Common use of Restrictions on Transfers of Securities Clause in Contracts

Restrictions on Transfers of Securities. The following restrictions on Transfer shall apply to all Securities owned by Investors or their Permitted Transferees (as defined in Section 1.1(b)), except a Permitted Transferee by virtue of Section 1.1(b)(v): (a) No Investor or Permitted Transferee shall Transfer (other than in connection with a redemption or purchase by the Company) any Securities unless: (i) either (A) such Transfer is approved in advance in writing by BRS (except that no such approval is required for a Transfer by BRS) or (B) such Transfer is by an Investor or a Permitted Transferee to one or more of its Permitted Transferees or to the Company; and (ii) (A) such Transfer complies with the other provisions of this Section 1.1, (B) there has been compliance with the provisions of Sections 2.3 and 2.5 (if applicable), and (C) in the case of Incentive Securities, such Transfer complies with the terms of any applicable Incentive Securities Plan. Any purported Transfer in violation of this Agreement shall be null and void and of no force and effect; the purported transferee shall have no rights or privileges in or with respect to the Company or the Securities; and the Securities shall be subject to repurchase pursuant to the provisions of Article IV, if applicable. Prior to any proposed Transfer of any Securities, the holder shall give written notice to the Company describing the manner and circumstances of the proposed Transfer, together with, if reasonably requested by the Company, a written opinion of legal counsel, addressed to the Company and the transfer agent for the Company’s securities, if other than the Company, and reasonably satisfactory in form and substance to the Company, to the effect that the proposed Transfer of the Securities may be effected without registration under the Securities Act. Each certificate evidencing the Securities transferred shall bear the legends set forth in Section 1.2, except that such certificate shall not bear the legend contained in the first paragraph of Section 1.2 if the opinion of counsel referred to above is to the further effect that such legend is not required in order to establish compliance with any provision of the Securities Act. Each Transferee (except a Permitted Transferee by virtue of Section 1.1(b)(v)) shall take such Securities subject to and be fully bound by the terms of this Agreement applicable to it with the same effect as if it were an Investor (or if the Transferee were an Incentive Securities Holder, an Incentive Securities Holder) hereunder. No Person (other than a Permitted Transferee by virtue of Section 1.1(b)(v)) shall be a Transferee unless such transferee executes and delivers a joinder to this Agreement reasonably satisfactory in form and substance to the Company and BRS which joinder states that such Person agrees to be fully bound by this Agreement as if it were an Investor (or if the Transferee were a Non-BRS Investor or an Incentive Securities Holder, a Non-BRS Investor or an Incentive Securities Holder, as applicable) hereunder; and no Transfer shall be effected except in compliance with the registration requirements of the Securities Act and any applicable state securities laws or pursuant to an available exemption therefrom. (b) As used herein, “Permitted Transferee” shall mean:

Restrictions on Transfers of Securities. The following restrictions on Transfer (as defined in Section 1.1(a) below) shall apply to all Securities owned by Investors any Investor or their Permitted Transferees Transferee (as defined in Section 1.1(b)) below), except a Permitted Transferee by virtue of Section 1.1(b)(v):1.1(b)(iv) hereof: (a) No Investor or Permitted Transferee shall Transfer (other than in connection with a redemption or purchase by the Company) any Securities unless: unless (i) either (A) such Transfer is to a person approved in advance in writing by BRS the Required Holders (except that no such approval is required for a Transfer by BRS) or (B) such Transfer is by an Investor or a Permitted Transferee to one or more of its Permitted Transferees or to the Company; and as defined in Section 2.2(a)), and (ii) (A) such Transfer complies with the other provisions of this Section 1.1, (B) there has been compliance with the provisions of Sections 2.3 and 2.5 (if applicable)Article II hereof, and (C) and, in addition, in the case of Incentive SecuritiesManagement Securities (as defined in Section 4.1(a)), such Transfer complies with the terms Article IV of any applicable Incentive Securities Planthis Agreement. Any purported Transfer in violation of this Agreement shall be null and void and of no force and effect; , and the purported transferee shall have no rights or privileges in or with respect to the Company Company. As used herein, “Transfer” includes the making of any sale, exchange, assignment, hypothecation, gift, security interest, pledge or other encumbrance, or any contract therefor, any voting trust or other agreement or arrangement with respect to the transfer or grant of voting rights (except for the voting agreement set forth in Article III hereof) or any other beneficial interest in any of the Securities; and , the Securities shall be subject creation of any other claim thereto or any other transfer or disposition whatsoever, whether voluntary or involuntary, affecting the right, title, interest or possession in or to repurchase pursuant to the provisions of Article IV, if applicablesuch Securities. Prior to any proposed Transfer of any Securities, the holder thereof shall give written notice to the Company describing the manner and circumstances of the proposed Transfer, together with, if reasonably requested by the Company, a written opinion of legal counsel, addressed to the Company and the transfer agent for the Company’s equity securities, if other than the Company, and reasonably satisfactory in form and substance to the Company, to the effect that the proposed Transfer of the Securities may be effected without registration under the Securities Act of 1933, as amended (the “Securities Act”). Each certificate evidencing the Securities transferred shall bear the legends set forth in Section 1.21.2(a) hereof, except that such certificate shall not bear the legend contained in the first paragraph of Section 1.2 1.2(a) hereof if the opinion of counsel referred to above is to the further effect that such legend legends is not required in order to establish compliance with any provision of the Securities Act. Each Nothing in this Section 1.1(a) shall prevent the Transfer, free of any restrictions under this Agreement, of Securities by an Investor or a Permitted Transferee to one or more of its Permitted Transferees or to the Company; provided, however, that each such Permitted Transferee (except a Permitted Transferee by virtue of Section 1.1(b)(v)1.1(b)(iv) hereof) shall take such Securities subject to and be fully bound by the terms of this Agreement applicable to it with the same effect as if it were an Investor (or if the Permitted Transferee were an Incentive Securities Holdera Management Investor, an Incentive Securities Holdera Management Investor) hereunder. No Person ; and provided further, however, that (i) no person (other than a Permitted Transferee by virtue of Section 1.1(b)(v)1.1(b)(iv) hereof) shall be a Permitted Transferee unless such transferee executes and delivers a joinder to this Agreement reasonably satisfactory in form and substance to the Company and BRS which joinder states that such Person person agrees to be fully bound by this Agreement as if it were an Investor (or if the Permitted Transferee were a Non-BRS Investor or an Incentive Securities HolderManagement Investor, a Non-BRS Investor or an Incentive Securities Holder, as applicableManagement Investor) hereunder; , and (ii) no Transfer shall be effected except in compliance with the registration requirements of the Securities Act and any applicable state securities laws or pursuant to an available exemption therefrom. (b) As used herein, “Permitted Transferee” shall mean:

Restrictions on Transfers of Securities. The following restrictions on Transfer shall apply to all Securities owned by Investors any Investor or their Permitted Transferees Transferee (as defined in Section 1.1(b)), except a Permitted Transferee by virtue of Section 1.1(b)(v2.4(b)(iv) hereof): (a) No Investor or Permitted Transferee (except a Permitted Transferee by virtue of Section 2.4(b)(iv) hereof) shall Transfer (other than in connection with a redemption or purchase by the Company) any Securities unless: unless (i) either (A) such Transfer is to a person or entity approved in advance in writing by BRS the holders of at least fifty percent (except that no such approval is required for a Transfer 50%) of the outstanding Common Stock then held by BRSthe Investors (including shares held by the transferor) or (B) such Transfer is by an Investor or a Permitted Transferee to one or more of its Permitted Transferees or to the Company; and and (ii) (A) such Transfer complies with the other provisions of Article III and this Section 1.1, (B) there has been compliance with the provisions of Sections 2.3 and 2.5 (if applicable), and (C) in the case of Incentive Securities, such Transfer complies with the terms of any applicable Incentive Securities Plan2.4. Any purported Transfer in violation of this Agreement shall be null and void and of no force and effect; effect and the purported transferee shall have no rights or privileges in or with respect to the Company Company. As used herein, "Transfer" includes the making of any sale, exchange, assignment, hypothecation, gift, security interest, pledge or other encumbrance, or any contract therefor, any voting trust or other agreement or arrangement with respect to the transfer of voting rights or any other beneficial interest in any of the Securities; and , the Securities shall be subject creation of any other claim thereto or any other transfer or disposition whatsoever, whether voluntary or involuntary, affecting the right, title, interest or possession in or to repurchase pursuant to the provisions of Article IV, if applicablesuch Securities. Prior to any proposed Transfer of any Securities, the holder thereof shall give written notice to the Company describing the manner and circumstances of the proposed Transfer, together with, if reasonably requested Transfer accompanied by the Company, a written opinion of legal counsel, addressed to the Company and the transfer agent for the Company’s securitiesagent, if other than the Company, and reasonably satisfactory in form and substance to the Companyeach addressee, to the effect that the proposed Transfer of the Securities may be effected without registration under the Securities ActAct and applicable state securities laws. Each certificate evidencing the Securities transferred shall bear the legends set forth in Section 1.22.2, except that such certificate shall not bear the such legend contained in the first paragraph of Section 1.2 if the opinion of counsel referred to above is to the further effect that such legend is not required in order to establish compliance with any provision of the Securities ActAct or applicable state securities laws. Each Nothing in this Section 2.4(a) shall prevent the Transfer, free of any restrictions under this Agreement, of Securities by an Investor or a Permitted Transferee to one or more of its Permitted Transferees, or to the Company; provided, however, that each such Investor or Permitted Transferee -------- ------- (except a Permitted Transferee by virtue of Section 1.1(b)(v)2.4(b)(iv) hereof) shall take such Securities subject to and be fully bound by the terms of this Agreement applicable to it with the same effect as if it were an Investor a party hereto; and provided, further, that (i) no entity or if the Transferee were an Incentive Securities Holder, an Incentive Securities Holder) hereunder. No Person person (other than a Permitted -------- ------- Transferee by virtue of Section 1.1(b)(v)2.4(b)(iv) hereof) shall be a Permitted Transferee unless such transferee executes and delivers a joinder to this Agreement reasonably satisfactory in form and substance to the Company and BRS which joinder states (A) that such Person entity or person agrees to be fully bound by this Agreement as if it were an a party hereto and (B) with respect to any Permitted Transferee other than a natural person, that such Permitted Transferee agrees to Transfer such Securities to the Investor from whom such Permitted Transferee received such Securities immediately prior to the occurrence of any event which would result in such person no longer being a Permitted Transferee of such Investor, and (or if the Transferee were a Non-BRS Investor or an Incentive Securities Holder, a Non-BRS Investor or an Incentive Securities Holder, as applicableii) hereunder; and no Transfer shall be effected except in compliance with the registration requirements of the Securities Act and any applicable state securities laws or pursuant to an available exemption therefrom. Each Investor agrees to accept the Transfer of Securities to such Investor at any time from a transferee of such Investor. (b) As used herein, “"Permitted Transferee” " shall mean:

Restrictions on Transfers of Securities. Employee covenants and agrees that during the Lock-Up Period he and his controlled affiliates shall not effect any Disposition with respect to any shares of capital stock or any other securities of the Company (either now held or hereafter acquired), subject to the following exceptions for Dispositions: (1) to any person or group approved in writing in advance by a majority of the Board; (2) to AEC Associates, L.L.C. ("AEC") or any of its affiliates; or (3) in response to a tender offer or exchange offer made by the Company or recommended by the Board, or pursuant to a merger, consolidation or other business combination involving the Company approved by the Board. The following restrictions "Lock-Up Period" shall mean the period beginning the Date of this Agreement and ending on Transfer the earlier of the third anniversary of the Date of this Agreement or the date neither AEC nor any of its affiliates own or hold any shares of capital stock or any other securities of the Company. Employee and his affiliates shall apply be deemed to all Securities owned have effected a "Disposition" of any shares of capital stock or other security, if any of them directly or indirectly, (i) offers to sell, contracts to sell, makes any short sale of, or otherwise sells, disposes of, distributes, loans, gifts, pledges, assigns, encumbers or grants any options or rights with respect to, such stock or security or any interest therein or any security convertible into or exchangeable or exercisable for any such stock or security, (ii) enters into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such stock or security, or (iii) enters into any agreement or understanding with respect to the foregoing. Notwithstanding the above, an exercise of employee stock options, including but not limited to exercise of Option Number 104 ("Option No. 104") granted on March 16, 1999, with respect to 125,000 shares of Company stock, Option Number 795 ("Option No. 795") granted on July 12, 2001, with respect to 120,000 shares of Company stock, Option Number 952 ("Option No. 952") granted on February 1, 2003, with respect to 150,000 shares of Company stock and Option Number 1NQ ("Option No. 1NQ") granted on February 2, 1998, with respect to 360,000 shares of Company stock, that does not involve a sale of any stock or securities, except to the extent that options are exercised in a cashless exercise transaction in which shares are used to pay the exercise price and applicable withholding taxes, shall not be deemed a Disposition. Employee consents to any certificate or certificates representing Company stock or securities subject to this Section 16 and any stock or securities issued in respect thereof as a result of any stock split, stock dividend, recapitalization, or similar transaction being stamped or otherwise imprinted with any legend the Company deems necessary or appropriate to indicate the restrictions, obligations and limitations imposed by Investors this Section 16. Notwithstanding the foregoing, nothing in this Section shall restrict any Disposition with respect to any shares of capital stock or their Permitted Transferees (any other securities of the Company in the event of Flegel's disability as defined in Section 1.1(b))3(a) above or in the event ▇▇ ▇▇▇▇▇l's death. Further, except a Permitted Transferee by virtue of nothing in this Section 1.1(b)(v): (a) No Investor or Permitted Transferee shall Transfer (other than in connection with a redemption or purchase by the Company) restrict any Securities unless: (i) either (A) such Transfer is approved in advance in writing by BRS (except that no such approval is required for a Transfer by BRS) or (B) such Transfer is by an Investor or a Permitted Transferee D▇▇▇▇▇▇▇▇on to one or more of its Permitted Transferees or Flegel's grandchildren pursuant to the Company; and (ii) (A) such Transfer complies with Uniform Gifts to Minors Act, p▇▇▇▇▇▇▇, however, that the Company may condition any Disposition of any shares of capital stock or any other provisions securities of this Section 1.1, (B) there has been compliance the Company upon their agreement that they will comply with the provisions of Sections 2.3 and 2.5 (if applicable), and (C) in the case of Incentive Securities, such Transfer complies with the terms of any applicable Incentive Securities Plan. Any purported Transfer in violation of this Agreement shall be null and void and of no force and effect; the purported transferee shall have no rights or privileges in or with respect to the Company or the Securities; and the Securities shall be subject to repurchase pursuant to the provisions of Article IV, if applicable. Prior to any proposed Transfer of any Securities, the holder shall give written notice to the Company describing the manner and circumstances of the proposed Transfer, together with, if reasonably requested by the Company, a written opinion of legal counsel, addressed to the Company and the transfer agent for the Company’s securities, if other than the Company, and reasonably satisfactory in form and substance to the Company, to the effect that the proposed Transfer of the Securities may be effected without registration under the Securities Act. Each certificate evidencing the Securities transferred shall bear the legends set forth in Section 1.2, except that such certificate shall not bear the legend contained in the first paragraph of this Section 1.2 if the opinion of counsel referred to above is to the further effect that such legend is not required in order to establish compliance with any provision of the Securities Act. Each Transferee (except a Permitted Transferee by virtue of Section 1.1(b)(v)) shall take such Securities subject to and be fully bound by the terms of this Agreement applicable to it with the same effect as if it were an Investor (or if the Transferee were an Incentive Securities Holder, an Incentive Securities Holder) hereunder. No Person (other than a Permitted Transferee by virtue of Section 1.1(b)(v)) shall be a Transferee unless such transferee executes and delivers a joinder to this Agreement reasonably satisfactory in form and substance to the Company and BRS which joinder states that such Person agrees to be fully bound by this Agreement as if it were an Investor (or if the Transferee were a Non-BRS Investor or an Incentive Securities Holder, a Non-BRS Investor or an Incentive Securities Holder, as applicable) hereunder; and no Transfer shall be effected except in compliance with the registration requirements of the Securities Act and any applicable state securities laws or pursuant to an available exemption therefrom16. (b) As used herein, “Permitted Transferee” shall mean:

Restrictions on Transfers of Securities. The following restrictions on Transfer (as defined in Section 1.1(a) below) shall apply to all Securities owned by Investors any Investor or their Permitted Transferees Transferee (as defined in Section 1.1(b)) below), except a Permitted Transferee by virtue of Section 1.1(b)(v):1.1(b)(iv) hereof: (a) No Except as provided in the third paragraph of this clause (a), no Investor or Permitted Transferee shall Transfer (other than in connection with a redemption or purchase by the Company) any Securities unless: to a Restricted Purchaser unless (i) either (A) such Transfer is approved in advance in writing by BRS (except that no such approval is required for the holders of a Transfer by BRS) or (B) such Transfer is by an Investor or a Permitted Transferee to one or more majority of its Permitted Transferees or to the Company; and outstanding shares of Common Stock and (ii) (A) such Transfer complies with the other provisions of this Section 1.1, (B) there has been compliance with the provisions of Sections 2.3 and 2.5 (if applicable)and, and (C) in addition, in the case of Incentive Founders Securities, such Transfer complies with the terms Article III of any applicable Incentive Securities Planthis Agreement. Any purported Transfer in violation of this Agreement shall be null and void and of no force and effect; , and the purported transferee shall have no rights or privileges in or with respect to the Company Company. As used herein, “Transfer” includes the making of any sale, exchange, assignment, hypothecation, gift, security interest, pledge or other encumbrance, or any contract therefor, any voting trust or other agreement or arrangement with respect to the transfer or grant of voting rights or any other beneficial interest in any of the Securities; and , the Securities shall be subject creation of any other claim thereto or any other transfer or disposition whatsoever, whether voluntary or involuntary, affecting the right, title, interest or possession in or to repurchase pursuant to the provisions of Article IV, if applicablesuch Securities. Prior to any proposed Transfer of any Securities, the holder thereof shall give written notice to the Company describing the manner and circumstances of the proposed Transfer, together with, if reasonably requested by the Company, a written opinion of legal counsel, addressed to the Company and the transfer agent for the Company’s equity securities, if other than the Company, and reasonably satisfactory in form and substance to the Company, to the effect that the proposed Transfer of the Securities may be effected without registration under the Securities Act of 1933, as amended (the “Securities Act”). Each certificate evidencing the Securities transferred shall bear the legends set forth in Section 1.21.2 hereof, except that such certificate shall not bear the legend contained in the first paragraph of Section 1.2 hereof if the opinion of counsel referred to above is to the further effect that such legend is not required in order to establish compliance with any provision of the Securities Act. Each Transferee (except Nothing in this Section 1.1(a) shall prevent or restrict the Transfer, free of any restrictions under this Agreement, of Securities by an Investor or a Permitted Transferee by virtue to one or more of Section 1.1(b)(v)its Permitted Transferees or to the Company; provided, however, that (i) shall take such Securities subject to and be fully bound by the terms of this Agreement applicable to it with the same effect as if it were an Investor (or if the Transferee were an Incentive Securities Holder, an Incentive Securities Holder) hereunder. No no Person (other than a Permitted Transferee by virtue of Section 1.1(b)(v)1.1(b)(iv) hereof) shall be a Permitted Transferee unless such transferee executes and delivers a joinder to this Agreement reasonably satisfactory in the form attached hereto as Exhibit A and substance to the Company and BRS which joinder states that such Person agrees to be fully bound by this Agreement as if it were an Investor (or if the Transferee were a Non-BRS Investor or an Incentive Securities Holder, a Non-BRS Investor or an Incentive Securities Holder, as applicableii) hereunder; and no Transfer shall be effected except in compliance with the registration requirements of the Securities Act and any applicable state securities laws or pursuant to an available exemption therefrom. (b) As used herein, “Permitted Transferee” shall mean:

Restrictions on Transfers of Securities. The following --------------------------------------- restrictions on Transfer shall apply to all Securities Shares owned by Investors or their Permitted Transferees (as defined in Section 1.1(b)), except a Permitted Transferee by virtue of Section 1.1(b)(v):any Investor: (a) No Investor or Permitted Transferee (except a Permitted Transferee by virtue of Section 3.5(b)(iv) hereof) shall Transfer (other than in connection with a redemption or purchase by DRI Acquisition or the CompanyCompany or in connection with the Merger) any Securities unless: (i) either (A) such Transfer is other than to a person or entity approved in advance in writing by BRS the holders of at least forty percent (except that no such approval is required for a Transfer 40%) of the outstanding shares of Common Stock held by BRS) the Investors or (B) such Transfer is by an Investor or a Permitted Transferee to one or more of its their Permitted Transferees or to (including shares held by the Company; and (iitransferor) (A) so long as such Transfer complies with the other provisions of Article IV, this Section 1.13.5, (B) there has been compliance with the provisions of Sections 2.3 and 2.5 (if applicable)and, and (C) in addition, in the case of Incentive SecuritiesManagement Investors, such Transfer complies with the terms Article VI of any applicable Incentive Securities Planthis Agreement. Any purported Transfer in violation of this Agreement shall be null and void and of no force and effect; effect and the purported transferee shall have no rights or privileges in or with respect to DRI Acquisition (or the Company after the Merger). As used herein, "Transfer" includes the making of any sale, exchange, assignment, hypothecation, gift, security interest, pledge or other encumbrance, or any contract therefor, any voting trust or other agreement or arrangement with respect to the transfer of voting rights or any other beneficial interest in any of the Securities; and , the Securities shall be subject creation of any other claim thereto or any other transfer or disposition whatsoever, whether voluntary or involuntary, affecting the right, title, interest or possession in or to repurchase pursuant to the provisions of Article IV, if applicablesuch Securities. Prior to any proposed Transfer of any Securities, the holder thereof shall give written notice to DRI Acquisition (or the Company after the Merger) describing the manner and circumstances of the proposed Transfer, together with, if reasonably requested Transfer accompanied by the Company, a written opinion of legal counselcounsel if requested by DRI Acquisition (or the Company after the Merger), addressed to DRI Acquisition (or the Company after the Merger) and the transfer agent for the Company’s securitiesagent, if other than the Company, and reasonably satisfactory in form and substance to the Companyeach addressee, to the effect that the proposed Transfer of the Securities may be effected without registration under the Securities ActAct and applicable state securities laws. Each certificate evidencing the Securities transferred shall bear the legends set forth in Section 1.23.2, except that such certificate shall not bear the such legend contained in the first paragraph of Section 1.2 if the opinion of counsel referred to above is to the further effect that such legend is not required in order to establish compliance with any provision of the Securities ActAct or applicable state securities laws. Each Notwithstanding the foregoing, no written opinion of legal counsel shall be required by DRI Acquisition (or the Company after the Merger) in connection with a Transfer to any Permitted Transferee of the type defined in Sections 3.5(b)(iv), 3.5(b)(v) and 3.5(b)(vi) hereof. Nothing in this Section 3.5(a) shall prevent the Transfer, free of any restrictions under this Agreement, of Securities by an Investor or a Permitted Transferee to one or more of its Permitted Transferees, or to DRI Acquisition or the Company; provided, however, that each such Investor or Permitted Transferee -------- ------- (except a Permitted Transferee by virtue of Section 1.1(b)(v)3.5(b)(iv) hereof) shall take such Securities subject to and be fully bound by the terms of this Agreement applicable to it with the same effect as if it were an Investor a party hereto; and provided, further, that (i) no entity or if the Transferee were an Incentive Securities Holder, an Incentive Securities Holder) hereunder. No Person person (other than a Permitted -------- ------- Transferee by virtue of Section 1.1(b)(v)3.5(b) (iv) hereof) shall be a Permitted Transferee unless such transferee executes and delivers a joinder to this Agreement reasonably satisfactory in form and substance to DRI Acquisition or the Company and BRS which joinder states that such Person agrees to be fully bound by this Agreement as if it were an Investor (or if the Transferee were a Non-BRS Investor or an Incentive Securities Holder, a Non-BRS Investor or an Incentive Securities Holder, as applicable), and (ii) hereunder; and no Transfer shall be effected except in compliance with the registration requirements of the Securities Act and any applicable state securities laws or pursuant to an available exemption therefrom. (b) As used herein, “"Permitted Transferee” " shall mean:

Restrictions on Transfers of Securities. The following restrictions on Transfer shall apply to all Securities owned by Investors or their Permitted Transferees (as defined in Section 1.1(b)), except a Permitted Transferee by virtue of Section 1.1(b)(v): (a) No Non-OEP Investor or shall effect a Transfer of any Securities other than (A) pursuant to Section 1.3 in connection with an Approved Sale, (B) pursuant to Section 1.4 in connection with the exercise of “Tag-Along Rights,” (C) with the prior written consent of OEP (D) pursuant to Section 1.5 after having complied with the requirements thereof, (E) to a Permitted Transferee shall Transfer of the Investor in question, (other than F) to the Company or (G) in connection with a redemption Public Offering or purchase by following a Public Offering in an open market transaction or under Rule 144 under the CompanySecurities Act of 1933, as amended (the “Securities Act”) any Securities unless: (i) either each of (A) such Transfer is approved in advance in writing by BRS (except that no such approval is required for a Transfer by BRS) or (B) such Transfer is by an Investor or a Permitted Transferee to one or more of its Permitted Transferees or to the Company; and (ii) (A) such Transfer complies with the other provisions of this Section 1.1), (B) there has been compliance with the provisions of Sections 2.3 and 2.5 (if applicable), (D), (E),(F) and (G), a “Permitted Transfer”). In exercising the consent and approval provided for in clause (C) ), OEP may employ its sole discretion in evaluating the case nature of Incentive Securitiesthe proposed transferee and OEP may impose such conditions on Transfer as it deems appropriate in its sole discretion, such Transfer complies with including, but not limited to, requirements that the terms transferee be an employee or shareholder of any applicable Incentive Securities Planthe Company. Any purported Transfer in violation of this Agreement or any federal or state securities laws shall be null and void and of no force and effect; , and the purported transferee shall have no rights or privileges in or with respect to the Company or Company. (b) Until the Securities; and the Securities shall be subject to repurchase pursuant to the provisions occurrence of Article IVan initial Public Offering, if applicable. Prior prior to any proposed Transfer of any SecuritiesSecurities by any Non-OEP Investor, other than a Transfer to the Company or pursuant to Section 1.3, 1.4 or 1.5, the holder thereof shall give written notice to the Company and, if the Transfer is pursuant to clause (C) of Section 1.2(a), to OEP, describing the manner and circumstances of the proposed Transfer, together with, Transfer accompanied by a written legal opinion if reasonably requested by the Company (the reasonable costs of preparation of which shall be borne by the Company, a written opinion of legal counsel), addressed to the Company and the transfer agent for the Company’s securitiesagent, if other than the Company, and reasonably satisfactory in form and substance to the Companyeach addressee, to the effect that the proposed Transfer of the Securities may be effected without registration under the Securities ActAct and applicable state securities laws. Each certificate evidencing the Securities transferred shall bear the legends set forth in Section 1.21.2(d) and, if applicable, Section 3.6, except that such certificate shall not bear the such legend contained in the first paragraph of Section 1.2 if the opinion of counsel referred to above is to the further effect that such legend is not required in order to establish compliance with any provision of the Securities Act. Each Transferee (except a Permitted Transferee by virtue of Section 1.1(b)(v)) shall take such Securities subject to and be fully bound by the terms of this Agreement applicable to it with the same effect as if it were an Investor (Act or if the Transferee were an Incentive Securities Holder, an Incentive Securities Holder) hereunder. No Person (other than a Permitted Transferee by virtue of Section 1.1(b)(v)) shall be a Transferee unless such transferee executes and delivers a joinder to this Agreement reasonably satisfactory in form and substance to the Company and BRS which joinder states that such Person agrees to be fully bound by this Agreement as if it were an Investor (or if the Transferee were a Non-BRS Investor or an Incentive Securities Holder, a Non-BRS Investor or an Incentive Securities Holder, as applicable) hereunder; and no Transfer shall be effected except in compliance with the registration requirements of the Securities Act and any applicable state securities laws or pursuant to an available exemption therefromlaws. (b) As used herein, “Permitted Transferee” shall mean:

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

Restrictions on Transfers of Securities. The following restrictions on Transfer (as defined in Section 1.1(a) below) shall apply to all Securities owned by Investors any Investor or their Permitted Transferees Transferee (as defined in Section 1.1(b)) below), except a Permitted Transferee by virtue of Section 1.1(b)(v):1.1(b)(iv) hereof: (a) No Investor or Permitted Transferee shall Transfer (other than in connection with a redemption or purchase by the Company) any Securities unless: unless (i) either (A) such Transfer is to a person approved in advance in writing by BRS OEP (so long as OEP and its Affiliates (as defined hereinafter) and Permitted Transferees (other than Permitted Transferees under Section 1.1(b)(iv)) own in the aggregate at least 25% of the outstanding shares of Common Stock calculated on a fully diluted basis), including shares held by the transferor, except that no such advance written approval is required for a Transfer by BRS) or (B) such Transfer is by an Investor or a Permitted Transferee to one or more of its Permitted Transferees or to the Company; and OEP, and (ii) (A) such Transfer complies with the other provisions of this Section 1.1, (B) there has been compliance with the provisions of Sections 2.3 and 2.5 (if applicable)and, and (C) in addition, in the case of Incentive SecuritiesSecurities (as defined in Section 4.1(b)), such Transfer complies with the terms Article IV of any applicable Incentive Securities Planthis Agreement. Any purported Transfer in violation of this Agreement shall be null and void and of no force and effect; , and the purported transferee shall have no rights or privileges in or with respect to the Company Company. As used herein, "TRANSFER" includes the making of any sale, exchange, assignment, hypothecation, gift, security interest, pledge or other encumbrance, or any contract therefor, any voting trust or other agreement or arrangement with respect to the transfer or grant of voting rights (except for the voting agreement set forth in Article III hereof) or any other beneficial interest in any of the Securities; and , the Securities shall be subject creation of any other claim thereto or any other transfer or disposition whatsoever, whether voluntary or involuntary, affecting the right, title, interest or possession in or to repurchase pursuant to the provisions of Article IV, if applicablesuch Securities. Prior to any proposed Transfer of any Securities, the holder thereof shall give written notice to the Company describing the manner and circumstances of the proposed Transfer, together with, if reasonably requested by the Company, a written opinion of legal counsel, addressed to the Company and the transfer agent for the Company’s 's securities, if other than the Company, and reasonably satisfactory in form and substance to the Company, to the effect that the proposed Transfer of the Securities may be effected without registration under the Securities ActAct of 1933, as amended (the "SECURITIES ACT"). Each certificate evidencing the Securities transferred shall bear the legends set forth in Section 1.21.2 hereof, except that such certificate shall not bear the legend contained in the first paragraph of Section 1.2 hereof if the opinion of counsel referred to above is to the further effect that such legend is not required in order to establish compliance with any provision of the Securities Act. Each Nothing in this Section 1.1(a) shall prevent the Transfer, free of any restrictions under this Agreement, of Securities by an Investor or a Permitted Transferee to one or more of its Permitted Transferees or to the Company; PROVIDED, HOWEVER, that each such Permitted Transferee (except a Permitted Transferee by virtue of Section 1.1(b)(v)1.1(b)(iv) hereof) shall take such Securities subject to and be fully bound by the terms of this Agreement applicable to it with the same effect as if it were an Investor (or if the Permitted Transferee were an Incentive Securities Holdera Management Investor, an Incentive Securities Holdera Management Investor) hereunder. No Person ; and PROVIDED FURTHER, HOWEVER, that (i) no person (other than a Permitted Transferee by virtue of Section 1.1(b)(v)1.1(b)(iv) hereof) shall be a Permitted Transferee unless such transferee executes and delivers a joinder to this Agreement reasonably satisfactory in form and substance to the Company and BRS which joinder states that such Person person agrees to be fully bound by this Agreement as if it were an Investor (or if the Permitted Transferee were a Non-BRS Investor or an Incentive Securities HolderManagement Investor, a Non-BRS Investor or an Incentive Securities Holder, as applicableManagement Investor) hereunder; , and (ii) no Transfer shall be effected except in compliance with the registration requirements of the Securities Act and any applicable state securities laws or pursuant to an available exemption therefrom. (b) As used herein, “Permitted Transferee” "PERMITTED TRANSFEREE" shall mean:

Restrictions on Transfers of Securities. The following restrictions on Transfer (as defined in Section 1.1(a) below) shall apply to all Securities owned by Investors any Investor or their Permitted Transferees Transferee (as defined in Section 1.1(b)) below), except a Permitted Transferee by virtue of Section 1.1(b)(v):1.1(b)(iv) hereof: (a) No Except as otherwise provided in Section 4.2 below, no Investor or Permitted Transferee other than the Sponsor shall Transfer (other than in connection with a redemption or purchase by the Company) any Securities unless: unless (i) either (A) such Transfer is to a Person approved in advance in writing by BRS (except that no such approval is required for a Transfer by BRS) or (B) such Transfer is by an Investor or a Permitted Transferee to one or more of its Permitted Transferees or to the Company; and Required Holders and (ii) (A) such Transfer complies with the other provisions of this Section 1.1, (B) there has been compliance with the provisions of Sections 2.3 and 2.5 (if applicable)Article II hereof, and (C) and, in addition, in the case of Incentive SecuritiesManagement Securities (as defined in Section 4.1(a)), Article IV of this Agreement. Additionally, except as otherwise specifically provided in this Section 1.1, no Transfer by any Investor otherwise permitted herein shall be valid to a transferee unless such Transfer complies with transferee executes and delivers a Joinder, which states that such Person agrees to be fully bound by this Agreement as if it were an Investor (or if the terms of any applicable Incentive Securities Plantransferor was a Management Investor, a Management Investor) hereunder. Any purported Transfer in violation of this Agreement shall be null and void and of no force and effect; , and the purported transferee shall have no rights or privileges in or with respect to the Company Company. As used herein, “Transfer” includes the making of any sale, exchange, assignment, hypothecation, gift, security interest, pledge or other encumbrance, or any contract therefor, any voting trust or other agreement or arrangement with respect to the transfer or grant of voting rights (except for the voting agreement set forth in Article III hereof) or any other beneficial interest in any of the Securities; and , the Securities shall be subject creation of any other claim thereto or any other transfer or disposition whatsoever, whether voluntary or involuntary, affecting the right, title, interest or possession in or to repurchase pursuant to the provisions of Article IV, if applicablesuch Securities. Prior to any proposed Transfer of any Securities, the holder thereof shall give written notice to the Company describing the manner and circumstances of the proposed Transfer, together with, if reasonably requested by the Company, a written opinion of legal counsel, addressed to the Company and the transfer agent for the Company’s equity securities, if other than the Company, and reasonably satisfactory in form and substance to the Company, to the effect that the proposed Transfer of the Securities may be effected without registration under the Securities Act of 1933, as amended (the “Securities Act”). Each certificate evidencing the Securities transferred shall bear the legends set forth in Section 1.21.2(a) hereof, except that such certificate shall not bear the legend contained in the first paragraph of Section 1.2 1.2(a) hereof if the opinion of counsel referred to above is to the further effect that such legend is not required in order to establish compliance with any provision of the Securities Act. Each Nothing in this Section 1.1(a) shall prevent the Transfer, free of any restrictions under this Agreement, of Securities by an Investor or a Permitted Transferee to one or more of its Permitted Transferees or to the Company; provided, however, that each such Permitted Transferee (except a Permitted Transferee by virtue of Section 1.1(b)(v)1.1(b)(iv) hereof) shall take such Securities subject to and be fully bound by the terms of this Agreement applicable to it with the same effect as if it were an Investor (or if the Transferee were an Incentive Securities Holdertransferor was a Management Investor, an Incentive Securities Holdera Management Investor) hereunder. No ; and provided further, however, that (i) no Person (other than a Permitted Transferee by virtue of Section 1.1(b)(v)1.1(b)(iv) hereof) shall be a Permitted Transferee unless such transferee executes and delivers a joinder to this Agreement reasonably satisfactory in form and substance to the Company and BRS Joinder, which joinder states that such Person agrees to be fully bound by this Agreement as if it were an Investor (or if the Transferee were transferor was a Non-BRS Investor or an Incentive Securities HolderManagement Investor, a Non-BRS Investor or an Incentive Securities Holder, as applicableManagement Investor) hereunder; , and (ii) no Transfer shall be effected except in compliance with the registration requirements of the Securities Act and any applicable state securities laws or pursuant to an available exemption therefrom. (b) As used herein, “Permitted Transferee” shall mean:

Restrictions on Transfers of Securities. The following restrictions on Transfer shall apply to all Securities owned by Investors or their any Investor except the Fund and its Permitted Transferees (as defined in Section 1.1(b)), except a Permitted Transferee by virtue of Section 1.1(b)(v):Transferees: (a) No Investor or shall effect a Transfer of any Securities within five (5) years of the applicable Closing Date other than (A) pursuant to Section 1.4 in connection with an Approved Sale, (B) pursuant to Section 1.5 in connection with the exercise of “Tag-Along Rights,” (C) with the consent of the Company (as evidenced by a resolution duly adopted by at least a majority of the non-employee members of the Company’s Board of Directors), (D) to a Permitted Transferee shall Transfer of the Investor in question or (other than E) in connection with a redemption Public Offering or purchase by following a Public Offering in open market transaction or under Rule 144 under the CompanySecurities Act of 1933, as amended (the “Securities Act”) any Securities unless: (i) either each of (A) such Transfer is approved in advance in writing by BRS (except that no such approval is required for a Transfer by BRS) or (B) such Transfer is by an Investor or a Permitted Transferee to one or more of its Permitted Transferees or to the Company; and (ii) (A) such Transfer complies with the other provisions of this Section 1.1), (B) there has been compliance with the provisions of Sections 2.3 and 2.5 (if applicable), (D) and (E), a “Permitted Transfer”). In exercising the consent and approval provided for in clause (C) ), the Company may employ its sole discretion in evaluating the case nature of Incentive Securitiesthe proposed transferee and the Company may impose such conditions on Transfer as it deems appropriate in its sole discretion, such Transfer complies with including, but not limited to, requirements that the terms transferee be an employee or shareholder of any applicable Incentive Securities Planthe Company. Any purported Transfer in violation of this Agreement shall be null and void and of no force and effect; , and the purported transferee shall have no rights or privileges in or with respect to the Company or the Securities; and the Securities shall be subject to repurchase pursuant to the provisions of Article IV, if applicable. Company. (b) Prior to any proposed Transfer of any Securities, other than a Transfer to the Company or pursuant to Sections 1.4 and 1.5 hereof, the holder thereof shall give written notice to the Company describing the manner and circumstances of the proposed Transfer, together with, Transfer accompanied by a written legal opinion if reasonably requested by the Company, a written opinion of legal counsel, addressed to the Company and the transfer agent for the Company’s securitiesagent, if other than the Company, and reasonably satisfactory in form and substance to the Companyeach addressee, to the effect that the proposed Transfer of the Securities may be effected without registration under the Securities ActAct and applicable state securities laws. Each certificate evidencing the Securities transferred shall bear the legends set forth in Section 1.2the applicable subscription agreement pursuant to which the Investor purchased the securities, except that such certificate shall not bear the such legend contained in the first paragraph of Section 1.2 if the opinion of counsel referred to above is to the further effect that such legend is not required in order to establish compliance with any provision of the Securities Act. Each Transferee (except a Permitted Transferee by virtue of Section 1.1(b)(v)) shall take such Securities subject to and be fully bound by the terms of this Agreement applicable to it with the same effect as if it were an Investor (Act or if the Transferee were an Incentive Securities Holder, an Incentive Securities Holder) hereunder. No Person (other than a Permitted Transferee by virtue of Section 1.1(b)(v)) shall be a Transferee unless such transferee executes and delivers a joinder to this Agreement reasonably satisfactory in form and substance to the Company and BRS which joinder states that such Person agrees to be fully bound by this Agreement as if it were an Investor (or if the Transferee were a Non-BRS Investor or an Incentive Securities Holder, a Non-BRS Investor or an Incentive Securities Holder, as applicable) hereunder; and no Transfer shall be effected except in compliance with the registration requirements of the Securities Act and any applicable state securities laws or pursuant laws. Notwithstanding the foregoing, no written opinion of legal counsel shall be required by the Company in connection with a Transfer to an available exemption therefromany Permitted Transferee of the type referred to in clause (iii) of the definition thereof. (bc) As used herein, “Permitted Transferee” The restrictions on Transfers of Securities owned by any Investor provided under Section 1.2 shall mean:terminate upon the earlier of (i) such date as a number of shares equal to at least ten percent (10%) of the outstanding shares of Common Stock shall have been sold pursuant to a Public Offering or (ii) the day after the date on which the Fund and its Affiliates own less than ten percent (10%) of the Common Stock.

Restrictions on Transfers of Securities. The following restrictions on Transfer (as such term is defined in this Section 4.1) shall apply to all Securities owned by Investors any Shareholder: (a) No Shareholder or their Permitted Transferees Transferee (as such term is defined in this Section 1.1(b)4.1), except other than a Permitted Transferee by virtue of Section 1.1(b)(v): 4.1(b) (aiii) No Investor or Permitted Transferee hereof, shall Transfer (other than in connection with a redemption or purchase by the Company) any Securities unless: unless (i) either (A) such Transfer is approved in advance in writing by BRS to a Permitted Transferee and (except that no such approval is required for a Transfer by BRS) or (Bii) such Transfer is by an Investor or a Permitted Transferee to one or more of its Permitted Transferees or to the Company; and (ii) (A) such Transfer otherwise complies with the other provisions of this Section 1.1, (B) there has been compliance with the provisions of Sections 2.3 and 2.5 (if applicable), and (C) in Article IV. No Shareholder or Permitted Transferee shall effect any Transfer of Securities unless the case of Incentive Securities, transferee executes an agreement pursuant to which such Transfer complies with transferee agrees to be bound by the terms and provisions of any this Agreement applicable Incentive Securities Planto the transferor (except as otherwise specifically provided herein). Any purported Transfer in violation of this Agreement shall be null and void and of no force and effect; effect and the purported transferee shall have no rights or privileges in or with respect to the Company Company. As used herein, "Transfer" includes the making of any sale, exchange, assignment, hypothecation, gift, security interest, pledge or other encumbrance, or any contract therefor, any voting trust or other agreement or arrangement with respect to the transfer of voting rights or any other beneficial interest in any of the Securities; and , (other than the Securities shall be subject voting rights provisions described in Section 4.2) the creation of any other claim thereto or any other transfer or disposition whatsoever, whether voluntary or involuntary, affecting the right, title, interest or possession in or to repurchase pursuant to the provisions of Article IV, if applicablesuch Securities. Prior to any proposed Transfer of any Securities, the holder thereof shall give written notice to the Company describing the manner and circumstances of the proposed Transfer. In advance of any such Transfer, together with, if reasonably requested by the holder thereof shall provide evidence to the Company, sufficient to the Company in its reasonable discretion, that the proposed transferee shall be subject to this Agreement. No recipient of any Securities pursuant to a Transfer shall be entitled to any rights under this Agreement, including in particular those rights described in Section 4.6, until and unless such transferee is made subject to the terms of this Agreement. Each certificate evidencing the Securities transferred (except in the case of a transaction contemplated in Section 4.1(b)(iii) hereof) shall bear the legends set forth in Section 3.2, except that such certificate shall not bear such legend if the holder delivers a written opinion of legal counsel, addressed to the Company and the transfer agent for the Company’s securities, if other than the Company, and reasonably satisfactory in form and substance to the Company, to the effect that the proposed Transfer of the Securities may be effected without registration under the Securities Act. Each certificate evidencing the Securities transferred shall bear the legends set forth in Section 1.2, except that such certificate shall not bear the legend contained in the first paragraph of Section 1.2 if the opinion of counsel referred to above is to the further effect that such legend is not required in order to establish compliance with any provision of the Securities ActAct or applicable state securities laws. Each Nothing in this Section 4.1(a) shall prevent the Transfer of Securities by a Shareholder or a Permitted Transferee to one or more of its Permitted Transferees or to the Company; provided, however, that each such -------- ------- Shareholder or Permitted Transferee (except a Permitted Transferee by virtue of Section 1.1(b)(v)4.1(b) (iii) hereof) shall take such Securities subject to and be fully bound by the terms of this Agreement applicable to it with the same effect as if it were an Investor a party hereto; and provided, further, that (i) no entity or if the Transferee were an Incentive Securities Holder, an Incentive Securities Holder) hereunder. No Person person -------- -------- (other than a Permitted Transferee by virtue of Section 1.1(b)(v)4.1(b)(iii) hereof) shall be a Permitted Transferee unless such transferee executes and delivers a joinder to this Agreement reasonably satisfactory in form and substance to the Company Company, and BRS which joinder states that such Person agrees to be fully bound by this Agreement as if it were an Investor (or if the Transferee were a Non-BRS Investor or an Incentive Securities Holder, a Non-BRS Investor or an Incentive Securities Holder, as applicableii) hereunder; and no Transfer shall be effected except in compliance with the registration requirements of the Securities Act and any applicable state securities laws or pursuant to an available exemption therefrom. (b) As used herein, “Permitted Transferee” shall mean:

Restrictions on Transfers of Securities. The following restrictions on Transfer (as defined in Section 1.1(a) below) shall apply to all Securities owned by Investors any Investor or their Permitted Transferees Transferee (as defined in Section 1.1(b)) below), except a Permitted Transferee by virtue of Section 1.1(b)(v):1.1(b)(iv) hereof: (a) No Except as provided in the third and fourth paragraphs of this clause (a), no Investor or Permitted Transferee shall Transfer (other than in connection with a redemption or purchase by the Company) any Securities unless: unless (i) either (A) such Transfer is to a Person approved in advance in writing by BRS the Required Holder (except that no such approval if there is required for a Transfer by BRS) or (B) such Transfer is by an Investor or a Permitted Transferee to one or more of its Permitted Transferees or to the Company; and one), and (ii) (A) such Transfer complies with the other provisions of this Section 1.1, (B) there has been compliance with the provisions of Sections Section 2.2, Section 2.3 and 2.5 Article III of this Agreement. In exercising the consent and approval provided for in clause (i) above, the Required Holder (if applicable), there is one) may employ its sole discretion in evaluating the nature of the proposed transferee and the Required Holder (Cif there is one) may impose such conditions on Transfer as it deems appropriate in the case of Incentive Securities, such Transfer complies with the terms of any applicable Incentive Securities Planits sole discretion. Any purported Transfer in violation of this Agreement shall be null and void and of no force and effect; , and the purported transferee shall have no rights or privileges in or with respect to the Company Company. As used herein, “Transfer” includes the making of any sale, exchange, assignment, hypothecation, gift, security interest, pledge or other encumbrance, or any contract therefor, any voting trust or other agreement or arrangement with respect to the transfer or grant of voting rights or any other beneficial interest in any of the Securities; and , the Securities shall be subject creation of any other claim thereto or any other transfer or disposition whatsoever, whether voluntary or involuntary, affecting the right, title, interest or possession in or to repurchase pursuant to the provisions of Article IV, if applicablesuch Securities. Prior to any proposed Transfer of any Securities, the holder thereof shall give written notice to the Company describing the manner and circumstances of the proposed Transfer, together with, if reasonably requested by the Company, a written opinion of legal counsel, addressed to the Company and the transfer agent for the Company’s equity securities, if other than the Company, and reasonably satisfactory in form and substance to the Company, to the effect that the proposed Transfer of the Securities may be effected without registration under the Securities Act of 1933, as amended (the “Securities Act”). Each certificate evidencing the Securities transferred shall bear the legends set forth in Section 1.21.2(a) hereof, except that such certificate shall not bear the legend contained in the first paragraph of Section 1.2 1.2(a) hereof if the opinion of counsel referred to above is to the further effect that such legend is not required in order to establish compliance with any provision of the Securities Act. Each Transferee (except Nothing in this Section 1.1(a) shall prevent or restrict the Transfer, free of any restrictions under this Agreement, of Securities by an Investor or a Permitted Transferee by virtue to one or more of Section 1.1(b)(v)its Permitted Transferees or to the Company; provided, however, that (i) shall take such Securities subject to and be fully bound by the terms of this Agreement applicable to it with the same effect as if it were an Investor (or if the Transferee were an Incentive Securities Holder, an Incentive Securities Holder) hereunder. No no Person (other than a Permitted Transferee by virtue of Section 1.1(b)(v)1.1(b)(iv) hereof) shall be a Permitted Transferee unless such transferee executes and delivers a joinder to this Agreement reasonably satisfactory in the form attached hereto as Exhibit A, and substance to the Company and BRS which joinder states that such Person agrees to be fully bound by this Agreement as if it were an Investor (or if the Transferee were a Non-BRS Investor or an Incentive Securities Holder, a Non-BRS Investor or an Incentive Securities Holder, as applicableii) hereunder; and no Transfer shall be effected except in compliance with the registration requirements of the Securities Act and any applicable state securities laws or pursuant to an available exemption therefrom. No advance approval by the Required Holder (if there is one) will be required pursuant to the first paragraph of this Section 1.1(a) for any Transfer (i) by a Holder in connection with such Holder’s exercise of its “tag-along” rights under Section 2.3, or (ii) of Management Securities that is subject to the provisions of Section 3.2. (b) As used herein, “Permitted Transferee” shall mean:

Restrictions on Transfers of Securities. The following restrictions on Transfer (as defined in Section 1.1(a) below) shall apply to all Securities owned by Investors any Investor or their Permitted Transferees Transferee (as defined in Section 1.1(b)) below), except a Permitted Transferee by virtue of Section 1.1(b)(v):1.1(b)(iv) hereof: (a) No Investor or Permitted Transferee other than ValueAct Capital shall Transfer (other than in connection with a redemption or purchase by ValueAct Capital, a ValueAct Capital Affiliate or the Company) any Securities unless: unless (i) either (A) such Transfer is to a person approved in advance in writing by BRS the Required Holders (except that no such approval is required for a Transfer by BRS) or (B) such Transfer is by an Investor or a Permitted Transferee to one or more of its Permitted Transferees or to the Company; and as defined in Section 2.2(a)), and (ii) (A) such Transfer complies with the other provisions of this Section 1.1, (B) there has been compliance with the provisions of Sections 2.3 1.1 and 2.5 (if applicable), and (C) in the case of Incentive Securities, such Transfer complies with the terms of any applicable Incentive Securities PlanArticle II hereof. Any purported Transfer in violation of this Agreement shall be null and void and of no force and effect; , and the purported transferee shall have no rights or privileges in or with respect to the Company Company. As used herein, “Transfer” includes the making of any sale, exchange, assignment, hypothecation, gift, security interest, pledge or other encumbrance, or any contract therefor, any voting trust or other agreement or arrangement with respect to the transfer or grant of voting rights (except for the voting agreement set forth in Article III hereof) or any other beneficial interest in any of the Securities; and , the Securities shall be subject creation of any other claim thereto or any other transfer or disposition whatsoever, whether voluntary or involuntary, affecting the right, title, interest or possession in or to repurchase pursuant to the provisions of Article IV, if applicablesuch Securities. Prior to any proposed Transfer of any Securities, the holder thereof shall give written notice to the Company describing the manner and circumstances of the proposed Transfer, together with, if reasonably requested by the Company, a written opinion of legal counsel, addressed to the Company and the transfer agent for the Company’s equity securities, if other than the Company, and reasonably satisfactory in form and substance to the Company, to the effect that the proposed Transfer of the Securities may be effected without registration under the Securities Act of 1933, as amended (the “Securities Act”). Each certificate evidencing the Securities transferred shall bear the legends set forth in Section 1.21.2(a) hereof, except that such certificate shall not bear the legend contained in the first paragraph of Section 1.2 1.2(a) hereof if the opinion of counsel referred to above is to the further effect that such legend legends is not required in order to establish compliance with any provision of the Securities Act. Each Nothing in this Section 1.1(a) shall prevent the Transfer, free of any restrictions under this Agreement, of Securities by an Investor or a Permitted Transferee to one or more of its Permitted Transferees or to the Company, ValueAct Capital or a ValueAct Capital Affiliate; provided, however, that each such Permitted Transferee (except a Permitted Transferee by virtue of Section 1.1(b)(v)1.1(b)(iv) hereof) shall take such Securities subject to and be fully bound by the terms of this Agreement applicable to it with the same effect as if it were was an Investor (or if the Permitted Transferee were an Incentive Securities Holderwas a Management Investor, an Incentive Securities Holdera Management Investor) hereunder. No Person ; and provided further, however, that (i) no person (other than a Permitted Transferee by virtue of Section 1.1(b)(v)1.1(b)(iv) hereof) shall be a Permitted Transferee unless such transferee executes and delivers a joinder to this Agreement reasonably satisfactory in form and substance to the Company and BRS which joinder states that such Person person agrees to be fully bound by this Agreement as if it were an Investor (or if the transferor to the Permitted Transferee were is a Non-BRS Management Investor or an Incentive Securities Holder, a Non-BRS Investor or an Incentive Securities Holderhereunder, as applicablea Management Investor) hereunder; , and (ii) no Transfer shall be effected except in compliance with the registration requirements of the Securities Act and any applicable state securities laws or pursuant to an available exemption therefrom. (b) As used herein, “Permitted Transferee” shall mean:

Restrictions on Transfers of Securities. The following restrictions on Transfer (as defined in Section 1.1(a) below) shall apply to all Securities owned by Investors any Investor or their Permitted Transferees Transferee (as defined in Section 1.1(b)) below), except a Permitted Transferee by virtue of Section 1.1(b)(v):1.1(b)(iv) hereof: (a) No Investor or Permitted Transferee other than the JCP Funds shall Transfer (other than in connection with a redemption or purchase by the Company) any Securities unless: unless (i) either (A) such Transfer is to a person approved in advance in writing by BRS the Required Holders (except that no such approval is required for a Transfer by BRS) or (B) such Transfer is by an Investor or a Permitted Transferee to one or more of its Permitted Transferees or to the Company; and as defined in Section 2.2(a)), and (ii) (A) such Transfer complies with the other provisions of this Section 1.1, (B) there has been compliance with the provisions of Sections 2.3 1.1 and 2.5 (if applicable), and (C) in the case of Incentive Securities, such Transfer complies with the terms of any applicable Incentive Securities PlanArticle II hereof. Any purported Transfer in violation of this Agreement shall be null and void and of no force and effect; , and the purported transferee shall have no rights or privileges in or with respect to the Company Company. As used herein, “Transfer” includes the making of any sale, exchange, assignment, hypothecation, gift, security interest, pledge or other encumbrance, or any contract therefor, any voting trust or other agreement or arrangement with respect to the transfer or grant of voting rights (except for the voting agreement set forth in Article III hereof) or any other beneficial interest in any of the Securities; and , the Securities shall be subject creation of any other claim thereto or any other transfer or disposition whatsoever, whether voluntary or involuntary, affecting the right, title, interest or possession in or to repurchase pursuant to the provisions of Article IV, if applicablesuch Securities. Prior to any proposed Transfer of any Securities, the holder thereof shall give written notice to the Company describing the manner and circumstances of the proposed Transfer, together with, if reasonably requested by the Company, a written opinion of legal counsel, addressed to the Company and the transfer agent for the Company’s equity securities, if other than the Company, and reasonably satisfactory in form and substance to the Company, to the effect that the proposed Transfer of the Securities may be effected without registration under the Securities Act of 1933, as amended (the “Securities Act”). Each certificate evidencing the Securities transferred shall bear the legends set forth in Section 1.21.2(a) hereof, except that such certificate shall not bear the legend contained in the first paragraph of Section 1.2 1.2(a) hereof if the opinion of counsel referred to above is to the further effect that such legend legends is not required in order to establish compliance with any provision of the Securities Act. Each Nothing in this Section 1.1(a) shall prevent the Transfer, free of any restrictions under this Agreement, of Securities by an Investor or a Permitted Transferee to one or more of its Permitted Transferees or to the Company; provided, however, that each such Permitted Transferee (except a Permitted Transferee by virtue of Section 1.1(b)(v)1.1(b)(iv) hereof) shall take such Securities subject to and be fully bound by the terms of this Agreement applicable to it with the same effect as if it were an Investor (or if the Permitted Transferee were an Incentive Securities Holdera Management Investor, an Incentive Securities Holdera Management Investor) hereunder. No Person ; and provided further, however, that (i) no person (other than a Permitted Transferee by virtue of Section 1.1(b)(v)1.1(b)(iv) hereof) shall be a Permitted Transferee unless such transferee executes and delivers a joinder to this Agreement reasonably satisfactory in form and substance to the Company and BRS which joinder states that such Person person agrees to be fully bound by this Agreement as if it were an Investor (or if the transferor to the Permitted Transferee were is a Non-BRS Management Investor or an Incentive Securities Holder, a Non-BRS Investor or an Incentive Securities Holderhereunder, as applicablea Management Investor) hereunder; , and (ii) no Transfer shall be effected except in compliance with the registration requirements of the Securities Act and any applicable state securities laws or pursuant to an available exemption therefrom. (b) As used herein, “Permitted Transferee” shall mean:

Restrictions on Transfers of Securities. The following restrictions on Transfer (as defined in Section 1.1(a) below) shall apply to all Securities owned by Investors any Investor or their Permitted Transferees Transferee (as defined in Section 1.1(b)) below), except a Permitted Transferee by virtue of Section 1.1(b)(v):1.1(b)(iv) hereof: (a) No Investor or Permitted Transferee other than ValueAct Capital shall Transfer (other than in connection with a redemption or purchase by ValueAct Capital, a ValueAct Capital Affiliate or the Company) any Securities unless: unless (i) either (A) such Transfer is to a person approved in advance in writing by BRS the Required Holders (except that no such approval is required for a Transfer by BRS) or (B) such Transfer is by an Investor or a Permitted Transferee to one or more of its Permitted Transferees or to the Company; and as defined in Section 2.2(a)), and (ii) (A) such Transfer complies with the other provisions of this Section 1.1, (B) there has been compliance with the provisions of Sections 2.3 1.1 and 2.5 (if applicable), and (C) in the case of Incentive Securities, such Transfer complies with the terms of any applicable Incentive Securities PlanArticle II hereof. Any purported Transfer in violation of this Agreement shall be null and void and of no force and effect; , and the purported transferee shall have no rights or privileges in or with respect to the Company Company. As used herein, “Transfer” includes the making of any sale, exchange, assignment, hypothecation, gift, security interest, pledge or other encumbrance, or any contract therefor, any voting trust or other agreement or arrangement with respect to the transfer or grant of voting rights (except for the voting agreement set forth in Article III hereof) or any other beneficial interest in any of the Securities; and , the Securities shall be subject creation of any other claim thereto or any other transfer or disposition whatsoever, whether voluntary or involuntary, affecting the right, title, interest or possession in or to repurchase pursuant to the provisions of Article IV, if applicablesuch Securities. Prior to any proposed Transfer of any Securities, the holder thereof shall give written notice to the Company describing the manner and circumstances of the proposed Transfer, together with, if reasonably requested by the Company, a written opinion of legal counsel, addressed to the Company and the transfer agent for the Company’s equity securities, if other than the Company, and reasonably satisfactory in form and substance to the Company, to the effect that the proposed Transfer of the Securities may be effected without registration under the Securities Act of 1933, as amended (the “Securities Act”). Each certificate evidencing the Securities transferred shall bear the legends set forth in Section 1.21.2(a) hereof, except that such certificate shall not bear the legend contained in the first paragraph of Section 1.2 1.2(a) hereof if the opinion of counsel referred to above is to the further effect that such legend legends is not required in order to establish compliance with any provision of the Securities Act. Each Nothing in this Section 1.1(a) shall prevent the Transfer, free of any restrictions under this Agreement, of Securities by an Investor or a Permitted Transferee to one or more of its Permitted Transferees or to the Company, ValueAct Capital or a ValueAct Capital Affiliate; provided, however, that each such Permitted Transferee (except a Permitted Transferee by virtue of Section 1.1(b)(v)1.1(b)(iv) hereof) shall take such Securities subject to and be fully bound by the terms of this Agreement applicable to it with the same effect as if it were was an Investor (or if the Permitted Transferee were an Incentive Securities Holderwas a Management Investor, an Incentive Securities Holdera Management Investor) hereunder. No Person ; and provided further, however, that (i) no person (other than a Permitted Transferee by virtue of Section 1.1(b)(v)1.1(b)(iv) hereof) shall be a Permitted Transferee unless such transferee executes and delivers a joinder to this Agreement reasonably satisfactory in form and substance to the Company and BRS which joinder states that such Person person agrees to be fully bound by this Agreement as if it were an Investor (or if the transferor to the Permitted Transferee were is a Non-BRS Management Investor or an Incentive Securities Holder, a Non-BRS Investor or an Incentive Securities Holderhereunder, as applicablea Management Investor) hereunder; , and (ii) no Transfer shall be effected except in compliance with the registration requirements of the Securities Act and any applicable state securities laws or pursuant to an available exemption therefrom. (b) As used herein, “Permitted Transferee” shall mean: