Common use of Transferability of Stock Clause in Contracts

Transferability of Stock. (a) The Management Stockholder agrees that he or she will not transfer any shares of Stock at any time during the period commencing on the date hereof and ending on the fifth anniversary of the Closing Date; provided, however, the Management Stockholder may transfer shares of Stock during such time pursuant to one of the following exceptions: (i) transfers permitted by Section 5 or 6; (ii) transfers permitted by clauses (2), (3), (4) and (5) of Section 2(a); (iii) a sale of shares of Common Stock pursuant to an effective registration statement under the Act filed by the Company upon the proper exercise of registration rights of such Management Stockholder under Section 9 (excluding any registration on Form X-0, X-0 or any successor or similar form); (iv) transfers permitted pursuant to the Sale Participation Agreement (as defined in Section 7(b)); (v) transfers permitted by the Board or (vi) transfers to Parent or its designee (any such exception, a “Permitted Transfer”); provided, further, that following the consummation of a Qualified Public Offering, if the Selling Entities (as defined in the Sale Participation Agreement) transfer, directly or indirectly, for cash or any other consideration any shares of Common Stock owned by any such Selling Entity (other than pursuant to the Registration Rights Agreement), the Management Stockholder shall be entitled to transfer (without giving effect to any restrictions included herein) a number of shares of Common Stock that the Management Stockholder would have been able to transfer in such sale pursuant to Section 2 of the Sale Participation Agreement had it occurred prior to a Qualified Public Offering but treating all unexercisable Options, to the extent such Options would have become exercisable as a result of the consummation of the sale, as exercisable. In addition, during the period commencing on the fifth anniversary of the Closing Date through the earlier of a Change of Control or consummation of a Qualified Public Offering, the Management Stockholder may only transfer shares of Stock in compliance with Section 4 or pursuant to the Sale Participation Agreement. (b) No transfer of any such shares in violation hereof shall be made or recorded on the books of the Company and any such transfer shall be void ab initio and of no effect. (c) Notwithstanding anything to the contrary herein, Parent may, at any time and from time to time, waive the restrictions on transfers contained in Section 3(a), whether such waiver is made prior to or after the transferee has effected or committed to effect the transfer, or has notified the Investors of such transfer or commitment to transfer. Any transfers made pursuant to such waiver or which are later made subject to such a waiver shall, as of the date of the waiver and at all times thereafter, not be deemed to violate any applicable restrictions on transfers contained in this Agreement.

Transferability of Stock. (a) The Management Stockholder agrees that he or she will not transfer any shares of Stock at any time during the period commencing on the date hereof and ending on the fifth anniversary of the Closing Grant Date; provided, however, that during such period, the Management Stockholder may transfer shares of Stock during such time pursuant to one of the following exceptions: (i) transfers permitted by Section Sections 5 or 6; (ii) transfers permitted by clauses (2), (3), (4) and (54) of Section 2(a); (iii) a sale of shares of Common Stock pursuant to an effective registration statement under the Act filed by the Company upon the proper exercise of registration rights rights, if any, of such Management Stockholder under Section 9 (excluding any registration on Form X-0, X-0 or any successor or similar form); (iv) transfers permitted pursuant to the Sale Participation Agreement (as defined in Section 7(b)); (v) transfers permitted by the Board or (vi) transfers to Parent or its designee (any such exception, a “Permitted Transfer”); provided, further, that following the consummation of a Qualified Public Offering, if the Selling Entities (as defined in the Sale Participation Agreement) transfer, directly or indirectly, for cash or any other consideration any shares of Common Stock owned by any such Selling Entity (other than pursuant to the Registration Rights Agreement), the Management Stockholder shall be entitled to transfer (without giving effect to any restrictions included herein) a number of shares of Common Stock that the Management Stockholder would have been able to transfer in such sale pursuant to Section 2 of the Sale Participation Agreement had it occurred prior to a Qualified Public Offering but treating all unexercisable Options, to the extent such Options would have become exercisable as a result of the consummation of the sale, as exercisable. In addition, during the period commencing on the fifth anniversary of the Closing Grant Date through the earlier of a Change of Control or consummation of a Qualified Public Offering, the Management Stockholder may only transfer shares of Stock in compliance with Section 4 or pursuant to the Sale Participation Agreement4. (b) Notwithstanding anything to the contrary herein, (i) Section 3(a) shall terminate and be of no further force or effect upon the occurrence of a Change in Control and (ii) upon the occurrence of any sale or other disposition of any percentage of limited partnership units of Parent held by the Sponsors or their Affiliates who are limited partners of Parent, the restrictions on transfer of shares of Common Stock contained in Section 3(a) shall cease to be of any further force or effect with respect to the percentage of shares of Common Stock held by the Management Stockholder Entities equal to the quotient of the number of limited partnership units of Parent sold or disposed of by the Sponsors or such Affiliates in such transaction divided by the aggregate number of Limited Partnership Units owned by the Sponsors or such Affiliates prior to such transaction, and for the avoidance of doubt, such transfer restrictions shall continue to apply to the remaining shares of Common Stock held by the Management Stockholder Entities. (c) No transfer of any such shares in violation hereof shall be made or recorded on the books of the Company and any such transfer shall be void ab initio and of no effect. (cd) Notwithstanding anything to the contrary herein, Parent may, at any time and from time to time, waive the restrictions on transfers contained in Section 3(a), whether such waiver is made prior to or after the transferee has effected or committed to effect the transfer, or has notified the Investors Parent of such transfer or commitment to transfer. Any transfers made pursuant to such waiver or which are later made subject to such a waiver shall, as of the date of the waiver and at all times thereafter, not be deemed to violate any applicable restrictions on transfers contained in this Agreement.

Transferability of Stock. (a) The Management Stockholder agrees that he or she will not transfer directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any of the foregoing acts being referred to herein as a “transfer”) any shares of Purchased Stock, at the time of exercise, the Common Stock issuable upon exercise of the Options (“Option Stock”) and any other Common Stock otherwise acquired and/or held by the Management Stockholder Entities (collectively referred to as “Stock”) at any time during from and after the period commencing on the date hereof and ending on the fifth anniversary of the Closing Effective Date; provided, however, that the Management Stockholder may transfer shares of Stock during such time pursuant to one of the following exceptions: (i) transfers permitted by Section 5 or 6; (ii) transfers permitted by clauses (2x), (3), (4y) and (5z) of Section 2(a)) hereof; (iiiii) a sale of shares of Common Stock pursuant to an effective registration statement under the Act filed by the Company upon the proper exercise of registration rights of such Management Stockholder under Section 9 (excluding any registration on Form X-0, X-0 or any successor or similar form)) pursuant to Section 7 hereof; or (iviii) transfers permitted pursuant to the Sale Participation Agreement (as defined in Section 7(b)5(b) hereof); (v) transfers permitted by the Board or (vi) transfers to Parent or its designee (any such exception, a “Permitted Transfer”); and provided, further, that following the consummation of a Qualified an initial Public Offering, if the Selling Entities (as defined in the Sale Participation Agreement) transfer, directly or indirectly, for cash or any other consideration any shares of Common Stock owned by any such Selling Entity (other than pursuant to the Registration Rights Agreement), the Management Stockholder shall may transfer shares of Stock only at the time of transfer by, and on the same terms as, the Investors and on a pro rata basis with the Investors (based on the percentage of Stock actually transferred by the Investors). (b) Notwithstanding anything in this Agreement to the contrary, if, following an initial Public Offering, the Management Stockholder’s active employment with the Company (and/or, if applicable, its subsidiaries) is terminated as a result of the Management Stockholder’s death or Permanent Disability, the Management Stockholder may transfer, without limitation under this Agreement (but subject to any applicable securities laws), all or any portion of his or her Purchased Stock on and after the expiration of any Lock-Up Period that may be entitled applicable. (c) If, following an initial Public Offering, the Management Stockholder is unable to transfer (without giving effect to any restrictions included herein) a number of shares of Common Stock due to restrictions on transfer of the Stock other than as set forth in this Agreement or due to the provisions of Section 7(e) hereof, then the restrictions on transfer of the Stock set forth in this Agreement shall terminate such that the Management Stockholder may (i) effect a sale of Stock to the public that the Management Stockholder would have been able to transfer in such sale sell pursuant to Section 2 of 7 hereof or pursuant to the Sale Participation Agreement at a prior time had it occurred prior to such other restrictions on transfer of the Stock not been in effect and (ii) effect a Qualified Public Offering but treating all unexercisable Options, sale of Option Stock to the extent such Options would have become exercisable as a result of the consummation of the sale, as exercisable. In addition, during the period commencing on the fifth anniversary of the Closing Date through the earlier of a Change of Control or consummation of a Qualified Public Offering, public that the Management Stockholder may only transfer shares would have been able to sell pursuant to Section 7 hereof or pursuant to the Sale Participation Agreement at a prior time had the Options through which such Option Stock was acquired been exercisable at such prior time, in each case at the time of Stock in compliance with a sale by the Investors pursuant to Section 4 7 hereof or pursuant to the Sale Participation Agreement. (b) No transfer of any such shares in violation hereof shall be made or recorded on the books of the Company and any such transfer shall be void ab initio and of no effect. (cd) Notwithstanding anything in this Agreement to the contrary hereincontrary, Parent may, at any time this Section 3 shall terminate and from time be of no further force or effect upon the earlier to time, waive occur of (i) a Change in Control and (ii) the restrictions date on transfers contained which the Investors’ beneficial ownership percentage (directly or indirectly) in Section 3(a), whether such waiver the Company’s Common Stock is made prior to or after less than thirty-three and one-third percent (33 1/3%) of the transferee has effected or committed to effect the transfer, or has notified the Investors amount of such transfer or commitment to transfer. Any transfers made pursuant to such waiver or which are later made subject to such a waiver shall, ownership percentage as of the date of the waiver and at all times thereafterAugust 22, not be deemed to violate any applicable restrictions on transfers contained in this Agreement2006.

Transferability of Stock. (a) The Management Stockholder agrees that he or she will not transfer any shares of Stock at any time during the period commencing on the date hereof Closing Date and ending on the later to occur of (1) the fifth anniversary of the Closing DateDate and (2) a Change of Control; provided, however, that during such period, the Management Stockholder may transfer shares of Stock during such time pursuant to one of the following exceptions: (i) transfers permitted by Section 5 Sections 4 or 65; (ii) transfers permitted by clauses clause (2), ) or (3), (4) and (5) of Section 2(a); (iii) a sale of shares of Common Stock pursuant to an effective registration statement under the Act filed by the Company upon the proper exercise of registration rights of such Management Stockholder under Section 9 8 (excluding any registration on Form X-0, X-0 or any successor or similar form); (iv) transfers permitted pursuant to the Sale Participation Agreement (as defined in Section 7(b))Agreement; (v) transfers permitted approved by the Board in writing (such approval being in the sole discretion of the Board); or (vi) transfers to Parent the Company or its designee (any such exception, a “Permitted Transfer”); provided, further, that following the consummation of a Qualified Public Offering, if the Selling Entities (as defined in the Sale Participation Agreement) transfer, directly or indirectly, for cash or any other consideration any shares of Common Stock owned by any such Selling Entity (other than pursuant to the Registration Rights Agreement), the Management Stockholder shall be entitled to transfer (without giving effect to any restrictions included herein) a number of shares of Common Stock that the Management Stockholder would have been able to transfer in such sale pursuant to Section 2 of the Sale Participation Agreement had it occurred prior to a Qualified Public Offering but treating all unexercisable Options, to the extent such Options would have become exercisable as a result of the consummation of the sale, as exercisable. In addition, during the period commencing on the fifth anniversary of the Closing Date through the earlier of a Change of Control or consummation of a Qualified Public Offering, the Management Stockholder may only transfer shares of Stock in compliance with Section 4 or pursuant to the Sale Participation Agreement. (b) Notwithstanding anything to the contrary herein, Section 3(a) shall terminate and be of no further force or effect upon the occurrence of a Change of Control. (c) Notwithstanding anything to the contrary herein, no transfer of any shares of Stock shall be made unless such transfer complies with or is exempt from the registration requirements of the Act and all applicable state and foreign securities and other laws, and the Management Stockholder shall have provided an opinion of counsel reasonably acceptable to the Company that no registration of such shares under the Act or applicable state or foreign securities laws is required in connection with such transfer and any other matters reasonably requested by the Company; provided that no such opinion shall be required to be provided to the Company in the case of a Permitted Transfer pursuant to clauses (i), (ii), (iii), (iv) or (vi) of Section 3(a). (d) No transfer of any such shares of Stock in violation hereof shall be made or recorded on the books of the Company Company, and any such transfer shall be void ab initio and of no effect. (ce) Notwithstanding anything to the contrary herein, Parent may, at any time and from time to time, waive in writing the restrictions on transfers contained in Section 3(a), whether such waiver is made prior to or after the transferee has effected or committed to effect the transfer, or has notified the Investors of such transfer or commitment to transfer. Any transfers made pursuant to such waiver or which are later made subject to such a waiver shall, as of the date of the waiver and at all times thereafter, not be deemed to violate any applicable restrictions on transfers contained in this Agreement.

Transferability of Stock. (a) The Management Stockholder agrees that he or she will not transfer any shares of Stock at any time during the period commencing on the date hereof and ending on the fifth anniversary of the Closing Date; provided, however, that during such period, the Management Stockholder may transfer shares of Stock during such time pursuant to one of the following exceptions: (i) transfers permitted by Section Sections 5 or 6; (ii) transfers permitted by clauses (2), (3), (4) and (53) of Section 2(a); (iii) a sale of shares of Common Stock pursuant to an effective registration statement under the Act filed by the Company upon the proper exercise of registration rights of such Management Stockholder under Section 9 (excluding any registration on Form X-0, X-0 or any successor or similar form)9; (iv) transfers permitted pursuant to the Sale Participation Agreement (as defined in Section 7(b))or Deferred Share Agreement; (v) transfers permitted by the Board or (vi) transfers to Parent or its designee (any such exception, a “Permitted Transfer”); provided, further, that following the consummation of a Qualified Public OfferingOffering and prior to the fifth anniversary of the Closing Date, if the Selling Entities (as defined in the Sale Participation Agreement) transfer, directly or indirectly, for cash or any other consideration any shares of Common Stock owned by any such Selling Entity (other than pursuant to the Registration Rights AgreementAgreement or to an Affiliate or to another limited partner in Parent), the Management Stockholder shall be entitled to transfer (without giving effect to any restrictions included hereinabove in this Section 3(a)) a number of shares of Common Stock Stock, if any, that the Management Stockholder would have been able to transfer in such sale pursuant to Section 2 of the Sale Participation Agreement had it occurred prior to a Qualified Public Offering but treating all unexercisable Options, to the extent such Options would have become exercisable as a result of the consummation of the sale, as exercisable. In addition, during the period commencing on the fifth anniversary of the Closing Date through the earlier of a Change of Control or consummation of a Qualified Public Offering, the Management Stockholder may only transfer shares of Stock in compliance with Section 4 or pursuant to the Sale Participation Agreement. (b) No transfer of any such shares in violation hereof shall be made or recorded on the books of the Company and any such transfer shall be void ab initio and of no effect. (c) No transfer of any shares of Stock shall be permitted or effected if such transfer would cause the Company to be required to register the Common Stock pursuant to Section 12(g)(1) of the Exchange Act. (d) Notwithstanding anything to the contrary herein, Parent may, at any time and from time to time, waive the restrictions on transfers contained in Section 3(a), whether such waiver is made prior to or after the transferee has effected or committed to effect the transfer, or has notified the Investors Sponsor Group of such transfer or commitment to transfer. Any transfers made pursuant to such waiver or which are later made subject to such a waiver shall, as of the date of the waiver and at all times thereafter, not be deemed to violate any applicable restrictions on transfers contained in this Agreement.

Transferability of Stock. (a) The Management Stockholder agrees that he or she will not transfer any shares of Stock at any time during the period commencing on the date hereof and ending on the fifth anniversary of the Closing Date; provided, however, that during such period, the Management Stockholder may transfer shares of Stock during such time pursuant to one of the following exceptions: (i) transfers 1 “Accredited Investors” include persons who come within the meaning of any of the following categories at the time of sale of the Stock: • any director or executive officer of the Company; • any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of purchase exceeds $1 million; or • any natural person who for the two most recent years had an individual income in excess of $200,000, or joint income with that person’s spouse in excess of $300,000 and has a reasonable expectation of reaching that same level of income in the current year. permitted by Section Sections 5 or 6; (ii) transfers permitted by clauses (2), (3), (4) and (53) of Section 2(a); (iii) a sale of shares of Common Stock pursuant to an effective registration statement under the Act filed by the Company upon the proper exercise of registration rights of such Management Stockholder under Section 9 (excluding any registration on Form X-0, X-0 or any successor or similar form)9; (iv) transfers permitted pursuant to the Sale Participation Agreement (as defined in Section 7(b))or Deferred Share Agreement; (v) transfers permitted by the Board or (vi) transfers to Parent or its designee (any such exception, a “Permitted Transfer”); provided, further, that following the consummation of a Qualified Public OfferingOffering and prior to the fifth anniversary of the Closing Date, if the Selling Entities (as defined in the Sale Participation Agreement) transfer, directly or indirectly, for cash or any other consideration any shares of Common Stock owned by any such Selling Entity (other than pursuant to the Registration Rights AgreementAgreement or to an Affiliate or to another limited partner in Parent), the Management Stockholder shall be entitled to transfer (without giving effect to any restrictions included hereinabove in this Section 3(a)) a number of shares of Common Stock Stock, if any, that the Management Stockholder would have been able to transfer in such sale pursuant to Section 2 of the Sale Participation Agreement had it occurred prior to a Qualified Public Offering but treating all unexercisable Options, to the extent such Options would have become exercisable as a result of the consummation of the sale, as exercisable. In addition, during the period commencing on the fifth anniversary of the Closing Date through the earlier of a Change of Control or consummation of a Qualified Public Offering, the Management Stockholder may only transfer shares of Stock in compliance with Section 4 or pursuant to the Sale Participation Agreement. (b) No transfer of any such shares in violation hereof shall be made or recorded on the books of the Company and any such transfer shall be void ab initio and of no effect. (c) No transfer of any shares of Stock shall be permitted or effected if such transfer would cause the Company to be required to register the Common Stock pursuant to Section 12(g)(1) of the Exchange Act. (d) Notwithstanding anything to the contrary herein, Parent may, at any time and from time to time, waive the restrictions on transfers contained in Section 3(a), whether such waiver is made prior to or after the transferee has effected or committed to effect the transfer, or has notified the Investors Sponsor Group of such transfer or commitment to transfer. Any transfers made pursuant to such waiver or which are later made subject to such a waiver shall, as of the date of the waiver and at all times thereafter, not be deemed to violate any applicable restrictions on transfers contained in this Agreement.

Transferability of Stock. (a) The Management Stockholder agrees that he or she will not transfer directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any of the foregoing acts being referred to herein as a “transfer”) any shares of Purchased Stock, Option Stock, Net Settled Stock (as defined in Section 5(f)(i)) and any other Common Stock otherwise acquired and/or held by the Management Stockholder Entities (collectively referred to as “Stock”) at any time during the period commencing on the date hereof Effective Date and ending on the fifth anniversary of the Closing Effective Date; provided, however, that the Management Stockholder may transfer shares of Stock during such time pursuant to one of the following exceptions: (ia) transfers permitted by Section 5 5, 6 or 69; (iib) transfers permitted by clauses (2), (3), (4y) and (5z) of Section 2(a); (iiic) a sale of shares of Common Stock pursuant to an effective registration statement under the Act filed by the Company upon the proper exercise of registration rights of such Management Stockholder under Accellent Holdings, including without limitation pursuant to Section 9 (excluding any registration on Form X-0, X-0 or any successor or similar form); (ivd) transfers permitted pursuant to the Sale Participation Agreement Agreement; or (as defined in Section 7(b)); (ve) other transfers permitted by the Board or (vi) transfers to Parent or its designee (any such exception, a “Permitted Transfer”); provided, further, that following the consummation of a Qualified Public Offering, if the Selling Entities (as defined in the Sale Participation Agreement) transfer, directly or indirectly, for cash or any other consideration any shares of Common Stock owned by any such Selling Entity (other than pursuant to the Registration Rights Agreement), the Management Stockholder shall be entitled to transfer (without giving effect to any restrictions included herein) a number of shares of Common Stock that the Management Stockholder would have been able to transfer in such sale pursuant to Section 2 of the Sale Participation Agreement had it occurred prior to a Qualified Public Offering but treating all unexercisable Options, to the extent such Options would have become exercisable as a result of the consummation of the sale, as exercisableBoard. In addition, during the period commencing on the fifth anniversary of the Closing Date through the earlier of a Change of Control or consummation of a Qualified Public Offering, the Management Stockholder may only transfer shares of Stock in compliance with Section 4 or pursuant to the Sale Participation Agreement. (b) No transfer of any such shares in violation hereof shall be made or recorded on the books of the Company Accellent Holdings and any such transfer shall be void ab initio and of no effect. (c; and provided, however, that if a Section 5(a) Notwithstanding anything Put Event occurs following a Public Offering and prior to the contrary hereinfifth anniversary of the Effective Date, Parent may, at any time and from time to time, Accellent Holdings shall immediately waive the restrictions on transfers contained in transfer that would otherwise be imposed on the Management Stockholder pursuant to this Section 3(a)3 solely with respect to the Management Stockholder’s Purchased Stock and Option Stock; and provided, whether such waiver is made further, that (1) if a Section 5(b) Put Event occurs following a Public Offering and prior to or after the transferee has effected or committed to effect fifth anniversary of the transferEffective Date, or has notified Accellent Holdings shall immediately waive the Investors of such restrictions on transfer or commitment to transfer. Any transfers made that would otherwise be imposed on the Management Stockholder pursuant to such waiver or this Section 3 solely with respect to a number of shares of Purchased Stock and Option Stock (rounded up to the nearest whole number) which are later made subject to such a waiver shall, as of when multiplied by the Fair Market Value Per Share on the date of such Section 5(b) Put Event is as equal as possible to the waiver remaining tax liability (above the minimum required withholding tax liability) that would be incurred by the Management Stockholder upon the exercise of the Management Stockholder’s Rollover Options; (2) if a Section 5(c) Put Event occurs following a Public Offering and at all times thereafterprior to the fifth anniversary of the Effective Date, not be deemed to violate any applicable Accellent Holdings shall immediately waive the restrictions on transfers contained transfer that would otherwise be imposed on a Management Stockholder pursuant to this Section 3 if the Statutory Withholding (as defined in Section 5(e)(i)) on such Management Stockholder’s Rollover Options is less than or equal to $[ ](1) (the “Original Liability Amount) and then solely with respect to a number of shares of Purchased Stock and Option Stock (rounded up to the nearest whole number) which when multiplied by the Fair Market Value Per Share on the date of such Section 5(c) Put Event is as equal as possible to the difference between the Original Liability Amount and the Statutory Withholding that has been withheld by Accellent Holdings and (3) if a Section 5(d) Put Event occurs following a Public Offering and prior to the fifth anniversary of the Effective Date, Accellent Holdings shall immediately waive the restrictions on transfer that would otherwise be imposed on the Management Stockholder pursuant to this Section 3 solely with respect to a number of shares of Purchased Stock and Option Stock (rounded up to the nearest whole number) which when multiplied by the Fair Market Value Per Share on the date of such Section 5(d) Put Event is as equal as possible to the Rollover Tax Liability (as defined in Section 5(d)). Notwithstanding anything in this AgreementAgreement to the contrary, this Section 3 shall terminate and be of no further force or effect upon the occurrence of a Change in Control.

Transferability of Stock. (a) The Management Stockholder agrees that he or she will not transfer any shares of Stock at any time during the period commencing on the date hereof and ending on the later of (x) the fifth anniversary of the Closing DateDate and (y) the consummation of a Qualified Public Offering; provided, however, that during such period, the Management Stockholder may transfer shares of Stock during such time pursuant to one of the following exceptions: (i) transfers permitted by Section Sections 5 or 6; (ii) transfers permitted by clauses (2), (3), (4) and (53) of Section 2(a); (iii) a sale of shares of Common Stock pursuant to an effective registration statement under the Act filed by the Company upon the proper exercise of registration rights of such Management Stockholder under Section 9 (excluding any registration on Form X-0, X-0 or any successor or similar form)9; (iv) transfers permitted pursuant to the Sale Participation Agreement (as defined in Section 7(b))Agreement; (v) transfers permitted by the Board or (vi) transfers to Parent or its designee (any such exception, a “Permitted Transfer”); provided, further, that following the consummation of a Qualified Public OfferingOffering and prior to the fifth anniversary of the Closing Date, if the Selling Entities (as defined in the Sale Participation Agreement) transfer, directly or indirectly, for cash or any other consideration any shares of Common Stock owned by any such Selling Entity (other than pursuant to the Registration Rights AgreementAgreement or to an Affiliate or to another limited partner in Parent), the Management Stockholder shall be entitled to transfer (without giving effect to any restrictions included hereinabove in this Section 3(a)) a number of shares of Common Stock Stock, if any, that the Management Stockholder would have been able to transfer in such sale pursuant to Section 2 of the Sale Participation Agreement had it occurred prior to a Qualified Public Offering but treating all unexercisable Options, to the extent such Options would have become exercisable as a result of the consummation of the sale, as exercisable. In addition, during the period commencing on the fifth anniversary of the Closing Date through the earlier of a Change of Control or consummation of a Qualified Public Offering, the Management Stockholder may only transfer shares of Stock in compliance with Section 4 or pursuant to the Sale Participation Agreement. (b) No transfer of any such shares in violation hereof shall be made or recorded on the books of the Company and any such transfer shall be void ab initio and of no effect. (c) No transfer of any shares of Stock shall be permitted or effected if such transfer would cause the Company to be required to register the Common Stock pursuant to Section 12(g)(1) of the Exchange Act. (d) Notwithstanding anything to the contrary herein, Parent may, at any time and from time to time, waive the restrictions on transfers contained in Section 3(a), whether such waiver is made prior to or after the transferee has effected or committed to effect the transfer, or has notified the Investors Sponsor Group of such transfer or commitment to transfer. Any transfers made pursuant to such waiver or which are later made subject to such a waiver shall, as of the date of the waiver and at all times thereafter, not be deemed to violate any applicable restrictions on transfers contained in this Agreement.

Transferability of Stock. (a) The Management Stockholder agrees that he or she will not transfer any shares of Stock at any time during the period commencing on the date hereof and ending on the fifth anniversary of the Closing Date; provided, however, that during such period, the Management Stockholder may transfer shares of Stock during such time pursuant to one of the following exceptions: (i) transfers permitted by Section Sections 5 or 6; (ii) transfers permitted by clauses (2), (3), (4) and (53) of Section 2(a); (iii) a sale of shares of Common Stock pursuant to an effective registration statement under the Act filed by the Company upon the proper exercise of registration rights of such Management Stockholder under Section 9 (excluding any registration on Form X-0, X-0 or any successor or similar form)9; (iv) transfers permitted pursuant to the Sale Participation Agreement (as defined in Section 7(b))Agreement; (v) transfers permitted by the Board or (vi) transfers to Parent or its designee (any such exception, a “Permitted Transfer”); provided, further, that following the consummation of a Qualified Public OfferingOffering and prior to the fifth anniversary of the Closing Date, if the Selling Entities (as defined in the Sale Participation Agreement) transfer, directly or indirectly, for cash or any other consideration any shares of Common Stock owned by any such Selling Entity (other than pursuant to the Registration Rights AgreementAgreement or to an Affiliate or to another limited partner in Parent), the Management Stockholder shall be entitled to transfer (without giving effect to any restrictions included hereinabove in this Section 3(a)) a number of shares of Common Stock Stock, if any, that the Management Stockholder would have been able to transfer in such sale pursuant to Section 2 of the Sale Participation Agreement had it occurred prior to a Qualified Public Offering but treating all unexercisable Options, to the extent such Options would have become exercisable as a result of the consummation of the sale, as exercisable. In addition, during the period commencing on the fifth anniversary of the Closing Date through the earlier of a Change of Control or consummation of a Qualified Public Offering, the Management Stockholder may only transfer shares of Stock in compliance with Section 4 or pursuant to the Sale Participation Agreement. (b) No transfer of any such shares in violation hereof shall be made or recorded on the books of the Company and any such transfer shall be void ab initio and of no effect. (c) No transfer of any shares of Stock shall be permitted or effected if such transfer would cause the Company to be required to register the Common Stock pursuant to Section 12(g)(1) of the Exchange Act. (d) Notwithstanding anything to the contrary herein, Parent may, at any time and from time to time, waive the restrictions on transfers contained in Section 3(a), whether such waiver is made prior to or after the transferee has effected or committed to effect the transfer, or has notified the Investors Sponsor Group of such transfer or commitment to transfer. Any transfers made pursuant to such waiver or which are later made subject to such a waiver shall, as of the date of the waiver and at all times thereafter, not be deemed to violate any applicable restrictions on transfers contained in this Agreement.

Transferability of Stock. (a) The Management Stockholder agrees that he or she will not transfer any shares of Stock at any time during the period commencing on the date hereof and ending on the fifth anniversary of the Closing Date; provided, however, that during such period, the Management Stockholder may transfer shares of Stock during such time pursuant to one of the following exceptions: (i) transfers permitted by Section Sections 5 or 6; (ii) transfers permitted by clauses (2), (3), (4) and (54) of Section 2(a); (iii) a sale of shares of Common Stock pursuant to an effective registration statement under the Act filed by the Company upon the proper exercise of registration rights of such Management Stockholder under Section 9 (excluding any registration on Form X-0S-0, X-0 or any successor or similar form); (iv) transfers permitted pursuant to the Sale Participation Agreement (as defined in Section 7(b)); (v) transfers permitted by the Board or (vi) transfers to Parent or its designee (any such exception, a “Permitted Transfer”); provided, further, that following the consummation of a Qualified Public Offering, if the Selling Entities (as defined in the Sale Participation Agreement) transfer, directly or indirectly, for cash or any other consideration any shares of Common Stock owned by any such Selling Entity (other than pursuant to the Registration Rights Agreement), the Management Stockholder shall be entitled to transfer (without giving effect to any restrictions included herein) a number of shares of Common Stock that the Management Stockholder would have been able to transfer in such sale pursuant to Section 2 of the Sale Participation Agreement had it occurred prior to a Qualified Public Offering but treating all unexercisable Options, to the extent such Options would have become exercisable as a result of the consummation of the sale, as exercisable. In addition, during the period commencing on the fifth anniversary of the Closing Date through the earlier of a Change of Control or consummation of a Qualified Public Offering, the Management Stockholder may only transfer shares of Stock in compliance with Section 4 or pursuant to the Sale Participation Agreement4. (b) Notwithstanding anything to the contrary herein: (i) Section 3(a) shall terminate and be of no further force or effect upon the occurrence of a Change in Control and (ii) upon the occurrence of any sale or other disposition of any percentage of limited partnership units of Parent held by the Sponsors or their Affiliates who are limited partners of Parent, the restrictions on transfer of shares of Common Stock contained in Section 3(a) shall cease to be of any further force or effect with respect to the percentage of shares of Common Stock held by the Management Stockholder Entities equal to quotient of the number of limited partnership units of Parent sold or disposed of by the Sponsors or such Affiliates in such transaction divided by the aggregate number of Limited Partnership Units owned by the Sponsors or such Affiliates prior to such transaction, and for the avoidance of doubt, such transfer restrictions shall continue to apply to the remaining shares of Common Stock held by the Management Stockholder Entities. (c) No transfer of any such shares in violation hereof shall be made or recorded on the books of the Company and any such transfer shall be void ab initio and of no effect. (cd) Notwithstanding anything to the contrary herein, Parent may, at any time and from time to time, waive the restrictions on transfers contained in Section 3(a), whether such waiver is made prior to or after the transferee has effected or committed to effect the transfer, or has notified the Investors of such transfer or commitment to transfer. Any transfers made pursuant to such waiver or which are later made subject to such a waiver shall, as of the date of the waiver and at all times thereafter, not be deemed to violate any applicable restrictions on transfers contained in this Agreement.

Transferability of Stock. (a) The Management Stockholder agrees that he or she will not transfer directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any of the foregoing acts being referred to herein as a “transfer”) any shares of Purchased Stock, at the time of exercise, the Common Stock issuable upon exercise of the Options (“Option Stock”), Net Settled Stock and any other Common Stock otherwise acquired and/or held by the Management Stockholder Entities (collectively referred to as “Stock”) at any time during the period commencing on the date hereof Effective Date and ending on the fifth anniversary of the Closing Effective Date; provided, however, that the Management Stockholder may transfer shares of Stock during such time pursuant to one of the following exceptions: (ia) transfers permitted by Section 4, 5 or 6; (iib) transfers permitted by clauses (2), (3), (4y) and (5z) of Section 2(a); (iiic) a sale of shares of Common Stock pursuant to a (final) prospectus under Canadian Securities Legislation or pursuant to an effective registration statement under the Act filed by the Company upon the proper exercise of registration rights of such Management Stockholder under Company, including without limitation pursuant to Section 9 (excluding any registration on Form X-0, X-0 or any successor or similar form); (ivd) transfers of Stock that the Management Stockholder would have been entitled to include in a Request pursuant to Section 9 (after any cutbacks) but elected not to include in such Request; (e) transfers permitted pursuant to the Sale Participation Agreement (as defined in Section 7(b)7); or (vf) other transfers permitted by the Board or (vi) transfers to Parent or its designee (any such exception, a “Permitted Transfer”); provided, further, that following the consummation of a Qualified Public Offering, if the Selling Entities (as defined in the Sale Participation Agreement) transfer, directly or indirectly, for cash or any other consideration any shares of Common Stock owned by any such Selling Entity (other than pursuant to the Registration Rights Agreement), the Management Stockholder shall be entitled to transfer (without giving effect to any restrictions included herein) a number of shares of Common Stock that the Management Stockholder would have been able to transfer in such sale pursuant to Section 2 of the Sale Participation Agreement had it occurred prior to a Qualified Public Offering but treating all unexercisable Options, to the extent such Options would have become exercisable as a result of the consummation of the sale, as exercisableBoard. In addition, during the period commencing on the fifth anniversary of the Closing Date through the earlier of a Change of Control or consummation of a Qualified Public Offering, the Management Stockholder may only transfer shares of Stock in compliance with Section 4 or pursuant to the Sale Participation Agreement. (b) No transfer of any such shares in violation hereof shall be made or recorded on the books of the Company and any such transfer shall be void ab initio and of no effect. (c) Notwithstanding anything to the contrary herein, Parent may, at any time and from time to time, waive the restrictions on transfers contained in Section 3(a), whether such waiver is made prior to or after the transferee has effected or committed to effect the transfer, or has notified the Investors of such transfer or commitment to transfer. Any transfers made pursuant to such waiver or which are later made subject to such a waiver shall, as of the date of the waiver and at all times thereafter, not be deemed to violate any applicable restrictions on transfers contained in this Agreement.

Transferability of Stock. (a) The Management Stockholder agrees that he or she will not transfer any shares of Stock at any time during without the period commencing on the date hereof and ending on the fifth anniversary consent of the Closing DateInvestors; provided, however, that the Management Stockholder may transfer shares of Stock during such time pursuant to one of the following exceptions: (i) transfers permitted by Section 5 Sections 4 or 65; (ii) transfers permitted by clauses (2), (3), (4) and (54) of Section 2(a); (iii) a sale of shares of Common Stock pursuant to an effective registration statement under the Act filed by the Company upon the proper exercise of registration rights of such Management Stockholder under Section 9 8 (excluding any registration on Form X-0, X-0 or any successor or similar form); (iv) transfers permitted pursuant to the Sale Participation Agreement (as defined in Section 7(b))Agreement; (v) transfers permitted approved by the Board in writing; or (vi) transfers to Parent or its designee (any such exception, a “Permitted Transfer”); provided. (b) Notwithstanding anything to the contrary herein, further, that Section 3(a) shall terminate and be of no further force or effect upon the earlier of (i) the date seven (7) years from the Closing Date or (ii)(A) the occurrence of a Change in Control and (B) such time following the consummation of a Qualified an Initial Public Offering, if Offering as the Selling Entities (as defined in the Sale Participation Agreement) transferInvestors and their Affiliates cease to own, directly or indirectly, for cash or any other consideration any at least 20% of the outstanding shares of Common Stock owned by any on a fully-diluted basis (such Selling Entity (other than pursuant to the Registration Rights Agreement)earlier date, the Management Stockholder shall be entitled to transfer (without giving effect to any restrictions included herein) a number of shares of Common Stock that the Management Stockholder would have been able to transfer in such sale pursuant to Section 2 of the Sale Participation Agreement had it occurred prior to a Qualified Public Offering but treating all unexercisable Options, to the extent such Options would have become exercisable as a result of the consummation of the sale, as exercisable. In addition, during the period commencing on the fifth anniversary of the Closing Date through the earlier of a Change of Control or consummation of a Qualified Public Offering, the Management Stockholder may only transfer shares of Stock in compliance with Section 4 or pursuant to the Sale Participation Agreement“Lapse Date”). (bc) No transfer of any such shares of Stock in violation hereof shall be made or recorded on the books of the Company and any such transfer shall be void ab initio and of no effect. (cd) Notwithstanding anything to the contrary herein, Parent may, at any time and from time to time, waive in writing the restrictions on transfers contained in Section 3(a), whether such waiver is made prior to or after the transferee has effected or committed to effect the transfer, or has notified the Investors of such transfer or commitment to transfer. Any transfers made pursuant to such waiver or which are later made subject to such a waiver shall, as of the date of the waiver and at all times thereafter, not be deemed to violate any applicable restrictions on transfers contained in this Agreement.

Transferability of Stock. (a) a. The Management Stockholder agrees that he or she will not transfer any shares of Stock at any time during the period commencing on the date hereof and ending on the fifth anniversary of the Closing Effective Date; provided, however, the Management Stockholder may transfer shares of Stock during such time pursuant to one of the following exceptions: (i) transfers permitted by Section 5 or 6; (ii) transfers permitted by clauses (2), (3), (4) and (5) of Section 2(a); (iii) a sale of shares of Common Stock pursuant to an effective registration statement under the Act filed by the Company upon the proper exercise of registration rights of such Management Stockholder under Section 9 (excluding any registration on Form X-0, X-0 or any successor or similar form); (iv) transfers permitted pursuant to the Sale Participation Agreement (as defined in Section 7(b)); (v) transfers permitted by the Board or (vi) transfers to Parent or its designee (any such exception, a “Permitted Transfer”); provided, further, that following the consummation of a Qualified Public Offering, if the Selling Entities (as defined in the Sale Participation Agreement) transfer, directly or indirectly, for cash or any other consideration any shares of Common Stock owned by any such Selling Entity (other than pursuant to the Registration Rights Agreement), the Management Stockholder shall be entitled to transfer (without giving effect to any restrictions included herein) a number of shares of Common Stock that the Management Stockholder would have been able to transfer in such sale pursuant to Section 2 of the Sale Participation Agreement had it occurred prior to a Qualified Public Offering but treating all unexercisable Options, to the extent such Options would have become exercisable as a result of the consummation of the sale, as exercisable. In addition, during the period commencing on the fifth anniversary of the Closing Effective Date through the earlier of a Change of Control or consummation of a Qualified Public Offering, the Management Stockholder may only transfer shares of Stock in compliance with Section 4 or pursuant to the Sale Participation Agreement. (b) b. No transfer of any such shares in violation hereof shall be made or recorded on the books of the Company and any such transfer shall be void ab initio and of no effect. (c) c. Notwithstanding anything to the contrary herein, Parent may, at any time and from time to time, waive the restrictions on transfers contained in Section 3(a), whether such waiver is made prior to or after the transferee has effected or committed to effect the transfer, or has notified the Investors of such transfer or commitment to transfer. Any transfers made pursuant to such waiver or which are later made subject to such a waiver shall, as of the date of the waiver and at all times thereafter, not be deemed to violate any applicable restrictions on transfers contained in this Agreement.

Transferability of Stock. (a) The Management Stockholder agrees that he or she it will not transfer directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any of the foregoing acts being referred to herein as a “transfer”) any shares of Purchased Stock, at the time of exercise, the Common Stock issuable upon exercise of the Options (“Option Stock”) and any other Common Stock otherwise acquired and/or held by the Management Stockholder Entities (collectively referred to as “Stock”) at any time during from and after the period commencing on the date hereof and ending on the fifth anniversary of the Closing Effective Date; provided, however, that the Management Stockholder may transfer shares of Stock during such time pursuant to one of the following exceptions: (i) transfers permitted by clauses (x), (y) or (z) of Section 5 or 62(a)(ii) hereof; (ii) transfers permitted by clauses (2), (3), (4) and (5) of Section 2(a); (iii) a sale of shares of Common Stock pursuant to an effective registration statement under the Act filed by the Company upon the proper exercise of registration rights of such Management Stockholder under Section 9 (excluding any registration on Form X-0, X-0 or any successor or similar form)) pursuant to Section 7 hereof; or (iviii) transfers permitted pursuant to the Sale Participation Agreement (as defined in Section 7(b)5(b) hereof); (v) transfers permitted by the Board or (vi) transfers to Parent or its designee (any such exception, a “Permitted Transfer”); and provided, further, that following the consummation of a Qualified an initial Public Offering, if the Selling Entities (as defined in the Sale Participation Agreement) transfer, directly or indirectly, for cash or any other consideration any shares of Common Stock owned by any such Selling Entity (other than pursuant to the Registration Rights Agreement), the Management Stockholder shall may transfer shares of Stock only at the time of transfer by, and on the same terms as, the Investors and on a pro rata basis with the Investors (based on the percentage of Stock actually transferred by the Investors). (b) Notwithstanding anything in this Agreement to the contrary, if, following an initial Public Offering, the Executive’s active service for the Company (and/or, if applicable, its subsidiaries) under the Engagement Letter is terminated as a result of the Executive’s death or Permanent Disability, the Management Stockholder may transfer, without limitation under this Agreement (but subject to any applicable securities laws), all or any portion of its Purchased Stock on and after the expiration of any Lock-Up Period that may be entitled applicable. (c) If, following an initial Public Offering, the Management Stockholder is unable to transfer (without giving effect to any restrictions included herein) a number of shares of Common Stock due to restrictions on transfer of the Stock other than as set forth in this Agreement or due to the provisions of Section 7(e) hereof, then the restrictions on transfer of the Stock set forth in this Agreement shall terminate such that the Management Stockholder may (i) effect a sale of Stock to the public that the Management Stockholder would have been able to transfer in such sale sell pursuant to Section 2 of 7 hereof or pursuant to the Sale Participation Agreement at a prior time had it occurred prior to such other restrictions on transfer of the Stock not been in effect and (ii) effect a Qualified Public Offering but treating all unexercisable Options, sale of Option Stock to the extent such Options would have become exercisable as a result of the consummation of the sale, as exercisable. In addition, during the period commencing on the fifth anniversary of the Closing Date through the earlier of a Change of Control or consummation of a Qualified Public Offering, public that the Management Stockholder may only transfer shares would have been able to sell pursuant to Section 7 hereof or pursuant to the Sale Participation Agreement at a prior time had the Options through which such Option Stock was acquired been exercisable at such prior time, in each case at the time of Stock in compliance with a sale by the Investors pursuant to Section 4 7 hereof or pursuant to the Sale Participation Agreement. (b) No transfer of any such shares in violation hereof shall be made or recorded on the books of the Company and any such transfer shall be void ab initio and of no effect. (cd) Notwithstanding anything in this Agreement to the contrary hereincontrary, Parent may, at any time this Section 3 shall terminate and from time be of no further force or effect upon the earlier to time, waive occur of (i) a Change in Control and (ii) the restrictions date on transfers contained which the Investors’ beneficial ownership percentage (directly or indirectly) in Section 3(a), whether such waiver the Company’s Common Stock is made prior to or after less than thirty-three and one-third percent (33 1/3%) of the transferee has effected or committed to effect the transfer, or has notified the Investors amount of such transfer or commitment to transfer. Any transfers made pursuant to such waiver or which are later made subject to such a waiver shall, ownership percentage as of the date of the waiver and at all times thereafterAugust 22, not be deemed to violate any applicable restrictions on transfers contained in this Agreement2006.

Transferability of Stock. (a) The Management Stockholder agrees that he or she will not transfer any shares of Stock at any time during the period commencing on the date hereof and ending on the fifth anniversary of the Closing Date; provided, however, that during such period, the Management Stockholder may transfer shares of Stock during such time pursuant to one of the following exceptions: (i) transfers permitted by Section Sections 5 or 6; (ii) transfers permitted by clauses (2), (3), (4) and (53) of Section 2(a); (iii) a sale of shares of Common Stock pursuant to an effective registration statement under the Act filed by the Company upon the proper exercise of registration rights of such Management Stockholder under Section 9 (excluding any registration on Form X-0, X-0 or any successor or similar form)9; (iv) transfers permitted pursuant to the Sale Participation Agreement (as defined in Section 7(b))or Deferred Share Agreement; (v) transfers permitted by the Board or (vi) transfers to Parent or its designee (any such exception, a “Permitted Transfer”); provided, further, that following the consummation of a Qualified Public OfferingOffering and prior to the fifth anniversary of the Closing Date, if the Selling Entities (as defined in the Sale Participation Agreement) transfer, directly or indirectly, for cash or any other consideration any shares of Common Stock owned by any such Selling Entity (other than pursuant to the Registration Rights AgreementAgreement or to an Affiliate or to another limited partner in Parent), the Management Stockholder shall be entitled to transfer (without giving effect to any restrictions included hereinabove in this Section 3(a)) a number of shares of Common Stock Stock, if any, that the Management Stockholder would have been able to transfer in such sale pursuant to Section 2 of the Sale Participation Agreement had it occurred prior to a Qualified Public Offering but treating all unexercisable Options, to the extent such Options would have become exercisable as a result of the consummation of the sale, as exercisable. In addition, during the period commencing on the fifth anniversary of the Closing Date through the earlier of a Change of Control or consummation of a Qualified Public Offering, the Management Stockholder may only transfer shares of Stock in compliance with Section 4 or pursuant to the Sale Participation Agreement. (b) No transfer of any such shares in violation hereof shall be made or recorded on the books of the Company and any such transfer shall be void ab initio and of no effect. (c) No transfer of any shares of Stock shall be permitted or effected if such transfer would cause the Company to be required to register the Common Stock pursuant to Section 12(g)(1) of the Exchange Act. (d) Notwithstanding anything to the contrary herein, Parent may, at any time and from time to time, waive the restrictions on transfers contained in Section 3(a), whether such waiver is made prior to or after the transferee has effected or committed to effect the transfer, or has notified the Investors Sponsor Group of such transfer or commitment to transfer. Any transfers made pursuant to such waiver or which are later made subject to such a waiver shall, as of the date of the waiver and at all times thereafter, not be deemed to violate any applicable restrictions on transfers contained in this Agreement. 1 “Accredited Investors” include persons who come within the meaning of any of the following categories at the time of sale of the Stock: • any director or executive officer of the Company; • any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of purchase exceeds $1 million; or • any natural person who for the two most recent years had an individual income in excess of $200,000, or joint income with that person’s spouse in excess of $300,000 and has a reasonable expectation of reaching that same level of income in the current year.

Transferability of Stock. (a) The Management Stockholder agrees that he or she will not transfer any shares of Stock at any time during the period commencing on the date hereof and ending on the fifth anniversary of the Closing Date; provided, however, that during such period, the Management Stockholder may transfer shares of Stock during such time pursuant to one of the following exceptions: (i) transfers permitted by Section Sections 5 or 6; (ii) transfers permitted by clauses (2), (3), (4) and (53) of Section 2(a); (iii) a sale of shares of Common Stock pursuant to an effective registration statement under the Act filed by the Company upon the proper exercise of registration rights of such Management Stockholder under Section 9 (excluding any registration on Form X-0, X-0 or any successor or similar form)9; (iv) transfers permitted pursuant to the Sale Participation Agreement (as defined in Section 7(b))Agreement; (v) transfers permitted by the Board or (vi) transfers to Parent or its designee (any such exception, a “Permitted Transfer”); provided, further, that following the consummation of a Qualified Public OfferingOffering and prior to the fifth anniversary of the Closing Date, if the Selling Entities (as defined in the Sale Participation Agreement) transfer, directly or indirectly, for cash or any other consideration any shares of Common Stock owned by any such Selling Entity (other than pursuant to the Registration Rights AgreementAgreement or to an Affiliate or to another limited partner in Parent), the Management Stockholder shall be entitled to transfer (without giving effect to any restrictions included hereinabove in this Section 3(a)) a number of shares of Common Stock Stock, if any, that the Management Stockholder would have been able to transfer in such sale pursuant to Section 2 of the Sale Participation Agreement had it occurred prior to a Qualified Public Offering but treating all unexercisable Options, to the extent such Options would have become exercisable as a result of the consummation of the sale, as exercisable. In addition, during the period commencing on the fifth anniversary of the Closing Date through the earlier of a Change of Control or consummation of a Qualified Public Offering, the Management Stockholder may only transfer shares of Stock in compliance with Section 4 or pursuant to the Sale Participation Agreement. (b) No transfer of any such shares in violation hereof shall be made or recorded on the books of the Company and any such transfer shall be void ab initio and of no effect. (c) No transfer of any shares of Stock shall be permitted or effected if such transfer would cause the Company to be required to register the Common Stock pursuant to Section 12(g)(1) of the Exchange Act. (d) Notwithstanding anything to the contrary herein, Parent may, at any time and from time to time, waive the restrictions on transfers contained in Section 3(a), whether such waiver is made prior to or after the transferee has effected or committed to effect the transfer, or has notified the Investors Sponsor Group of such transfer or commitment to transfer. Any transfers made pursuant to such waiver or which are later made subject to such a waiver shall, as of the date of the waiver and at all times thereafter, not be deemed to violate any applicable restrictions on transfers contained in this Agreement. 1 “Accredited Investors” include persons who come within the meaning of any of the following categories at the time of sale of the Stock: • any director or executive officer of the Company; • any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of purchase exceeds $1 million; or • any natural person who for the two most recent years had an individual income in excess of $200,000, or joint income with that person’s spouse in excess of $300,000 and has a reasonable expectation of reaching that same level of income in the current year.

Transferability of Stock. (a) The Management Stockholder agrees that he or she will not transfer directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any of the foregoing acts being referred to herein as a “transfer”), any Purchased Stock or Common Stock otherwise acquired and/or held by the applicable Management Stockholder Entities, or at the time of exercise, any shares of the Common Stock issuable or issued upon exercise of the Options (“Option Stock”; together with any other Purchased Stock, Net Settled Stock and Common Stock otherwise acquired and/or held by the applicable Management Stockholder Entities, collectively referred to as “Stock”) at any time during the period commencing on the date hereof Effective Date and ending on the first to occur of (i) the fifth anniversary of the Closing Effective Date or (ii) the occurrence of a Change in Control (the first such event to occur being the “Lapse Date”); provided, however, that the Management Stockholder may transfer shares of Stock during such time pursuant to one of the following exceptions: (ia) transfers permitted by Section 4, 5 or 6; (iib) transfers permitted by clauses (2), (3), (4y) and (5z) of Section 2(a); (iiic) a sale of shares of Common Stock pursuant to an effective registration statement under the Act filed by the Company upon the proper exercise of registration rights of such Management Stockholder under Company, including without limitation a sale pursuant to Section 9 (excluding any registration on Form X-0, X-0 or any successor or similar form); (ivd) transfers permitted pursuant to the Sale Participation Agreement Agreement; or (as defined in Section 7(b)); (ve) transfers permitted by the Board or (vi) transfers to Parent or its designee (any such exception, a “Permitted Transfer”); provided, further, that following the consummation of a Qualified Public Offering, if the Selling Entities (as defined in the Sale Participation Agreement) transfer, directly or indirectly, for cash or any other consideration any shares of Common Stock owned by any such Selling Entity (other than pursuant to the Registration Rights Agreement), the Management Stockholder shall be entitled to transfer (without giving effect to any restrictions included herein) a number of shares of Common Stock that the Management Stockholder would have been able to transfer in such sale pursuant to Section 2 of the Sale Participation Agreement had it occurred prior to a Qualified Public Offering but treating all unexercisable Options, to the extent such Options would have become exercisable as a result of the consummation of the sale, as exercisableBoard. In addition, during the period commencing on the fifth anniversary of the Closing Date through the earlier of a Change of Control or consummation of a Qualified Public Offering, the Management Stockholder may only transfer shares of Stock in compliance with Section 4 or pursuant to the Sale Participation Agreement. (b) No transfer of any such shares in violation hereof shall be made or recorded on the books of the Company and any such transfer shall be void ab initio and of no effect. (c) Notwithstanding anything ; provided, that in the event the Management Stockholder elects not to participate in any Sale Agreement entered into by the contrary hereinInvestor or any of its affiliates that is consummated after a Qualified Public Offering, Parent may, at any time and from time to time, the Company shall immediately waive the restrictions on transfers contained in Section 3(a), whether such waiver is made prior to or after transfer that would otherwise be imposed on the transferee has effected or committed to effect the transfer, or has notified the Investors of such transfer or commitment to transfer. Any transfers made Management Stockholder pursuant to this Section 3 solely with respect to those shares of Common Stock which could have been sold by the Management Stockholder in such waiver or which are later made subject to such a waiver shall, as of the date of the waiver and at all times thereafter, not be deemed to violate any applicable restrictions on transfers contained in this Sale Agreement.

Transferability of Stock. (a) The Management Stockholder agrees that he or she will not transfer any shares of Stock at any time during the period commencing on the date hereof and ending on the fifth anniversary of the Closing Effective Date; provided, however, the Management Stockholder may transfer shares of Stock during such time pursuant to one of the following exceptions: (i) transfers permitted by Section 5 or 6; (ii) transfers permitted by clauses (2), (3), (4) and (5) of Section 2(a); (iii) a sale of shares of Common Stock pursuant to an effective registration statement under the Act filed by the Company upon the proper exercise of registration rights of such Management Stockholder under Section 9 (excluding any registration on Form X-0, X-0 or any successor or similar form); (iv) transfers permitted pursuant to the Sale Participation Agreement (as defined in Section 7(b)); (v) transfers permitted by the Board or (vi) transfers to Parent or its designee (any such exception, a “Permitted Transfer”); provided, further, that following the consummation of a Qualified Public Offering, if the Selling Entities (as defined in the Sale Participation Agreement) transfer, directly or indirectly, for cash or any other consideration any shares of Common Stock owned by any such Selling Entity (other than pursuant to the Registration Rights Agreement), the Management Stockholder shall be entitled to transfer (without giving effect to any restrictions included herein) a number of shares of Common Stock that the Management Stockholder would have been able to transfer in such sale pursuant to Section 2 of the Sale Participation Agreement had it occurred prior to a Qualified Public Offering but treating all unexercisable Options, to the extent such Options would have become exercisable as a result of the consummation of the sale, as exercisable. In addition, during the period commencing on the fifth anniversary of the Closing Effective Date through the earlier of a Change of Control or consummation of a Qualified Public Offering, the Management Stockholder may only transfer shares of Stock in compliance with Section 4 or pursuant to the Sale Participation Agreement. (b) No transfer of any such shares in violation hereof shall be made or recorded on the books of the Company and any such transfer shall be void ab initio and of no effect. (c) Notwithstanding anything to the contrary herein, Parent may, at any time and from time to time, waive the restrictions on transfers contained in Section 3(a), whether such waiver is made prior to or after the transferee has effected or committed to effect the transfer, or has notified the Investors of such transfer or commitment to transfer. Any transfers made pursuant to such waiver or which are later made subject to such a waiver shall, as of the date of the waiver and at all times thereafter, not be deemed to violate any applicable restrictions on transfers contained in this Agreement.

Transferability of Stock. (a) The Management Stockholder agrees that he or she will not transfer any shares of Stock at any time during the period commencing on the date hereof and ending on the fifth anniversary of the Closing Date; provided, however, that during such period, the Management Stockholder may transfer shares of Stock during such time pursuant to one of the following exceptions: (i) transfers permitted by Section Sections 5 or 6; (ii) transfers permitted by clauses (2), (3), (4) and (53) of Section 2(a); (iii) a sale of shares of Common Stock pursuant to an effective registration statement under the Act filed by the Company upon the proper exercise of registration rights of such Management Stockholder under Section 9 (excluding any registration on Form X-0, X-0 or any successor or similar form)9; (iv) transfers permitted pursuant to the Sale Participation Agreement (as defined in Section 7(b))or Deferred Share Agreement; (v) transfers permitted by the Board or (vi) transfers to Parent or its designee (any such exception, a “Permitted Transfer”); provided, further, that following the consummation of a Qualified Public OfferingOffering and prior to the fifth anniversary of the Closing Date, if the Selling Entities (as defined in the Sale Participation Agreement) transfer, directly or indirectly, for cash or any other consideration any shares of Common Stock owned by any such Selling Entity (other than pursuant to the Registration Rights AgreementAgreement or to an Affiliate or to another limited partner in Parent), the Management Stockholder shall be entitled to transfer (without giving effect to any restrictions included hereinabove in this Section 3(a)) a number of shares of Common Stock Stock, if any, that the Management Stockholder would have been able to transfer in such sale pursuant to Section 2 of the Sale Participation Agreement had it occurred prior to a Qualified Public Offering but treating all unexercisable Options, to the extent such Options would have become exercisable as a result of the consummation of the sale, as exercisable. In addition, during the period commencing on the fifth anniversary of the Closing Date through the earlier of a Change of Control or consummation of a Qualified Public Offering, the Management Stockholder may only transfer shares of Stock in compliance with Section 4 or pursuant to the Sale Participation Agreement. (b) No transfer of any such shares in violation hereof shall be made or recorded on the books of the Company and any such transfer shall be void ab initio and of no effect. (c) No transfer of any shares of Stock shall be permitted or effected if such transfer would cause the Company to be required to register the Common Stock pursuant to Section 12(g)(1) of the Exchange Act. (d) Notwithstanding anything to the contrary herein, Parent may, at any time and from time to time, waive the restrictions on transfers contained in Section 3(a), whether such waiver is made prior to or after the transferee has effected or committed to effect the transfer, or has notified the Investors Sponsor Group of such transfer or commitment to transfer. Any transfers made pursuant to such waiver or which are later made subject to such a waiver shall, as of the date of the waiver and at all times thereafter, not be deemed to violate any applicable restrictions on transfers contained in this Agreement. • any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of purchase exceeds $1 million; or • any natural person who for the two most recent years had an individual income in excess of $200,000, or joint income with that person’s spouse in excess of $300,000 and has a reasonable expectation of reaching that same level of income in the current year.