Common use of Transfer of Restricted Securities Clause in Contracts

Transfer of Restricted Securities. (a) Restricted Securities are transferable (i) pursuant to public offerings registered under the Securities Act, (ii) pursuant to Rule 144 (except pursuant to Rule 144(k) if the Company’s shares have not become publicly traded) if such rule is available, (iii) subject to the conditions specified in paragraph (b) below, to a Permitted Transferee, and (iv) subject to the conditions specified in paragraphs (b) and (c) below and in Sections 4.02, 4.03 and 4.04, any other legally available means of Transfer; provided, however, that in no event may any Stockholder Transfer Restricted Securities pursuant to this clause (iv) to any Person (or an Affiliate of such Person) which competes materially and directly with the Company in a material service line and market of the Company (but no bank, insurance company or other similar institutional investor shall be deemed to be such a competitor); and provided further that no Management Stockholder may Transfer Restricted Securities except to a Permitted Transferee or in connection with a Transfer pursuant to Sections 4.02 (as a Participating Tag-along Stockholder (as defined therein)) or 4.04. (b) In connection with the Transfer of any Restricted Securities (other than a Transfer described in subparagraph (a)(i) or (ii) above), the holder thereof will deliver written notice to the Company describing in reasonable detail the Transfer or proposed Transfer, together with an opinion (reasonably acceptable in form and substance to the Company) of counsel (which may be in-house counsel) which (to the Company’s reasonable satisfaction) is knowledgeable in securities law matters to the effect that such Transfer of Restricted Securities may be effected without registration under the Securities Act or any applicable state securities laws, and with written confirmation from the prospective transferee of its agreement to be bound by the conditions contained in this Agreement and the other restrictions on Transfer imposed by the Securities Act or any applicable state securities laws; provided, however, that no such opinion of counsel shall be required for a distribution of Restricted Securities by a partnership to all its partners, to a liquidating trust for the benefit of its partners, to a retired partner of such partnership who retires after the date of this Agreement, or to the estate of any such partner or retired person, by a limited liability company to its members, or by a Stockholder to an Affiliate. (c) It shall be a condition to the Transfer of any Restricted Securities that the transferee thereof (including, without limitation, a Permitted Transferee) agrees to be bound by the provisions of this Agreement by executing a Transferee Agreement in the form of Annex I hereto, and upon such Transfer shall be a Stockholder for all purposes hereunder. Upon execution and delivery of a Transferee Agreement, the Company agrees promptly to effect the re-registration of any transferred Shares in the name of such transferee (upon submission of certificates for the Shares to be transferred, accompanied by properly completed and executed stock powers).

Transfer of Restricted Securities. (ai) Restricted Securities are transferable (i) pursuant to (a) public offerings registered under the Securities Act, (iib) pursuant to Rule 144 of the Securities and Exchange Commission (except pursuant to Rule 144(k) if the Company’s shares have not become publicly tradedor any similar rule then in force) if such rule is available, (iiic) nonpublic sales to Persons who are "accredited investors" as defined in Regulation D under the Securities Act, provided that such regulation is effective at such time and the proposed transferee agrees in writing to be bound by the provisions of this paragraph and paragraph 18.3(i) and (d) subject to the conditions specified in paragraph subparagraph (bii) below, to a Permitted Transferee, and (iv) subject to the conditions specified in paragraphs (b) and (c) below and in Sections 4.02, 4.03 and 4.04, any other legally available means of Transfer; provided, however, that in no event may any Stockholder Transfer Restricted Securities pursuant to this clause (iv) to any Person (or an Affiliate of such Person) which competes materially and directly with the Company in a material service line and market of the Company (but no bank, insurance company or other similar institutional investor shall be deemed to be such a competitor); and provided further that no Management Stockholder may Transfer Restricted Securities except to a Permitted Transferee or in connection with a Transfer pursuant to Sections 4.02 (as a Participating Tag-along Stockholder (as defined therein)) or 4.04transfer. (bii) In connection with the Transfer transfer of any Restricted Securities (other than a Transfer transfer described in subparagraph (a)(i7(i)(a) or (iib) above), the holder thereof will deliver written notice to the Company describing in reasonable detail the Transfer transfer or proposed Transfertransfer and, together except in connection with a transfer to Carrefour, an opinion (reasonably acceptable in form and substance satisfactory to the Company's counsel) of counsel (which may be in-house counsel) which (to the Company’s 's reasonable satisfaction) is knowledgeable in securities law matters matters, to the effect that such Transfer transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion (reasonably satisfactory to the Company's counsel) of such counsel that no subsequent transfer of such Restricted Securities will require registration under the Securities Act, the Company will promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act or any applicable state securities lawslegend set forth in subparagraph (iii) below. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, and with written confirmation from the holder thereof will not transfer the same until the prospective transferee of has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Agreement paragraph and paragraph 18.3(i). (iii) Each certificate for Restricted Securities will be imprinted with a legend in substantially the other restrictions on Transfer imposed following form: "The securities represented by this certificate have not been registered under the Securities Act of 1933 (the "Act") and are "Restricted Securities" as defined in Rule 144 promulgated under the Act. The securities may not be sold or any applicable state securities laws; providedoffered for sale or otherwise distributed except (i) in conjunction with an effective registration statement for the shares under the Act, however(ii) in compliance with Rule 144, that no such or (iii) pursuant to an opinion of counsel shall be required for a distribution of Restricted Securities by a partnership to all its partners, to a liquidating trust for the benefit of its partners, to a retired partner of such partnership who retires after the date of this Agreement, or satisfactory to the estate of any corporation that such partner registration or retired personcompliance is not required as to said sale, by a limited liability company to its members, offer or by a Stockholder to an Affiliatedistribution." (civ) It shall be a condition to the Transfer of any Restricted Securities that the transferee thereof (including, without limitation, a Permitted Transferee) agrees to be bound by the provisions of In connection with this Agreement by executing a Transferee Agreement in the form of Annex I hereto, and upon such Transfer shall be a Stockholder for all purposes hereunder. Upon execution and delivery of a Transferee Agreementparagraph 7, the Company agrees promptly that it will cooperate with the Purchasers to effect the re-registration any desired transfers of any transferred Shares Purchasers' Restricted Securities to Carrefour so long as it has reasonable assurances under this paragraph that such transfers are in the name of such transferee (upon submission of certificates for the Shares to be transferred, accompanied by properly completed and executed stock powers)compliance with applicable securities laws.

Transfer of Restricted Securities. (ai) Each certificate or instrument representing Restricted Securities shall be imprinted with a legend in substantially the following form: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended. The transfer of the securities represented by this certificate is subject to the conditions specified in the Asset and Stock Purchase Agreement, dated as of April 30, 1996, by and among Collectible Champions, Inc. (the "Company"), certain investors in the Company and certain other parties, and the Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge." (ii) Restricted Securities are transferable (i) only pursuant to (A) public offerings registered under the Securities Act, (iiB) pursuant to Rule 144 or Rule 144A of the Securities and Exchange Commission (except pursuant to Rule 144(k) if the Company’s shares have not become publicly tradedor any similar rule or rules then in force) if such rule is available, available and (iiiC) subject to the conditions specified in paragraph (b9(r)(iii) below, to a Permitted Transferee, and (iv) subject to the conditions specified in paragraphs (b) and (c) below and in Sections 4.02, 4.03 and 4.04, any other legally available means of Transfer; provided, however, that in no event may any Stockholder Transfer Restricted Securities pursuant to this clause (iv) to any Person (or an Affiliate of such Person) which competes materially and directly with the Company in a material service line and market of the Company (but no bank, insurance company or other similar institutional investor shall be deemed to be such a competitor); and provided further that no Management Stockholder may Transfer Restricted Securities except to a Permitted Transferee or in connection with a Transfer pursuant to Sections 4.02 (as a Participating Tag-along Stockholder (as defined therein)) or 4.04transfer. (biii) In connection with the Transfer transfer of any Restricted Securities (other than a Transfer transfer described in subparagraph clauses (a)(iii)(A) or (iiii)(B) above), the holder thereof will shall deliver written notice to the Company Domestic Buyer describing in reasonable detail the Transfer transfer or proposed Transfertransfer, together with an opinion (of counsel reasonably acceptable in form and substance satisfactory to the Company) of counsel (which may be in-house counsel) which (to the Company’s reasonable satisfaction) is knowledgeable in securities law matters Domestic Buyer to the effect that such Transfer transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to the Domestic Buyer an opinion of counsel satisfactory to the Domestic Buyer that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Domestic Buyer shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act or any applicable state securities lawslegend set forth in paragraph 9(r)(i) above. If the Domestic Buyer is not required to deliver new certificates for such Restricted Securities not bearing such legend, and with written confirmation from the holder thereof shall not transfer the same until the prospective transferee of has confirmed to the Domestic Buyer in writing its agreement to be bound by the conditions contained in this Agreement and paragraph 9(r). Upon the other restrictions on Transfer imposed by request of any Seller or Seller Stockholder, the Domestic Buyer shall promptly supply to such Person or its prospective transferees all information regarding the Domestic Buyer required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities Act or and Exchange Commission. Upon the request of any applicable state securities lawsholder of Restricted Securities, the Domestic Buyer shall remove the foregoing legend from the certificates for such holder's Restricted Securities; provided, however, provided that no such opinion Restricted Securities are eligible for sale pursuant to Rule 144(k) of counsel shall be required for a distribution the Securities and Exchange Commission. (iv) Transfer of Restricted Securities by a partnership to all its partners, to a liquidating trust for the benefit of its partners, to a retired partner of such partnership who retires after the date of this Agreement, or is also subject to the estate of any such partner or retired person, by a limited liability company to its members, or by a Stockholder to an Affiliate. (c) It shall be a condition to the Transfer of any Restricted Securities that the transferee thereof (including, without limitation, a Permitted Transferee) agrees to be bound by the provisions of this Agreement by executing a Transferee Agreement restrictions thereon set forth in the form of Annex I hereto, and upon such Transfer shall be a Stockholder for all purposes hereunder. Upon execution and delivery of a Transferee Stockholders Agreement, the Company agrees promptly to effect the re-registration of any transferred Shares in the name of such transferee (upon submission of certificates for the Shares to be transferred, accompanied by properly completed and executed stock powers).

Transfer of Restricted Securities. (a) Restricted Securities are transferable only pursuant to (i) pursuant to public offerings registered under the Securities Act, (ii) pursuant to Rule 144 of the Securities and Exchange Commission (except pursuant to Rule 144(k) if the Company’s shares have not become publicly tradedor any similar rule or rules then in force) if such rule is available, or rules are available and (iii) subject to the conditions specified in paragraph clause (b) below, to a Permitted Transferee, and (iv) subject to the conditions specified in paragraphs (b) and (c) below and in Sections 4.02, 4.03 and 4.04, any other legally available means of Transfertransfer; provided, however, ---------- provided that the conditions specified in no event may any Stockholder Transfer Restricted Securities pursuant to this clause (ivb) to any Person (or an Affiliate of such Person) which competes materially and directly with the Company in a material service line and market of the Company (but no bank, insurance company or other similar institutional investor shall be deemed to be such a competitor); and provided have ---------- been satisfied without any further that no Management Stockholder may Transfer action or evidence if the holder of any Restricted Securities except shall deliver to the Company a written notice stating that the holder is transferring Restricted Securities to an Affiliate of a Purchaser, provided that the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the provisions contained in this Section 5; provided further, that --------- this Section 5 shall not limit the right of each TCW/Crescent Lender to pledge --------- Restricted Securities held by it to a Permitted Transferee or in connection with a Transfer trustee for the benefit of secured noteholders pursuant to Sections 4.02 (as a Participating Tag-along Stockholder (as defined therein)) or 4.04documents relating to the financing of such TCW/Crescent Lender. (b) In connection with the Transfer transfer of any Restricted Securities (other than a Transfer transfer described in subparagraph (a)(iSections 5(a)(i) or (ii) above), ---------------- -- the holder thereof will shall deliver written notice to the Company describing in reasonable detail the Transfer transfer or proposed Transfertransfer, together with an opinion (reasonably acceptable in form and substance to the Company) of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ or other counsel (which may be in-house counsel) which (to the Company’s 's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such Transfer transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ or such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act or any applicable state securities lawslegend set forth in Section 8C. If the Company ---------- is not required to deliver new certificates for such Restricted Securities not bearing such legend, and with written confirmation from the holder thereof shall not transfer the same until the prospective transferee of has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Agreement Section and the other restrictions on Transfer imposed by the Securities Act or any applicable state securities laws; provided, however, that no such opinion of counsel shall be required for a distribution of Restricted Securities by a partnership to all its partners, to a liquidating trust for the benefit of its partners, to a retired partner of such partnership who retires after the date of this Agreement, or to the estate of any such partner or retired person, by a limited liability company to its members, or by a Stockholder to an Affiliate.Section 8C. ---------- (c) It shall be a condition to Upon the Transfer request of any Restricted Securities that the transferee thereof (including, without limitation, a Permitted Transferee) agrees to be bound by the provisions of this Agreement by executing a Transferee Agreement in the form of Annex I hereto, and upon such Transfer shall be a Stockholder for all purposes hereunder. Upon execution and delivery of a Transferee AgreementPurchaser, the Company agrees shall promptly supply to effect such Purchaser or its prospective transferees all information regarding the re-registration of any transferred Shares in the name of such transferee (upon submission of certificates for the Shares Company required to be transferred, accompanied by properly completed delivered in connection with a transfer pursuant to Rule 144A of the Securities and executed stock powers)Exchange Commission.

Transfer of Restricted Securities. (ai) Restricted Securities are transferable (i) only pursuant to (a) public offerings registered under the Securities Act, (iib) pursuant to Rule 144 or Rule 144A of the Securities and Exchange Commission (except pursuant to Rule 144(k) if the Company’s shares have not become publicly tradedor any similar rule or rules then in force) if such rule is available, and (iiic) subject to the conditions specified in paragraph subparagraph (bii) below, to a Permitted Transferee, and (iv) subject to the conditions specified in paragraphs (b) and (c) below and in Sections 4.02, 4.03 and 4.04, any other legally available means of Transfer; provided, however, that in no event may any Stockholder Transfer Restricted Securities pursuant to this clause (iv) to any Person (or an Affiliate of such Person) which competes materially and directly with the Company in a material service line and market of the Company (but no bank, insurance company or other similar institutional investor shall be deemed to be such a competitor); and provided further that no Management Stockholder may Transfer Restricted Securities except to a Permitted Transferee or in connection with a Transfer pursuant to Sections 4.02 (as a Participating Tag-along Stockholder (as defined therein)) or 4.04transfer. (bii) In connection with the Transfer transfer of any Restricted Securities (other than a Transfer transfer described in subparagraph (a)(i5(i)(a) or (iib) above), the holder thereof will shall (unless such requirement is waived in writing by the Company) deliver written notice to the Company describing in reasonable detail the Transfer transfer or proposed Transfertransfer, together with an opinion (reasonably acceptable in form and substance to the Company) of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ or other counsel (which may be in-house counsel) which (to the Company’s 's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such Transfer transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ or such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act or any applicable state securities lawslegend set forth in paragraph 9C. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, and with written confirmation from the holder thereof shall not transfer the same until the prospective transferee of has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Agreement subparagraph and paragraph 9C. (iii) Upon the other restrictions on Transfer imposed by the Securities Act or request of any applicable state securities laws; provided, however, that no such opinion of counsel shall be required for a distribution holder of Restricted Securities by a partnership which are eligible for sale pursuant to all its partners, Rule 144(k) together with the delivery to a liquidating trust for the benefit Company of its partners, to a retired partner an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ or such other counsel that no subsequent transfer of such partnership who retires after the date of this Agreement, or to the estate of any such partner or retired person, by a limited liability company to its members, or by a Stockholder to an Affiliate. (c) It shall be a condition to the Transfer of any Restricted Securities that shall require registration under the transferee thereof (including, without limitation, a Permitted Transferee) agrees to be bound by the provisions of this Agreement by executing a Transferee Agreement in the form of Annex I hereto, and upon such Transfer shall be a Stockholder for all purposes hereunder. Upon execution and delivery of a Transferee AgreementSecurities Act, the Company agrees promptly to effect shall remove the re-registration of any transferred Shares in foregoing legend from the name of such transferee (upon submission of certificates for the Shares to be transferred, accompanied by properly completed and executed stock powers)such holder's Restricted Securities.

Transfer of Restricted Securities. (a) Restricted Securities are transferable only pursuant to (i) pursuant to public offerings registered under the Securities Act, (ii) pursuant to Rule 144 or Rule 144A of the Securities and Exchange Commission (except pursuant to Rule 144(k) if the Company’s shares have not become publicly tradedor any similar rule or rules then in force) if such rule is available, available and (iii) subject to the conditions specified in paragraph (bSection 3(b) below, to a Permitted Transferee, and (iv) subject to the conditions specified in paragraphs (b) and (c) below and in Sections 4.02, 4.03 and 4.04, any other legally available means of Transfer; provided, however, that in no event may any Stockholder Transfer Restricted Securities pursuant to this clause (iv) to any Person (or an Affiliate of such Person) which competes materially and directly with the Company in a material service line and market of the Company (but no bank, insurance company or other similar institutional investor shall be deemed to be such a competitor); and provided further that no Management Stockholder may Transfer Restricted Securities except to a Permitted Transferee or in connection with a Transfer pursuant to Sections 4.02 (as a Participating Tag-along Stockholder (as defined therein)) or 4.04transfer. (b) In connection with the Transfer transfer of any Restricted Securities (other than a Transfer transfer described in subparagraph clause (a)(ii) or (ii) of Section 3(a) above), the holder thereof will shall deliver written notice to the Company describing in reasonable detail the Transfer transfer or proposed Transfertransfer, together with an opinion (reasonably acceptable in form and substance to the Company) of counsel (which may be in-house counsel) which (to the Company’s reasonable satisfaction) is knowledgeable in securities law matters to the effect that such Transfer transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act or any applicable state securities lawslegend set forth in Section 4 below. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, and with written confirmation from the holder thereof shall not transfer the same until the prospective transferee of has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Agreement Section 3 and the other restrictions on Transfer imposed by the Securities Act or any applicable state securities laws; provided, however, that no such opinion of counsel shall be required for a distribution of Restricted Securities by a partnership to all its partners, to a liquidating trust for the benefit of its partners, to a retired partner of such partnership who retires after the date of this Agreement, or to the estate of any such partner or retired person, by a limited liability company to its members, or by a Stockholder to an AffiliateSection 4 below. (c) It shall be a condition to Upon the Transfer request of any Restricted Securities that the transferee thereof (including, without limitation, a Permitted Transferee) agrees to be bound by the provisions of this Agreement by executing a Transferee Agreement in the form of Annex I hereto, and upon such Transfer shall be a Stockholder for all purposes hereunder. Upon execution and delivery of a Transferee AgreementPurchaser, the Company agrees shall promptly supply to effect the re-registration Purchaser or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission. (d) Upon the request of any transferred Shares in holder of Restricted Securities, the name of such transferee (upon submission of Company shall remove the foregoing legend from the certificates for such holder's Restricted Securities; provided that such Restricted Securities are eligible for sale pursuant to Rule 144(k) of the Shares to be transferred, accompanied by properly completed Securities and executed stock powers)Exchange Commission.

Transfer of Restricted Securities. (a) Each Selling Party covenants and agrees that, for a period of one year from and after the Closing Date, it shall not, directly or indirectly, offer, sell, dispose of or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any Buyer Common Stock that is part of the Purchase Price and any securities issued with respect to such securities by way of a stock dividend or a stock split or in connection with a combination of shares, recapitalization, share exchange, merger, consolidation or other reorganization. (b) Restricted Securities are transferable only pursuant to (i) pursuant to public offerings registered under the Securities Act, (ii) pursuant to Rule 144 (except pursuant to or Rule 144(k) if 144A of the Company’s shares have not become publicly traded) Securities and Exchange Commission if such rule is available, available and (iii) subject to the conditions specified in paragraph (bSection 7.3(c) below, to a Permitted Transferee, and (iv) subject to the conditions specified in paragraphs (b) and (c) below and in Sections 4.02, 4.03 and 4.04, any other legally available means of Transfer; providedtransfer. In addition, however, that in no event may the transfer of any Stockholder Transfer Restricted Securities pursuant shares of Buyer Common Stock issued hereunder (including any securities issued with respect to this clause (iv) to any Person (such securities by way of a stock dividend or an Affiliate of such Person) which competes materially and directly with the Company in a material service line and market of the Company (but no bank, insurance company or other similar institutional investor shall be deemed to be such a competitor); and provided further that no Management Stockholder may Transfer Restricted Securities except to a Permitted Transferee stock split or in connection with a Transfer pursuant combination of shares, recapitalization, share exchange, merger, consolidation or other reorganization) held by any Selling Party that is employed by Buyer or its Affiliates shall be subject to Sections 4.02 (Buyer’s trading policies, as a Participating Tag-along Stockholder (as defined therein)) or 4.04the same may be modified from time to time in Buyer’s sole discretion. (bc) In connection with the Transfer transfer of any and Restricted Securities (other than a Transfer transfer described in subparagraph clause (a)(ii) or (ii) of Section 7.3(b) above), the holder thereof will shall deliver written notice to the Company Buyer describing in reasonable detail the Transfer transfer or proposed Transfertransfer, together with an opinion (of counsel, reasonably acceptable in form and substance satisfactory to the Company) of counsel (which may be in-house counsel) which (to the Company’s reasonable satisfaction) Buyer, that is knowledgeable in securities law matters matters, to the effect that such Transfer transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of Restricted Securities delivers to Buyer an opinion of counsel, reasonably satisfactory to Buyer, that is knowledgeable in securities law matters, that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, Buyer shall promptly upon such completed transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act or any applicable state securities lawslegend set forth in Section 7.3(d). If Buyer is not required to deliver new certificates for such Restricted Securities not bearing such legend, and with written confirmation from the holder thereof shall not transfer the same until the prospective transferee of has confirmed to Buyer in writing its agreement to be bound by the conditions contained in this Agreement Section 7.3. (d) Each certificate or instrument representing Restricted Securities shall be imprinted with a legend substantially in the following form: “The securities represented by this certificate were originally issued on ___________, 2010, and have not been registered under the Securities Act of 1933, as amended. The transfer of the securities represented by this certificate is subject to the conditions specified in the Unit Purchase Agreement, dated as of ___________, 2010 and as amended and modified from time to time, between the issuer (the “Company”) and certain selling parties and others. The Company reserves the right to refuse transfer of such securities until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge.” (e) For purposes of this Agreement, “Restricted Securities” means (i) any shares of Buyer Common Stock that are part of the Closing Stock Consideration and (ii) any securities issued with respect to such securities referred to in clause(i) above by way of a stock dividend or a stock split or in connection with a combination of shares, recapitalization, share exchange, merger, consolidation or other restrictions reorganization. As to any particular Restricted Securities, such securities shall cease to be Restricted Securities when they have (a) been effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, (b) been distributed to the public through a broker, dealer or market maker on Transfer imposed by a securities exchange or in the over the counter market pursuant to Rule 144 under the Securities Act or any applicable state securities laws; provided, however, that no such opinion of counsel shall be required for a distribution of Restricted Securities by a partnership to all its partners, to a liquidating trust for the benefit of its partners, to a retired partner of such partnership who retires after the date of this Agreement, or to the estate of any such partner or retired person, by a limited liability company to its members, or by a Stockholder to an Affiliate. (c) It shall be a condition to the Transfer of any Restricted Securities that the transferee thereof (including, without limitation, a Permitted Transferee) agrees to be bound by the provisions of this Agreement by executing a Transferee Agreement in the form of Annex I hereto, been otherwise transferred and upon such Transfer shall be a Stockholder for all purposes hereunder. Upon execution and delivery of a Transferee Agreement, the Company agrees promptly to effect the re-registration of any transferred Shares in the name of such transferee (upon submission of new certificates for them not bearing the Shares to be transferred, accompanied Securities Act legend set forth in Section 7.3(d) have been delivered by properly completed and executed stock powersBuyer in accordance with Section 7.3(c).

Transfer of Restricted Securities. (ai) Restricted Securities (as herein defined) are transferable (i) pursuant to (A) public offerings registered under the Securities Act, (iiB) pursuant to Rule 144 of the Securities Act (except pursuant to Rule 144(k) if the Company’s shares have not become publicly tradedor any similar rule then in force) if such rule is available, available and (iiiC) subject to the conditions specified in paragraph (bSection 9(a)(ii) below, to a Permitted Transferee, and (iv) subject to the conditions specified in paragraphs (b) and (c) below and in Sections 4.02, 4.03 and 4.04hereof, any other legally available means of Transfer; provided, however, that in no event may any Stockholder Transfer Restricted Securities pursuant to this clause (iv) to any Person (or an Affiliate of such Person) which competes materially and directly with the Company in a material service line and market of the Company (but no bank, insurance company or other similar institutional investor shall be deemed to be such a competitor); and provided further that no Management Stockholder may Transfer Restricted Securities except to a Permitted Transferee or in connection with a Transfer pursuant to Sections 4.02 (as a Participating Tag-along Stockholder (as defined therein)) or 4.04transfer. (bii) In connection with the Transfer transfer of any Restricted Securities (other than a Transfer transfer described in subparagraph clause (a)(iA) or (iiB) aboveof Section 9(a)(i) hereof), the holder thereof will shall deliver written notice to the Company EPII describing in reasonable detail the Transfer transfer or proposed Transfertransfer, together with an opinion (information as to such holder's compliance with applicable securities laws as reasonably acceptable in form and substance to the Company) of counsel (which may be in-house counsel) which (to the Company’s reasonable satisfaction) is knowledgeable requested by EPII, and such transfer only shall be made in securities law matters to the effect that such Transfer of Restricted Securities may be effected without registration under compliance with the Securities Act or and any applicable state securities laws. EPII shall cooperate in connection with any such transfer, and including providing such information to any holder of Restricted Securities or such holder's proposed transferee as may be necessary to satisfy the requirements of Rule 144A of the Securities Act in connection with written confirmation from any transfer to a "Qualified Institutional Buyer" under such rule. Upon any transfer, the transferee shall, to the extent of such transfer, be entitled to exercise the rights hereunder of the person making such transfer. To the extent the holder of the Restricted Securities complies with the first sentence of this Section 9(a)(ii), EPII shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in Section 9(b) hereof unless such legend is still required. If EPII is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee of has confirmed to EPII in writing its agreement to be bound by the conditions contained in this Agreement paragraph and the other restrictions on Transfer imposed by the Securities Act or any applicable state securities laws; provided, however, that no such opinion of counsel shall be required for a distribution of Restricted Securities by a partnership to all its partners, to a liquidating trust for the benefit of its partners, to a retired partner of such partnership who retires after the date of this Agreement, or to the estate of any such partner or retired person, by a limited liability company to its members, or by a Stockholder to an AffiliateSection 9(b) hereof. (c) It shall be a condition to the Transfer of any Restricted Securities that the transferee thereof (including, without limitation, a Permitted Transferee) agrees to be bound by the provisions of this Agreement by executing a Transferee Agreement in the form of Annex I hereto, and upon such Transfer shall be a Stockholder for all purposes hereunder. Upon execution and delivery of a Transferee Agreement, the Company agrees promptly to effect the re-registration of any transferred Shares in the name of such transferee (upon submission of certificates for the Shares to be transferred, accompanied by properly completed and executed stock powers).

Transfer of Restricted Securities. (a) The Purchaser will not sell or transfer all or any part of the Restricted Securities are transferable unless or until, as the case may be, (i) pursuant it shall have given written notice to public offerings registered the issuer of such Restricted Securities (in such capacity, the "Issuer") describing such sale or transfer, (ii) shall have furnished to the Issuer an opinion, reasonably satisfactory to counsel for the Issuer, of counsel skilled in securities matters (selected by the Purchaser and reasonably satisfactory to the Issuer) to the effect that the proposed sale or transfer may be made without registration under the Securities Act, (iiiii) it shall (A) cause each transferee of its rights under the Restricted Securities or any interest therein to enter into a written agreement pursuant to Rule 144 (except pursuant which such transferee shall agree to Rule 144(k) if be bound by the Company’s shares have not become publicly traded) if such rule is availablerestrictions on transferability set forth in this Section 5.2, (iii) subject to and Section 5.3 hereof and, in the conditions specified in paragraph (b) belowcase of the Notes, to a Permitted TransfereeSection 5.4 hereof, and (ivB) subject promptly deliver 37 39 a copy of such agreement to the conditions specified in paragraphs (b) Issuer and (c) below and in Sections 4.02, 4.03 and 4.04, any other legally available means provide the Issuer the address of Transfersuch transferee; provided, however, that the foregoing clauses (i) through (iii) shall not apply with respect to any such sale or transfer of the Restricted Securities in no event may any Stockholder Transfer an underwritten public offering of the Restricted Securities pursuant to this clause an effective registration statement under the Securities Act, if such sale or transfer is made in accordance with the plan of distribution set forth therein; and provided, further, that the foregoing clauses (ivi) through (iii) shall not apply with respect to any Person (such sale or an Affiliate transfer of the Restricted Securities by the Purchaser to any of its Affiliates. In addition, if the holder of the Restricted Securities delivers to the Issuer satisfactory opinion of such Person) which competes materially and directly with the Company in a material service line and market of the Company (but no bank, insurance company or other similar institutional investor shall be deemed to be such a competitor); and provided further counsel that no Management Stockholder may Transfer subsequent transfer of such Restricted Securities except to a Permitted Transferee or in connection with a Transfer pursuant to Sections 4.02 (as a Participating Tag-along Stockholder (as defined therein)) or 4.04. (b) In connection with the Transfer of any Restricted Securities (other than a Transfer described in subparagraph (a)(i) or (ii) above), the holder thereof will deliver written notice to the Company describing in reasonable detail the Transfer or proposed Transfer, together with an opinion (reasonably acceptable in form and substance to the Company) of counsel (which may be in-house counsel) which (to the Company’s reasonable satisfaction) is knowledgeable in securities law matters to the effect that such Transfer of Restricted Securities may be effected without require registration under the Securities Act or any applicable state securities lawsAct, and with written confirmation from the prospective transferee of its agreement to be bound by the conditions contained in this Agreement and the other restrictions on Transfer imposed by Issuer will promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act or any applicable state securities laws; provided, however, that no such opinion of counsel shall be required for a distribution of Restricted Securities by a partnership to all its partners, to a liquidating trust for the benefit of its partners, to a retired partner of such partnership who retires after the date of this Agreement, or to the estate of any such partner or retired person, by a limited liability company to its members, or by a Stockholder to an Affiliatelegend described in Section 5.3 hereof. (c) It shall be a condition to the Transfer of any Restricted Securities that the transferee thereof (including, without limitation, a Permitted Transferee) agrees to be bound by the provisions of this Agreement by executing a Transferee Agreement in the form of Annex I hereto, and upon such Transfer shall be a Stockholder for all purposes hereunder. Upon execution and delivery of a Transferee Agreement, the Company agrees promptly to effect the re-registration of any transferred Shares in the name of such transferee (upon submission of certificates for the Shares to be transferred, accompanied by properly completed and executed stock powers).

Transfer of Restricted Securities. (ai) In addition to the transfer restrictions contained in Article X of this Agreement, Restricted Securities are transferable (i) only pursuant to public offerings registered under (A) Public Offerings, (B) Rule 144 of the Securities Act, and Exchange Commission (ii) pursuant to Rule 144 (except pursuant to Rule 144(k) if the Company’s shares have not become publicly tradedor any similar rule or rules then in force) if such rule is available, or rules are available and (iiiC) subject to the conditions specified in paragraph clause (bii) below, to a Permitted Transferee, and (iv) subject to the conditions specified in paragraphs (b) and (c) below and in Sections 4.02, 4.03 and 4.04, any other legally available means of Transfer; provided, however, that in no event may any Stockholder Transfer Restricted Securities pursuant to this clause (iv) to any Person (or an Affiliate of such Person) which competes materially and directly with the Company in a material service line and market of the Company (but no bank, insurance company or other similar institutional investor shall be deemed to be such a competitor); and provided further that no Management Stockholder may Transfer Restricted Securities except to a Permitted Transferee or in connection with a Transfer pursuant to Sections 4.02 (as a Participating Tag-along Stockholder (as defined therein)) or 4.04transfer. (bii) In connection with the Transfer transfer of any Restricted Securities (other than a Transfer transfer described in subparagraph (a)(iSection 6.8(c)(i)(A) or (ii) aboveand other than a distribution pursuant to the THI Liquidation), the holder thereof will shall deliver written notice to the Company LLC describing in reasonable detail the Transfer transfer or proposed Transfertransfer, together (except in the case of a transfer described in Section 6.8(c)(i)(B)) with an opinion (reasonably acceptable in form and substance to the Company) of counsel (which may be in-house counsel) which that (to the CompanyLLC’s reasonable satisfaction) is knowledgeable in securities law matters to the effect that such Transfer transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to the LLC an opinion of such counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the LLC shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that do not bear the Securities Act or any applicable state securities lawslegend set forth in Section 10.7(b). If the LLC is not required to deliver new certificates for such Restricted Securities not bearing such legend, and with written confirmation from the holder thereof shall not transfer the same until the prospective transferee of has confirmed to the LLC in writing its agreement to be bound by the conditions contained in this Agreement Section 6.8(c) and the other restrictions on Transfer imposed by the Securities Act or any applicable state securities laws; provided, however, that no such opinion of counsel shall be required for a distribution of Restricted Securities by a partnership to all its partners, to a liquidating trust for the benefit of its partners, to a retired partner of such partnership who retires after the date of this Agreement, or to the estate of any such partner or retired person, by a limited liability company to its members, or by a Stockholder to an AffiliateSection 10.7(b). (ciii) It shall be Upon the request of THI (in the case of a condition request prior to the Transfer THI Liquidation) or an Investor Member (in the case of any Restricted Securities that a request following the transferee thereof (includingTHI Liquidation), without limitation, a Permitted Transferee) agrees the LLC shall promptly supply to such Investor Member or its prospective transferees all information regarding the LLC required to be bound by delivered in connection with a transfer pursuant to Rule 144A of the provisions of this Agreement by executing a Transferee Agreement in the form of Annex I hereto, Securities and upon such Transfer shall be a Stockholder for all purposes hereunder. Upon execution and delivery of a Transferee Agreement, the Company agrees promptly to effect the re-registration of any transferred Shares in the name of such transferee (upon submission of certificates for the Shares to be transferred, accompanied by properly completed and executed stock powers)Exchange Commission.

Transfer of Restricted Securities. (a) Restricted Securities are transferable only pursuant to (i) pursuant to public offerings registered under the Securities Act, (ii) pursuant to Rule 144 or Rule 144A of the Securities and Exchange Commission (except pursuant to Rule 144(k) if the Company’s shares have not become publicly tradedor any similar rule or rules then in force) if such rule is available, available and (iii) subject to the conditions specified in paragraph (bSection 3(b) below, to a Permitted Transferee, and (iv) subject to the conditions specified in paragraphs (b) and (c) below and in Sections 4.02, 4.03 and 4.04, any other legally available means of Transfer; provided, however, that in no event may any Stockholder Transfer Restricted Securities pursuant to this clause (iv) to any Person (or an Affiliate of such Person) which competes materially and directly with the Company in a material service line and market of the Company (but no bank, insurance company or other similar institutional investor shall be deemed to be such a competitor); and provided further that no Management Stockholder may Transfer Restricted Securities except to a Permitted Transferee or in connection with a Transfer pursuant to Sections 4.02 (as a Participating Tag-along Stockholder (as defined therein)) or 4.04transfer. (b) In connection with the Transfer transfer of any Restricted Securities (other than a Transfer transfer described in subparagraph clause (a)(ii) or (ii) of Section 3(a) above), the holder thereof will shall deliver written notice to the Company describing in reasonable detail the Transfer transfer or proposed Transfertransfer, together with an opinion (of counsel reasonably acceptable in form and substance satisfactory to the Company) of counsel (which may be in-house counsel) which (to the Company’s reasonable satisfaction) is knowledgeable in securities law matters Company to the effect that such Transfer transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of counsel reasonably satisfactory to the Company that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act or any applicable state securities lawslegend set forth in Section 4(d) below. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, and with written confirmation from the holder thereof shall not transfer the same until the prospective transferee of has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Agreement Section 3 and the other restrictions on Transfer imposed by the Securities Act or any applicable state securities laws; provided, however, that no such opinion of counsel shall be required for a distribution of Restricted Securities by a partnership to all its partners, to a liquidating trust for the benefit of its partners, to a retired partner of such partnership who retires after the date of this Agreement, or to the estate of any such partner or retired person, by a limited liability company to its members, or by a Stockholder to an AffiliateSection 4 below. (c) It shall be a condition to Upon the Transfer request of any Restricted Securities that the transferee thereof (including, without limitation, a Permitted Transferee) agrees to be bound by the provisions of this Agreement by executing a Transferee Agreement in the form of Annex I hereto, and upon such Transfer shall be a Stockholder for all purposes hereunder. Upon execution and delivery of a Transferee AgreementPurchaser, the Company agrees shall promptly supply to effect such Purchaser or its prospective transferees all information regarding the re-registration Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission. (d) Upon the request of any transferred Shares in holder of Restricted Securities, the name of such transferee (upon submission of Company shall remove the foregoing legend from the certificates for such holder's Restricted Securities; provided that such Restricted Securities are eligible for sale pursuant to Rule 144(k) of the Shares to be transferred, accompanied by properly completed Securities and executed stock powers)Exchange Commission.

Transfer of Restricted Securities. (a) Restricted Securities are transferable only pursuant to (i) pursuant to public offerings registered under the Securities Act, (ii) pursuant to Rule 144 or Rule 144A of the Securities and Exchange Commission (except pursuant to Rule 144(k) if the Company’s shares have not become publicly tradedor any similar rule or rules then in force) if such rule is available, available and (iii) subject to the conditions specified in paragraph subparagraph (b) below, to a Permitted Transferee, and (iv) subject to the conditions specified in paragraphs (b) and (c) below and in Sections 4.02, 4.03 and 4.04, any other legally available means of Transfer; provided, however, that in no event may any Stockholder Transfer Restricted Securities pursuant to this clause (iv) to any Person (or an Affiliate of such Person) which competes materially and directly with the Company in a material service line and market of the Company (but no bank, insurance company or other similar institutional investor shall be deemed to be such a competitor); and provided further that no Management Stockholder may Transfer Restricted Securities except to a Permitted Transferee or in connection with a Transfer pursuant to Sections 4.02 (as a Participating Tag-along Stockholder (as defined therein)) or 4.04transfer. (b) In connection with the Transfer transfer of any Restricted Securities (other than a Transfer transfer described in subparagraph clause (a)(ii) or (ii) of subparagraph (a) above), the holder thereof will shall deliver written notice to the Company describing in reasonable detail the Transfer transfer or proposed Transfertransfer, together with an opinion (reasonably acceptable in form and substance to the Company) of counsel (which may be in-house counsel) which (to the Company’s 's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such Transfer transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver new certificates or instruments, as the case may be, for such Restricted Securities which do not bear the Securities Act legend set forth in SECTION 6.1 above. If the Company is not required to deliver new certificate or any applicable state securities lawsinstruments, and with written confirmation from as the case may be, for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee of has confirmed to the Company in writing its agreement to be bound by the conditions conditioned contained in this Agreement and the other restrictions on Transfer imposed by the Securities Act or any applicable state securities laws; provided, however, that no such opinion of counsel shall be required for a distribution of Restricted Securities by a partnership to all its partners, to a liquidating trust for the benefit of its partners, to a retired partner of such partnership who retires after the date of this Agreement, or to the estate of any such partner or retired person, by a limited liability company to its members, or by a Stockholder to an AffiliateSECTION 6.2. (c) It Upon the request of a holder of Restricted Securities, the Company shall promptly supply to such holder or such holder's prospective transferees all information regarding the Company required to be delivered in connection with a condition transfer pursuant to Rule 144 or 144A of the Transfer of Securities and Exchange Commission. (d) If any Restricted Securities that the transferee thereof (including, without limitation, a Permitted Transferee) agrees become eligible for sale pursuant to be bound by the provisions of this Agreement by executing a Transferee Agreement in the form of Annex I hereto, and upon such Transfer shall be a Stockholder for all purposes hereunder. Upon execution and delivery of a Transferee AgreementRule 144(k), the Company agrees promptly to effect shall, upon the re-registration request of any transferred Shares in the name holder of such transferee (upon submission of Restricted Securities, remove the legend set forth in SECTION 6.1 from the certificates for or instruments, as the Shares to be transferredcase may be, accompanied by properly completed and executed stock powers)representing such Restricted Securities.

Transfer of Restricted Securities. (a) Restricted Securities are transferable (i) only pursuant to (A) public offerings registered under the Securities Act, (iiB) pursuant to Rule 144 under the Securities Act (except pursuant to Rule 144(k) if the Company’s shares have not become publicly tradedor any similar rule or rules then in force) if such rule is available, available and (iiiC) subject to the conditions specified in paragraph subsection (b) below, to a Permitted Transferee, and (iv) subject to the conditions specified in paragraphs (b) and (c) below and in Sections 4.02, 4.03 and 4.04, any other legally available means of Transfer; provided, however, that in no event may any Stockholder Transfer Restricted Securities pursuant to this clause (iv) to any Person (or an Affiliate of such Person) which competes materially and directly with the Company in a material service line and market of the Company (but no bank, insurance company or other similar institutional investor shall be deemed to be such a competitor); and provided further that no Management Stockholder may Transfer Restricted Securities except to a Permitted Transferee or in connection with a Transfer pursuant to Sections 4.02 (as a Participating Tag-along Stockholder (as defined therein)) or 4.04transfer. (b) In connection with the Transfer transfer of any Restricted Securities (other than a Transfer transfer described in subparagraph clauses (a)(iA) or (iiB) of subsection (a) above), the holder thereof will shall deliver written notice to the Company describing in reasonable detail the Transfer transfer or proposed Transfertransfer, together with an opinion (reasonably acceptable in form and substance to the Company) of Kirk▇▇▇▇ & ▇lli▇ ▇▇ other counsel (which may be in-house counsel) which (to the Company’s 's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such Transfer transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Kirk▇▇▇▇ & ▇lli▇ ▇▇ such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act or any applicable state securities lawslegend set forth in Section 9.10(d). If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, and with written confirmation from the holder thereof shall not transfer the same until the prospective transferee of has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Agreement Section 9.10(b) and the other restrictions on Transfer imposed by the Securities Act or any applicable state securities laws; provided, however, that no such opinion of counsel shall be required for a distribution of Restricted Securities by a partnership to all its partners, to a liquidating trust for the benefit of its partners, to a retired partner of such partnership who retires after the date of this Agreement, or to the estate of any such partner or retired person, by a limited liability company to its members, or by a Stockholder to an AffiliateSection 9.10(e). (c) It If any Restricted Securities become eligible for sale pursuant to Rule 144(k), the Company shall, upon the request of the holder of such Restricted Securities, remove the legend set forth in Section 9.10(d) from the certificates for such Restricted Securities. (d) Each certificate or instrument representing Restricted Securities shall be imprinted with a condition legend in substantially the following form: "The securities represented by this certificate were originally issued on [the date of issuance] and have not been registered under the Securities Act of 1933, as amended and may not be sold or transferred in the absence of an effective registration statement under such Act or pursuant to an applicable exemption from registration thereunder. The transfer of the securities represented by this certificate is subject to the Transfer conditions specified in the Recapitalization Agreement dated as of August 6, 1999, by and among the issuer (the "Company") and certain other parties, and the Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge." (e) Any transfer or attempted transfer of any Restricted Securities that the transferee thereof (including, without limitation, a Permitted Transferee) agrees to be bound by the provisions in violation of any provision of this Agreement by executing a Transferee Agreement in the form of Annex I heretoshall be void, and upon such Transfer shall be a Stockholder for all purposes hereunder. Upon execution and delivery of a Transferee Agreement, the Company agrees promptly to effect the re-registration of shall not record such transfer on its books or treat any transferred Shares in the name purported transferee of such transferee (upon submission Restricted Securities as the owner of certificates such Restricted Securities for the Shares to be transferred, accompanied by properly completed and executed stock powers)any purpose.

Transfer of Restricted Securities. (a) Luxco and its assignees shall transfer Restricted Securities are transferable only (i) pursuant to public offerings registered under the Securities Act, (ii) pursuant to Rule 144 of the SEC (except pursuant to Rule 144(k) if the Company’s shares have not become publicly tradedor any similar rule or rules then in force) if such rule is or rules are available, (iii) to a person whom the seller reasonably believes is a "Qualified Institutional Buyer" (as defined in Rule 144A), (iv) outside of the United States in an offshore transaction in accordance with Rule 904 of the Securities Act, and (v) subject to the conditions specified in paragraph (bSection 6.9(b) below, to a Permitted Transferee, and (iv) subject to the conditions specified in paragraphs (b) and (c) below and in Sections 4.02, 4.03 and 4.04, any other legally available means of Transfertransfer; provided, however, provided that the conditions specified in no event may Section 6.9(b) shall be deemed to have been satisfied without any Stockholder Transfer further action or evidence if the holder of any Restricted Securities pursuant shall deliver to this clause (iv) Schick a written notice stating that the holder is transferring Re▇▇▇▇▇▇ed Securities to any Person (another Luxco Holder or an Affiliate of such Person) which competes materially and directly with Luxco; provided that the Company holder thereof shall not transfer the same until the prospective transferee has confirmed to Schick in a material service line and market of the Company (but no bank, insurance company or other similar institutional investor shall be deemed writing its agreement to be such a competitor); bound by the provisions con▇▇▇▇▇▇ in this Section 6.9 and provided further that no Management Stockholder may Transfer Restricted Securities except to a Permitted Transferee or in connection with a Transfer pursuant to Sections 4.02 (as a Participating Tag-along Stockholder (as defined therein)) or 4.04Section 6.11. (b) In connection with the Transfer transfer of any Restricted Securities (other than a Transfer transfer described in subparagraph (a)(iSections 6.9(a)(i) or (ii) above), the holder thereof will shall deliver written notice to the Company Schick describing in reasonable detail the Transfer transfer or proposed Transfertran▇▇▇▇, together with an opinion (reasonably acceptable in form and substance to the Company) of counsel (which may be in-house counsel) which (to the Company’s Schick's reasonable satisfaction) is knowledgeable in securities law matters securiti▇▇ ▇▇▇ ▇atters to the effect that such Transfer transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act and any other documentation or certifications as Schick or its transfer agent may reasonably deem necessary under ap▇▇▇▇▇▇le law. In addition, if the holder of the Restricted Securities delivers to Schick an opinion of such counsel that no subsequent transfer of suc▇ ▇▇▇▇ricted Securities shall require registration under the Securities Act upon the receipt by Schick or its transfer agent of any other documentation or certif▇▇▇▇▇▇n as it may reasonably deem necessary under applicable state securities lawslaw, and with written confirmation from Schick shall promptly upon such contemplated transfer deliver new ▇▇▇▇▇▇icates for such Restricted Securities which do not bear the Securities Act legend set forth in Section 6.9(d). If Schick is not required to deliver new certificates for such Restrict▇▇ ▇▇curities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee of has confirmed to Schick in writing its agreement to be bound by the conditions contained contai▇▇▇ ▇▇ this Section 6.9 and in this Agreement and the other restrictions on Transfer imposed by the Securities Act or any applicable state securities laws; provided, however, that no such opinion of counsel shall be required for a distribution of Restricted Securities by a partnership to all its partners, to a liquidating trust for the benefit of its partners, to a retired partner of such partnership who retires after the date of this Agreement, or to the estate of any such partner or retired person, by a limited liability company to its members, or by a Stockholder to an AffiliateSection 6.11. (c) It Upon the request of Luxco, Schick shall promptly supply to Luxco or any subsequent holder of ▇▇▇▇▇k Shares or any of their respective prospective transferee▇ ▇▇▇ information regarding Schick required to be delivered in connection with a transfer pu▇▇▇▇▇▇ to Rule 144A of the Securities Act. For the avoidance of doubt, any such transfer pursuant to Rule 144A shall be a condition subject to the Transfer of any requirements described in Section 6.9(b) above. (d) Each certificate for Restricted Securities that shall be imprinted with a legend in substantially the transferee thereof following form: "The securities represented by this certificate were originally issued on [date of issuance] and have not been registered under the Securities Act of 1933, as amended. The transfer of the securities represented by this certificate is subject to the conditions specified in the Exchange Agreement, dated as of September 22, 2005 by and among the issuer (includingthe "Company") and certain investors, without limitation, a Permitted Transferee) agrees and the Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be bound furnished by the provisions Company to the holder hereof upon written request and without charge. Without limiting the generality of the foregoing, the holder of the securities represented by this Agreement certificate agrees for the benefit of the Company that (A) the securities may be transferred only (I) pursuant to an effective registration statement under the Securities Act, (II) to a person whom the seller reasonably believes is a "Qualified Institutional Buyer" (as defined in Rule 144A of the Securities Act) in a transaction meeting the requirements of Rule 144A, (III) outside of the United States in an offshore transaction in accordance with Rule 904 of the Securities Act, (IV) pursuant to an exemption from registration under the Securities Act provided by executing a Transferee Agreement Rule 144 thereunder (if available) or (V) in any other transactions exempt from the form registration requirements of Annex I heretothe Securities Act, and upon such Transfer shall be a Stockholder for all purposes hereunder. Upon execution (B) the holder will, and delivery each subsequent holder is required to, notify any purchaser of a Transferee Agreement, the Company agrees promptly securities from it of the resale restrictions referred to effect the re-registration of any transferred Shares in the name of such transferee (upon submission of certificates for the Shares to be transferred, accompanied by properly completed and executed stock powers)A) above."

Transfer of Restricted Securities. (ai) Restricted Securities are transferable (i) only pursuant to (a) public offerings registered under the Securities Act, (iib) pursuant to Rule 144 or Rule 144A under the Securities Act (except pursuant to Rule 144(k) if the Company’s shares have not become publicly tradedor any similar rule or rules then in force) if such rule is available, available and (iiic) subject to the conditions specified in paragraph (bSection 8A(ii) below, to a Permitted Transferee, and (iv) subject to the conditions specified in paragraphs (b) and (c) below and in Sections 4.02, 4.03 and 4.04, any other legally available means of Transfer; provided, however, that in no event may any Stockholder Transfer Restricted Securities pursuant to this clause (iv) to any Person (or an Affiliate of such Person) which competes materially and directly with the Company in a material service line and market of the Company (but no bank, insurance company or other similar institutional investor shall be deemed to be such a competitor); and provided further that no Management Stockholder may Transfer Restricted Securities except to a Permitted Transferee or in connection with a Transfer pursuant to Sections 4.02 (as a Participating Tag-along Stockholder (as defined therein)) or 4.04transfer. (bii) In connection with the Transfer transfer of any Restricted Securities (other than a Transfer transfer described in subparagraph clause (a)(ia) or (iib) of subsection (i) above), the holder thereof will shall deliver written notice to the Company describing in reasonable detail the Transfer transfer or proposed Transfertransfer, together with an opinion (reasonably acceptable in form and substance to the Company) of counsel (which may be in-house counsel) which (to the Company’s reasonable satisfaction) is knowledgeable in securities law matters to the effect that such Transfer transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act or any applicable state securities lawslegend set forth in Section 8A(iv) below. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, and with written confirmation from the holder thereof shall not transfer the same until the prospective transferee of has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Agreement Section 8A(ii) and the other restrictions on Transfer imposed by Section 8A(iv). (iii) If any Restricted Securities become eligible for sale pursuant to Rule 144(k) under the Securities Act (or any applicable state securities laws; providedsimilar rule or rules then in force), howeverthe Company shall, that no such opinion upon the request of counsel shall be required for a distribution of Restricted Securities by a partnership to all its partners, to a liquidating trust for the benefit of its partners, to a retired partner holder of such partnership who retires after Restricted Securities, remove the date of this Agreement, or to legend set forth in Section 8A(iv) from the estate of any certificates representing such partner or retired person, by a limited liability company to its members, or by a Stockholder to an AffiliateRestricted Securities. (civ) It Each certificate representing Restricted Securities shall be imprinted with a condition to legend in substantially the Transfer following form: “The securities represented hereby have not been registered under the Securities Act of 1933, as amended or any Restricted Securities that the transferee thereof (including, without limitation, a Permitted Transferee) agrees to state securities or blue sky laws and may not be bound by the provisions of this Agreement by executing a Transferee Agreement transferred in the form absence of Annex I hereto, and upon such Transfer shall be a Stockholder for all purposes hereunder. Upon execution and delivery of a Transferee Agreement, the Company agrees promptly to effect the re-registration of any transferred Shares in the name of such transferee (upon submission of certificates for the Shares to be transferred, accompanied by properly completed and executed stock powers)thereunder or an exemption therefrom.”

Transfer of Restricted Securities. (a) Restricted Securities are transferable pursuant to (i) pursuant to public offerings registered under the Securities Act, (ii) pursuant to a public sale under Rule 144 of the Securities and Exchange Commission (except pursuant to Rule 144(k) if the Company’s shares have not become publicly tradedor any similar rule then in force) if such rule is available, and (iii) subject to the conditions specified in paragraph (b) below, to a Permitted Transferee, and (iv) subject to the conditions specified in paragraphs (b) and (c) below and in Sections 4.02, 4.03 and 4.04, any other legally available means of Transfer; provided, however, that in no event may any Stockholder Transfer Restricted Securities pursuant to this clause (iv) to any Person (or an Affiliate of such Person) which competes materially and directly with the Company in a material service line and market of the Company (but no bank, insurance company or other similar institutional investor shall be deemed to be such a competitor); and provided further that no Management Stockholder may Transfer Restricted Securities except to a Permitted Transferee or in connection with a Transfer pursuant to Sections 4.02 (as a Participating Tag-along Stockholder (as defined therein)) or 4.04transfer. (b) In connection with the Transfer transfer of any Restricted Securities (other than a Transfer transfer described in subparagraph (a)(i) or (ii) aboveabove or a transfer to a Permitted Transferee), the holder Holder thereof will deliver written notice to the Company Corporation describing in reasonable detail the Transfer transfer or proposed Transfertransfer. In connection with such transfer, together with the Corporation shall have the right to receive from the Holder an opinion (of counsel which is reasonably acceptable in form and substance satisfactory to the Company) of counsel (which may be in-house counsel) which (to the Company’s reasonable satisfaction) is knowledgeable in securities law matters Corporation to the effect that such Transfer transfer of Restricted Securities may be effected without registration under the Securities Act or any applicable state securities laws. In addition, and with written confirmation from if the Holder of the Restricted Securities delivers to the Corporation an opinion of counsel that no subsequent transfer of such Restricted Securities will require registration under the Securities Act or any applicable state securities laws, the Corporation will promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in Section 3.05. If the Corporation is required to deliver new certificates for such Restricted Securities bearing such legend, the Holder thereof will not transfer the same until the prospective transferee of has confirmed to the Corporation in writing its agreement to be bound by the conditions contained in this Agreement and the other restrictions on Transfer transfer imposed by the Securities Act or any applicable state securities laws; provided, however, that no such opinion of counsel shall be required for a distribution of Restricted Securities by a partnership to all its partners, to a liquidating trust for the benefit of its partners, to a retired partner of such partnership who retires after the date of this Agreement, or to the estate of any such partner or retired person, by a limited liability company to its members, or by a Stockholder to an Affiliate. (c) It shall be a condition to the Transfer transfer of any shares of Common Stock or any Restricted Securities that the transferee thereof (including, including without limitation, limitation a Permitted Transferee) agrees to be bound by the provisions of this Agreement by executing as if originally a Transferee Agreement in the form of Annex I party hereto, and upon such Transfer shall be a Stockholder for all purposes hereunder. Upon execution and delivery of a Transferee Agreement, the Company agrees promptly to effect the re-registration of any transferred Shares in the name of such transferee (upon submission of certificates for the Shares to be transferred, accompanied by properly completed and executed stock powers).

Transfer of Restricted Securities. (a) Restricted Securities are transferable only pursuant to (i) pursuant to public offerings registered under the Securities Act, (ii) pursuant to Rule 144 or Rule 144A of the Securities and Exchange Commission (except pursuant to Rule 144(k) if the Company’s shares have not become publicly tradedor any similar rule or rules then in force) if such rule is available, or rules are available and (iii) subject to the conditions specified in paragraph subparagraph (b) below, to a Permitted Transferee, and (iv) subject to the conditions specified in paragraphs (b) and (c) below and in Sections 4.02, 4.03 and 4.04, any other legally available means of Transfer; provided, however, that in no event may any Stockholder Transfer Restricted Securities pursuant to this clause (iv) to any Person (or an Affiliate of such Person) which competes materially and directly with the Company in a material service line and market of the Company (but no bank, insurance company or other similar institutional investor shall be deemed to be such a competitor); and provided further that no Management Stockholder may Transfer Restricted Securities except to a Permitted Transferee or in connection with a Transfer pursuant to Sections 4.02 (as a Participating Tag-along Stockholder (as defined therein)) or 4.04transfer. (b) In connection with the Transfer transfer of any Restricted Securities (other than a Transfer transfer described in subparagraph (a)(iSection 4.1 3(a)(i) or (ii) above), the holder thereof will shall deliver written notice to the Company describing in reasonable detail the Transfer transfer or proposed Transfertransfer, together with an opinion (reasonably acceptable in form and substance to the Company) of Reboul, MacMurray, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Kristol or ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ or other counsel (which may be in-house counsel) which (to the Company’s 's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such Transfer transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Reboul, MacMurray, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Kristol or ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ or such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act or any applicable state securities lawslegend set forth in Article III. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, and with written confirmation from the holder thereof shall not transfer the same until the prospective transferee of has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Agreement paragraph and the other restrictions on Transfer imposed by the Securities Act or any applicable state securities laws; provided, however, that no such opinion of counsel shall be required for a distribution of Restricted Securities by a partnership to all its partners, to a liquidating trust for the benefit of its partners, to a retired partner of such partnership who retires after the date of this Agreement, or to the estate of any such partner or retired person, by a limited liability company to its members, or by a Stockholder to an AffiliateArticle III. (c) It shall be a condition to Upon the Transfer request of any Restricted Securities that the transferee thereof (including, without limitation, a Permitted Transferee) agrees to be bound by the provisions of this Agreement by executing a Transferee Agreement in the form of Annex I hereto, and upon such Transfer shall be a Stockholder for all purposes hereunder. Upon execution and delivery of a Transferee AgreementPurchaser, the Company agrees shall promptly supply to effect such Purchaser or its prospective transferees all information regarding the re-registration of any transferred Shares in the name of such transferee (upon submission of certificates for the Shares Company required to be transferred, accompanied by properly completed delivered in connection with a transfer pursuant to Rule 144A of the Securities and executed stock powers)Exchange Commission.

Transfer of Restricted Securities. (ai) Restricted Securities are transferable (i) only pursuant to (a) public offerings registered under the Securities Act, (iib) pursuant to Rule 144 or Rule 144A of the Securities and Exchange Commission (except pursuant to Rule 144(k) if the Company’s shares have not become publicly tradedor any similar rule or rules then in force) if such rule is available, and (iiic) subject to the conditions specified in paragraph subparagraph (bii) below, to a Permitted Transferee, and (iv) subject to the conditions specified in paragraphs (b) and (c) below and in Sections 4.02, 4.03 and 4.04, any other legally available means of Transfer; provided, however, that in no event may any Stockholder Transfer Restricted Securities pursuant to this clause (iv) to any Person (or an Affiliate of such Person) which competes materially and directly with the Company in a material service line and market of the Company (but no bank, insurance company or other similar institutional investor shall be deemed to be such a competitor); and provided further that no Management Stockholder may Transfer Restricted Securities except to a Permitted Transferee or in connection with a Transfer pursuant to Sections 4.02 (as a Participating Tag-along Stockholder (as defined therein)) or 4.04transfer. (bii) In connection with the Transfer transfer of any Restricted Securities (other than a Transfer transfer described in subparagraph (a)(i5(i)(a) or (iib) above), the holder thereof will shall (unless such requirement is waived in writing by the Company) deliver written notice to the Company describing in reasonable detail the Transfer transfer or proposed Transfertransfer, together with an opinion (reasonably acceptable in form and substance to the Company) of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ or other counsel (which may be in-house counsel) which (to the Company’s 's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such Transfer transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ or such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act or any applicable state securities lawslegend set forth in paragraph 8C. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, and with written confirmation from the holder thereof shall not transfer the same until the prospective transferee of has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Agreement subparagraph and paragraph 8C. (iii) Upon the other restrictions on Transfer imposed by the Securities Act or request of any applicable state securities laws; provided, however, that no such opinion of counsel shall be required for a distribution holder of Restricted Securities by a partnership which are eligible for sale pursuant to all its partners, Rule 144(k) together with the delivery to a liquidating trust for the benefit Company of its partners, to a retired partner an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ or such other counsel that no subsequent transfer of such partnership who retires after the date of this Agreement, or to the estate of any such partner or retired person, by a limited liability company to its members, or by a Stockholder to an Affiliate. (c) It shall be a condition to the Transfer of any Restricted Securities that shall require registration under the transferee thereof (including, without limitation, a Permitted Transferee) agrees to be bound by the provisions of this Agreement by executing a Transferee Agreement in the form of Annex I hereto, and upon such Transfer shall be a Stockholder for all purposes hereunder. Upon execution and delivery of a Transferee AgreementSecurities Act, the Company agrees promptly to effect shall remove the re-registration of any transferred Shares in foregoing legend from the name of such transferee (upon submission of certificates for the Shares to be transferred, accompanied by properly completed and executed stock powers)such holder's Restricted Securities.

Transfer of Restricted Securities. (a) Restricted Securities are transferable only pursuant to (i) pursuant to public offerings registered under the Securities Act, (ii) pursuant to Rule 144 of the Securities and Exchange Commission (except pursuant to Rule 144(k) if the Company’s shares have not become publicly tradedor any similar rule or rules then in force) if such rule is available, or rules are available and (iii) subject to the conditions specified in paragraph clause (b) below, to a Permitted Transferee, and (iv) subject to the conditions specified in paragraphs (b) and (c) below and in Sections 4.02, 4.03 and 4.04, any other legally available means of Transfertransfer; provided, however, provided that the conditions specified in no event may any Stockholder Transfer Restricted Securities pursuant to this clause (ivb) to any Person (or an Affiliate of such Person) which competes materially and directly with the Company in a material service line and market of the Company (but no bank, insurance company or other similar institutional investor shall be deemed to be such a competitor); and provided have been satisfied without any further that no Management Stockholder may Transfer action or evidence if the holder of any Restricted Securities except shall deliver to the Company a written notice stating that the holder is transferring Restricted Securities to an Affiliate of a Purchaser, provided that the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the provisions contained in this Section 5; provided further, that this Section 5 shall not limit the right of each TCW/Crescent Lender to pledge Restricted Securities held by it to a Permitted Transferee or in connection with a Transfer trustee for the benefit of secured noteholders pursuant to Sections 4.02 (as a Participating Tag-along Stockholder (as defined therein)) or 4.04documents relating to the financing of such TCW/Crescent Lender. (b) In connection with the Transfer transfer of any Restricted Securities (other than a Transfer transfer described in subparagraph (a)(iSections 5(a)(i) or (ii) above), the holder thereof will shall deliver written notice to the Company describing in reasonable detail the Transfer transfer or proposed Transfertransfer, together with an opinion (reasonably acceptable in form and substance to the Company) of Kirk▇▇▇▇ & ▇lli▇ ▇▇ other counsel (which may be in-house counsel) which (to the Company’s 's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such Transfer transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Kirk▇▇▇▇ & ▇lli▇ ▇▇ such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act or any applicable state securities lawslegend set forth in Section 8C. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, and with written confirmation from the holder thereof shall not transfer the same until the prospective transferee of has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Agreement Section and the other restrictions on Transfer imposed by the Securities Act or any applicable state securities laws; provided, however, that no such opinion of counsel shall be required for a distribution of Restricted Securities by a partnership to all its partners, to a liquidating trust for the benefit of its partners, to a retired partner of such partnership who retires after the date of this Agreement, or to the estate of any such partner or retired person, by a limited liability company to its members, or by a Stockholder to an Affiliate.Section 8C. (c) It shall be a condition to Upon the Transfer request of any Restricted Securities that the transferee thereof (including, without limitation, a Permitted Transferee) agrees to be bound by the provisions of this Agreement by executing a Transferee Agreement in the form of Annex I hereto, and upon such Transfer shall be a Stockholder for all purposes hereunder. Upon execution and delivery of a Transferee AgreementPurchaser, the Company agrees shall promptly supply to effect such Purchaser or its prospective transferees all information regarding the re-registration of any transferred Shares in the name of such transferee (upon submission of certificates for the Shares Company required to be transferred, accompanied by properly completed delivered in connection with a transfer pursuant to Rule 144A of the Securities and executed stock powers)Exchange Commission.

Transfer of Restricted Securities. (ai) Restricted Securities are transferable (i) only pursuant to (a) public offerings registered under the Securities Act, (iib) pursuant to Rule 144 or Rule 144A under the Securities Act (except pursuant to Rule 144(k) if the Company’s shares have not become publicly tradedor any similar rule or rules then in force) if such rule is available, available and (iiic) subject to the conditions specified in paragraph (bSection 12(a)(ii) below, to a Permitted Transferee, and (iv) subject to the conditions specified in paragraphs (b) and (c) below and in Sections 4.02, 4.03 and 4.04, any other legally available means of Transfer; provided, however, that in no event may any Stockholder Transfer Restricted Securities pursuant to this clause (iv) to any Person (or an Affiliate of such Person) which competes materially and directly with the Company in a material service line and market of the Company (but no bank, insurance company or other similar institutional investor shall be deemed to be such a competitor); and provided further that no Management Stockholder may Transfer Restricted Securities except to a Permitted Transferee or in connection with a Transfer pursuant to Sections 4.02 (as a Participating Tag-along Stockholder (as defined therein)) or 4.04transfer. (bii) In connection with the Transfer transfer of any Restricted Securities (other than a Transfer transfer described in subparagraph clause (a)(ia) or (iib) of subsection (i) above), the holder thereof will shall deliver written notice to the Company describing in reasonable detail the Transfer transfer or proposed Transfertransfer, together with an opinion (reasonably acceptable in form and substance to the Company) of counsel (which may be in-house counsel) which (to the Company’s reasonable satisfaction) is knowledgeable in securities law matters to the effect that such Transfer transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act or any applicable state securities lawslegend set forth in Section 12(a)(iv) below. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, and with written confirmation from the holder thereof shall not transfer the same until the prospective transferee of has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Agreement Section 12(a)(ii) and the other restrictions on Transfer imposed by Section 12(a)(iv). (iii) If any Restricted Securities become eligible for sale pursuant to Rule 144(k) under the Securities Act (or any applicable state securities laws; providedsimilar rule or rules then in force), howeverthe Company shall, that no such opinion upon the request of counsel shall be required for a distribution of Restricted Securities by a partnership to all its partners, to a liquidating trust for the benefit of its partners, to a retired partner holder of such partnership who retires after Restricted Securities, remove the date of this Agreement, or to legend set forth in Section 12(a)(iv) from the estate of any certificates representing such partner or retired person, by a limited liability company to its members, or by a Stockholder to an AffiliateRestricted Securities. (civ) It Each certificate representing Restricted Securities shall be imprinted with a condition to legend in substantially the Transfer following form: “The securities represented hereby have not been registered under the Securities Act of 1933, as amended or any Restricted Securities that the transferee thereof (including, without limitation, a Permitted Transferee) agrees to state securities or blue sky laws and may not be bound by the provisions of this Agreement by executing a Transferee Agreement transferred in the form absence of Annex I hereto, and upon such Transfer shall be a Stockholder for all purposes hereunder. Upon execution and delivery of a Transferee Agreement, the Company agrees promptly to effect the re-registration of any transferred Shares in the name of such transferee (upon submission of certificates for the Shares to be transferred, accompanied by properly completed and executed stock powers)thereunder or an exemption therefrom.”

Transfer of Restricted Securities. (a) Restricted Securities are transferable only pursuant to (i) pursuant to public offerings registered under the Securities Act, (ii) pursuant to Rule 144 or Rule 144A of the SEC (except pursuant to Rule 144(k) if the Company’s shares have not become publicly tradedor any similar rule or rules then in force) if such rule is available, available and (iii) subject to the conditions specified in paragraph subparagraph (b) below, to a Permitted Transferee, and (iv) subject to the conditions specified in paragraphs (b) and (c) below and in Sections 4.02, 4.03 and 4.04, any other legally available means of Transfer; provided, however, that in no event may any Stockholder Transfer Restricted Securities pursuant to this clause (iv) to any Person (or an Affiliate of such Person) which competes materially and directly with the Company in a material service line and market of the Company (but no bank, insurance company or other similar institutional investor shall be deemed to be such a competitor); and provided further that no Management Stockholder may Transfer Restricted Securities except to a Permitted Transferee or in connection with a Transfer pursuant to Sections 4.02 (as a Participating Tag-along Stockholder (as defined therein)) or 4.04transfer. (b) In connection with the Transfer transfer of any Restricted Securities (other than a Transfer transfer described in subparagraph clause (a)(ii) or (ii) of subparagraph (a) above), the holder thereof will shall deliver written notice to the Company describing in reasonable detail the Transfer transfer or proposed Transfertransfer, together with an opinion (reasonably acceptable in form and substance to the Company) of counsel (which may be in-house counsel) which (to the Company’s 's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such Transfer transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver new certificates or instruments, as the case may be, for such Restricted Securities which do not bear the Securities Act legend set forth in SECTION 6.1. If the Company is not required to deliver new certificate or any applicable state securities lawsinstruments, and with written confirmation from as the case may be, for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee of has confirmed to the Company in writing its agreement to be bound by the conditions conditioned contained in this Agreement and the other restrictions on Transfer imposed by the Securities Act or any applicable state securities laws; provided, however, that no such opinion of counsel shall be required for a distribution of Restricted Securities by a partnership to all its partners, to a liquidating trust for the benefit of its partners, to a retired partner of such partnership who retires after the date of this Agreement, or to the estate of any such partner or retired person, by a limited liability company to its members, or by a Stockholder to an AffiliateSECTION 6.2. (c) It Upon the request of a holder of Restricted Securities, the Company shall promptly supply to such holder or such holder's prospective transferees all information regarding the Company required to be delivered in connection with a condition transfer pursuant to Rule 144 or 144A of the Transfer of SEC. (d) If any Restricted Securities that the transferee thereof (including, without limitation, a Permitted Transferee) agrees become eligible for sale pursuant to be bound by the provisions of this Agreement by executing a Transferee Agreement in the form of Annex I hereto, and upon such Transfer shall be a Stockholder for all purposes hereunder. Upon execution and delivery of a Transferee AgreementRule 144(k), the Company agrees promptly to effect shall, upon the re-registration request of any transferred Shares in the name holder of such transferee (upon submission of Restricted Securities, remove the legend set forth in SECTION 6.1 from the certificates for or instruments, as the Shares to be transferredcase may be, accompanied by properly completed and executed stock powers)representing such Restricted Securities.

Transfer of Restricted Securities. (ai) Restricted Securities are transferable (i) only pursuant to (a) public offerings registered under the Securities Act, (iib) pursuant to Rule 144 or Rule 144A of the Securities and Exchange Commission (except pursuant to Rule 144(k) if the Company’s shares have not become publicly tradedor any similar rule or rules then in force) if such rule is available, available and (iiic) subject to the conditions specified in paragraph subparagraph (bii) below, to a Permitted Transferee, and (iv) subject to the conditions specified in paragraphs (b) and (c) below and in Sections 4.02, 4.03 and 4.04, any other legally available means of Transfer; provided, however, that in no event may any Stockholder Transfer Restricted Securities pursuant to this clause (iv) to any Person (or an Affiliate of such Person) which competes materially and directly with the Company in a material service line and market of the Company (but no bank, insurance company or other similar institutional investor shall be deemed to be such a competitor); and provided further that no Management Stockholder may Transfer Restricted Securities except to a Permitted Transferee or in connection with a Transfer pursuant to Sections 4.02 (as a Participating Tag-along Stockholder (as defined therein)) or 4.04transfer. (bii) In connection with the Transfer transfer of any Restricted Securities (other than a Transfer transfer described in subparagraph clause (a)(ia) or (iib) of subparagraph (i) above), the holder thereof will shall deliver written notice to the Company Orius describing in reasonable detail the Transfer transfer or proposed Transfertransfer, together with an opinion (reasonably acceptable in form of Kirk▇▇▇▇ & ▇llis, Akerman, Senterfitt & Eids▇▇, ▇▇ite and substance to the Company) of Will▇▇▇▇ ▇▇▇ or other counsel (which may be in-house counsel) which (to the Company’s Orius's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such Transfer transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to Orius an opinion of Kirk▇▇▇▇ & ▇llis, Akerman, Senterfitt & Eids▇▇, ▇▇ite and Will▇▇▇▇ ▇▇▇ or such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, Orius shall promptly upon such contemplated transfer deliver new certificates or instruments, as the case may be, for such Restricted Securities which do not bear the Securities Act legend set forth in Section 10C(v) below. If Orius is not required to deliver new certificates or any applicable state securities lawsinstruments, and with written confirmation from as the case may be, for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee of has confirmed to Orius in writing its agreement to be bound by the conditions contained in this Agreement Section 10C(ii) and Section 10C(v) below. (iii) Upon the other restrictions on Transfer imposed by request of a holder of Restricted Securities, Orius shall promptly supply to such holder or such holder's prospective transferees all information regarding Orius required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission. (iv) If any Restricted Securities become eligible for sale pursuant to Rule 144(k), Orius shall, upon the request of the holder of such Restricted Securities, remove the legend set forth in Section 10C(v) from the certificates or instruments, as the case may be, representing such Restricted Securities. (v) Each certificate or instrument representing Restricted Securities shall be imprinted with a legend in substantially the following form: "The Securities represented hereby have not been registered under the Securities Act of 1933, as amended, or under any state securities laws. Neither this security nor any portion hereof or interest herein may be sold, assigned, transferred, pledged or otherwise disposed of unless the same is registered under said Act and applicable state securities laws; provided, however, that no laws or unless an exemption from such opinion of counsel shall be required for a distribution of Restricted Securities by a partnership to all its partners, to a liquidating trust for registration is available and the benefit of its partners, to a retired partner issuer hereof (the "Company") will have received evidence of such partnership who retires after the date of this Agreement, or exemption reasonably satisfactory to the estate of any such partner or retired person, by a limited liability company to its members, or by a Stockholder to an AffiliateCompany. (c) It shall be a condition to the Transfer of any Restricted Securities that the transferee thereof (including, without limitation, a Permitted Transferee) agrees to be bound by the provisions of this Agreement by executing a Transferee Agreement in the form of Annex I hereto, and upon such Transfer shall be a Stockholder for all purposes hereunder. Upon execution and delivery of a Transferee Agreement, the Company agrees promptly to effect the re-registration of any transferred Shares in the name of such transferee (upon submission of certificates for the Shares to be transferred, accompanied by properly completed and executed stock powers)."

Transfer of Restricted Securities. (ai) Restricted Securities are transferable (i) only pursuant to (a) public offerings registered under the Securities Act, (iib) pursuant to Rule 144 or Rule 144A of the Securities and Exchange Commission (except pursuant to Rule 144(k) if the Company’s shares have not become publicly tradedor any similar rule or rules then in force) if such rule is available, or rules are available and (iiic) subject to the conditions specified in paragraph subparagraph (bii) below, to a Permitted Transferee, and (iv) subject to the conditions specified in paragraphs (b) and (c) below and in Sections 4.02, 4.03 and 4.04, any other legally available means of Transfer; provided, however, that in no event may any Stockholder Transfer Restricted Securities pursuant to this clause (iv) to any Person (or an Affiliate of such Person) which competes materially and directly with the Company in a material service line and market of the Company (but no bank, insurance company or other similar institutional investor shall be deemed to be such a competitor); and provided further that no Management Stockholder may Transfer Restricted Securities except to a Permitted Transferee or in connection with a Transfer pursuant to Sections 4.02 (as a Participating Tag-along Stockholder (as defined therein)) or 4.04transfer. (bii) In connection with the Transfer transfer of any Restricted Securities (other than a Transfer transfer described in subparagraph (a)(i4(i)(a) or (iib) aboveabove or a transfer to an Affiliate of the holder described in Section 7F herein), the holder thereof will shall deliver written notice to the Company describing in reasonable detail the Transfer transfer or proposed Transfertransfer, together with an opinion (reasonably of counsel acceptable in form and substance to the Company) of counsel (which may be in-house counsel) which (to the Company’s reasonable satisfaction) is knowledgeable in securities law matters Company to the effect that such Transfer transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of such counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act or any applicable state securities lawslegend set forth in paragraph 7C. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, and with written confirmation from the holder thereof shall not transfer the same until the prospective transferee of has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Agreement paragraph and paragraph 7C. (iii) Upon the request of the Purchaser, the Company shall promptly supply to the Purchaser or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission. (iv) Notwithstanding anything contained herein to the contrary, except for any transfer pursuant to Section 4(i)(a) or (b) or a transfer to an Affiliate of the holder described in Section 7F herein, if any holder of Investor Stock (the "TRANSFERRING PURCHASER") desires to transfer all or a portion of its Restricted Securities, the Transferring Purchaser shall deliver a written notice (the "OFFER NOTICE") to the Company, and all of the other restrictions on Transfer imposed by holders of Investor Stock (the Securities Act or any applicable state securities laws; provided, however, that no such opinion of counsel "OTHER HOLDERS"). The Offer Notice shall be required for a distribution disclose in reasonable detail the proposed number of Restricted Securities to be transferred and the proposed sale price, terms and conditions of the transfer. Each Other Holder may elect to purchase all or any portion of the Restricted Securities specified in the Offer Notice at the price and on the terms specified therein by a partnership to all its partners, to a liquidating trust for delivering written notice (the benefit of its partners, to a retired partner "REPLY NOTICE") of such partnership who retires election to the Company and each Other Holder as soon as practical but in any event within 20 days after the date delivery of the Offer Notice. If the Other Holders elect to purchase an aggregate number of any type of Restricted Securities greater then the number of such type of Restricted Securities specified in the Offer Notice, such type of Restricted Securities shall be allocated among the Other Holders pro rata based upon the number of shares of Underlying Common Stock owned by each Other Holder desiring to acquire such type of Restricted Securities pursuant to this Agreement, or to Section 4(iv) (but in no event shall the estate pro rata share of any such partner Other Holder result in such Other Holder acquiring a number of any type of Restricted Securities in excess of the number of such Restricted Securities requested by such Other Holder). If the Other Holders have elected to purchase all or retired personany portion of the Restricted Securities from the Transferring Purchaser, by a limited liability company to its members, or by a Stockholder to an Affiliate. (c) It the transfer of such shares shall be consummated as soon as practical after the delivery of the last Reply Notice, but in any event within 40 days after the delivery of either such notice. To the extent that the Other Holders have not elected to purchase all of the Restricted Securities being offered, the Transferring Purchaser may, within 90 days after a condition delivery of the Offer Notice, transfer such Restricted Securities to one or more third parties at a price no less than the price per share specified in the Reply Notice and on other terms no more favorable to the Transfer transferees than offered to the Other Holders. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of any Restricted Securities that the transferee thereof (includingtransaction or, without limitation, a Permitted Transferee) agrees to be bound if mutually agreed upon by the provisions of this Agreement by executing a Transferee Agreement parties, in the form of Annex I hereto, and upon such Transfer shall be a Stockholder for all purposes hereunder. Upon execution and delivery of a Transferee Agreement, the Company agrees promptly to effect the re-registration of any transferred Shares in the name of such transferee (upon submission of certificates for the Shares to be transferred, accompanied by properly completed and executed stock powers)installments over time.

Transfer of Restricted Securities. (a) Restricted Securities are transferable (i) pursuant to public offerings registered under the Securities Act, (ii) pursuant to Rule 144 (except pursuant to Rule 144(k) if the Company’s shares have not become publicly traded) if such rule is available, (iii) subject to the conditions specified in paragraph (b) below, to a Permitted Transferee, and (iv) subject to the conditions specified in paragraphs (b) and (c) below and in Sections 4.02, 4.03 4.2 and 4.044.3, any other legally available means of Transfer; provided, however, that in no event may any Stockholder Transfer Restricted Securities pursuant to this clause (iv) to any Person (or an Affiliate of such Person) which competes materially and directly with the Company in a material service line and market of the Company (but no bank, insurance company or other similar institutional investor shall be deemed to be such a competitor); ) and provided further that no Management Stockholder (v) subject to the conditions specified in paragraph (b) below, a Warrant Investor may Transfer transfer Restricted Securities except to any Person at any time when there exists either (i) an event of default under Section 8.1(a) of the Note Agreement (other than a Permitted Transferee default by the Company in its obligation to purchase all or in connection with a Transfer pursuant to Sections 4.02 portion of the Put Shares (as such term is defined in the Warrant Agreement) in a Participating Tag-along Stockholder circumstance which does not constitute a Put Event Exercise Payment Default (as defined thereinin the Warrant Agreement)) or 4.04Section 8.1(g) of the Note Agreement or (ii) a Put Event Exercise Payment Default. (b) In connection with the Transfer of any Restricted Securities (other than a Transfer described in subparagraph (a)(i) or (ii) above), the holder thereof will deliver written notice to the Company describing in reasonable detail the Transfer or proposed Transfer, together with an opinion (reasonably acceptable in form and substance to the Company) of counsel (which may be in-house counsel) which (to the Company’s reasonable satisfaction) is knowledgeable in securities law matters to the effect that such Transfer of Restricted Securities may be effected without registration under the Securities Act or any applicable state securities laws, and with written confirmation from the prospective transferee of its agreement to be bound by the conditions contained in this Agreement and the other restrictions on Transfer imposed by the Securities Act or any applicable state securities laws; provided, however, that no such opinion of counsel shall be required for a distribution of Restricted Securities by a partnership to all its partners, to a liquidating trust for the benefit of its partners, to a retired partner of such partnership who retires after the date of this Agreement, or to the estate of any such partner or retired person, by a limited liability company to its members, or by a Stockholder to an AffiliateAffiliate or by RFE Investment Partners to a member of its advisory board. (c) It shall be a condition to the Transfer of any Restricted Securities that the transferee thereof (including, without limitation, a Permitted Transferee) agrees to be bound by the provisions of this Agreement by executing a Transferee Agreement in the form of Annex I hereto), and upon such Transfer shall be a Stockholder for all purposes hereunder. Upon execution and delivery of a Transferee Agreement, the Company agrees promptly to effect the re-registration of any transferred Shares in the name of such transferee (upon submission of certificates for the Shares to be transferred, accompanied by properly completed and executed stock powers). (d) Notwithstanding anything herein to the contrary, neither Sellers nor ▇▇▇ ▇▇▇▇▇▇▇ shall be entitled to Transfer Restricted Securities, except to a Permitted Transferee who shall, among other things, agree to be bound by this Section 4.1, prior to January 1, 2003, except pursuant to Sections 4.2 or 4.4.

Transfer of Restricted Securities. (ai) Restricted Securities are transferable (i) only pursuant to (a) public offerings registered under the Securities Act, (iib) pursuant to Rule 144 or Rule 144A of the Securities and Exchange Commission (except pursuant to Rule 144(kor any similar rule or rules then in force) if the Company’s shares have not become publicly traded) if either of such rule rules is available, available and (iiic) subject to the conditions specified in paragraph subparagraph (bii) below, to a Permitted Transferee, and (iv) subject to the conditions specified in paragraphs (b) and (c) below and in Sections 4.02, 4.03 and 4.04, any other legally available means of Transfer; provided, however, that in no event may any Stockholder Transfer Restricted Securities pursuant to this clause (iv) to any Person (or an Affiliate of such Person) which competes materially and directly with the Company in a material service line and market of the Company (but no bank, insurance company or other similar institutional investor shall be deemed to be such a competitor); and provided further that no Management Stockholder may Transfer Restricted Securities except to a Permitted Transferee or in connection with a Transfer pursuant to Sections 4.02 (as a Participating Tag-along Stockholder (as defined therein)) or 4.04transfer. (bii) In connection with the Transfer transfer of any Restricted Securities (other than a Transfer transfer described in subparagraph (a)(i4(i)(a) or (iib) above), the holder thereof will shall deliver written notice to the Company describing in reasonable detail the Transfer transfer or proposed Transfertransfer, together with an opinion (reasonably acceptable in form and substance to the Company) of counsel (which may be in-house counsel) which (to the Company’s 's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such Transfer transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of counsel reasonably acceptable to the Company that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act or any applicable state securities lawslegend set forth in paragraph 7B(i). If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, and with written confirmation from the holder thereof shall not transfer the same until the prospective transferee of has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Agreement paragraph and paragraph 7B (i). (iii) Upon the other restrictions on Transfer imposed by request of the Purchaser, the Company shall promptly supply to the Purchaser or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities Act or any applicable state securities lawsand Exchange Commission; provided, however, that no such opinion of counsel shall be required for a distribution of Restricted Securities any prospective transferees enter into confidentiality agreements reasonably requested by a partnership to all its partners, to a liquidating trust for the benefit of its partners, to a retired partner of such partnership who retires after the date of this Agreement, or to the estate of any such partner or retired person, by a limited liability company to its members, or by a Stockholder to an AffiliateCompany. (civ) It shall be a condition to Upon the Transfer request of any holder of Restricted Securities that the transferee thereof (including, without limitation, a Permitted Transferee) agrees to be bound by the provisions of this Agreement by executing a Transferee Agreement in the form of Annex I hereto, and upon such Transfer shall be a Stockholder for all purposes hereunder. Upon execution and delivery of a Transferee AgreementSecurities, the Company agrees promptly to effect shall remove the re-registration of any transferred Shares in foregoing legend from the name of such transferee (upon submission of certificates for the Shares such holder's Restricted Securities; provided that such Restricted Securities are eligible for sale pursuant to be transferred, accompanied by properly completed and executed stock powersRule 144(k).

Transfer of Restricted Securities. (a) Restricted Securities are transferable only pursuant to (i) pursuant to public offerings registered under the Securities Act, (ii) pursuant to Rule 144 or Rule 144A of the Securities and Exchange Commission (except pursuant to Rule 144(k) if the Company’s shares have not become publicly tradedor any similar rule or rules then in force) if such rule is available, or rules are available and (iii) subject to the conditions specified in paragraph (b) below, to a Permitted Transferee, and (iv) subject to the conditions specified in paragraphs (b) and (c) below and in Sections 4.02, 4.03 and 4.04, any other legally available means of Transfertransfer to a transferee reasonably acceptable to the Company; provided, however, that in no event may any Stockholder Transfer if such transferee is unacceptable to the Company, the holder shall have the right to provide the Company with a 30-day right of first offer to purchase such Restricted Securities pursuant for cash or the same payment terms offered on the terms proposed by such unacceptable transferee and if such offer is not consummated by the Company within such 30-day period, the holder shall have the right to this clause (iv) transfer such Restricted Securities to any Person (or an Affiliate such transferee on terms not less favorable than those offered to the Company; provided, further that such 30-day period shall be extended to 90 days in the event that such proposed transferee is a direct competitor of such Person) which competes materially and directly with the Company in a any material service line and market of the Company (but no bank, insurance company or other similar institutional investor shall be deemed to be such a competitor); and provided further that no Management Stockholder may Transfer Restricted Securities except to a Permitted Transferee or in connection with a Transfer pursuant to Sections 4.02 (as a Participating Tag-along Stockholder (as defined therein)) or 4.04respect. (b) In connection with the Transfer transfer of any Restricted Securities (other than a Transfer transfer described in subparagraph (a)(i4(a)(i) or (ii) above), the holder thereof will shall deliver written notice to the Company describing in reasonable detail the Transfer transfer or proposed Transfertransfer, together with an opinion (reasonably acceptable in form and substance to the Company) of Hoga▇ & ▇art▇▇▇ ▇.▇.P. or other counsel (which may be in-house counsel) which (to the Company’s 's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such Transfer transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Hoga▇ & ▇art▇▇▇ ▇.▇.P. or such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act or any applicable state securities lawslegend set forth in Section 7.3. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, and with written confirmation from the holder thereof shall not transfer the same until the prospective transferee of has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Agreement paragraph and the other restrictions on Transfer imposed by the Securities Act or any applicable state securities laws; provided, however, that no such opinion of counsel shall be required for a distribution of Restricted Securities by a partnership to all its partners, to a liquidating trust for the benefit of its partners, to a retired partner of such partnership who retires after the date of this Agreement, or to the estate of any such partner or retired person, by a limited liability company to its members, or by a Stockholder to an AffiliateSection 7.3. (c) It shall be a condition to Upon the Transfer request of any Restricted Securities that the transferee thereof (including, without limitation, a Permitted Transferee) agrees to be bound by the provisions of this Agreement by executing a Transferee Agreement in the form of Annex I hereto, and upon such Transfer shall be a Stockholder for all purposes hereunder. Upon execution and delivery of a Transferee AgreementCORESTAFF, the Company agrees shall promptly supply to effect CORESTAFF or its prospective transferees all information regarding the re-registration of any transferred Shares in the name of such transferee (upon submission of certificates for the Shares Company required to be transferred, accompanied by properly completed delivered in connection with a transfer pursuant to Rule 144A of the Securities and executed stock powers)Exchange Commission.

Transfer of Restricted Securities. (ai) Restricted Securities are transferable (i) only pursuant to (a) public offerings registered under the Securities Act, (iib) pursuant to Rule 144 or Rule 144A of the Securities and Exchange Commission (except pursuant to Rule 144(k) if the Company’s shares have not become publicly tradedor any similar rule or rules then in force) if such rule is available, or rules are available and (iiic) subject to the conditions specified in paragraph subparagraph (bii) below, to a Permitted Transferee, and (iv) subject to the conditions specified in paragraphs (b) and (c) below and in Sections 4.02, 4.03 and 4.04, any other legally available means of Transfer; provided, however, that in no event may any Stockholder Transfer Restricted Securities pursuant to this clause (iv) to any Person (or an Affiliate of such Person) which competes materially and directly with the Company in a material service line and market of the Company (but no bank, insurance company or other similar institutional investor shall be deemed to be such a competitor); and provided further that no Management Stockholder may Transfer Restricted Securities except to a Permitted Transferee or in connection with a Transfer pursuant to Sections 4.02 (as a Participating Tag-along Stockholder (as defined therein)) or 4.04transfer. (bii) In connection with the Transfer transfer of any Restricted Securities (other than a Transfer transfer described in subparagraph (a)(i4(i)(a) or (iib) above), the holder thereof will shall deliver written notice to the Company describing in reasonable detail the Transfer transfer or proposed Transfertransfer, together with an opinion (reasonably acceptable in form and substance to the Company) of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ or other counsel (which may be in-house counsel) which (to the Company’s 's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such Transfer transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ or such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act or any applicable state securities lawslegend set forth in paragraph 7C. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, and with written confirmation from the holder thereof shall not transfer the same until the prospective transferee of has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Agreement paragraph and paragraph 7C. (iii) Upon the request of any Purchaser, the Company shall promptly supply to each Purchaser or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission. (iv) Notwithstanding anything contained herein to the contrary, except for any transfer pursuant to Section 4(i)(a) or (b) permitted by the last sentence of ▇▇▇▇▇▇▇▇▇ ▇▇, if any holder of Investor Stock (the "Transferring Purchaser") desires to transfer all or a portion of its Restricted Securities, the Transferring Purchaser shall deliver a written notice (the "Offer Notice") to the Company, the Executives (other than ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇) and all of the other restrictions on Transfer imposed by holders of Investor Stock (the Securities Act or any applicable state securities laws; provided, however, that no such opinion of counsel "Other Holders"). The Offer Notice shall be required for a distribution disclose in reasonable detail the proposed number of Restricted Securities to be transferred and the proposed sale price, terms and conditions of the transfer. Each Other Holder may elect to purchase all or any portion of the Restricted Securities specified in the Offer Notice at the price and on the terms specified therein by a partnership to all its partners, to a liquidating trust for delivering written notice (the benefit of its partners, to a retired partner "Reply Notice") of such partnership who retires election to the Company and each Other Holder as soon as practical but in any event within 20 days after the date delivery of the Offer Notice. If the Other Holders elect to purchase an aggregate number of any type of Restricted Securities greater than the number of such type of Restricted Securities specified in the Offer Notice, such type of Restricted Securities shall be allocated among the Other Holders pro rata based upon the number of shares of Underlying Common Stock owned by each Other Holder desiring to acquire such type of Restricted Securities pursuant to this Agreement, or to Section 4(iv) (but in no event shall the estate pro rata share of any such partner Other Holder result in such Other Holder acquiring a number of any type of Restricted Securities in excess of the number of such Restricted Securities requested by such Other Holder). If the Other Holders have elected to purchase all or retired personany portion of the Restricted Securities from the Transferring Purchaser, by a limited liability company to its members, or by a Stockholder to an Affiliate. (c) It the transfer of such shares shall be consummated as soon as practical after the delivery of the last Reply Notice, but in any event within 40 days after the delivery of either such notice. To the extent that the Other Holders have not elected to purchase all of the Restricted Securities being offered, the Transferring Purchaser may, within 90 days after a condition delivery of the Offer Notice, transfer such Restricted Securities to one or more third parties at a price no less than the price per share specified in the Reply Notice and on other terms no more favorable to the Transfer transferees than offered to the Other Holders. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of any Restricted Securities that the transferee thereof (includingtransaction or, without limitation, a Permitted Transferee) agrees to be bound if mutually agreed upon by the provisions of this Agreement by executing a Transferee Agreement parties, in the form of Annex I hereto, and upon such Transfer shall be a Stockholder for all purposes hereunder. Upon execution and delivery of a Transferee Agreement, the Company agrees promptly to effect the re-registration of any transferred Shares in the name of such transferee (upon submission of certificates for the Shares to be transferred, accompanied by properly completed and executed stock powers)installments over time.

Transfer of Restricted Securities. (a) Restricted Securities are transferable only pursuant to (i) pursuant to public offerings registered under the Securities Act, (ii) pursuant to Rule 144 or Rule 144A of the Securities and Exchange Commission (except pursuant to Rule 144(k) if the Company’s shares have not become publicly tradedor any similar rule or rules then in force) if such rule is available, or rules are available and (iii) subject to the conditions specified in paragraph subparagraph (b) below, to a Permitted Transferee, and (iv) subject to the conditions specified in paragraphs (b) and (c) below and in Sections 4.02, 4.03 and 4.04, any other legally available means of Transfer; provided, however, that in no event may any Stockholder Transfer Restricted Securities pursuant to this clause (iv) to any Person (or an Affiliate of such Person) which competes materially and directly with the Company in a material service line and market of the Company (but no bank, insurance company or other similar institutional investor shall be deemed to be such a competitor); and provided further that no Management Stockholder may Transfer Restricted Securities except to a Permitted Transferee or in connection with a Transfer pursuant to Sections 4.02 (as a Participating Tag-along Stockholder (as defined therein)) or 4.04transfer. (b) In connection with the Transfer transfer of any Restricted Securities (other than a Transfer transfer described in subparagraph (a)(iSection 4.13(a)(i) or (ii) above), the holder thereof will shall deliver written notice to the Company describing in reasonable detail the Transfer transfer or proposed Transfertransfer, together with an opinion (reasonably acceptable in form and substance to the Company) of Reboul, MacMurray, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Kristol or ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ or other counsel (which may be in-house counsel) which (to the Company’s 's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such Transfer transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Reboul, MacMurray, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Kristol or ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ or such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act or any applicable state securities lawslegend set forth in Article III. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, and with written confirmation from the holder thereof shall not transfer the same until the prospective transferee of has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Agreement paragraph and the other restrictions on Transfer imposed by the Securities Act or any applicable state securities laws; provided, however, that no such opinion of counsel shall be required for a distribution of Restricted Securities by a partnership to all its partners, to a liquidating trust for the benefit of its partners, to a retired partner of such partnership who retires after the date of this Agreement, or to the estate of any such partner or retired person, by a limited liability company to its members, or by a Stockholder to an AffiliateArticle III. (c) It shall be a condition to Upon the Transfer request of any Restricted Securities that the transferee thereof (including, without limitation, a Permitted Transferee) agrees to be bound by the provisions of this Agreement by executing a Transferee Agreement in the form of Annex I hereto, and upon such Transfer shall be a Stockholder for all purposes hereunder. Upon execution and delivery of a Transferee AgreementPurchaser, the Company agrees shall promptly supply to effect such Purchaser or its prospective transferees all information regarding the re-registration of any transferred Shares in the name of such transferee (upon submission of certificates for the Shares Company required to be transferred, accompanied by properly completed delivered in connection with a transfer pursuant to Rule 144A of the Securities and executed stock powers)Exchange Commission.

Transfer of Restricted Securities. (a) Restricted Securities are transferable only pursuant to (i) pursuant to public offerings registered under the Securities Act, (ii) pursuant to Rule 144 or Rule 144A of the Securities and Exchange Commission (except pursuant to Rule 144(k) if the Company’s shares have not become publicly tradedor any similar rule or rules then in force) if such rule is available, available and (iii) subject to the conditions specified in paragraph subparagraph (b) below, to a Permitted Transferee, and (iv) subject to the conditions specified in paragraphs (b) and (c) below and in Sections 4.02, 4.03 and 4.04, any other legally available means of Transfer; provided, however, that in no event may any Stockholder Transfer Restricted Securities pursuant to this clause (iv) to any Person (or an Affiliate of such Person) which competes materially and directly with the Company in a material service line and market of the Company (but no bank, insurance company or other similar institutional investor shall be deemed to be such a competitor); and provided further that no Management Stockholder may Transfer Restricted Securities except to a Permitted Transferee or in connection with a Transfer pursuant to Sections 4.02 (as a Participating Tag-along Stockholder (as defined therein)) or 4.04transfer. (b) In connection with the Transfer transfer of any Restricted Securities (other than a Transfer transfer described in subparagraph clause (a)(ii) or (ii) of subparagraph (a) above), the holder thereof will shall deliver written notice to the Company describing in reasonable detail the Transfer transfer or proposed Transfertransfer, together with an opinion (reasonably acceptable in form and substance to the Company) of counsel (which may be in-house counsel) which (to the Company’s 's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such Transfer transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver new certificates or instruments, as the case may be, for such Restricted Securities which do not bear the Securities Act legend set forth in Section 8.1 above. If the Company is not required to deliver new certificate or any applicable state securities laws----------- instruments, and with written confirmation from as the case may be, for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee of has confirmed to the Company in writing its agreement to be bound by the conditions conditioned contained in this Agreement and the other restrictions on Transfer imposed by the Securities Act or any applicable state securities laws; provided, however, that no such opinion of counsel shall be required for a distribution of Restricted Securities by a partnership to all its partners, to a liquidating trust for the benefit of its partners, to a retired partner of such partnership who retires after the date of this Agreement, or to the estate of any such partner or retired person, by a limited liability company to its members, or by a Stockholder to an Affiliate.Section 8.2. ----------- (c) It Upon the request of a holder of Restricted Securities, the Company shall promptly supply to such holder or such holder's prospective transferees all information regarding the Company required to be delivered in connection with a condition transfer pursuant to Rule 144 or 144A of the Transfer of Securities and Exchange Commission. (d) If any Restricted Securities that the transferee thereof (including, without limitation, a Permitted Transferee) agrees become eligible for sale pursuant to be bound by the provisions of this Agreement by executing a Transferee Agreement in the form of Annex I hereto, and upon such Transfer shall be a Stockholder for all purposes hereunder. Upon execution and delivery of a Transferee AgreementRule 144(k), the Company agrees promptly to effect shall, upon the re-registration request of any transferred Shares in the name holder of such transferee (upon submission of Restricted Securities, remove the legend set forth in Section 7.1 from ----------- the certificates for or instruments, as the Shares to be transferredcase may be, accompanied by properly completed and executed stock powers)representing such Restricted Securities.