions by a Management Holder shall be permitted at any timepermitted: (a) By any Non-Apollo Group Holder (i) in the case of shares of Common Stock or Preferred Stock, with respect to a Public Sale in connection with the exercise of Piggyback Registration Rights in accordance with Section 4; or , (ii) subject to Section 4(d4(c), any other a Public Sale of Common Stock, or (iii) any sale of Common Stock or Preferred Stock by a Management Holder following the expiration, without exercise, of the Repurchase Right in Section 5 following a Repurchase Event; (b) By any individual Non-Apollo Group Holder during such Non-Apollo Group Holder’s lifetime to: (i) a guardian of the estate of such Management Non-Apollo Group Holder; , (ii) an inter inter-vivos trust primarily for the benefit of such Management Non-Apollo Group Holder; (iii) an inter inter-vivos trust whose primary beneficiary is one or more of such Management Non-Apollo Group Holder’s lineal descendants (including lineal descendants by adoption); (iv) the spouse of such Management Non-Apollo Group Holder during marriage and not incident to divorce; or (v) one or more of such Management Non-Apollo Group Holder’s Affiliates; (c) to To any individual Management Non-Apollo Group Holder by: (i) a guardian of the estate of such Management Non-Apollo Group Holder; (ii) an inter inter-vivos trust whose primary beneficiary is such Management Non-Apollo Group Holder or one or more of such Management Non-Apollo Group Holder’s lineal descendants (including lineal descendants by adoption), (iii) the spouse of such Non-Apollo Group Holder during marriage and not incident to divorce; or (iv) such Non-Apollo Group Holder’s lineal descendants (including lineal descendants by adoption); (iii) the spouse of such Management Holder during marriage and not incident to divorce; or (iv) such Management Holder’s lineal descendants; (d) with With the consent of the Company, by any Management Non-Apollo Group Holder to a qualified retirement plan sponsored by the Management Holder Non-Apollo Group Holder; (including with respect to a e) By any qualified retirement plan referred to in this paragraph 3.1(d), ) to participants, alternate payees and beneficiaries to the extent required by law and the provisions of such plan); (ef) to By any Non-Apollo Group Holder which is a trust, to any successor trust or successor trustee; (fg) with By any Non-Apollo Group Holder pursuant to Section 2; and (h) With the consent of the Company, by any Management Non-Apollo Group Holder to other Persons entities for tax planning purposes; and (g) at any time after the Apollo Group has disposed of more than 90% of the securities that it received in connection with its original investment in the Company; provided that such Disposition complies with the applicable securities rules and regulations in effect at the time of the Disposition. In the event of any a transaction by a Management Holder involving a change of ownership interest or voting power of a Management Holder not specifically prohibited by this Section 3.1 or otherwise authorized by (a) through (g) of which avoids the restrictions on Dispositions provided in this Section 3.1, such transaction shall be deemed a Disposition by such Management Holder and an irrevocable “Offer.,” Such and such Management Holder (“Offeror”) shall promptly notify the Company of such event and offer (the “Offer”), by written notice to the Company, to sell all securities subject to the Offer to the Company and/or the Apollo Group for the Purchase Price. Offers under this Section 3.1 shall (Aa) be in writing; (Bb) be irrevocable for 90 days following so long as the date of Company or Apollo Group has the right to purchase any securities subject to the Offer; (Cc) be sent by the Offeror to the Company; and (Dd) contain a description of the proposed transaction and change of ownership interest or voting power. The Company shall, within five (5) business days from receipt thereof (or, if no such written notice is delivered to the Company by the Management Holder, within five (5) business days from the Company’s receipt of evidence, satisfactory to it, of such a Disposition by the Offeror), deliver written notice of the Offer to the Company and the Apollo Group stating that all Common Stock and Preferred Stock registered in the name of such Management Holder are securities subject to an Offer pursuant to this Section 3.1. The date of such Offer shall be deemed to be the date such written notice of the Offer is so delivered by the Company.

Restrictions; Permitted Dispositions. Without the written consent of the CompanyBoard, except as otherwise provided in this Agreement, no Management Non-IPC Holder shall make any Disposition, directly or indirectly, through an Affiliate or otherwise. The preceding sentence shall apply with respect to all shares of Common Stock and Preferred Stock held directly or indirectly as of the date of this Agreement at any time by a Management Non-IPC Holder (including, without limitation, all shares of Common Stock acquired upon the exercise of any Option held directly pursuant to the 2010 Equity Incentive Plan or indirectly by such Management Holder as of the date of this Agreementany similar plan), regardless of the manner in which such Management Non-IPC Holder initially acquired such shares of Common Stock or Preferred Stock, as applicable. Notwithstanding the foregoing, the following Dispositions by a Management Holder shall be permitted at any time:(each, a “Permitted Disposition”): (a) By any Non-IPC Holder (i) in the case of shares of Common Stock or Preferred Stock, with respect to a Public Sale in connection with the exercise of Piggyback Registration Rights in accordance with registration rights pursuant to Section 4; or , (ii) subject to Section 4(d4(f), any other a Public Sale of Common Stock or Preferred Stock, (iii) any sale of Common Stock or Preferred Stock to any other Holder with the consent of the Board or (iv) pursuant to Section 5 of this Agreement; (b) By any individual Non-IPC Holder during such Non-IPC Holder’s lifetime to: (i) a guardian of the estate of such Management Non-IPC Holder; (ii) an inter inter-vivos trust primarily for the benefit of such Management Non-IPC Holder; (iii) an inter inter-vivos trust whose primary beneficiary is one or more of such Management Non-IPC Holder’s lineal descendants (including lineal descendants by adoption); ) or (iv) the spouse any Affiliate of such Management Holder during marriage and not incident to divorce; or (v) one or more of such Management Holder’s Affiliates; (c) to By any individual Management Non-IPC Holder by: (i) a guardian of the estate of by will or intestacy, following such Management Holder; (ii) an inter vivos trust whose primary beneficiary is such Management Holder or one or more of such Management Non-IPC Holder’s lineal descendants (including lineal descendants by adoption); (iii) the spouse of death, to such Management Holder during marriage and not incident to divorce; or (iv) such Management Non-IPC Holder’s lineal descendants;legal representative, heir or legatee; and (d) with the consent of the Company, by By any Management Non-IPC Holder pursuant to Section 2. No Holder shall permit a qualified retirement plan sponsored by the Management Holder (including with respect to a qualified retirement plan referred to in this paragraph 3.1(d), to participants, alternate payees and beneficiaries to the extent required by law and the provisions of such plan); (e) to a trust, to any successor trust or successor trustee; (f) with the consent of the Company, by any Management Holder to other Persons for tax planning purposes; and (g) at any time after the Apollo Group has disposed of more than 90% of the securities that it received in connection with its original investment in the Company; provided that such Disposition complies with the applicable securities rules and regulations in effect at the time of the Disposition. In the event of any transaction by a Management Holder involving a change of ownership interest or voting power of such Holder which avoids the restrictions on Dispositions provided in this Section 3.1 to be consummated; provided, however, that the transfer of interests in a Holder that holds substantial assets in addition to equity interests in the Company and is not a Management Holder will be deemed not specifically prohibited by this Section 3.1 or otherwise authorized by (a) through (g) of to be a Disposition which avoids the restrictions on Dispositions provided in this Section 3.1, such transaction shall be deemed a Disposition by such Management Holder and an irrevocable “Offer.” Such Management Holder (“Offeror”) shall promptly notify the Company of such event and offer (the “Offer”), by written notice to the Company, to sell all securities subject to the Offer to the Company and/or the Apollo Group for the Purchase Price. Offers under this Section 3.1 shall (A) be in writing; (B) be irrevocable for 90 days following the date of the Offer; (C) be sent by the Offeror to the Company; and (D) contain a description of the proposed transaction and change of ownership interest or voting power. The Company shall, within five (5) business days from receipt thereof (or, if no such written notice is delivered to the Company by the Management Holder, within five (5) business days from the Company’s receipt of evidence, satisfactory to it, of such a Disposition by the Offeror), deliver written notice of the Offer to the Company and the Apollo Group stating that all Common Stock registered in the name of such Management Holder are securities subject to an Offer pursuant to this Section 3.1. The date of such Offer shall be deemed to be the date such written notice of the Offer is so delivered by the Company.

Restrictions; Permitted Dispositions. Without the consent of the Company, no Management Holder shall make any Disposition, directly or indirectly, through an Affiliate or otherwise. The preceding sentence shall apply with respect to all shares of Common Stock held directly or indirectly as of the date of this Agreement at any time by a Management Holder (including, including without limitation, all shares of Common Stock acquired upon the exercise of any Option held directly or indirectly by such Management Holder as of the date of this Agreementupon a distribution pursuant to any deferred compensation plan), regardless of the manner in which such Management Holder initially acquired such shares of Common Stock. Notwithstanding the foregoing, the following Dispositions by a Management Holder shall be permitted at any time: (a) (i) in the case of shares of Common Stock, with respect to a Public Sale in connection with the exercise of Piggyback Piggy-Back Registration Rights in accordance with Section 4; or , (ii) subject to Section 4(d4(c), any other a Public Sale of Common Stock, or (iii) any sale of Common Stock by a Management Holder following the expiration, without exercise, of the Repurchase Right in Section 5 following a Repurchase Event; (b) to: (i) a guardian of the estate of such Management Holder; , (ii) an inter inter-vivos trust primarily for the benefit of such Management Holder; (iii) an inter inter-vivos trust whose primary beneficiary is one or more of such Management Holder’s lineal descendants (including lineal descendants by adoption); (iv) the spouse of such Management Holder during marriage and not incident to divorce; or (v) one or more of such Management Holder’s Affiliates; (c) to any individual Management Holder by: (i) a guardian of the estate of such Management Holder; (ii) an inter inter-vivos trust whose primary beneficiary is such Management Holder or one or more of such Management Holder’s lineal descendants (including lineal descendants by adoption); (iii) the spouse of such Management Holder during marriage and not incident to divorce; or (iv) such Management Holder’s lineal descendants; (d) with the consent of the Company, by any Management Holder to a qualified retirement plan sponsored by the Management Holder (including with respect to a qualified retirement plan referred to in this paragraph 3.1(d), to participants, alternate payees and beneficiaries to the extent required by law and the provisions of such plan); (e) to a trust, to any successor trust or successor trustee; (f) with the consent of the Company, by any Management Holder to other Persons for tax planning purposes; and (g) at any time after the Apollo Group has disposed of more than 90% of the securities that it received in connection with its original investment in the Company; provided that such Disposition complies with the applicable securities rules and regulations in effect at the time of the Disposition. In the event of any transaction by a Management Holder involving a change of ownership interest or voting power of a Management Holder not specifically prohibited by this Section 3.1 or otherwise authorized by (a) through (g) of this Section 3.1, such transaction shall be deemed a Disposition by such Management Holder and an irrevocable “Offer.” Such Management Holder (“Offeror”) shall promptly notify the Company of such event and offer (the “Offer”), by written notice to the Company, to sell all securities subject to the Offer to the Company and/or the Apollo Group for the Purchase Price. Offers under this Section 3.1 shall (A) be in writing; (B) be irrevocable for 90 days following the date of the Offer; (C) be sent by the Offeror to the Company; and (D) contain a description of the proposed transaction and change of ownership interest or voting power. The Company shall, within five (5) business days from receipt thereof (or, if no such written notice is delivered to the Company by the Management Holder, within five (5) business days from the Company’s receipt of evidence, satisfactory to it, of such a Disposition by the Offeror), deliver written notice of the Offer to the Company and the Apollo Group stating that all Common Stock registered in the name of such Management Holder are securities subject to an Offer pursuant to this Section 3.1. The date of such Offer shall be deemed to be the date such written notice of the Offer is so delivered by the Company.

Restrictions; Permitted Dispositions. Without the consent of the Company, no Management Other Holder shall make any Disposition, directly or indirectly, through an Affiliate or otherwiseotherwise except as expressly permitted by this Section 3. The preceding sentence shall apply with respect to all shares of Common Stock held directly or indirectly as of the date of this Agreement at any time by a Management an Other Holder (including, including without limitation, all Options and all shares of Common Stock that may be acquired upon the exercise of any Option held directly or indirectly by such Management Holder as of the date of this Agreementupon a distribution pursuant to any deferred compensation plan), regardless of the manner in which such Management Holder initially acquired such shares of Common StockStock or Option; provided, however, that the Disposition of Warrants and Warrant Shares shall be solely governed by the terms of the Warrants. Notwithstanding The following Dispositions shall not be prohibited by this Agreement (subject to Section 3(c) and Section 3(e)): (i) any Disposition after a Qualified Public Offering (other than a Disposition by the foregoingXX Xxxxxx to a Competitor in a negotiated private transaction (i.e., the following not an Excluded Sale)); (ii) Dispositions by a Management Holder shall be permitted at any time: (a) (i) in the case of shares of Common Stock, with respect to a Public Sale in connection with the exercise of Piggyback Registration Rights in accordance with Section 4; or (ii) subject to Section 4(d), any other Public Sale of Common Stock; (b) that is an individual to: (iA) a guardian of the estate of such Management Holder; (iiB) an inter inter-vivos trust primarily for the benefit of such Management Holder; (iiiC) an inter inter-vivos trust whose primary beneficiary is one or more of such Management Holder’s lineal descendants (including lineal descendants by adoption); (ivD) the spouse of such Management Holder during marriage and not incident to divorce; or (vE) one or more of such Management Holder’s Affiliates; (ciii) Dispositions to any a Holder that is an individual Management Holder by: (iA) a guardian of the estate of such Management Holder; (iiB) an inter inter-vivos trust whose primary beneficiary is such Management Holder or one or more of such Management Holder’s lineal descendants (including lineal descendants by adoption); ; (iiiC) the spouse of such Management Holder during marriage and not incident to divorce; or (ivD) such Management Holder’s lineal descendants; (div) with the consent of the Company, Dispositions by any Management a Holder that is an individual to a qualified retirement plan sponsored by trust established for the Management Holder exclusive benefit of such Holder’s Immediate Family; (including with respect v) any Disposition permitted pursuant to a qualified retirement plan referred to in this paragraph 3.1(dSection 2(a), Section 4 or Section 5 or required pursuant to participants, alternate payees and beneficiaries to the extent required by law and the provisions of such planSection 2(b); (evi) Dispositions by the XX Xxxxxx to one or more controlled Affiliates of GE (provided that such transferee shall covenant to the Company and the Apollo Group to transfer any such securities back to GE if at any time when a trustdisposition to such transferee would be prohibited but for this clause (vi) such transferee ceases to be a controlled Affiliate of GE). In addition, the XX Xxxxxx covenants and agrees to any successor trust transfer all shares of Common Stock (other than Warrants or successor trustee; (f) with Warrant Shares which shall be governed by the consent terms of the Company, Warrants) owned beneficially or of record by any Management Holder the XX Xxxxxx back to other Persons for tax planning purposesGE if the XX Xxxxxx ceases to be a controlled Affiliate of GE; and (gvii) at any time Disposition after the Apollo Group has disposed of more than 90% of its Original Shares; provided, however, that the securities that it received in connection with its original investment XX Xxxxxx may not make a Disposition to a Competitor other than pursuant to an Excluded Sale, provided, in the Company; provided case of each subclause of this Section 3(a), that such Disposition complies with the applicable securities rules and regulations in effect at the time of the Disposition. In the event of any transaction by a Management Holder involving a change of ownership interest or voting power of a Management Holder not specifically prohibited by this Section 3.1 or otherwise authorized by (a) through (g) of this Section 3.1, such transaction shall be deemed a Disposition by such Management Holder and an irrevocable “Offer.” Such Management Holder (“Offeror”) shall promptly notify the Company of such event and offer (the “Offer”), by written notice to the Company, to sell all securities subject to the Offer to the Company and/or the Apollo Group for the Purchase Price. Offers under this Section 3.1 shall (A) be in writing; (B) be irrevocable for 90 days following the date of the Offer; (C) be sent by the Offeror to the Company; and (D) contain a description of the proposed transaction and change of ownership interest or voting power. The Company shall, within five (5) business days from receipt thereof (or, if no such written notice is delivered to the Company by the Management Holder, within five (5) business days from the Company’s receipt of evidence, satisfactory to it, of such a Disposition by the Offeror), deliver written notice of the Offer to the Company and the Apollo Group stating that all Common Stock registered in the name of such Management Holder are securities subject to an Offer pursuant to this Section 3.1. The date of such Offer shall be deemed to be the date such written notice of the Offer is so delivered by the Company.

Restrictions; Permitted Dispositions. Without the consent of the Company, no Management Holder shall make any Disposition, directly or indirectly, through an Affiliate or otherwise. The preceding sentence shall apply with respect to all shares of Common Stock held directly or indirectly as of the date of this Agreement at any time by a Management Holder (including, including without limitation, all shares of Common Stock acquired upon the exercise of any Option held directly or indirectly by such Management Holder as of the date of this Agreementupon a distribution pursuant to any deferred compensation plan), regardless of the manner in which such Management Holder initially acquired such shares of Common Stock. Notwithstanding the foregoing, the following Dispositions by a Management Holder shall be permitted at any time: (a) (i) in the case of shares of Common Stocksubject to any lock-up provisions that may be applicable to such holder, with respect to a Public Sale in connection with the exercise of Piggyback Registration Rights in accordance with Section 4; or (ii) subject to Section 4(d), any other a Public Sale of Common Stock; (b) to: (i) a guardian of the estate of such Management Holder; , (ii) an inter inter-vivos trust primarily for the benefit of such Management Holder; (iii) an inter inter-vivos trust whose primary beneficiary is one or more of such Management Holder’s lineal descendants (including lineal descendants by adoption); (iv) the spouse of such Management Holder during marriage and not incident to divorce; or (v) one or more of such Management Holder’s Affiliates; (c) to any individual Management Holder by: (i) a guardian of the estate of such Management Holder; (ii) an inter inter-vivos trust whose primary beneficiary is such Management Holder or one or more of such Management Holder’s lineal descendants (including lineal descendants by adoption); ; (iii) the spouse of such Management Holder during marriage and not incident to divorceHolder; or (iv) an Affiliate of such Management Holder’s lineal descendants; (d) with the consent of the Company, by any Management Holder to a qualified retirement plan sponsored by the Management Holder (including with respect to a qualified retirement plan referred to in this paragraph 3.1(d), to participants, alternate payees and beneficiaries to the extent required by law and the provisions of such plan); (e) to a trust, to any successor trust or successor trustee; (f) any Disposition permitted pursuant to Section 2(a) or required pursuant to Section 2(b); and (g) with the consent of the Company, by any Management Holder to other Persons for tax planning purposes; and (g) at any time after the Apollo Group has disposed of more than 90% of the securities that it received in connection with its original investment in the Company; provided that such Disposition complies with the applicable securities rules and regulations in effect at the time of the Disposition. In the event of any a transaction by a Management Holder involving a change of ownership interest or voting power of a Management Holder not specifically prohibited by this Section 3.1 or otherwise authorized by (a) through (g) of which avoids the restrictions on Dispositions provided in this Section 3.1, such transaction shall be deemed a Disposition by such Management Holder and an irrevocable “Offer.,” Such and such Management Holder (“Offeror”) shall promptly notify the Company of such event and offer (the “Offer”), by written notice to the Company, to sell all securities subject to the Offer to the Company and/or the Apollo Group BHI for the Purchase PriceFair Market Value (as provided below). Offers under this Section 3.1 shall (Aa) be in writing; (Bb) be irrevocable for 90 days following so long as the date of Company or BHI has the right to purchase any securities subject to the Offer; (Cc) be sent by the Offeror to the Company; and (Dd) contain a description of the proposed transaction and change of ownership interest or voting power. The Company shall, within five (5) business days from receipt thereof (or, if no such written notice is delivered to the Company by the Management Holder, within five (5) business days from the Company’s receipt of evidence, satisfactory to it, of such a Disposition by the Offeror), deliver written notice of the Offer to the Company and the Apollo Group BHI stating that all Common Stock registered in the name of such Management Holder are securities subject to an Offer pursuant to this Section 3.1. The date of such Offer shall be deemed to be the date such written notice of the Offer is so delivered by the Company.

Restrictions; Permitted Dispositions. Without the consent of the Company, no Management Holder shall make any Disposition, directly or indirectly, through an Affiliate or otherwise. The preceding sentence shall apply with respect to all shares of Common Stock held directly or indirectly as of the date of this Agreement at any time by a Management Holder (including, including without limitation, all Awards and all shares of Common Stock that may be acquired or received upon the exercise or settlement of any Option held directly Award or indirectly by such Management Holder as of the date of this Agreementupon a distribution pursuant to any deferred compensation plan), regardless of the manner in which such Management Holder initially acquired such shares of Common Stock. Notwithstanding the foregoing, the following Dispositions by a Management Holder shall be permitted at any time: (a) (i) in the case of shares of Common Stock, with respect to a Public Sale in connection with the exercise of Piggyback Registration Rights in accordance with Section 4; or (ii) subject dispositions pursuant to Section 4(d5 (Piggyback Rights), any other Public Sale of Common Stock; (b) any Disposition after a Qualified Public Offering; (c) to: (i) a guardian of the estate of such Management Holder; , (ii) an inter inter-vivos trust primarily for the benefit of such Management Holder; (iii) an inter inter-vivos trust whose primary beneficiary is one or more of such Management Holder’s lineal descendants (including lineal descendants by adoption); or (iv) the spouse of such Management Holder during marriage and not incident to divorce; or (v) one or more of such Management Holder’s Affiliates; (cd) to any individual Management Holder by: (i) a guardian of the estate of such Management Holder; (ii) an inter inter-vivos trust whose primary beneficiary is such Management Holder or one or more of such Management Holder’s lineal descendants (including lineal descendants by adoption); ; (iii) the spouse of such Management Holder during marriage and not incident to divorce; or (iv) such Management Holder’s lineal descendants; (de) with the consent of the Company, by any Management Holder to a qualified retirement plan sponsored by the Management Holder (including with respect to a qualified retirement plan referred to in this paragraph 3.1(d3.1(e), to participants, alternate payees and beneficiaries to the extent required by law and the provisions of such plan); (ef) to a trust, to any successor trust or successor trustee;trustee established for the exclusive benefit of a Management Holder or any other Person referred to in clauses (c) or (d) above; and (fg) any Disposition permitted pursuant to Section 2(a) or required pursuant to Section 2(b); and (h) with the consent of the Company, by any Management Holder to other Persons for tax planning purposes; and (g) at any time after the Apollo Group has disposed of more than 90% of the securities that it received provided, in connection with its original investment in the Company; provided each case that such Disposition complies with the terms of this Agreement and applicable securities laws, rules and regulations in effect at the time of the Disposition. In the event of any transaction by a Management Holder involving a change of ownership interest or voting power of a Management Holder not specifically prohibited by this Section 3.1 or otherwise authorized permitted by (a) through (gh) of this Section 3.1Section, such transaction shall be deemed a Disposition by such Management Holder and an irrevocable “Offer.” ”. Such Management Holder (“Offeror”) shall promptly notify the Company of such event and offer (the “Offer”), by written notice to the Company, to sell all securities subject to the Offer to the Company and/or the Apollo Group for the Purchase PriceFair Market Value. Offers under this Section 3.1 shall (Aa) be in writing; (Bb) be irrevocable for 90 days following so long as the date of Company or the Apollo Holder has the right to purchase any securities subject to the Offer; (Cc) be sent by the Offeror to the CompanyCompany and the Apollo Group; and (Dd) contain a description of the proposed transaction and change of ownership interest or voting power. The date of such Offer shall be deemed to be the date such written notice of the Offer is so delivered to the Company shall, within five (5) business days from receipt thereof (and the Apollo Holder or, if no such written notice is delivered to the Company and the Apollo Holder by the Management Holder, within five (5) business days from the Company’s receipt of evidence, satisfactory to it, of such a Disposition by the Offeror). In such event, deliver written notice of the Offer to the Company and the Apollo Group stating that shall have the right to repurchase all Common Stock registered in the name shares of such Management Holder are securities subject to an Offer pursuant to this Section 3.1. The date of such Offer shall be deemed to be the date such written notice of the Offer is so delivered by in accordance with the Companyprocedures set forth in Section 6, mutatis mutandis.

Restrictions; Permitted Dispositions. Without the consent of the Company, no Management Holder shall make any Disposition, directly or indirectly, through an Affiliate or otherwise. The preceding sentence shall apply with respect to all shares of Common Stock held directly or indirectly as of the date of this Agreement at any time by a Management Holder (including, including without limitation, all Awards and all shares of Common Stock that may be acquired or received upon the exercise or settlement of any Option held directly Award or indirectly by such Management Holder as of the date of this Agreementupon a distribution pursuant to any deferred compensation plan), regardless of the manner in which such Management Holder initially acquired such shares of Common Stock. Notwithstanding the foregoing, the following Dispositions by a Management Holder shall be permitted at any time: (a) (i) in the case of shares of Common Stock, with respect to a Public Sale in connection with the exercise of Piggyback Registration Rights in accordance with Section 4; or (ii) subject dispositions pursuant to Section 4(d5 (Piggy-back Rights), any other Public Sale of Common Stock; (b) any Disposition after a Qualified Public Offering; (c) to: (i) a guardian of the estate of such Management Holder; , (ii) an inter inter-vivos trust primarily for the benefit of such Management Holder; (iii) an inter inter-vivos trust whose primary beneficiary is one or more of such Management Holder’s lineal descendants (including lineal descendants by adoption); or (iv) the spouse of such Management Holder during marriage and not incident to divorce; or (v) one or more of such Management Holder’s Affiliates; (cd) to any individual Management Holder by: (i) a guardian of the estate of such Management Holder; (ii) an inter inter-vivos trust whose primary beneficiary is such Management Holder or one or more of such Management Holder’s lineal descendants (including lineal descendants by adoption); ; (iii) the spouse of such Management Holder during marriage and not incident to divorce; or (iv) such Management Holder’s lineal descendants; (de) with the consent of the Company, by any Management Holder to a qualified retirement plan sponsored by the Management Holder (including with respect to a qualified retirement plan referred to in this paragraph 3.1(d3.1(e), to participants, alternate payees and beneficiaries to the extent required by law and the provisions of such plan); (ef) to a trust, to any successor trust or successor trustee;trustee established for the exclusive benefit of a Management Holder or any other Person referred to in clauses (c) or (d) above; and (fg) any Disposition permitted pursuant to Section 2(a) or required pursuant to Section 2(b); and (h) with the consent of the Company, by any Management Holder to other Persons for tax planning purposes; and (g) at any time after the Apollo Group has disposed of more than 90% of the securities that it received provided, in connection with its original investment in the Company; provided each case that such Disposition complies with the terms of this Agreement and applicable securities laws, rules and regulations in effect at the time of the Disposition. In the event of any transaction by a Management Holder involving a change of ownership interest or voting power of a Management Holder not specifically prohibited by this Section 3.1 or otherwise authorized permitted by (a) through (gh) of this Section 3.1Section, such transaction shall be deemed a Disposition by such Management Holder and an irrevocable “Offer.” ”. Such Management Holder (“Offeror”) shall promptly notify the Company of such event and offer (the “Offer”), by written notice to the Company, to sell all securities subject to the Offer to the Company and/or the Apollo Group for the Purchase PriceFair Market Value. Offers under this Section 3.1 shall (Aa) be in writing; (Bb) be irrevocable for 90 days following so long as the date of Company or the Apollo Holder has the right to purchase any securities subject to the Offer; (Cc) be sent by the Offeror to the CompanyCompany and the Apollo Group; and (Dd) contain a description of the proposed transaction and change of ownership interest or voting power. The date of such Offer shall be deemed to be the date such written notice of the Offer is so delivered to the Company shall, within five (5) business days from receipt thereof (and the Apollo Holder or, if no such written notice is delivered to the Company and the Apollo Holder by the Management Holder, within five (5) business days from the Company’s receipt of evidence, satisfactory to it, of such a Disposition by the Offeror). In such event, deliver written notice of the Offer to the Company and the Apollo Group stating that shall have the right to repurchase all Common Stock registered in the name shares of such Management Holder are securities subject to an Offer pursuant to this Section 3.1. The date of such Offer shall be deemed to be the date such written notice of the Offer is so delivered by in accordance with the Companyprocedures set forth in Section 6, mutatis mutandis.

Restrictions; Permitted Dispositions. Without the written consent of the CompanyBoard, except as otherwise provided in this Agreement, no Management Non-Bear Group Holder shall make any Disposition, directly or indirectly, through an Affiliate or otherwise. The preceding sentence shall apply with respect to all shares of Common Stock and Preferred Stock held directly or indirectly as of the date of this Agreement at any time by a Management Non-Bear Group Holder (including, without limitation, all shares of Common Stock acquired upon the exercise of any Option held directly Option, any shares of Restricted Stock and any shares of Common Stock and Preferred Stock distributed pursuant to the 2004 Deferred Compensation Plan or indirectly by such Management Holder as of the date of this Agreementany similar plan), regardless of the manner in which such Management Non-Bear Group Holder initially acquired such shares of Common Stock or Preferred Stock, as applicable. Notwithstanding the foregoing, the following Dispositions by a Management Holder shall be permitted at any time:(each, a "Permitted Disposition"): (a) By any Non-Bear Group Holder (i) in the case of shares of Common Stock or Preferred Stock, with respect to a Public Sale in connection with the exercise of Piggyback Registration Rights in accordance with registration rights pursuant to Section 4; or , (ii) subject to Section 4(d4(f), any other a Public Sale of Common Stock, (iii) any sale of Common Stock or Preferred Stock to any other Holder with the consent of the Board or (iv) pursuant to Section 5 of this Agreement; (b) By Vestar to any of its Affiliates or to its limited partners in a pro rata distribution, in each case, in accordance with the other provisions of this Agreement; (c) By any individual Non-Bear Group Holder during such Non-Bear Group Holder's lifetime to: (i) a guardian of the estate of such Management Non-Bear Group Holder; (ii) an inter inter-vivos trust primarily for the benefit of such Management Non-Bear Group Holder; or (iii) an inter inter-vivos trust whose primary beneficiary is one or more of such Management Non-Bear Group Holder’s lineal descendants (including lineal descendants by adoption); (iv) the spouse of such Management Holder during marriage and not incident to divorce; or (v) one or more of such Management Holder’s Affiliates; (c) to any individual Management Holder by: (i) a guardian of the estate of such Management Holder; (ii) an inter vivos trust whose primary beneficiary is such Management Holder or one or more of such Management Holder’s 's lineal descendants (including lineal descendants by adoption); (iii) the spouse of such Management Holder during marriage and not incident to divorce; or (iv) such Management Holder’s lineal descendants; (d) with With the consent of the CompanyCompany (which consent shall not be unreasonably withheld), by any Management Non-Bear Group Holder to a qualified retirement plan sponsored by the Management Holder Non-Bear Group Holder; (including with respect to a e) By any qualified retirement plan referred to in this paragraph 3.1(d), of the Company to participants, alternate payees and beneficiaries to the extent required by law and the provisions of such plan); (ef) to By any Non-Bear Group Holder which is a trust, to any successor trust or successor trustee; (fg) with By any Non-Bear Group Holder pursuant to Section 2; and (h) With the consent of the CompanyCompany (which consent shall not be unreasonably withheld), by any Management Non-Bear Group Holder to other Persons entities for tax planning purposes; and (g) at any time after the Apollo Group has disposed of more than 90% of the securities that it received in connection with its original investment in the Company; provided that such Disposition complies with the applicable securities rules and regulations in effect at the time of the Disposition. In the event of any No Holder shall permit a transaction by a Management Holder involving a change of ownership interest or voting power of such Holder which avoids the restrictions on Dispositions provided in this Section 3.1 to be consummated; provided, however, that the transfer of interests in a Holder that holds substantial assets in addition to equity interests in the Company and is not a Management Holder will be deemed not specifically prohibited by this Section 3.1 or otherwise authorized by (a) through (g) of to be a Disposition which avoids the restrictions on Dispositions provided in this Section 3.1, such transaction shall be deemed a Disposition by such Management Holder and an irrevocable “Offer.” Such Management Holder (“Offeror”) shall promptly notify the Company of such event and offer (the “Offer”), by written notice to the Company, to sell all securities subject to the Offer to the Company and/or the Apollo Group for the Purchase Price. Offers under this Section 3.1 shall (A) be in writing; (B) be irrevocable for 90 days following the date of the Offer; (C) be sent by the Offeror to the Company; and (D) contain a description of the proposed transaction and change of ownership interest or voting power. The Company shall, within five (5) business days from receipt thereof (or, if no such written notice is delivered to the Company by the Management Holder, within five (5) business days from the Company’s receipt of evidence, satisfactory to it, of such a Disposition by the Offeror), deliver written notice of the Offer to the Company and the Apollo Group stating that all Common Stock registered in the name of such Management Holder are securities subject to an Offer pursuant to this Section 3.1. The date of such Offer shall be deemed to be the date such written notice of the Offer is so delivered by the Company.

Restrictions; Permitted Dispositions. Without the prior consent of the CompanyHexion LLC, no Management Non-Apollo Holder shall make any Disposition, directly or indirectly, through an Affiliate or otherwise. The preceding sentence shall apply with respect to all shares of Common Stock or Units, as applicable, held directly or indirectly as of the date of this Agreement at any time by a Management Non-Apollo Holder (including, without limitation, including all shares of Common Stock or Units, as applicable, acquired upon the exercise of any Option held directly or indirectly by such Management Holder as of the date of this Agreementupon a distribution pursuant to any deferred compensation plan), regardless of the manner in which such Management Non-Apollo Holder initially acquired such shares of Common StockStock or Units, as applicable. Notwithstanding the foregoing, the following Dispositions by a Management Non-Apollo Holder shall be permitted at any time: (ai) (i) in the case of shares of Common Stockwith respect to all Non-Apollo Holders, with respect to a Public Sale in connection with the exercise of Piggyback Registration Rights in accordance with Section 4; or piggyback registration rights, (ii) with respect to all Non-Apollo Holders (other than the Co-Invest Group), with respect to a Public Sale that occurs at least twelve months following a Qualified Public Offering or a Qualified Public Offering of Hexion LLC, as applicable and (iii) with respect to the Co-Invest Group, with respect to a Public Sale; in each case, subject to Section 4(d)any lock-up, any cutback or other Public Sale of Common Stockprovisions that may be applicable to such Holder; (bii) with respect to any Non-Apollo Holder, to: (i) a guardian of the estate of such Management Holder; (ii) an inter inter-vivos trust primarily for the benefit of such Management Holder; (iii) an inter inter-vivos trust whose primary beneficiary is one or more of such Management Holder’s lineal descendants (including lineal descendants by adoption); (iv) the spouse of such Management Holder during marriage and not incident to divorce; or (v) one or more of such Management Holder’s Affiliates; (ciii) to any individual Management Non-Apollo Holder by: (i) a guardian of the estate of such Management Holder; (ii) an inter inter-vivos trust whose primary beneficiary is such Management Holder or one or more of such Management Holder’s lineal descendants (including lineal descendants by adoption); ; (iii) the spouse of such Management Holder during marriage and not incident to divorceHolder; or (iv) an Affiliate of such Management Holder’s lineal descendants; (div) with the consent of the CompanyHexion LLC, by any Management Non-Apollo Holder to a qualified retirement plan sponsored by the Management such Holder (including including, with respect to a qualified retirement plan referred to in this paragraph 3.1(dSection 3(a)(iv), to participants, alternate payees and beneficiaries to the extent required by law and the provisions of such plan); (ev) to a trust, to any successor trust or successor trustee; (fvi) any Disposition permitted pursuant to Section 2(a) or required pursuant to Section 2(b); and (vii) with the consent of the CompanyHexion LLC, by any Management Non-Apollo Holder to other Persons for tax planning purposes; and (g) at any time after the Apollo Group has disposed of more than 90% of the securities that it received in connection with its original investment in the Company; provided that such Disposition complies with the applicable securities rules and regulations in effect at the time of the Disposition. In the event of any a transaction by a Management Holder involving a change of ownership interest or voting power of a Management any Non-Apollo Holder not specifically prohibited by that avoids the restrictions on Dispositions provided in this Section 3.1 or otherwise authorized by (a) through (g) of this Section 3.13(a), such transaction shall be deemed a Disposition by such Management Non-Apollo Holder and an irrevocable “Offer.,” Such Management and such Non-Apollo Holder (“Offeror”) shall promptly notify the Company (in the case of a Disposition of Common Stock) or Hexion LLC (in the case of a Disposition of Units) of such event and offer (the “Offer”), by written notice to the CompanyCompany or to Hexion LLC, as applicable, to sell all securities subject to the Offer to the Company Company, Hexion LLC and/or the Apollo Group Group, as applicable, in each case, for the Purchase PriceFair Market Value (as provided below). Offers under this Section 3.1 shall 3(a) shall: (Aa) be in writing; (Bb) be irrevocable for 90 days following so long as the date of Company, Hexion LLC or the Apollo Group, as applicable, has the right to purchase any securities subject to the Offer; (Cc) be sent by the Offeror to the CompanyCompany or to Hexion LLC, as applicable; and (Dd) contain a description of the proposed transaction and change of ownership interest or voting power. The Company and Hexion LLC, as applicable, shall, within five (5) business days from receipt thereof (or, if no such written notice is delivered to the Company or to Hexion LLC, as applicable, by the Management Non-Apollo Holder, within five (5) business days from the Company’s or Hexion LLC’s (as applicable) receipt of evidence, satisfactory to it, of such a Disposition by the Offeror), deliver written notice of the Offer to the Company and the Apollo Group stating that all Common Stock or Units, as applicable, registered in the name of such Management Holder are securities is subject to an Offer pursuant to this Section 3.13(a). The date of such Offer shall be deemed to be the date such written notice of the Offer is so delivered by the CompanyCompany or Hexion LLC, as applicable.