Common use of Notice of Proposed Transfer Clause in Contracts

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Stock or Registrable Securities (other than under the circumstances described in Sections 4, 5 or 6), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledge. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed sale, assignment, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities laws, whereupon the holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice delivered by the holder of such stock to the Company; provided, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) to one or more partners or members or retired partners or retired members (or to the estate of any such parties) of an Investor (in the case of an Investor that is a partnership or a limited liability company, as the case may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders (in the case of an Investor that is a corporation). Each certificate for Preferred Stock or Registrable Securities transferred as above provided shall bear the legend set forth in Section 2, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed saletransfer of --------------------------- any Restricted Stock, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Stock or Registrable Securities (other than under the circumstances described in Sections Section 4, 5 or 6), the holder thereof a Holder shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed sale, assignment, transfer or pledge of the Restricted Stock may be effected without registration under the Securities Act and any applicable state securities lawsAct, whereupon the holder of such stock Holder shall be entitled to transfer such stock Restricted Stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no -------- ------- that, notwithstanding the proposed terms of transfer set forth in such opinion notice, for a period of counsel two years commencing on the date hereof, Restricted Stock may be transferred only (i) under the circumstances contemplated by the Lock-up Letter executed by each of the Stock Growth Plan and the Employee Stock Ownership Plan, (ii) under the circumstances contemplated by Section 3.B(a) of the Underwriting Agreement, between the Company and the Underwriters named therein, relating to the Company's contemplated initial public offering, in the case of the Employee Stock Ownership Plan, (iii) by one Holder to the other Holder, (iv) pursuant to Rule 144 under the Securities Act or (v) in response to a tender offer made by a third party for 100% of the outstanding Common Stock. After the expiration of the 180-day period specified in the Lock-up Letters, Restricted Stock may also be transferred in any disposition to any third party; provided, that, the -------- approval of a majority of the Company's Board of Directors, which majority includes at least two independent directors, shall be required for any sales to a transfer made in accordance "non-financial" purchaser of 10% or more of the then outstanding Common Stock and any sales to any other purchaser of 20% or more of the then outstanding Common Stock. For purposes of the preceding sentence, a "non-financial" purchaser is a purchaser (together with all applicable securities laws (a"affiliates" and "associates" of such purchaser, as such terms are defined in Rule 12b-2 under the Exchange Act) to one or more partners or members or retired partners or retired members (or to that is acquiring the estate of any such parties) of an Investor (Company Common Stock for the purpose, expressed in the case Schedule 13D filed by such purchaser, of an Investor that is a partnership or a limited liability company, as the case may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investorobtaining control of, or (d) by an Investor to its stockholders (in substantial influence over, the case of an Investor that is a corporation)Company. Each certificate for Preferred of Restricted Stock or Registrable Securities transferred as above provided pursuant to this Section 3 shall bear the legend set forth in Section 2, except that such certificate shall not bear such legend if unless (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) , or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (transferee, other than an affiliate of the Company) , would be entitled to transfer such securities in a public sale without registration under the Securities Act. The foregoing restrictions on transferability of Restricted Stock shall terminate as to any particular shares of Restricted Stock when such shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement concerning such shares. Whenever a Holder is able to demonstrate to the Company and its counsel that the provisions of Rule 144(k) of the Securities Act are available to such Holder without limitation, such Holder shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 2.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”a) regarding the transfer of capital stock, prior Prior to any proposed sale, assignmentpledge, hypothecation or other transfer or pledge (other than a pledge in favor of the Company) of any Preferred Stock or Registrable Securities (other than under the circumstances described in Sections 4Section 4.1, 5 4.2 or 64.3), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignmentpledge, transfer hypothecation or pledgeother transfer. Each such notice shall describe the manner of the proposed sale, assignmentpledge, hypothecation or other transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, Company shall be accompanied by either (i) an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed sale, assignmentpledge, hypothecation or other transfer or pledge may be effected without registration under the Securities Act and any applicable state or (ii) a “no action” letter from the Commission to the effect that the distribution of such securities lawswithout registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel or “no action” letter shall be required (A) for a transfer made in accordance with all applicable securities laws (a) distribution to one or more partners or members or retired partners or retired members (or to of the estate of any such parties) of an Investor transferor (in the case of an Investor a transferor that is a partnership or a limited liability company, as ) in each case in respect of the case may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary beneficial interest of an Investor, such partner or member or (dB) by an Investor to its stockholders for transfers made in accordance with the provisions of Rule 144 (in or any rule permitting public sale without registration under the case of an Investor that is a corporationSecurities Act) including Rule 144(k). Each certificate for Preferred Stock or Registrable Securities transferred as above provided shall bear the appropriate restrictive legend set forth in Section 23.1, except that such certificate shall not bear such legend if (iY) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (iiZ) the opinion of counsel or “no-action” letter referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate Affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act or that such legend is not required to establish compliance with any provisions of the Securities Act. Notwithstanding any other provision hereof, the restrictions provided for in this Section 3.2 shall not apply to securities which are not required to bear the legend prescribed by Section 3.1 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated Except as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stockotherwise provided herein, prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of this Warrant and the Company) of any Preferred Stock or Registrable Securities (other than under the circumstances described in Sections 4, 5 or 6)Warrant Shares, the holder thereof Holder shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall identify the proposed transferee, shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an a written opinion of counsel reasonably counsel, satisfactory in form and substance to the Company Company, to the effect that the proposed sale, assignment, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities laws, whereupon the holder of such stock security shall be entitled to transfer such stock security in accordance with the terms of its notice delivered by the holder of such stock notice, subject to the Company; provided, however, that no such opinion of counsel shall be required for a transfer made in accordance compliance with all other applicable securities laws (a) to one or more partners or members or retired partners or retired members (or to the estate requirements of any such parties) of an Investor (in the case of an Investor that is a partnership or a limited liability company, as the case may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders (in the case of an Investor that is a corporation)this Section 6. Each certificate for Preferred Stock or Registrable Securities this Warrant and the Warrant Shares transferred as provided for above provided shall bear the legend set forth in Section 2herein, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The Company may issue stop transfer instructions to its transfer agent in connection with restrictions on transferability of this Warrant or the Warrant Shares. Notwithstanding the restrictions set forth above, no registration statement or opinion of counsel or prior notice to the Company shall be necessary, and such transfer shall be automatically effected on the stock records of the Company effective as of the date of such transfer, for a transfer (x) by a Holder to an affiliate of the Holder or (y) by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its subsidiary or parent, or (D) to the Holder’s family member or trust for the benefit of an individual Holder, provided that in the case of any transfer pursuant to the foregoing clause (x) or clauses (y)(A) – (D), (i) the restrictions in the second and third sentences of Section 6(a) above shall apply to the transfer and to the transferee, (ii) the transfer shall be conducted in compliance with all applicable securities laws, and (iii) the transferring Holder shall provide the Company with a completed written notice of the transfer pursuant to this sentence no later than 30 days following the transfer to an affiliate or other permitted transferee pursuant to this sentence and, upon request by the Company, with evidence reasonably satisfactory to the Company that the conditions and requirements applicable to such transfer pursuant to this sentence have been satisfied.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Stock, Conversion Shares or Restricted Stock or Registrable Securities (other than under the circumstances described in Sections 4, 5 or 6), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed sale, assignment, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities laws, whereupon the holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) to one or more partners or members or retired partners or retired members (or to of the estate of any such parties) of an Investor transferor (in the case of an Investor a transferor that is a partnership or a limited liability company, as the case may be), (brespectively) or to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders affiliated corporation (in the case of an Investor a transferor that is a corporation)) or to any family member, or to any trust, family liability company, family limited partnership or similar estate planning entity for the benefit of any such family member of the transferor; provided, further, however, that any transferee other than a transferee receiving such shares for no consideration shall execute and deliver to the Company a representation letter in form reasonably satisfactory to the Company’s counsel to the effect that the transferee is acquiring such shares for its own account, for investment purposes and without any view to distribution thereof. Each certificate for Preferred Stock, Conversion Shares or Restricted Stock or Registrable Securities transferred as above provided shall bear the legend set forth in Section 2, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any --------------------------- Preferred Shares or Restricted Stock or Registrable Securities (other than under the circumstances described in Sections 4, 5 or 6), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the CompanyCompany (it being understood that if such transfer is intended to be in accordance with the provisions of Rule 144, the Company shall generally not require an opinion of counsel), shall be accompanied by an opinion of counsel reasonably satisfactory to the Company (it being agreed that Xxxx and Xxxx LLP or Xxxxx, Day, Xxxxxx & Xxxxx or other counsel experienced in securities laws matters shall be satisfactory) to the effect that the proposed sale, assignment, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities lawsAct, whereupon the holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice delivered by the holder of such stock notice, subject to the Company; provided, however, that no such opinion provisions of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) to one or more partners or members or retired partners or retired members (or to the estate certain Second Amended and Restated Stockholders Agreement of any such parties) of an Investor (in the case of an Investor that is a partnership or a limited liability company, as the case may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders (in the case of an Investor that is a corporation)even date herewith. Each certificate for Preferred Shares and/or Restricted Stock or Registrable Securities transferred as above provided shall bear the legend set forth in Section 2, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section. If the Company does not accept an opinion of counsel required hereby signed by the original holder's general counsel, the Company will pay the reasonable fees and disbursements of other counsel in connection with all opinions rendered by them pursuant to this Section 3.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignmentpledge, hypothecation or other transfer or pledge (other than a pledge in favor of the Company) of any Preferred Stock or Registrable Securities (other than under the circumstances described in Sections 4Section 2.3, 5 2.4 or 62.5), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignmentpledge, transfer hypothecation or pledgeother transfer. Each such notice shall describe the manner of the proposed sale, assignmentpledge, hypothecation or other transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by either (i) an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed sale, assignmentpledge, hypothecation or other transfer or pledge may be effected without registration under the Securities Act and any applicable state or (ii) a “no-action” letter from the Commission to the effect that the distribution of such securities lawswithout registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto (it being understood that if such transfer, in the reasonable opinion of the Company upon advice of its counsel, will be in accordance with Rule 144, the Company shall not require an opinion of counsel or no-action letter), whereupon the holder of such stock securities shall be entitled to transfer such stock securities in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel or no-action letter shall be required for a transfer made in accordance with all applicable securities laws (a) distribution to one or more partners or members or retired partners or retired members (or to of the estate of any such parties) of an Investor transferor (in the case of an Investor a transferor that is a partnership partnership) or a limited liability company, as the case may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders stockholder (in the case of an Investor a transferor that is a corporation)) in each case in respect of the beneficial interest of such partner or stockholder. Each certificate All certificates or uncertificated shares, as applicable, for Preferred Stock or Registrable Securities transferred as provided above provided shall bear the appropriate restrictive legend set forth in Section 22.1, except that such certificate or uncertificated shares shall not bear such legend if (ia) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (iib) the opinion of counsel or “no-action” letter referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act or that such legend is not required to establish compliance with any provisions of the Securities Act. Notwithstanding any other provision hereof, the restrictions provided for in this Section 2.2 shall not apply to securities which are not required to bear the legend prescribed by Section 2.1 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Restricted Stock or Registrable Securities (other than under the circumstances described in Sections 4, Section 4 or 5 or 6hereof), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed sale, assignment, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities lawsAct, whereupon the such holder of such stock shall be entitled to transfer such stock securities in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws by a holder of Restricted Stock (ax) to one an Affiliate of such holder or more partners (y) in the case of a holder that is a partnership, to a partner or members employee of such holder or a retired partner or retired partners or retired members (employee of such holder who retires after the date hereof, or to the estate of any such parties) of an Investor (in the case of an Investor that is a partnership partner, retired partner, employee or retired employee, or a limited liability companytransfer by gift, as will or intestate succession from any holder of Restricted Stock to his or her spouse or members of his or her or his or her spouse’s family or a trust for the benefit of any of the foregoing persons, in any such case may beset forth in clauses (x) and (y), (b) only if the transferee agrees in writing to be subject to the terms hereof to the same extent as if such transferee were an Investor Affiliate, (c) to a wholly-owned subsidiary original holder of an Investor, or (d) by an Investor to its stockholders (in the case of an Investor that is a corporation)Restricted Stock hereunder. Each certificate for Preferred All Restricted Stock or Registrable Securities transferred as above provided shall bear the legend set forth in Section 2, except that such certificate securities shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Shares, Conversion Shares or Restricted Stock or Registrable Securities (other than under the circumstances described in Sections 4, 5 or 66 hereof), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company (it being agreed that Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP shall be satisfactory counsel) or other evidence reasonably satisfactory to the Company to the effect that the proposed sale, assignment, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities lawslaws (it being understood that no such evidence shall be required with respect to any transfer made to one or more partners, members or Affiliates of the transferor), whereupon (subject to the other provisions of this Section 3) the holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice delivered by the holder of such stock to the Company; provided, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) to one or more partners or members or retired partners or retired members (or to the estate of any such parties) of an Investor (in the case of an Investor that is a partnership or a limited liability company, as the case may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders (in the case of an Investor that is a corporation)notice. Each certificate for Preferred Shares, Conversion Shares or Restricted Stock or Registrable Securities transferred as above provided shall bear the legend set forth in Section 2, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. Any transferee of stock for which a legend is required to be borne pursuant to the preceding sentence shall, as a condition to such transfer, execute and deliver to the Company a representation letter in form and substance reasonably satisfactory to the Company’s counsel to the effect that the transferee is acquiring such stock for its own account, for investment purposes and not with a view to the distribution thereof.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Shares, Conversion Shares or Restricted Stock or Registrable Securities (other than under the circumstances described in Sections 4, 5 or 6), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company (it being agreed that Ropes & Xxxx LLP and Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP shall be satisfactory) to the effect that the proposed sale, assignment, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities laws, whereupon the holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that that, if the transferor is an Investor, no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) to one or more partners or members or retired partners or retired members (or to of the estate of any such parties) of an Investor (in the case of an Investor that is a partnership or a limited liability company, as the case may be), (brespectively) or to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders affiliated entity (in the case of an Investor that is an entity); provided, further, however, that any transferee other than a corporation)transferee receiving such shares for no consideration shall execute and deliver to the Company a representation letter in form reasonably satisfactory to the Company’s counsel to the effect that the transferee is acquiring such shares for its own account, for investment purposes and without any view to distribution thereof. Each certificate for Preferred Shares, Conversion Shares or Restricted Stock or Registrable Securities transferred as above provided shall bear the legend set forth in Section 2, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) Act or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate Affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Subject in all events In addition to the any restrictions set forth in the Fifth Amended and Restated Stockholders Agreement Agreement, dated as of the date hereof (among the “Stockholders Agreement”) regarding Company and the transfer of capital stockPurchasers, prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Restricted Stock or Registrable Securities (other than under the circumstances described in Sections 4, Section 4 or 5 or 6hereof), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if reasonably requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed sale, assignment, transfer or pledge of the Restricted Stock may be effected without registration under the Securities Act and any applicable state securities lawsAct, whereupon the holder of such stock Restricted Stock shall be entitled to transfer such stock Restricted Stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel or other documentation shall be required for if such notice shall cover a transfer made in accordance with all applicable securities laws pro rata distribution (awithout payment of additional consideration) to one or more partners or members or retired partners or retired members (or to the estate of by any such parties) of an Investor (in the case of an Investor Purchaser that is a partnership or a limited liability companycompany to its partners or members, as the case may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders (in the case of an Investor that is a corporation). Each certificate for Preferred Restricted Stock or Registrable Securities transferred as above provided shall bear the legend set forth in Section 2, except that such certificate shall not bear such legend if unless (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act or is pursuant to an effective registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that (or, if no opinion is required, the Company determines that) the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The foregoing restrictions on transferability of Restricted Stock shall terminate as to any particular shares of Restricted Stock when such shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement concerning such shares. Whenever a holder of Restricted Stock is able to demonstrate to the Company (and its counsel) that the provisions of Rule 144(k) of the Securities Act are available to such holder without limitation, such holder of Restricted Stock shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 2.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) Sale of any Preferred Stock or Registrable Securities (other than under the circumstances described in Sections 4Section 3.3, 5 3.4 or 63.5), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgeSale and shall otherwise comply with the provisions of this Agreement. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail Sale and, unless waived in writing if requested by the CompanyCompany (it being understood that if such Sale is intended to be in accordance with the provisions of Rule 144 under the Securities Act, the Company shall not require an opinion of counsel), shall be accompanied by either (i) an opinion of counsel reasonably satisfactory to the Company (it being agreed that an opinion of Xxxxxx and Xxxx LLP shall be considered satisfactory) to the effect that the proposed sale, assignment, transfer or pledge Sale may be effected without registration under the Securities Act and any applicable state securities lawsor (ii) a “no action” letter from the Commission to the effect that the distribution of such Shares without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such stock Shares shall be entitled to transfer such stock Shares in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) distribution to one or more partners or members or retired partners or retired members (or to of the estate of any such parties) of an Investor transferor (in the case of an Investor a transferor that is a partnership or a limited liability company, as the case may bepartnership), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary members of an Investor, or (d) by an Investor to its stockholders the transferor (in the case of an Investor a transferor that is a limited liability company) or stockholders of the transferor (in the case of a transferor that is a corporation), in each case in respect of the beneficial interest of such partner, member or stockholder. Each certificate for Preferred Stock or Registrable Securities transferred as above provided shall bear the appropriate restrictive legend set forth in Section 23.1, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 under the Securities Act (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel or “no-action” letter referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate Affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act or that such legend is not required to establish compliance with any provisions of the Securities Act. Notwithstanding any other provision hereof, the restrictions provided for in this Section 3.2 shall not apply to securities which are not required to bear the legend prescribed by Section 3.1 in accordance with the provisions of that Section. The Company will pay the reasonable fees and disbursements of counsel in connection with all opinions rendered pursuant to this Section 3.2.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignmentpledge, --------------------------- hypothecation or other transfer or pledge (other than a pledge in favor of the Company) of any Preferred Stock or Registrable Securities (other than under the circumstances described in Sections Section 4, 5 or 67 or pursuant to a distribution of the type described in the proviso to the next succeeding sentence), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignmentpledge, transfer hypothecation or pledgeother transfer. Each such notice shall describe the manner of the proposed sale, assignmentpledge, hypothecation or other transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by either (i) an opinion of counsel (which may be the in-house counsel of the Investor) reasonably satisfactory to the Company to the effect that the proposed sale, assignmentpledge, hypothecation or other transfer or pledge may be effected without registration under the Securities Act and any applicable state or (ii) a "no action" letter from the Commission to the effect that the distribution of such securities lawswithout registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice delivered by the holder of such stock to the Company; notice, provided, -------- however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) distribution to ------- one or more partners or members or retired partners or retired members (or to of the estate of any such parties) of an Investor transferor (in the case of an Investor a transferor that is a partnership partnership) or a limited liability company, as the case may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders stockholder (in the case of an Investor a transferor that is a corporation)) in each case in respect of the beneficial interest of such partner or stockholder. Each certificate for Preferred Stock or Registrable Securities transferred as above provided shall bear the appropriate restrictive legend set forth in Section 2, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) ), or (ii) the opinion of counsel or "no-action" letter referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act or that such legend is not required to establish compliance with any provisions of the Securities Act. Notwithstanding any other provision hereof, the restrictions provided for in this Section 3 shall not apply to securities which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Stock Shares or Registrable Securities Conversion Shares (other than under the circumstances described in Sections 4, 5 or 6), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed sale, assignment, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities laws, whereupon the holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) by a Holder to one any affiliate of such Holder or more partners by a Holder that is a partnership to a partner of such partnership or members a retired partner of such partnership who retires after the date hereof or a limited liability company to a member of such limited liability company or a retired partners or retired members (member of such limited liability company who retires after the date hereof, or to the estate of any such parties) partner or retired partner and member or retired member or the transfer by gift, will or intestate succession of any partner or member to his or her spouse or to the siblings, lineal descendants or ancestors of such partner or his or her spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if he or she were an Investor (in the case of an Investor that is a partnership or a limited liability company, as the case may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders (in the case of an Investor that is a corporation)original Holder hereunder. Each certificate for Preferred Stock Shares or Registrable Securities Conversion Shares transferred as above provided shall bear the legend set forth in Section 2, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as provisions of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stockArticle 3, prior to any proposed sale, assignmentpledge, hypothecation or other transfer or pledge (other than a pledge in favor of the Company) of any Preferred Stock or Registrable Securities (other than under the circumstances described in Sections 4Section 4.3, 5 4.4 or 64.5), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignmentpledge, transfer hypothecation or pledgeother transfer. Each such notice shall describe the manner of the proposed sale, assignmentpledge, hypothecation or other transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, Company shall be accompanied by either (i) an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed sale, assignmentpledge, hypothecation or other transfer or pledge may be effected without registration under the Securities Act and any applicable state or (ii) a “no action” letter from the Commission to the effect that the distribution of such securities lawswithout registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel or “no-action” letter shall be required by the Company (A) for a distribution to one or more partners of the transferor (in the case of a transferor that is a partnership) or to a stockholder (in the case of a transferor that is a corporation) in each case in respect of the beneficial interest of such partner or stockholder, or to an affiliate of such transferor, or (B) in the case of a transfer made in accordance with all applicable securities laws (a) to one the provisions of Rule 144 or more partners or members or retired partners or retired members (or to Regulation S under the estate Securities Act, although such opinion of any such parties) of an Investor (in the case of an Investor that is a partnership or a limited liability company, as the case counsel may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) be required by an Investor to its stockholders (in independent transfer agent of the case of an Investor that is a corporation)Company after the Initial Public Offering. Each certificate for Preferred Stock or Registrable Securities transferred as above provided shall bear the appropriate restrictive legend or legends, as the case may be, set forth in Section 24.1, except that such certificate shall not bear the first such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel or “no-action” letter referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act or that the first such legend is not required to establish compliance with any provisions of the Securities Act. Notwithstanding any other provision hereof, the restrictions provided for in this Section 4.2 shall not apply to securities that are not required to bear the legends prescribed by Section 4.1 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”a) regarding the transfer of capital stock, prior Prior to any proposed sale, assignmentpledge, hypothecation or other transfer or pledge (other than a pledge in favor of the Company) of any Preferred Stock or Registrable Securities (other than under the circumstances described in Sections 4Section 4.1, 5 4.2 or 64.3), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignmentpledge, transfer hypothecation or pledgeother transfer. Each such notice shall describe the manner of the proposed sale, assignmentpledge, hypothecation or other transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, Company shall be accompanied by either (i) an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed sale, assignmentpledge, hypothecation or other transfer or pledge may be effected without registration under the Securities Act and any applicable state or (ii) a “no action” letter from the Commission to the effect that the distribution of such securities lawswithout registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel or “no action” letter shall be required (i) for a transfer made in accordance with all applicable securities laws (a) distribution to one or more partners or members or retired partners or retired members (or to of the estate of any such parties) of an Investor transferor (in the case of an Investor a transferor that is a partnership or a limited liability company, as ) in each case in respect of the case may be), beneficial interest of such partner or member; (bii) for any transfer by a Preferred Holder to an Investor Affiliate, (c) to a wholly-owned subsidiary any Affiliate of an Investor, such Preferred Holder; or (diii) by an Investor to its stockholders for transfers made in accordance with the provisions of Rule 144 (in or any rule permitting public sale without registration under the case of an Investor that is a corporationSecurities Act) including Rule 144(k). Each certificate for Preferred Stock or Registrable Securities transferred as above provided shall bear the appropriate restrictive legend set forth in Section 23.1, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel or “no-action” letter referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate Affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act or that such legend is not required to establish compliance with any provisions of the Securities Act. Notwithstanding any other provision hereof, the restrictions provided for in this Section 3.2 shall not apply to securities which are not required to bear the legend prescribed by Section 3.1 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any --------------------------- Preferred Stock Shares, Warrant Shares or Registrable Securities Conversion Shares (other than under the circumstances described in Sections 4, 5 or 6), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company (it being agreed that Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP shall be satisfactory) to the effect that the proposed sale, assignment, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities laws, whereupon the holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion -------- ------- of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) to one or more partners or members or retired partners or retired members (or to of the estate of any such parties) of an Investor transferor (in the case of an Investor a transferor that is a partnership or a limited liability company, as the case may be), (brespectively) or to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders affiliated corporation (in the case of an Investor a transferor that is a corporation). Each certificate for Preferred Stock Shares, Warrant Shares or Registrable Securities Conversion Shares transferred as above provided shall bear the legend set forth in Section 2, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignmentpledge, hypothecation or other transfer or pledge (other than a pledge in favor of the Company) of any shares of Preferred Stock or Registrable Securities (other than under the circumstances described in Sections 4Section 4.3, 5 4.4 or 64.5), the holder Holder thereof shall give written notice to the Company of its intention to effect such sale, assignmentpledge, transfer hypothecation or pledgeother transfer. Each such notice shall describe the manner of the proposed sale, assignmentpledge, hypothecation or other transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, Company shall be accompanied by either (i) an opinion of counsel reasonably satisfactory to the Company to the effect stating that that the proposed sale, assignmentpledge, hypothecation or other transfer or pledge may be effected without registration under the Securities Act and any applicable state or (ii) a "no action" letter from the Commission to the effect that the distribution of such securities lawswithout registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder Holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel shall be required for (x) a transfer made in accordance with all applicable securities laws (a) distribution to one or more partners or members or retired partners or retired members (or to of the estate of any such parties) of an Investor transferor (in the case of an Investor a transferor that is a partnership or a limited liability company, as the case may bepartnership), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders (in the case of an Investor a transferor that is a corporation) or members (in the case of a transferor that is a limited liability company) in each case in respect of the beneficial interest of such partner, stockholder or member or (y) Affiliates, except in the case of clause (y), as the Company shall otherwise reasonably request. Each certificate for Preferred Stock or Registrable Securities transferred as above provided shall bear the appropriate restrictive legend set forth in Section 24.1, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel or "no-action" letter referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act or that such legend is not required to establish compliance with any provisions of the Securities Act. Notwithstanding any other provision hereof, the restrictions provided for in this Section 4.2 shall not apply to securities which are not required to bear the legend prescribed by Section 4.1 in accordance with the provisions of that Section. If the Company does not accept an opinion of counsel required hereby signed by the original Holder's counsel, the Company will pay the reasonable fees and disbursements of other counsel in connection with all opinions rendered by them pursuant to this Section 4.2.

Notice of Proposed Transfer. Subject in all events In addition to the any restrictions set forth in the Fifth Amended and Restated Stockholders Agreement Agreement, dated as of the date hereof (among the “Stockholders Agreement”) regarding Company and the transfer of capital stockPurchasers, prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Restricted Stock or Registrable Securities (other than under the circumstances described in Sections 4, 5 or 66 hereof), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if reasonably requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed sale, assignment, transfer or pledge of the Restricted Stock may be effected without registration under the Securities Act and any applicable state securities lawsAct, whereupon the holder of such stock Restricted Stock shall be entitled to transfer such stock Restricted Stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; providedPROVIDED, howeverHOWEVER, that no such opinion of counsel or other documentation shall be required for if such notice shall cover a transfer made in accordance with all applicable securities laws pro rata distribution (awithout payment of additional consideration) to one or more partners or members or retired partners or retired members (or to the estate of by any such parties) of an Investor (in the case of an Investor Purchaser that is a partnership or a limited liability companycompany to its partners or members, as the case may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders (in the case of an Investor that is a corporation). Each certificate for Preferred Restricted Stock or Registrable Securities transferred as above provided shall bear the legend set forth in Section 2, except that such certificate shall not bear such legend if unless (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act or is pursuant to an effective registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that (or, if no opinion is required, the Company determines that) the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The foregoing restrictions on transferability of Restricted Stock shall terminate as to any particular shares of Restricted Stock when such shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement concerning such shares. Whenever a holder of Restricted Stock is able to demonstrate to the Company (and its counsel) that the provisions of Rule 144(k) of the Securities Act are available to such holder without limitation, such holder of Restricted Stock shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 2.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Restricted Stock or Registrable Securities (other than under the circumstances described in Sections 45, 5 6 or 67 hereof), the holder Holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed sale, assignment, transfer or pledge of such Restricted Stock may be effected without registration under the Securities Act and any applicable state securities lawsAct, whereupon the holder Holder of such stock Restricted Stock shall be entitled to transfer such stock Restricted Stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) to one or more partners or members or retired partners or retired members (or to the estate of any such parties) of an Investor (in the case of an Investor any Holder of Restricted Stock that is a partnership or a limited liability company, as no such opinion or other documentation shall be required if such notice shall cover a pro-rata distribution by such partnership or limited liability company to its partners or members; provided, further, that no such opinion or other documentation shall be required if such notice shall describe the case may be), (b) to an Investor Affiliate, (c) transfer from a Holder of Restricted Stock to a wholly-owned subsidiary shareholder, affiliate, spouse or lineal descendant of an Investorsuch person, or (d) by an Investor so long as, any such transferee shall agree in writing to its stockholders (in the case be bound by, and to comply with, all applicable provisions of an Investor that is this Agreement and be deemed a corporation)Holder for purposes of this Agreement. Each certificate for Preferred representing the Restricted Stock or Registrable Securities transferred as above provided shall bear the legend set forth in Section 23, except that such certificate shall not bear such legend if unless (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The foregoing restrictions on transferability of Restricted Stock shall terminate as to any particular shares of Restricted Stock when such shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement concerning such shares. Whenever a Holder of Restricted Stock is able to demonstrate to the reasonable satisfaction of the Company (and its counsel) that the provisions of Rule 144(k) of the Securities Act (or subsequent similar rule) are available to such Holder without limitation, such Holder of Restricted Stock shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 3. Notwithstanding anything to the contrary herein, Qualcomm shall not be subject to the legend requirements set forth in Section 3 or the foregoing restrictions on transferability set forth in this Section 4.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Shares, Conversion Shares or Restricted Stock or Registrable Securities (other than under the circumstances described in Sections 4, 5 or 6), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an a written opinion of counsel reasonably satisfactory to the Company (it being agreed that either Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP or Xxxxx, Xxxxx & Xxxxx shall be satisfactory) to the effect that the proposed sale, assignment, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities lawsAct, whereupon the holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; providedPROVIDED, howeverHOWEVER, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) to one or more partners or members or retired partners or retired members (or to of the estate of any such parties) of an Investor transferor (in the case of an Investor a transferor that is a partnership or a limited liability company, as the case may bepartnership), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary one or more members of an Investor, or (d) by an Investor to its stockholders the transferor (in the case of a transferor that is a limited liability company) or to an Investor affiliated corporation (in the case of a transferor that is a corporation); PROVIDED, FURTHER, HOWEVER, that any transferee other than a partner or affiliate of the transferor shall execute and deliver to the Company a representation letter in form reasonably satisfactory to the Company's counsel to the effect that the transferee is acquiring Restricted Stock for its own account, for investment purposes and without any view to distribution thereof. Each certificate for Preferred Stock Shares or Registrable Securities Conversion Shares transferred as above provided shall bear the legend set forth in Section 2, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Restricted Stock or Registrable Securities Investor Shares, as the case may be, (other than under the circumstances described in Sections Section 4, 5 or 66 hereof), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company (it being agreed that Nossaman, Guthner, Xxxx & Xxxxxxx, XX" shall be satisfactory) to the effect that the proposed saletransfer of the Restricted Stock or Investor Shares, assignmentas the case may be, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities lawsAct, whereupon the holder of such stock Restricted Stock or Investor Shares, as the case may be, shall be entitled to transfer such stock Restricted Stock or Investor Shares, as the case may be, in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel or other documentation shall be required for if such notice shall cover a distribution by Welsh, Carson, Xxxxxxxx & Xxxxx VII, L.P. ("WCAS VII") or WCAS Healthcare Partners, L.P. to their respective partners; and further provided, that no such opinion or documentation shall be required if such notice shall cover a transfer made in accordance with all applicable securities laws by Baylor Health Services (a"Baylor") to one or more partners or members or retired partners or retired members an entity to which Baylor may transfer its membership interest in Texas Health Ventures Group L.L.C. (or "THVG I") under Section 4.1(a) of the Second Amended and Restated Regulations of THVG I dated as of June 1, 1999, so long as Baylor delivers other evidence, reasonably acceptable to the estate of any such parties) of an Company to the effect that the proposed transfer may be effected without registration under the Securities Act. Each certificate for Restricted Stock or Investor (in the case of an Investor that is a partnership or a limited liability company, Shares as the case may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders (in the case of an Investor that is a corporation). Each certificate for Preferred Stock or Registrable Securities transferred as above provided shall bear the legend set forth in Section 2, except that such certificate shall not bear such legend if 2 unless (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act."

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Stock or Registrable Securities (other than under the circumstances described in Sections 4, 5 or 64 and 5), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed sale, assignment, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities lawsAct, whereupon the holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) to one or more partners or members or retired partners or retired members (or to of the estate of any such parties) of an Investor transferor (in the case of an Investor a transferor that is a partnership or a limited liability company, as the case may bepartnership), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary one or more members of an Investor, or (d) by an Investor to its stockholders the transferor (in the case of a transferor that is a limited liability company) or to an Investor affiliated corporation (in the case of a transferor that is a corporation); provided, further, however, that any transferee other than a partner or affiliate of the transferor shall execute and deliver to the Company a representation letter in form reasonably satisfactory to the Company's counsel to the effect that the transferee is acquiring Registrable Securities for its own account, for investment purposes and without any view to distribution thereof. Each certificate for Preferred Stock or Registrable Securities transferred as above provided shall bear the legend set forth in Section 211, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The restrictions provided for in this Section 12 shall not apply to securities which are not required to bear the legend prescribed by Section 11 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Restricted Stock or Registrable Securities Investor Shares, as the case may be, (other than under the circumstances described in Sections Section 4, 5 or 66 hereof), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company (it being agreed that Nossaman, Guthner, Knox & Elliott, LLP shall be satisfactory) to the effect that the proposed saleprxxxxed xxxxxxxr of the Restricted Stock or Investor Shares, assignmentas the case may be, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities lawsAct, whereupon the holder of such stock Restricted Stock or Investor Shares, as the case may be, shall be entitled to transfer such stock Restricted Stock or Investor Shares, as the case may be, in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; providedPROVIDED, howeverHOWEVER, that no such opinion of counsel or other documentation shall be required if such notice shall cover a distribution by Welsh, Carson, Anderson & Stowe VII, L.P. ("WCAS VII") or WCAS Healthcare Partners, X.X. xx thxxx xespective partners. Each certificate for a transfer made in accordance with all applicable securities laws (a) to one Restricted Stock or more partners or members or retired partners or retired members (or to the estate of any such parties) of an Investor (in the case of an Investor that is a partnership or a limited liability companyShares, as the case may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders (in the case of an Investor that is a corporation). Each certificate for Preferred Stock or Registrable Securities transferred as above provided shall bear the legend set forth in Section 2, except that such certificate shall not bear such legend if unless (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The foregoing restrictions on transferability of Restricted Stock or Investor Shares shall terminate as to any particular shares of Restricted Stock or Investor Shares when such shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement concerning such shares. Whenever a holder of Restricted Stock or Investor Shares is able to demonstrate to the Company (and its counsel) that the provisions of Rule 144(k) ( or other equivalent rule) of the Securities Act are available to such holder without limitation, such holder of Restricted Stock or Investor Shares shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 2.

Notice of Proposed Transfer. Subject in all events Prior to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as any Transfer or attempted Transfer of the date hereof (Warrant or the “Stockholders Agreement”) regarding the transfer Original Warrant, in whole or in part, or any shares of capital stock, prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Restricted Common Stock or Registrable Securities (other than any shares of Class A Common Stock issued under the circumstances described in Sections 4, 5 or 6)Original Warrant, the holder thereof of such Restricted Common Stock shall give four Business Days’ prior written notice (a “Transfer Notice”) to the Company of its such holder’s intention to effect such saleTransfer, assignment, transfer or pledge. Each such notice shall describe describing the manner and circumstances of the proposed saleTransfer, assignment, transfer or pledge in sufficient detail and, unless waived in writing by the Companyevent of any proposed Transfer pursuant to Rule 144, obtain from counsel to such holder who shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect Company, an opinion that the proposed saleTransfer of such Warrant, assignmentOriginal Warrant, transfer or pledge Restricted Common Stock, as the case may be, may be effected without registration under the Securities Act Act. In the case of a proposed Transfer pursuant to Rule 144, after receipt of the Transfer Notice and opinion, the Company shall promptly (but in any applicable state securities laws, whereupon event within five Business Days) notify the holder of such stock Warrant, Original Warrant, or Restricted Common Stock, as the case may be, as to whether such opinion is reasonably satisfactory and, if so, such holder shall thereupon be entitled to transfer Transfer such stock Warrant, Original Warrant, or Restricted Common Stock in accordance with the terms of its notice delivered by the holder Transfer Notice. Each Warrant, Original Warrant and each certificate, if any, evidencing such shares of Restricted Common Stock issued upon such stock to Transfer (other than, for the Company; providedavoidance of doubt, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) to one or more partners or members or retired partners or retired members (or to the estate of any such parties) of an Investor (in the case of an Investor that is a partnership or a limited liability company, as the case may be), (b) pursuant to an Investor Affiliate, (ceffective registration statement under the Securities Act) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders (in the case of an Investor that is a corporation). Each certificate for Preferred Stock or Registrable Securities transferred as above provided shall bear the restrictive legend set forth in Section 27.1, except that unless in the opinion of such certificate counsel such legend is not required in order to ensure compliance with the Securities Act. The holder of the Restricted Common Stock giving the Transfer Notice shall not bear be entitled to Transfer such legend if Warrant, Original Warrant, or Restricted Common Stock (i) such other than any transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without pursuant to an effective registration statement under the Securities Act) or (ii) until receipt of notice from the Company under this Section 7.2 that such opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate reasonably satisfactory. This section 7.2 supercedes Section 7.2 of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities ActOriginal Warrant.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”a) regarding the transfer of capital stock, prior Prior to any proposed sale, assignmentpledge, hypothecation or other transfer or pledge (other than a pledge in favor of the Company) of any Preferred Stock or Registrable Restricted Securities (other than under the circumstances described in Sections 4Section 3.3, 5 3.4 or 63.5), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignmentpledge, transfer hypothecation or pledgeother transfer. Each such notice shall describe the manner of the proposed sale, assignmentpledge, hypothecation or other transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, Company shall be accompanied by either (i) an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed sale, assignmentpledge, hypothecation or other transfer or pledge may be effected without registration under the Securities Act and any applicable state or (ii) a "no action" letter from the Commission to the effect that the distribution of such securities lawswithout registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such stock share shall be entitled to transfer such stock share in accordance with the terms of its notice delivered by the holder of such stock to the Company; provided, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) to one or more partners or members or retired partners or retired members (or to the estate of any such parties) of an Investor (in the case of an Investor that is a partnership or a limited liability company, as the case may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders (in the case of an Investor that is a corporation)notice. Each certificate for Preferred Stock or Registrable Restricted Securities transferred as above provided shall bear the appropriate restrictive legend set forth in Section 23.1, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel or "no-action" letter referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate Affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act or that such legend is not required to establish compliance with any provisions of the Securities Act. Notwithstanding any other provision hereof, the restrictions provided for in this Section 3.2 shall not apply to securities which are not required to bear the legend prescribed by Section 3.1 in accordance with the provisions of that Section. The Company will not unreasonably refuse to accept an opinion of counsel required hereby signed by the original holder's counsel (it being agreed that an opinion of Xxxxxxxx Xxxxx & Deutsch LLP shall be considered satisfactory).

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) by any Person of any Preferred Stock or Registrable Securities Conversion Stock (other than under the circumstances described in Sections 42.3, 5 2.4 or 62.5), the holder thereof shall give written notice to the Company of his, her or its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an a written opinion of counsel reasonably satisfactory to the Company (it being agreed that an opinion of Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP or Xxxxx Xxxx LLP shall be satisfactory) to the effect that the proposed sale, assignment, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities laws, whereupon the holder of such stock shall be entitled under the securities laws to transfer such stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) to one or more partners or members or retired partners or retired members (or to of the estate of any such parties) of an Investor transferor (in the case of an Investor a transferor that is a partnership or a limited liability company, as the case may bepartnership), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary one or more members of an Investor, or (d) by an Investor to its stockholders the transferor (in the case of a transferor that is a limited liability corporation) or to an Investor affiliated corporation (in the case of a transferor that is a corporation); and provided further, however, that any such transfer must be in accordance with the Stockholders Agreement. Each certificate for Preferred Stock or Registrable Securities Conversion Stock transferred as above provided shall bear the legend set forth in Section 22.1, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the written opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The restrictions provided for in this Section 2.2 shall not apply to securities which are not required to bear the legend prescribed by Section 2.1 in accordance with the provisions of Section 2.1.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Restricted Stock or Registrable Securities (other than under the circumstances described in Sections 4, Section 4 or 5 or 6hereof), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company (it being agreed that Reboul, MacMurray, Xxxxxx, Xxxxxxx & Kristol shall be satisfactory) to the effect that the proposed sale, assignment, transfer or pledge of the Restricted Stock may be effected without registration under the Securities Act and any applicable state securities laws, whereupon the holder of such stock shall be entitled to Restricted Stock may transfer such stock Restricted Stock in accordance with the terms of its notice delivered by the holder of such stock to the Company; providednotice, howeverPROVIDED, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) to one or more partners or members or retired partners or retired members (or to the estate of any such parties) of an Investor (HOWEVER, that, in the case of an Investor any Purchaser that is a partnership, no such opinion or other documentation shall be required if such notice shall cover a distribution by such partnership or a limited liability company, as the case may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders (in the case of an Investor that is a corporation)partners. Each certificate for Preferred of Restricted Stock or Registrable Securities transferred as above provided shall bear the legend set forth in Section 2, except that such certificate shall not bear such legend if unless (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale Public Sale without registration under the Securities Act. The foregoing restrictions on transferability of Restricted Stock shall terminate as to any particular shares of Restricted Stock when such shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement concerning such shares. Whenever a holder of Restricted Stock is able to demonstrate to the Company (and its counsel) that the provisions of Rule 144(k) of the Securities Act are available to such holder without limitation, such holder of Restricted Stock shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 2.

Notice of Proposed Transfer. Subject The holder of each certificate representing Restricted Securities, by acceptance thereof, agrees to comply in all events to respects with the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as provisions of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior this Section 2.4. Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Stock or Registrable Securities (other than Restricted Securities, unless there is in effect a registration statement under the circumstances described in Sections 4, 5 or 6)Securities Act covering the proposed transfer, the holder thereof shall give written notice to the Company of its such holder's intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner and circumstances of the proposed sale, assignment, transfer or pledge in sufficient detail anddetail, unless waived in writing by the Company, and shall be accompanied (except in transactions in compliance with Rule 144) by an either (i) a written opinion of legal counsel who shall be reasonably satisfactory to the Company addressed to the Company and reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed sale, assignment, transfer or pledge of the Restricted Securities may be effected without registration under the Securities Act Act, or (ii) (x) a "no action letter" from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by such staff that action be taken with respect thereto and any applicable state securities laws(y) a copy of such holder's request (together with all supplements or amendments thereto) for such letter which shall have been provided to the Company at or prior to the time of first delivery to the Commission's staff, whereupon the holder of such stock Restricted Securities shall be entitled to transfer such stock Restricted Securities in accordance with the terms of its the notice delivered by the holder of such stock to the Company; provided, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) to one or more partners or members or retired partners or retired members (or to the estate of any such parties) of an Investor (in the case of an Investor that is a partnership or a limited liability company, as the case may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders (in the case of an Investor that is a corporation). Each certificate for Preferred Stock or Registrable evidencing the Restricted Securities transferred as provided for above provided shall bear the appropriate restrictive legend set forth in Section 22.3 above, except that such certificate shall not bear such restrictive legend if if, in the opinion of counsel for the Company or counsel for such holder, which opinion and counsel shall be satisfactory to counsel for the Company, such legend is not required in order to establish compliance with any provisions of the Securities Act. Notwithstanding the provisions above, no such opinion of counsel or "no action letter" shall be necessary for a transfer by an Investor (i) which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner or the transfer is in accordance with by gift, will or intestate succession of any partner to his or her spouse or to the provisions siblings, lineal descendants or ancestors of Rule 144 (such partner or any other rule permitting public sale without registration under the Securities Act) his or her spouse, or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of an Investor if, in each case, the Company) would transferee agrees in writing to be entitled subject to transfer such securities in a public sale without registration under the Securities Actterms hereof to the same extent as if he or she were an original Investor hereunder.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Restricted Stock or Registrable Securities (other than under the circumstances described in Sections 4, 5 or 6Section 4 hereof), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed sale, assignment, transfer or pledge of such Restricted Stock may be effected without registration under the Securities Act and any applicable state securities lawsAct, whereupon the holder of such stock Restricted Stock shall be entitled to transfer such stock Restricted Stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) to one or more partners or members or retired partners or retired members (or to the estate of any such parties) of an Investor (in the case of an any Investor that is a partnership, no such opinion or other documentation shall be required if such notice shall cover a transfer by such partnership or a limited liability company, as the case may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders (in partners and provided, further, however, that the case of an Investor that is a corporation)shares so transferred shall remain subject to this Agreement. Each certificate for Preferred representing the Restricted Stock or Registrable Securities transferred as above provided shall bear the legend set forth in Section 2, except that such certificate shall not bear such legend if unless (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) and is not made by an affiliate of the Company or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The foregoing restrictions on transferability of Restricted Stock shall terminate as to any particular shares of Restricted Stock when such shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or the sellers thereof set forth in the registration statement concerning such shares. Whenever a holder of Restricted Stock is able to demonstrate to the Company (and its counsel) that the provisions of Rule 144(k) of the Securities Act are available to such holder without limitation, such holder of Restricted Stock shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 2 in exchange for the surrender of the existing certificate, which shall be marked canceled by the Company.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Stock or Registrable Restricted Securities (other than under the circumstances described in Sections 4, Section 4 or 5 or 6hereof), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed sale, assignment, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities lawsAct, whereupon the such holder of such stock shall be entitled to transfer such stock securities in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; providedPROVIDED, howeverHOWEVER, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws by a holder of Restricted Securities (ax) to one an Affiliate of such holder or more partners (y) in the case of a holder that is a partnership, to a partner or members employee of such holder or a retired partner or retired partners or retired members (employee of such holder who retires after the date hereof, or to the estate of any such parties) of an Investor (in the case of an Investor that is a partnership partner, retired partner, employee or retired employee, or a limited liability companytransfer by gift, as will or intestate succession from any holder of Restricted Securities to his or her spouse or members of his or her or his or her spouse's family or a trust for the benefit of any of the foregoing persons, in any such case may beset forth in clauses (x) and (y), (b) only if the transferee agrees in writing to be subject to the terms hereof to the same extent as if such transferee were an Investor Affiliate, (c) to a wholly-owned subsidiary original holder of an Investor, or (d) by an Investor to its stockholders (in the case of an Investor that is a corporation)Restricted Securities hereunder. Each certificate for Preferred Stock or Registrable All Restricted Securities transferred as above provided shall bear the legend set forth in Section 2, except that such certificate securities shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”a) regarding the transfer of capital stock, prior Prior to any proposed sale, assignmentpledge, hypothecation or other transfer or pledge (other than a pledge in favor of the Company) of any Preferred Stock or Registrable Securities (other than under the circumstances described in Sections 4Section 3.3, 5 3.4 or 63.5), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignmentpledge, transfer hypothecation or pledgeother transfer. Each such notice shall describe the manner of the proposed sale, assignmentpledge, hypothecation or other transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, Company shall be accompanied by either (i) an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed sale, assignmentpledge, hypothecation or other transfer or pledge may be effected without registration under the Securities Act and any applicable state or (ii) a "no action" letter from the Commission to the effect that the distribution of such securities lawswithout registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; providedPROVIDED, howeverHOWEVER, that no such opinion of counsel or "no action" letter shall be required for a transfer made in accordance with all applicable securities laws (a) distribution to one or more partners or members or retired partners or retired members (or to of the estate of any such parties) of an Investor transferor (in the case of an Investor a transferor that is a partnership or a limited liability company, as the case may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders stockholder (in the case of an Investor a transferor that is a corporation)) or to a trust grantor (in the case of a transferor that is a trust) in each case in respect of the beneficial interest of such partner, stockholder or trust. Each certificate for Preferred Stock or Registrable Securities transferred as above provided shall bear the appropriate restrictive legend set forth in Section 23.1, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel or "no-action" letter referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate Affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act or that such legend is not required to establish compliance with any provisions of the Securities Act. Notwithstanding any other provision hereof, the restrictions provided for in this Section 3.2 shall not apply to securities which are not required to bear the legend prescribed by Section 3.1 in accordance with the provisions of that Section. If the Company does not accept an opinion of counsel required hereby signed by the original holder's counsel (it being agreed that an opinion of Xxxxxxxx Xxxxx & Deutsch LLP shall be considered satisfactory), the Company will pay the reasonable fees and disbursements of other counsel in connection with all opinions rendered by them pursuant to this Section 3.2. * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Restricted Stock or Registrable Securities Investor Shares, as the case may be, (other than under the circumstances described in Sections Section 4, 5 or 66 hereof), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company (it being agreed that Nossaman, Guthner, Knox & Elliott, LLP shall be satisfactory) to the effect that xxx proxxxxx xransfer of the proposed saleRestricted Stock or Investor Shares, assignmentas the case may be, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities lawsAct, whereupon the holder of such stock Restricted Stock or Investor Shares, as the case may be, shall be entitled to transfer such stock Restricted Stock or Investor Shares, as the case may be, in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; providedPROVIDED, howeverHOWEVER, that no such opinion of counsel or other documentation shall be required for if such notice shall cover a distribution by Welsh, Carson, Anderson & Stowe VII, L.P. ("WCAS VII") or WCAS Healthcare Parxxxxx, X.P. xx xheir respective partners; and FURTHER PROVIDED, that no such opinion or documentation shall be required if such notice shall cover a transfer made in accordance with all applicable securities laws by Baylor Health Services (a"Baylor") to one or more partners or members or retired partners or retired members an entity to which Baylor may transfer its membership interest in Texas Health Ventures Group L.L.C. (or "THVGl") under Section 4.1(a) of the Second Amended and Restated Regulations of THVGl dated as of June 1,1999, so long as Baylor delivers other evidence, reasonably acceptable to the estate of any such parties) of an Company, to the effect that the proposed transfer may be effected without registration under the Securities Act. Each certificate for Restricted Stock or Investor (in the case of an Investor that is a partnership or a limited liability companyShares, as the case may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders (in the case of an Investor that is a corporation). Each certificate for Preferred Stock or Registrable Securities transferred as above provided shall bear the legend set forth in Section 2, except that such certificate shall not bear such legend if unless (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act."

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed saletransfer of any Restricted Stock or Management Stock, assignment, transfer or pledge as the case may be (other than in a pledge in favor of the Company) of any Preferred Stock or Registrable Securities (other than under the circumstances described in registered offering as contemplated by Sections 4, 5 or 66 hereof), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed sale, assignment, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities lawsAct, whereupon whereupon, subject to the terms of the Stockholders' Agreement, such holder of such stock shall be entitled to transfer such stock securities in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel shall be required for if such notice shall cover a transfer made in accordance with all applicable securities laws (a) to one or more partners or members or retired partners or retired members (or to the estate distribution by a holder of any such parties) of an Investor (in the case of an Investor Restricted Stock that is a partnership or a limited liability companycompany to a partner or member of such holder if such distribution is made after the expiration of the holding period specified with respect thereto in Rule 144(d)(1) under the Securities Act, pro rata in accordance with the respective partnership or limited liability company agreement of such Purchaser without payment of additional consideration therefor by such partners or members. Each certificate for Restricted Stock or Management Stock, as the case may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders (in the case of an Investor that is a corporation). Each certificate for Preferred Stock or Registrable Securities transferred as above provided shall bear the legend set forth in Section 2, except that such certificate shall not bear such legend if unless (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate Affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act.. If at any time after an initial public offering of the Common Stock, any holder of Restricted Stock or Management Stock shall intend to sell such securities publicly (if permitted by Section 2 of the Stockholders' Agreement and other than in a registered offering as contemplated by Sections 4, 5 or 6 hereof) or to distribute such securities in a manner that is likely to result in sales into the public market, such holder shall give notice of such intention to the Company, each Institutional Investor and TPC and shall refrain from effecting any such sale or distribution for a period of five days. If other holders shall have given notice of a similar intention at any time prior to the end of such five day period, the holders of Restricted Stock or Management Stock expressing such intention shall endeavor, subject to the provisions of the

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Shares, Conversion Shares or Restricted Stock or Registrable Securities (other than under the circumstances described in Sections 4Section 2.3, 5 2.4, 2.5 or 62.6), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed sale, assignment, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities laws, whereupon the holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) to one or more partners or members or retired partners or retired members (or to of the estate of any such parties) of an Investor transferor (in the case of an Investor a transferor that is a partnership or a limited liability company, as the case may be), (brespectively) or to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders affiliated corporation (in the case of an Investor a transferor that is a corporation); provided, further, however, that any transferee shall execute and deliver to the Company a representation letter in form reasonably satisfactory to the Company’s counsel to the effect that the transferee is acquiring such shares for its own account, for investment purposes and without any view to distribution thereof. Each certificate for Preferred Shares, Conversion Shares or Restricted Stock or Registrable Securities transferred as above provided shall bear the legend set forth in Section 22.1, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The restrictions provided for in this Section 2.2 shall not apply to securities which are not required to bear the legend prescribed by Section 2.1 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”a) regarding the transfer of capital stock, prior Prior to any proposed sale, assignmentpledge, hypothecation or other transfer or pledge (other than a pledge in favor of the Company) of any Preferred Stock or Registrable Securities (other than under the circumstances described in Sections 4Section 4.3, 5 4.4 or 64.5), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignmentpledge, transfer hypothecation or pledgeother transfer. Each such notice shall describe the manner of the proposed sale, assignmentpledge, hypothecation or other transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, Company shall be accompanied by either (i) an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed sale, assignmentpledge, hypothecation or other transfer or pledge may be effected without registration under the Securities Act and any applicable state or (ii) a "no action" letter from the Commission to the effect that the distribution of such securities lawswithout registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel or "no action" letter shall be required for a transfer made in accordance with all applicable securities laws (a) distribution to one or more partners or members or retired partners or retired members (or to of the estate of any such parties) of an Investor transferor (in the case of an Investor a transferor that is a partnership or a limited liability company, as the case may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders stockholder (in the case of an Investor a transferor that is a corporation)) or to a trust grantor (in the case of a transferor that is a trust) in each case in respect of the beneficial interest of such partner, stockholder or trust. Each certificate for Preferred Stock or Registrable Securities transferred as above provided shall bear the appropriate restrictive legend set forth in Section 24.1, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel or "no-action" letter referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate Affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act or that such legend is not required to establish compliance with any provisions of the Securities Act. Notwithstanding any other provision hereof, the restrictions provided for in this Section 4.2 shall not apply to securities which are not required to bear the legend prescribed by Section 4.1 in accordance with the provisions of that Section. If the Company does not accept an opinion of counsel required hereby signed by the original holder's counsel (it being agreed that an opinion of Xxxxx Xxxxxxxxxx LLP, Xxxxxxx, Del Deo, Dolan, Griffinger & Xxxxxxxxx, P.C., Xxxxxxxx Xxxxx & Deutsch LLP or Sidley Xxxxxx Xxxxx & Xxxx LLP shall be considered satisfactory), the Company will pay the reasonable fees and disbursements of other counsel in connection with all opinions rendered by them pursuant to this Section 4.2.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Stock or Registrable Securities Restricted Stock (other than under the circumstances described in Sections 45, 5 6 or 67), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed saletransfer and other than in connection with customary transfers under Rule 144 promulgated under the Securities Act, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed sale, assignment, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities laws, whereupon the holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) to one or more partners or partners, retired partners, members or retired partners or retired members (or to of the estate of any such parties) of an Investor transferor (in the case of an Investor a transferor that is a partnership or a limited liability company, as respectively) in proportion to such partner’s, retired partner’s, member’s or retired member’s interest in the case may be), (b) partnership or limited liability company or to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders affiliated corporation (in the case of an Investor a transferor that is a corporation); provided, further, however, that any transferee shall execute and deliver to the Company a representation letter in form reasonably satisfactory to the Company’s counsel to the effect that the transferee is acquiring such shares for its own account, for investment purposes and without any view to distribution thereof. No transfers may be made pursuant to this Section 4 to a Person reasonably determined by a majority of the Board of Directors, with such majority to include a majority of the Investor Directors, who is a competitor of the Company. Each certificate for Preferred Stock or Registrable Securities Restricted Stock transferred as above provided shall bear the legend set forth in Section 23, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate Affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. Any transferee to whom rights under this Agreement are transferred shall (A) as a condition to such transfer, promptly deliver to the Company a written instrument by which such transferee agrees to be bound by the obligations imposed upon holders under this Agreement to the same extent as if such transferee were a holder under this Agreement; (B) within a reasonable amount of time after such transfer furnish the Company with written notice of such transferee’s name and address, and the securities with respect to which such registration rights are being assigned; and (C) deemed to be a holder hereunder for all purposes.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any --------------------------- Preferred Shares, Conversion Shares or Restricted Stock or Registrable Securities (other than under the circumstances described in Sections 4, 5 or 6), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company (it being agreed that Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP and Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP shall be satisfactory) to the effect that the proposed sale, assignment, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities lawsAct, whereupon the holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel shall be required for a -------- ------- transfer made in accordance with all applicable securities laws (a) to one or more partners or members or retired partners or retired members (or to of the estate of any such parties) of an Investor transferor (in the case of an Investor a transferor that is a partnership or a limited liability company, as the case may bepartnership), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary one or more members of an Investor, or (d) by an Investor to its stockholders the transferor (in the case of a transferor that is a limited liability company) or to an Investor affiliated corporation (in the case of a transferor that is a corporation); provided, -------- further, however, that any transferee other than a partner or affiliate of the ------- ------- transferor shall execute and deliver to the Company a representation letter in form reasonably satisfactory to the Company's counsel to the effect that the transferee is acquiring Restricted Stock for its own account, for investment purposes and without any view to distribution thereof, and further agreeing to become bound to this Agreement as a holder of Restricted Stock . Each certificate for Preferred Shares or Conversion Shares or Restricted Stock or Registrable Securities transferred as above provided shall bear the legend set forth in Section 2, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section. If the Company does not accept an opinion of counsel required hereby signed by Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP or Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP, the Company will pay the reasonable fees and disbursements of other counsel in connection with all opinions rendered by them pursuant to this Section 3.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Restricted Stock or Registrable Securities (other than under the circumstances described in Sections 4, 5 or 6), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the CompanyCompany (it being understood that if such transfer is intended to be in accordance with the provisions of Rule 144, the Company shall generally not require an opinion of counsel), shall be accompanied by an opinion of counsel reasonably satisfactory to the Company (PROVIDED, HOWEVER, that if counsel to the Company disagrees with such opinion, the parties shall seek a no-action letter from the Commission with respect to such matter) to the effect that the proposed sale, assignment, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities lawsAct, whereupon the holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; providedPROVIDED, howeverHOWEVER, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) to one or more partners or members or retired partners or retired members (or to of the estate of any such parties) of an Investor transferor (in the case of an Investor a transferor that is a partnership partnership) or a limited liability company, as the case may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders affiliated corporation (in the case of an Investor a transferor that is a corporation). Each certificate for Preferred Restricted Stock or Registrable Securities transferred as above provided shall bear the legend set forth in Section 2, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section. If the Company does not accept an opinion of counsel required hereby signed by the original holder's general counsel, the Company will pay the reasonable fees and disbursements of other counsel in connection with all opinions rendered by them pursuant to this Section 3.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) --------------------------- any share of any Preferred Restricted Stock or Registrable Securities Founders Stock (other than under the circumstances described in Sections Section 4, 5 or 66 hereof), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company (it being agreed that Kalow, Springut & Xxxxxxxx LLP shall be satisfactory) to the effect that the proposed saletransfer of the Founders Stock or Restricted Stock, assignmentas the case may be, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities lawslaw, whereupon the holder of such stock shall be entitled to Founders Stock or Restricted Stock, as the case may be, may transfer such stock Founders Stock or Restricted Stock, as the case may be, in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that -------- ------- no such opinion of counsel or other documentation shall be required if such notice states that no value is being given for the transfer and covers (i) a transfer made in accordance with all applicable securities laws (a) distribution by a partnership to one or more its partners or members or retired partners or retired members (or to the estate of any such parties) of an Investor (in the case of an Investor that is a partnership or by a limited liability company to its members or (ii) a transfer by a partnership, corporation or limited liability company to an affiliated entity or an entity that is under common management with the transferring partnership, corporation or limited liability company. Each certificate of Founders Stock or Restricted Stock, as the case may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders (in the case of an Investor that is a corporation). Each certificate for Preferred Stock or Registrable Securities transferred as above provided shall bear the legend set forth in Section 2, except that such certificate shall not bear such legend if unless (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting public sale Public Sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale Public Sale without registration under the Securities Act. The restrictions provided for in this Section shall not apply to securities that are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended terms and Restated Stockholders Agreement dated as conditions of the date hereof (the “Stockholders this Agreement”) regarding the transfer of capital stock, prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) Transfer of any Preferred Stock Stock, Warrants or Registrable Securities Warrant Shares (other than under the circumstances described in Sections 43.3, 5 3.4 or 63.5), each Investor (and any subsequent holder of the holder thereof Preferred Stock, Warrants or Warrant Shares) shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgeTransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail Transfer and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory in substance to the Company to the effect that the proposed sale, assignment, transfer or pledge Transfer may be effected without registration under the Securities Act and any applicable state securities laws, whereupon the holder of such stock Preferred Stock, Warrants or Warrant Shares shall be entitled to transfer Transfer such stock Preferred Stock, Warrants or Warrant Shares in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; providedPROVIDED, howeverHOWEVER, that no such opinion of counsel or notice to the Company prior to Transferring shares of Preferred Stock, Warrants or Warrant Shares shall be required for for: (i) a transfer made in accordance with all applicable securities laws (a) Transfer to one or more partners or members or retired limited partners or retired members (or to of the estate of any such parties) of an Investor Transferor (in the case of an Investor a Transferor that is a partnership or a limited liability companycompany or limited partnership, as the case may berespectively), ; (bii) a Transfer to an Investor Affiliate, (c) to a wholly-owned subsidiary Affiliate of an Investor, or (d) by an Investor to its stockholders the Transferor (in the case of an Investor a Transferor that is a corporation). Each certificate for Preferred Stock , or Registrable Securities transferred as above provided shall bear a pledge by MCG to lenders from which MCG borrows funds in the legend set forth in Section 2ordinary course of business; (iii) a Transfer to a Transferor's spouse, except that such certificate shall not bear such legend if parent, child or grandchild; or (iiv) such transfer is in accordance with the provisions of Rule 144 a Transfer to a trust (or any business entity such as a family limited partnership) under which a Transferor, or such Transferor's spouse, parent, child or grandchild, is a beneficiary, and under which there are no beneficiaries other rule permitting public sale without registration under the Securities Act) than such Transferor or such family members (ii) the opinion of counsel referred to above is in all such cases, a "PERMITTED TRANSFEREE"); PROVIDED, FURTHER, HOWEVER, that each Investor shall promptly provide written notice to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled Company after it has effected such Transfer to transfer such securities in a public sale without registration under the Securities ActPermitted Transferee.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Stock or Registrable Restricted Securities (other than under the circumstances described in Sections 4, Section 4 or 5 or 6hereof), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed sale, assignment, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities lawsAct, whereupon the such holder of such stock shall be entitled to transfer such stock securities in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) by a holder of Restricted Securities which is a partnership to one a partner or more partners employee of such holder or members a retired partner or retired partners or retired members (employee of such holder who retires after the date hereof, or to the estate of any such parties) of an Investor (in the case of an Investor that is a partnership partner, retired partner, employee or retired employee, or a limited liability companytransfer by gift, will or intestate succession from any holder of Restricted Securities to his or her spouse or members of his or her or his or her spouse’s family or a trust for the benefit of any of the foregoing persons, if the transferee agrees in writing to be subject to the terms hereof to the same extent as the case may be), (b) to if such transferee were an Investor Affiliate, (c) to a wholly-owned subsidiary original holder of an Investor, or (d) by an Investor to its stockholders (in the case of an Investor that is a corporation)Restricted Securities hereunder. Each certificate for Preferred Stock or Registrable All Restricted Securities transferred as above provided shall bear the legend set forth in Section 2, except that such certificate securities shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 of the Securities Act (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Stock or Registrable Securities (other than under the circumstances described in Sections 3 or 4, 5 or 6), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed sale, assignment, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities lawsAct, whereupon the holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) to one or more partners or members or retired partners or retired members (or to of the estate of any such parties) of an Investor transferor (in the case of an Investor a transferor that is a partnership or a limited liability company, as the case may bepartnership), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary one or more members of an Investor, or (d) by an Investor to its stockholders the transferor (in the case of a transferor that is a limited liability company) or to an Investor affiliated corporation (in the case of a transferor that is a corporation); provided, further, however, that any transferee other than a partner or affiliate of the transferor shall execute and deliver to the Company a representation letter in form reasonably satisfactory to the Company's counsel to the effect that the transferee is acquiring Registrable Securities for its own account, for investment purposes and without any view to distribution thereof. Each certificate for Preferred Stock or Registrable Securities transferred as above provided shall bear the legend set forth in Section 211, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The restrictions provided for in this Section 12 shall not apply to securities which are not required to bear the legend prescribed by Section 11 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as Notwithstanding any other provisions of the date hereof (the “Stockholders this Agreement”) regarding the transfer of capital stock, prior to any proposed sale, assignmentpledge, hypothecation or other transfer or pledge (other than a pledge in favor of the Company) of any Preferred Stock or Registrable Securities (other than under the circumstances described in Sections 4, 5 or 6)Shares, the holder thereof shall give written notice to the Company Corporation of its intention to effect such sale, assignmentpledge, transfer hypothecation or pledgeother transfer. Each such notice shall describe the manner of the proposed sale, assignmentpledge, hypothecation or other transfer or pledge in sufficient detail and, unless waived in writing if requested by the CompanyCorporation, shall be accompanied by either (i) an opinion of counsel reasonably satisfactory to the Company Corporation to the effect that the proposed sale, assignmentpledge, hypothecation or other transfer or pledge may be effected without registration under the Securities Act and any applicable state or (ii) a "no action" letter from the Commission to the effect that the distribution of such securities lawswithout registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto (it being understood that if such transfer is intended to be pursuant to the provisions of Rule 144 under the Securities Act, the Corporation shall not require an opinion of counsel or no-action letter), whereupon the holder of such stock securities shall be entitled to transfer such stock securities in accordance with the terms of its notice delivered by the holder of such stock to the Company; provided, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) to one or more partners or members or retired partners or retired members (or to the estate of any such parties) of an Investor (in the case of an Investor that is a partnership or a limited liability company, as the case may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders (in the case of an Investor that is a corporation)notice. Each certificate for Preferred Stock or Registrable Securities Shares transferred as provided above provided shall bear the appropriate restrictive legend set forth in Section 24.1, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 under the Securities Act (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel or "no-action" letter referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the CompanyCorporation) would be entitled to transfer such securities in a public sale without registration under the Securities Act or that such legend is not required to establish compliance with any provisions of the Securities Act. Notwithstanding any other provision hereof, the restrictions provided for in this Section 4.2 shall not apply to securities which are not required to bear the legend prescribed by Section 4.1 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Stock, Conversion Shares, Founder Stock or Registrable Securities Restricted Stock (other than under the circumstances described in Sections 4, 5 or 6), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed sale, assignment, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities laws, whereupon the holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel shall be required for (i) a transfer made in accordance with all applicable securities laws (a) to one or more stockholders, partners or members or retired partners or retired members (or to of the estate of any such parties) of an Investor transferor (in the case of an Investor a transferor that is a corporation, partnership or a limited liability company, as the case may berespectively), (bii) a transfer to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders affiliated corporation (in the case of an Investor a transferor that is a corporation)) or (iii) a transfer to any Affiliate of any holder; provided, further, however, that any transferee other than a transferee receiving such shares for no consideration shall execute and deliver to the Company a representation letter in form reasonably satisfactory to the Company’s counsel to the effect that the transferee is acquiring such shares for its own account, for investment purposes and without any view to distribution thereof. Each certificate for Preferred Stock, Conversion Shares, Founder Stock or Registrable Securities Restricted Stock transferred as above provided shall bear the legend in substantially the form set forth in Section 2, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities that are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section. Each certificate representing shares of Preferred Stock, Conversion Shares, Founder Stock and Restricted Stock shall be imprinted with a legend substantially in the following form: THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO, AND IN CERTAIN CASES PROHIBITED BY, THE TERMS AND CONDITIONS OF THE SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT, DATED AS OF MARCH 22, 2010, BY AND AMONG THE COMPANY AND CERTAIN STOCKHOLDERS PARTIES THERETO. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Shares, Restricted Stock or Registrable Securities Founders Stock (other than under the circumstances described in Sections Section 4, 5 or 66 hereof), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company (it being agreed that Reboul, MacMurray, Hxxxxx, Xxxxxxx & Kristol and Bxxxxxxx Ingersoll Professional Corporation shall be satisfactory) to the effect that the proposed saletransfer of such Preferred Shares, assignmentRestricted Stock or Founders Stock, transfer or pledge as the case may be, may be effected without registration under the Securities Act and any applicable state securities lawsAct, whereupon the holder of such stock Preferred Shares, Restricted Stock or Founders Stock, as the case may be, shall be entitled entitled, subject to that certain Stockholders Agreement dated as of the date hereof by and among the Company, the Purchasers and the Founders, to transfer such stock Preferred Shares, Restricted Stock or Founders Stock, as the case may be, in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) to one or more partners or members or retired partners or retired members (or to the estate of any such parties) of an Investor (in the case of an Investor any Purchaser that is a partnership, no such opinion or other docu- mentation shall be required if such notice shall cover a transfer by such partnership to its partners. Each certificate representing the Preferred Shares, Restricted Stock or a limited liability companyFounders Stock, as the case may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders (in the case of an Investor that is a corporation). Each certificate for Preferred Stock or Registrable Securities transferred as above provided shall bear the legend set forth in Section 2, except that such certificate shall not bear such legend if unless (i) — such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The foregoing restrictions on transferability of the Preferred Shares, Restricted Stock and Founders Stock shall terminate as to any particular Preferred Shares or shares of Restricted Stock or Founders Stock, as the case may be, when such shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement concerning such shares. Whenever a holder of any Preferred Shares, Restricted Stock or Founders Stock is able to demonstrate to the Company (and its counsel) that the provisions of Rule I44(k) of the Securities Act are available to such holder without limitation, such holder of Preferred Shares, Restricted Stock or Founders Stock, as the case may be, shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 2.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Restricted Stock or Registrable Securities (other than under the circumstances described in Sections 45, 5 6 or 67 hereof), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed sale, assignment, transfer or pledge of such Restricted Stock may be effected without registration under the Securities Act and any applicable state securities lawsAct, whereupon the holder of such stock Restricted Stock shall be entitled to transfer such stock Restricted Stock in accordance with the terms of its notice delivered by notice; PROVIDED, HOWEVER, that in the case of any holder of Preferred Stock that is a partnership or limited liability company, no such stock opinion or other documentation shall be required if such notice shall cover a pro-rata distribution by such partnership or limited liability company to the Companyits partners or members; providedPROVIDED, howeverFURTHER, that no such opinion of counsel or other documentation shall be required for if such notice shall describe the transfer (i) from a transfer made holder of Restricted Stock to a shareholder, affiliate, spouse or lineal descendant of such person or (ii) from one News Group Company (as hereinafter defined) to another News Group Company, provided that, in accordance with each such case, any such transferee shall agree in writing to be bound by, and to comply with, all applicable securities laws provisions of the Agreement and be deemed a Stockholder for purposes of this Agreement. For purposes of this section, a "News Group Company" shall mean British Sky Broadcasting plc and any other entity, affiliate, person or joint venture, including any successors, in which News Corporation (aX) holds at least a 25% voting or non-voting equity interest and (Y) possesses the power, either directly or indirectly, to one direct or more partners or members or retired partners or retired members (or to the estate of any such parties) of an Investor (participate in the case direction of an Investor that is a partnership management and policies of such entity, affiliate, person or a limited liability companyjoint venture, as whether through the case may be)ownership of voting securities, (b) by contract or otherwise. In addition to an Investor Affiliateany legend required by the Stockholders Agreement, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders (in each certificate representing the case of an Investor that is a corporation). Each certificate for Preferred Restricted Stock or Registrable Securities transferred as above provided shall bear the legend set forth in Section 23, except that such certificate shall not bear such legend if unless (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The foregoing restrictions on transferability of Restricted Stock shall terminate as to any particular shares of Restricted Stock when such shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement concerning such shares. Whenever a holder of Restricted Stock is able to demonstrate to the reasonable satisfaction of the Company (and its counsel) that the provisions of Rule 144(k) of the Securities Act (or subsequent similar rule) are available to such holder without limitation, such holder of Restricted Stock shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 3.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Restricted Stock, Series B Warrants, Series B Warrant Shares, Original Stockholders Stock, Convertible Preferred Stock Shares, Conversion Shares or Registrable Securities Series E Preferred Stock, as the case may be, (other than under the circumstances described in Sections Section 4, 5 5, 6, 7 or 68 hereof), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company (it being agreed that Reboul, MacMurray, Xxxxxx, Xxxxxxx & Kristol and Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP shall be satisfactory) to the effect that the proposed saletransfer of the Restricted Stock, assignmentSeries B Warrants, transfer Series B Warrant Shares, Original Stockholders Stock, Convertible Preferred Shares, Conversion Shares or pledge Series E Preferred Stock, as the case may be, may be effected without registration under the Securities Act and any applicable state securities lawsAct, whereupon the such holder of such stock shall be entitled to transfer such stock securities in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel or other documentation shall be required for if such notice shall cover a transfer made in accordance with all applicable securities laws (a) to one or more partners or members or retired partners or retired members (or to the estate of distribution by any such parties) of an Investor (in the case of an Cash Investor that is a partnership to its partners; and provided, further, however, that no such opinion shall be required if such notice shall cover a transfer to a "Qualified Institutional Buyer," as defined in Rule 144A under the Securities Act, and the Company shall have received a written representation (in form reasonably satisfactory to the Company) from the proposed transferee to such effect. Each certificate for Restricted Stock, Series B Warrants, Series B Warrant Shares, Original Stockholders Stock, Convertible Preferred Shares, Conversion Shares or a limited liability companySeries E Preferred Stock, as the case may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders (in the case of an Investor that is a corporation). Each certificate for Preferred Stock or Registrable Securities transferred as above provided shall bear the legend set forth in Section 2, except that such certificate shall not bear such legend if unless (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The foregoing restrictions on transferability of Restricted Stock, Series B Warrants, Series B Warrant Shares, Original Stockholders Stock, Convertible Preferred Shares, Conversion Shares and Series E Preferred Stock shall terminate as to any such securities when the same shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement concerning such shares. Whenever a holder of Restricted Stock, Series B Warrant Shares, Original Stockholders Stock, Convertible Preferred Shares, Conversion Shares or Series E Preferred Stock is able to demonstrate to the reasonable satisfaction of the Company (and its counsel) that the provisions of Rule 144 (k) of the Securities Act (or any successor rule) are available to such holder without limitation, such holder shall be entitled to receive from the Company, without expense, a new certificate representing such securities that does not bear the restrictive legend set forth in Section 2.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”a) regarding the transfer of capital stock, prior Prior to any proposed sale, assignmentpledge, hypothecation or other transfer or pledge (other than a pledge in favor of the Company) of any Preferred Stock or Registrable Securities (other than under the circumstances described in Sections 4Section 4.1, 5 4.2 or 64.3), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignmentpledge, transfer hypothecation or pledgeother transfer. Each such notice shall describe the manner of the proposed sale, assignmentpledge, hypothecation or other transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, Company shall be accompanied by either (i) an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed sale, assignmentpledge, hypothecation or other transfer or pledge may be effected without registration under the Securities Act and any applicable state or (ii) a “no action” letter from the Commission to the effect that the distribution of such securities lawswithout registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel or “no action” letter shall be required (i) for a transfer made in accordance with all applicable securities laws (a) distribution to one or more partners or members or retired partners or retired members (or to of the estate of any such parties) of an Investor transferor (in the case of an Investor a transferor that is a partnership or a limited liability company, as ) in each case in respect of the case may be), beneficial interest of such partner or member; (bii) for any transfer by a Series A Holder to an Investor Affiliate, (c) to a wholly-owned subsidiary any Affiliate of an Investor, such Series A Holder; or (diii) by an Investor to its stockholders for transfers made in accordance with the provisions of Rule 144 (in or any rule permitting public sale without registration under the case of an Investor that is a corporationSecurities Act) including Rule 144(k). Each certificate for Preferred Stock or Registrable Securities transferred as above provided shall bear the appropriate restrictive legend set forth in Section 23.1, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel or “no-action” letter referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate Affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act or that such legend is not required to establish compliance with any provisions of the Securities Act. Notwithstanding any other provision hereof, the restrictions provided for in this Section 3.2, shall not apply to securities which are not required to bear the legend prescribed by Section 3.1 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Restricted Stock or Registrable Securities (other than under the circumstances described in Sections Section 4, 5 or 66 hereof), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed saletransfer of the Restricted Stock, assignmentas the case may be, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities laws, whereupon Act. In the event that (but only in the event that) the holder of such stock Restricted Stock gives such written notice and provides such opinion, if requested by the Company, the holder of such Restricted Stock shall be entitled to transfer such stock Restricted Stock in accordance with the terms of its notice delivered by the holder of such stock to the Company; providednotice, howeverPROVIDED, HOWEVER, that no such opinion of counsel or documentation shall be required for a transfer made in accordance with all applicable securities laws (a) if the notice pertains to one or more partners or members or retired partners or retired members (or distribution by any holder pursuant to the estate of any such parties) of an Investor (in the case of an Investor that is a partnership or a limited liability company, as the case may be), subpart (b) to an Investor Affiliate, or (c) to a wholly-owned subsidiary of an Investor, or Section 2 of that certain Fourth Amended and Restated Shareholders Agreement of even date herewith between the parties hereto (d) by an Investor to its stockholders (in the case of an Investor that is a corporation"Shareholders Agreement"). Each certificate instrument for Preferred Restricted Stock or Registrable Securities transferred as above provided shall bear the legend set forth in Section 2, except that such certificate instrument shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The foregoing restrictions on transferability of Restricted Stock shall terminate as to any particular shares of Restricted Stock when such shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement concerning such shares.

Notice of Proposed Transfer. Subject The holder of each certificate representing Restricted Securities by acceptance thereof agrees to comply in all events to respects with the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as provisions of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior this Section 4. Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Stock or Registrable Restricted Securities (other than (i) a transfer not involving a change in beneficial ownership, (ii) in transactions involving the distribution without consideration of Restricted Securities by the Investor to any of its partners, or retired partners, or to the estate of any of its partners or retired partners, (iii) in transactions involving the transfer without consideration of Restricted Securities by the Investor during his lifetime by way of gift or on death by will or intestacy, (iv) in transactions involving the transfer or distribution of Restricted Securities by a corporation to any subsidiary, parent or affiliated corporation of such corporation, or (v) in transactions in compliance with Rule 144 promulgated under the circumstances described Securities Act ("Rule 144"), unless there is in Sections 4, 5 or 6)effect a registration statement under the Securities Act covering the proposed transfer, the holder thereof shall give written notice to the Company of its such holder's intention to effect such transfer, sale, assignment, transfer assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment, transfer assignment or pledge in sufficient detail anddetail, unless waived in writing by the Company, and shall be accompanied accompanied, at such holder's expense by either (i) an unqualified written opinion of legal counsel who shall be, and whose legal opinion shall be, reasonably satisfactory to the Company addressed to the Company, to the effect that the proposed sale, assignment, transfer or pledge of the Restricted Securities may be effected without registration under the Securities Act and any applicable state Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities lawswithout registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such stock Restricted Securities shall be entitled to transfer such stock Restricted Securities in accordance with the terms of its the notice delivered by the holder of such stock to the Company; provided, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) to one or more partners or members or retired partners or retired members (or to the estate of any such parties) of an Investor (in the case of an Investor that is a partnership or a limited liability company, as the case may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders (in the case of an Investor that is a corporation). Each certificate for Preferred Stock or Registrable evidencing the Restricted Securities transferred as above provided shall bear bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 23 above, except that such certificate shall not bear such restrictive legend if (i) such transfer is if, in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee for such holder and any subsequent transferee (other than an affiliate of the Company) would be entitled , such legend is not required in order to transfer such securities in a public sale without registration under establish compliance with any provision of the Securities Act.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended terms and Restated Stockholders Agreement dated as conditions of the date hereof (the “Stockholders this Agreement”) regarding the transfer of capital stock, prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) Transfer of any Preferred Stock Stock, Warrants or Registrable Securities Warrant Shares (other than under the circumstances described in Sections 43.3, 5 3.4 or 63.5), each Investor (and any subsequent holder of the holder thereof Preferred Stock, Warrants or Warrant Shares) shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgeTransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail Transfer and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory in substance to the Company to the effect that the proposed sale, assignment, transfer or pledge Transfer may be effected without registration under the Securities Act and any applicable state securities laws, whereupon the holder of such stock Preferred Stock, Warrants or Warrant Shares shall be entitled to transfer Transfer such stock Preferred Stock, Warrants or Warrant Shares in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel or notice to the Company prior to Transferring shares of Preferred Stock, Warrants or Warrant Shares shall be required for for: (i) a transfer made in accordance with all applicable securities laws (a) Transfer to one or more partners or members or retired limited partners or retired members (or to of the estate of any such parties) of an Investor Transferor (in the case of an Investor a Transferor that is a partnership or a limited liability companycompany or limited partnership, as the case may berespectively), ; (bii) a Transfer to an Investor Affiliate, (c) to a wholly-owned subsidiary Affiliate of an Investor, or (d) by an Investor to its stockholders the Transferor (in the case of an Investor a Transferor that is a corporation). Each certificate for Preferred Stock , or Registrable Securities transferred as above provided shall bear a pledge by MCG to lenders from which MCG borrows funds in the legend set forth in Section 2ordinary course of business; (iii) a Transfer to a Transferor's spouse, except that such certificate shall not bear such legend if parent, child or grandchild; or (iiv) such transfer is in accordance with the provisions of Rule 144 a Transfer to a trust (or any business entity such as a family limited partnership) under which a Transferor, or such Transferor's spouse, parent, child or grandchild, is a beneficiary, and under which there are no beneficiaries other rule permitting public sale without registration under the Securities Act) than such Transferor or such family members (ii) the opinion of counsel referred to above is in all such cases, a "Permitted Transferee"); provided, further, however, that each Investor shall promptly provide written notice to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled Company after it has effected such Transfer to transfer such securities in a public sale without registration under the Securities ActPermitted Transferee.

Notice of Proposed Transfer. Subject The holder of each certificate representing Restricted Securities by acceptance thereof agrees to comply in all events to respects with the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as provisions of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior this Section 4. Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Stock or Registrable Restricted Securities (other than (i) a transfer not involving a change in beneficial ownership, (ii) in transactions involving the distribution without consideration of Restricted Securities by the Investor to any of its partners, or retired partners, or to the estate of any of its partners or retired partners, (iii) in transactions involving the transfer without consideration of Restricted Securities by the Investor during his lifetime by way of gift or on death by will or intestacy, (iv) in transactions involving the transfer or distribution of Restricted Securities by a corporation to any subsidiary, parent or affiliated corporation of such corporation, or (v) in transactions in compliance with Rule 144), unless there is in effect a registration statement under the circumstances described in Sections 4, 5 or 6)Securities Act covering the proposed transfer, the holder thereof shall give written notice to the Company of its such holder's intention to effect such transfer, sale, assignment, transfer assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment, transfer assignment or pledge in sufficient detail anddetail, unless waived in writing by the Company, and shall be accompanied accompanied, at such holder's expense by either (i) an unqualified written opinion of legal counsel who shall be, and whose legal opinion shall be, reasonably satisfactory to the Company addressed to the Company, to the effect that the proposed sale, assignment, transfer or pledge of the Restricted Securities may be effected without registration under the Securities Act and any applicable state Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities lawswithout registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such stock Restricted Securities shall be entitled to transfer such stock Restricted Securities in accordance with the terms of its the notice delivered by the holder of such stock to the Company; provided, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) to one or more partners or members or retired partners or retired members (or to the estate of any such parties) of an Investor (in the case of an Investor that is a partnership or a limited liability company, as the case may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders (in the case of an Investor that is a corporation). Each certificate for Preferred Stock or Registrable evidencing the Restricted Securities transferred as above provided shall bear bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 23 above, except that such certificate shall not bear such restrictive legend if (i) such transfer is if, in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee for such holder and any subsequent transferee (other than an affiliate of the Company) would be entitled , such legend is not required in order to transfer such securities in a public sale without registration under establish compliance with any provision of the Securities Act.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Registrable Stock or Registrable Securities (other than under the circumstances described in Sections Section 3 or 4, 5 or 6), the holder Holder thereof shall give have given written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed sale, assignment, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities lawsAct, whereupon the holder Holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice delivered by the holder of such stock to the Company; provided, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) to one or more partners or members or retired partners or retired members (or to the estate of any such parties) of an Investor (in the case of an Investor that is a partnership or a limited liability company, as the case may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders (in the case of an Investor that is a corporation)notice. Each certificate for Preferred Registrable Stock or Registrable Securities transferred as provided above provided shall bear the legend set forth in Section 2following legends: "THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AN AGREEMENT ON FILE AT THE OFFICES OF THE CORPORATION." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS." Such certificate, except that such certificate however, shall not be required to bear such legend the above legends if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate Affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Stock or Registrable Securities Restricted Stock (other than under the circumstances described in Sections 4, 5 or 6), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed saletransfer and other than in connection with customary transfers under Rule 144 promulgated under the Securities Act, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed sale, assignment, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities laws, whereupon the holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) to one or more partners or partners, retired partners, members or retired partners or retired members (or to of the estate of any such parties) of an Investor transferor (in the case of an Investor a transferor that is a partnership or a limited liability company, as respectively) in proportion to such partner’s, retired partner’s, member’s or retired member’s interest in the case may be), (b) partnership or limited liability company or to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders affiliated corporation (in the case of an Investor a transferor that is a corporation); provided, further, however, that any transferee shall execute and deliver to the Company a representation letter in form reasonably satisfactory to the Company’s counsel to the effect that the transferee is acquiring such shares for its own account, for investment purposes and without any view to distribution thereof. No transfers may be made pursuant to this Section 3 to a Person reasonably determined by a majority of the Board of Directors, with such majority to include the affirmative approval of a majority of the Investor Directors, who is a competitor of the Company. Each certificate for Preferred Stock or Registrable Securities Restricted Stock transferred as above provided shall bear the legend set forth in Section 2, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate Affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. Any transferee to whom rights under this Agreement are transferred shall (A) as a condition to such transfer, promptly deliver to the Company a written instrument by which such transferee agrees to be bound by the obligations imposed upon holders under this Agreement to the same extent as if such transferee were a holder under this Agreement; (B) within a reasonable amount of time after such transfer furnish the Company with written notice of such transferee’s name and address, and the securities with respect to which such registration rights are being assigned; and (C) deemed to be a holder hereunder for all purposes.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Stock Shares or Registrable Securities Conversion Shares (other than under the circumstances described in Sections 4, 5 or 6), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed sale, assignment, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities laws, whereupon the holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) to one or more partners or members or retired partners or retired members (or to of the estate of any such parties) of an Investor transferor (in the case of an Investor a transferor that is a partnership or a limited liability company, as the case may be), (brespectively) or to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders (in the case of an Investor that is a affiliated corporation). Each certificate for Preferred Stock Shares or Registrable Securities Conversion Shares transferred as above provided shall bear the legend set forth in Section 2, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section. No Preferred Shares or Conversion Shares, or any beneficial interest therein, shall be sold, assigned, transferred, pledged or otherwise disposed of unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Preferred Shares or Conversion Shares subject to, and to be bound by, the terms of this Agreement.

Notice of Proposed Transfer. Subject The holder of each certificate --------------------------- representing Restricted Securities by acceptance thereof agrees to comply in all events to respects with the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as provisions of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior this Section 4. Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Stock or Registrable Restricted Securities (other than (i) a transfer not involving a change in beneficial ownership, (ii) in transactions involving the distribution without consideration of Restricted Securities by the Investor to any of its partners, retired partners, members or retired members or to the estate of any of its partners, retired partners, members or retired members, (iii) in transactions involving the transfer without consideration of Restricted Securities by the Investor during his lifetime by way of gift or on death by will or intestacy, (iv) in transactions involving the transfer or distribution of Restricted Securities by a corporation to any Related Party, or (v) in transactions in compliance with Rule 144 promulgated under the circumstances described Securities Act), unless there is in Sections 4, 5 or 6)effect a registration statement under the Securities Act covering the proposed transfer, the holder thereof shall give written notice to the Company of its such holder's intention to effect such transfer, sale, assignment, transfer assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment, transfer assignment or pledge in sufficient detail anddetail, unless waived in writing by the Company, and shall be accompanied accompanied, at such holder's expense by an either (A) a written opinion of legal counsel who shall be, and whose legal opinion shall be, reasonably satisfactory to the Company addressed to the Company, to the effect that the proposed sale, assignment, transfer or pledge of the Restricted Securities may be effected without registration under the Securities Act and any applicable state Act, or (B) a "no action" letter from the Commission to the effect that the transfer of such securities lawswithout registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such stock Restricted Securities shall be entitled to transfer such stock Restricted Securities in accordance with the terms of its the notice delivered by the holder of such stock to the Company; provided, however, . It is agreed that no such opinion the Company will not require opinions of counsel shall be required for a transfer transactions made pursuant to Rule 144, except in accordance with all applicable securities laws (a) to one or more partners or members or retired partners or retired members (or to the estate of any such parties) of an Investor (in the case of an Investor that is a partnership or a limited liability company, as the case may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders (in the case of an Investor that is a corporation)unusual circumstances. Each certificate for Preferred Stock or Registrable evidencing the Restricted Securities transferred as above provided shall bear bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 23 above, except that such certificate shall not bear such restrictive legend if (i) such transfer is if, in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee for such holder and any subsequent transferee (other than an affiliate of the Company) would be entitled , such legend is not required in order to transfer such securities in a public sale without registration under establish compliance with any provision of the Securities Act.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred --------------------------- Restricted Stock or Registrable Securities Founders Stock (other than under the circumstances described in Sections 4Section 5, 5 6 or 6)7 hereof) , the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company (it being agreed that Reboul, MacMurray, Xxxxxx, Xxxxxxx & Kristol; Wilson, Sonsini, Xxxxxxxx & Xxxxxx; Xxxxxx Godward LLP; and Xxxx Xxxx Peek Xxxxxxxx Xxxxxx and Xxxxxxxx shall be satisfactory) to the effect that the proposed saletransfer of such Restricted Stock or Founders Stock, assignmentas the case may be, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities lawsAct, whereupon the holder of such stock Restricted Stock or Founders Stock, as the case may be, shall be entitled to transfer such stock Restricted Stock or Founders Stock, as the case may be, in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that in the -------- case of any Purchaser that is a partnership, no such opinion of counsel or other documentation shall be required for if such notice shall cover a transfer made in accordance with all applicable securities laws (a) by such partnership to one its partners. Each certificate representing the Restricted Stock or more partners or members or retired partners or retired members (or to the estate of any such parties) of an Investor (in the case of an Investor that is a partnership or a limited liability companyFounders Stock, as the case may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders (in the case of an Investor that is a corporation). Each certificate for Preferred Stock or Registrable Securities transferred as above provided shall bear the legend set forth in Section 2, except that such certificate shall not bear such legend if unless (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The foregoing restrictions on transferability of Restricted Stock and Founders Stock shall terminate as to any particular shares of Restricted Stock or Founders Stock, as the case may be, when such shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement concerning such shares. Whenever a holder of Restricted Stock or Founders Stock is able to demonstrate to the Company (and its counsel) that the provisions of Rule 144(k) of the Securities Act are available to such holder without limitation, such holder of Restricted Stock or Founders Stock, as the case may be, shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 2.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Stock Shares or Registrable Securities Conversion Shares (other than under the circumstances described in Sections 4, 5 or 66 hereof), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company (it being agreed that Akin, Gump, Strauss, Hxxxx & Fxxx, LLP is satisfactory to the Company) to the effect that the proposed sale, assignment, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities laws, whereupon the holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws to (ai) to one or more partners or members or retired partners or retired members (or to of the estate of any such parties) of an Investor transferor (in the case of an Investor a transferor that is a partnership or a limited liability company, as the case may berespectively), (bii) a transferee or assignee that is wholly owned subsidiary or parent of or to an Investor Affiliateany corporation or person that is controlling, controlled by or under common control with, any such transferor, (ciii) to a wholly-owned subsidiary of an Investor, affiliated corporation or (d) by an Investor to its stockholders other entity (in the case of an Investor a transferor that is a corporation)corporation or other entity) or a donative transfer to a Relation, or (iv) with respect to Dell USA L.P., to the Dell Foundation. Each certificate for Preferred Stock Shares or Registrable Securities Conversion Shares transferred as above provided shall bear the legend set forth in Section 2, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Restricted Stock or Registrable Securities (other than under the circumstances described in Sections 4, Section 4 or 5 or 6hereof), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed sale, assignment, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities lawsAct, whereupon the such holder of such stock shall be entitled to transfer such stock securities in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) by a holder of Restricted Stock which is a partnership to one a partner or more partners employee of such holder or members a retired partner or retired partners or retired members (employee of such holder who retires after the date hereof, or to the estate of any such parties) of an Investor (in the case of an Investor that is a partnership partner, retired partner, employee or retired employee, or a limited liability companytransfer by gift, will or intestate succession from any holder of Restricted Stock to his or her spouse or members of his or her or his or her spouse's family or a trust for the benefit of any of the foregoing persons, if the transferee agrees in writing to be subject to the terms hereof to the same extent as the case may be), (b) to if such transferee were an Investor Affiliate, (c) to a wholly-owned subsidiary original holder of an Investor, or (d) by an Investor to its stockholders (in the case of an Investor that is a corporation)Restricted Stock hereunder. Each certificate for Preferred All Restricted Stock or Registrable Securities transferred as above provided shall bear the legend set forth in Section 2, except that such certificate securities shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 of the Securities Act (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor Transfer of the Company) of any Preferred Stock or Registrable Securities (other than under the circumstances described in Sections 4, 5 or 6)Shares, the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgeTransfer. Each such notice shall describe be in the manner of the proposed sale, assignment, transfer or pledge form prescribed in sufficient detail Section 3.1(b)(i) and, unless waived in writing if requested by the Company, shall be accompanied by either. (a) an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed sale, assignment, transfer or pledge Transfer may be effected without registration under the Securities Act and any applicable state or (b) a “no action” letter from the Commission to the effect that the distribution of such securities lawswithout registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice delivered by the holder of such stock notice, but subject to the CompanyArticle 3; provided, however, that no such opinion of counsel shall be required for (i) a transfer made in accordance with all applicable securities laws by an Investor pursuant to Section 3.2 herein or (aii) a distribution to one or more partners or members or retired partners or retired members (or to of the estate of any such parties) of an Investor transferor (in the case of an Investor a transferor that is a partnership partnership) or a limited liability company, as the case may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary stockholder or member (or equivalents) of an Investor, or (d) by an Investor to its stockholders the transferor (in the case of an Investor a transferor that is a corporation, a limited liability company or an equivalent) in each case in respect of the beneficial interest of such partner, member, stockholder (or equivalent stakeholder). Each certificate for Preferred Stock or Registrable Securities Shares transferred as above provided shall bear the appropriate restrictive legend set forth in Section 24.1, except that such certificate shall not bear such legend if (iy) such transfer Transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (iiz) the opinion opinion-of counsel or “no-action” letter referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. Notwithstanding any other provision hereof, the restrictions provided for in this Section 4.2 shall not apply to securities which are not required to bear the legend prescribed by Section 4.1 in accordance with the provisions of that Section. Notwithstanding any other provision hereof, no Transfer to any person who is engaged in a business activity competitive with the Company (as reasonably determined by the Board) shall be permitted without the written authorization of the Board.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Stock Shares or Registrable Securities Conversion Shares (other than under the circumstances described in Sections 4, 5 or 6), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to (it being agreed that Xxxxxx, Hall & Xxxxxxx LLP shall be satisfactory) the effect that the proposed sale, assignment, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities laws, whereupon the holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) to one an affiliated corporation of the Purchaser. Notwithstanding the foregoing, a holder of Preferred Shares or more partners Conversion Shares may not transfer any Preferred Shares or members or retired partners or retired members (or Conversion Shares to a competitor of the estate of any such parties) of an Investor (in the case of an Investor that is a partnership or a limited liability companyCompany, as determined in good faith by the case may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary Board of an Investor, or (d) by an Investor to its stockholders (in Directors of the case of an Investor that is a corporation)Company. Each certificate for Preferred Stock Shares or Registrable Securities Conversion Shares transferred as above provided shall bear the legend set forth in Section 2, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Subject in all events Prior to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as any Transfer or attempted Transfer of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stockWarrant, prior to in whole or in part, or any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Stock or Registrable Securities (other than Warrant Shares issued under the circumstances described in Sections 4, 5 or 6)Warrant Shares, the holder thereof of such Warrant Shares shall give four Business Days’ prior written notice (a “Transfer Notice”) to the Company of its such holder’s intention to effect such saleTransfer, assignment, transfer or pledge. Each such notice shall describe describing the manner and circumstances of the proposed saleTransfer, assignment, transfer or pledge in sufficient detail and, unless waived in writing by the Companyevent of any proposed Transfer pursuant to Rule 144, obtain from counsel to such holder who shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect Company, an opinion that the proposed saleTransfer of such Warrant or Warrant Shares, assignmentas the case may be, transfer or pledge may be effected without registration under the Securities Act Act. In the case of a proposed Transfer pursuant to Rule 144, after receipt of the Transfer Notice and opinion, the Company shall promptly (but in any applicable state securities laws, whereupon event within five Business Days) notify the holder of such stock Warrant, or Warrant Shares, as the case may be, as to whether such opinion is reasonably satisfactory and, if so, such holder shall thereupon be entitled to transfer Transfer such stock Warrant or Warrant Shares in accordance with the terms of its notice delivered by the holder Transfer Notice. Each Warrant and each certificate, if any, evidencing such Warrant shares issued upon such Transfer (other than, for the avoidance of such stock to the Company; provideddoubt, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) to one or more partners or members or retired partners or retired members (or to the estate of any such parties) of an Investor (in the case of an Investor that is a partnership or a limited liability company, as the case may be), (b) pursuant to an Investor Affiliate, (ceffective registration statement under the Securities Act) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders (in the case of an Investor that is a corporation). Each certificate for Preferred Stock or Registrable Securities transferred as above provided shall bear the restrictive legend set forth in Section 211(a), except that unless in the opinion of such certificate counsel such legend is not required in order to ensure compliance with the Securities Act. The holder of the Warrant Shares giving the Transfer Notice shall not bear be entitled to Transfer such legend if Warrant or Warrant Shares (i) such other than any transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without pursuant to an effective registration statement under the Securities Act) or (iiuntil receipt of notice from the Company under this Section 11(b) the that such opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Actreasonably satisfactory.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Restricted Stock, Series A Preferred Stock or Registrable Securities Existing Stock, as the case may be (other than under the circumstances described in Sections 4, 5 or 66 hereof), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied accompanied, at the expense of the proposed transferor, by an opinion of counsel addressed to the Company and reasonably satisfactory to the Company (it being agreed that Reboul, MacMurray, Hewixx, Xxxxxxx & Xristol and Harwxxx Xxxaxx Xxxx Xxxxxxx & Xanner, P.C. shall be satisfactory) to the effect that the proposed saletransfer of the Restricted Stock, assignmentSeries A Preferred Stock or Existing Stock, transfer or pledge as the case may be, may be effected without registration under the Securities Act and any applicable state securities lawsAct, whereupon the holder of such stock Restricted Stock, Series A Preferred Stock or Existing Stock, as the case may be, shall be entitled to transfer such stock Restricted Stock, Series A Preferred Stock or Existing Stock, as the case may be in accordance with the terms of its notice delivered by the holder of such stock to the Company; providednotice. Each certificate for Restricted Stock, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) to one Series A Preferred Stock or more partners or members or retired partners or retired members (or to the estate of any such parties) of an Investor (in the case of an Investor that is a partnership or a limited liability companyExisting Stock, as the case may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders (in the case of an Investor that is a corporation). Each certificate for Preferred Stock or Registrable Securities transferred as above provided shall bear the legend set forth in Section 2, except that such certificate shall not bear such legend if unless (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The foregoing restrictions on transferability of Restricted Stock, Series A Preferred Stock and Existing Stock shall terminate as to any particular shares of Restricted Stock or Existing Stock when such shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement concerning such shares. Whenever a holder of Restricted Stock or Existing Stock is able to demonstrate to the Company (and its counsel), in a manner reasonably acceptable to the Company, that the provisions of Rule 144(k) of the Securities Act are available to such holder without limitation, such holder of Restricted Stock or Existing Stock shall be entitled to receive from the Company, without expense for the same, a new certificate not bearing the restrictive legend set forth in Section 2.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Restricted Stock or Registrable Securities (other than under the circumstances described in Sections 4, Section 4 or 5 or 6hereof), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed sale, assignment, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities lawsAct, whereupon the such holder of such stock shall be entitled to transfer such stock securities in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws by a holder of Restricted Stock (ax) to one an Affiliate of such holder or more partners (y) in the case of a holder that is a partnership, to a partner or members employee of such holder or a retired partner or retired partners or retired members (employee of such holder who retires after the date hereof, or to the estate of any such parties) of an Investor (in the case of an Investor that is a partnership partner, retired partner, employee or retired employee, or a limited liability companytransfer by gift, as will or intestate succession from any holder of Restricted Stock to his or her spouse or members of his or her or his or her spouse's family or a trust for the benefit of any of the foregoing persons, in any such case may beset forth in clauses (x) and (y), (b) only if the transferee agrees in writing to be subject to the terms hereof to the same extent as if such transferee were an Investor Affiliate, (c) to a wholly-owned subsidiary original holder of an Investor, or (d) by an Investor to its stockholders (in the case of an Investor that is a corporation)Restricted Stock hereunder. Each certificate for Preferred All Restricted Stock or Registrable Securities transferred as above provided shall bear the legend set forth in Section 2, except that such certificate securities shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”a) regarding the transfer of capital stock, prior Prior to any proposed sale, assignmentpledge, hypothecation or other transfer or pledge (other than a pledge in favor of the Company) of any Preferred Stock or Registrable Restricted Securities (other than under the circumstances described in Sections 4Section 3.3, 5 3.4 or 63.5), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignmentpledge, transfer hypothecation or pledgeother transfer. Each such notice shall describe the manner of the proposed sale, assignmentpledge, hypothecation or other transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, Company shall be accompanied by either (i) an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed sale, assignmentpledge, hypothecation or other transfer or pledge may be effected without registration under the Securities Act and any applicable state or (ii) a “no action” letter from the Commission to the effect that the distribution of such securities lawswithout registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such stock share shall be entitled to transfer such stock share in accordance with the terms of its notice delivered by the holder of such stock to the Company; provided, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) to one or more partners or members or retired partners or retired members (or to the estate of any such parties) of an Investor (in the case of an Investor that is a partnership or a limited liability company, as the case may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders (in the case of an Investor that is a corporation)notice. Each certificate for Preferred Stock or Registrable Restricted Securities transferred as above provided shall bear the appropriate restrictive legend set forth in Section 23.1, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel or “no-action” letter referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate Affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act or that such legend is not required to establish compliance with any provisions of the Securities Act. Notwithstanding any other provision hereof, the restrictions provided for in this Section 3.2 shall not apply to securities which are not required to bear the legend prescribed by Section 3.1 in accordance with the provisions of that Section. The Company will not unreasonably refuse to accept an opinion of counsel required hereby signed by the original holder’s counsel (it being agreed that an opinion of Xxxxxxxx Xxxxx & Deutsch LLP shall be considered satisfactory).

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignmentpledge, hypothecation or other transfer or pledge (other than a pledge in favor of the Company) of any Preferred Stock or Registrable Securities (other than under the circumstances described in Sections 4, 5 Section 6.4 or 66.5 or to an Affiliate), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignmentpledge, transfer hypothecation or pledgeother transfer. Each such notice shall describe the manner of the proposed sale, assignmentpledge, hypothecation or other transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by either (i) an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed sale, assignmentpledge, hypothecation or other transfer or pledge may be effected without registration under the Securities Act and any applicable state Act, or (ii) a “no action” letter from the Commission to the effect that the distribution of such securities lawswithout registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) distribution to one or more partners or members or retired partners or retired members (or to the estate of any such parties) of an Investor (in the case of an Investor a transferor that is a partnership or a limited liability company, as the case may bepartnership), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders (in the case of an Investor a transferor that is a corporation)) or members (in the case of a transferor that is a limited liability company) of the transferor, in each case in respect of the beneficial interest of such partner, stockholder or member. Each certificate for Preferred Stock or Registrable Securities transferred as above provided shall bear the appropriate restrictive legend set forth in Section 26.1, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel or “no-action” letter referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate Affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. Notwithstanding any other provision hereof, the restrictions provided for in this Section 6.3 shall not apply to securities which are not required to bear the legend prescribed by Section 6.1 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Shares, Conversion Shares or Restricted Stock or Registrable Securities (other than under the circumstances described in Sections 4, 5 or 6), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company (it being agreed that the opinion of Xxxxxxx Procter LLP, among others shall be satisfactory) to the effect that the proposed sale, assignment, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities laws, whereupon the holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) to one or more partners or partners, former partners, members or retired partners or retired former members (or to of the estate of any such parties) of an Investor transferor (in the case of an Investor a transferor that is a partnership or a limited liability company, as the case may be), (brespectively) or to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders affiliated entity (in the case of an Investor a transferor that is an entity) for no consideration; provided, further, however, that any such transferee shall execute and deliver to the Company a corporation)representation letter in form reasonably satisfactory to the Company’s counsel to the effect that the transferee is acquiring such shares for its own account, for investment purposes and without any view to distribution thereof. Each certificate for Preferred Shares, Conversion Shares or Restricted Stock or Registrable Securities transferred as above provided shall bear the legend set forth in Section 2, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Stock Warrants or Registrable Securities Warrant Shares, as the case may be, (other than under the circumstances described in Sections 4, 5 or 6Section 4 hereof), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed saletransfer of the Warrants or Warrant Shares, assignmentas the case may be, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities lawsAct, whereupon the holder of such stock Warrants or Warrant Shares, as the case may be, shall be entitled to transfer such stock Warrants or Warrant Shares, as the case may be, in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel or other documentation shall be required for if such notice shall cover a transfer made in accordance with all applicable securities laws (a) to one or more partners or members or retired partners or retired members (or to the estate of distribution by any such parties) of an Investor (in the case of an Investor Purchaser that is a partnership to its partners. Each certificate for Warrants or a limited liability companyWarrant Shares, as the case may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders (in the case of an Investor that is a corporation). Each certificate for Preferred Stock or Registrable Securities transferred as above provided shall bear the legend set forth in Section 2, except that such certificate shall not bear such legend if unless (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The foregoing restrictions on transferability of the Warrants and Warrant Shares shall terminate as to any particular Warrants or Warrant Shares when such shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement concerning such shares. Whenever a holder of a Warrant or Warrant Shares is able to demonstrate to the Company (and its counsel) that the provisions of Rule 144(k) of the Securities Act (or any successor rule) are available to such holder without limitation, such holder of a Warrant or Warrant Shares shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 2.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignmentpledge, hypothecation or other transfer or pledge (other than a pledge in favor of the Company) of any Preferred Stock or Registrable Securities (other than under the circumstances described in Sections 4Section 2.3, 5 2.4 or 62.5 and other than pursuant to that certain Stock Repurchase Agreement, dated April 2, 1996, by and between the Company and the State of Maryland, Department of Business and Economic Development), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignmentpledge, transfer hypothecation or pledgeother transfer. Each such notice shall describe the manner of the proposed sale, assignmentpledge, hypothecation or other transfer or pledge in sufficient detail and, unless waived in writing if requested by the CompanyCompany (it being understood that if such transfer is intended to be in accordance with the provisions of Rule 144, the Company shall not require an opinion of counsel), shall be accompanied by either (a) an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed sale, assignmentpledge, hypothecation or other transfer or pledge may be effected without registration under the Securities Act and any applicable state or (b) a "no action" letter from the Commission to the effect that the distribution of such securities lawswithout registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) distribution to one or more partners or members or retired partners or retired members (or to of the estate of any such parties) of an Investor transferor (in the case of an Investor a transferor that is a partnership partnership) or a limited liability company, as the case may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders stockholder (in the case of an Investor a transferor that is a corporation)) in each case in respect of the beneficial interest of such partner or stockholder. Each certificate for Preferred Stock or Registrable Securities transferred as above provided shall bear the appropriate restrictive legend set forth in Section 22.1, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel or "no-action" letter referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act or that such legend is not required to establish compliance with any provisions of the Securities Act.. Notwithstanding any other provision hereof, the restrictions provided for in this Section 2.2 shall not apply to securities which are not required to bear the legend prescribed by Section 2.1 in accordance with the provisions of that Section. If the Company does not accept an

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Purchased Shares, Conversion Shares or Restricted Stock or Registrable Securities (other than under the circumstances described in Sections 4, 5 or 6), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company (it being agreed that Testx, Xxrwxxx & Xhibxxxxx, XXP shall be satisfactory) to the effect that the proposed sale, assignment, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities lawsAct, whereupon the holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) to one or more partners or members or retired partners or retired members (or to of the estate of any such parties) of an Investor transferor (in the case of an Investor a transferor that is a partnership or a limited liability company, as the case may bepartnership), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary one or more members of an Investor, or (d) by an Investor to its stockholders the transferor (in the case of a transferor that is a limited liability company) or to an Investor affiliated corporation (in the case of a transferor that is a corporation); provided, further, however, that any transferee other than a partner or affiliate of the transferor shall execute and deliver to the Company a representation letter in form reasonably satisfactory to the Company's counsel to the effect that the transferee is acquiring Restricted Stock for its own account, for investment purposes and without any view to distribution thereof. Each certificate for Preferred Stock Purchased Shares or Registrable Securities Conversion Shares transferred as above provided shall bear the legend set forth in Section 2, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section. If the Company does not accept an opinion of counsel required hereby signed by Testx, Xxrwxxx & Xhibxxxxx, XXP, the Company will pay the reasonable fees and disbursements of other counsel in connection with all opinions rendered by them pursuant to this Section 3.

Notice of Proposed Transfer. Subject in all events In addition to the any restrictions set forth in the Fifth First Amended and Restated Stockholders Agreement Agreement, dated as of January 20, 1999 among the Company and the Purchasers, as amended as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stockand from time to time hereafter, prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Restricted Stock or Registrable Securities (other than under the circumstances described in Sections Section 4, 5 or 65A hereof), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if reasonably requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed sale, assignment, transfer or pledge of the Restricted Stock may be effected without registration under the Securities Act and any applicable state securities lawsAct, whereupon the holder of such stock Restricted Stock shall be entitled to transfer such stock Restricted Stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel or other documentation shall be required for if such notice shall cover a transfer made in accordance with all applicable securities laws pro rata distribution (awithout payment of additional consideration) to one or more partners or members or retired partners or retired members (or to the estate of by any such parties) of an Investor (in the case of an Investor Purchaser that is a partnership or a limited liability companycompany to its partners or members, as the case may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders (in the case of an Investor that is a corporation). Each certificate for Preferred Restricted Stock or Registrable Securities transferred as above provided shall bear the legend set forth in Section 2, except that such certificate shall not bear such legend if unless (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act or is pursuant to an effective registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that (or, if no opinion is required, the Company determines that) the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The foregoing restrictions on transferability of Restricted Stock shall terminate as to any particular shares of Restricted Stock when such shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement concerning such shares. Whenever a holder of Restricted Stock is able to demonstrate to the Company (and its counsel) that the provisions of Rule 144(k) of the Securities Act are available to such holder without limitation, such holder of Restricted Stock shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 2.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Shares, Conversion Shares or Restricted Stock or Registrable Securities (other than under the circumstances described in Sections 4Section 2.3, 5 2.4, 2.5 or 62.6), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed sale, assignment, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities laws, whereupon the holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) to one or more partners or members or retired partners or retired members (or to of the estate of any such parties) of an Investor transferor (in the case of an Investor a transferor that is a partnership or a limited liability company, as the case may be), (brespectively) or to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders affiliated corporation (in the case of an Investor a transferor that is a corporation); provided, further, however, that any transferee shall execute and deliver to the Company a representation letter in form reasonably satisfactory to the Company's counsel to the effect that the transferee is acquiring such shares for its own account, for investment purposes and without any view to distribution thereof. Each certificate for Preferred Shares, Conversion Shares or Restricted Stock or Registrable Securities transferred as above provided shall bear the legend set forth in Section 22.1, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The restrictions provided for in this Section 2.2 shall not apply to securities which are not required to bear the legend prescribed by Section 2.1 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Shares, Conversion Shares or Restricted Stock or Registrable Securities (other than under the circumstances described in Sections 4Section 2.3, 5 2.4 or 62.5), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed sale, assignment, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities laws, whereupon the holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) to one or more partners or members or retired partners or retired members (or to of the estate of any such parties) of an Investor transferor (in the case of an Investor a transferor that is a partnership or a limited liability company, as the case may be), (brespectively) or to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders affiliated corporation (in the case of an Investor a transferor that is a corporation); provided, further, however, that any transferee shall execute and deliver to the Company a representation letter in form reasonably satisfactory to the Company's counsel to the effect that the transferee is acquiring such shares for its own account, for investment purposes and without any view to distribution thereof. Each certificate for Preferred Shares, Conversion Shares or Restricted Stock or Registrable Securities transferred as above provided shall bear the legend set forth in Section 22.1, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The restrictions provided for in this Section 2.2 shall not apply to securities which are not required to bear the legend prescribed by Section 2.1 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Stock or Registrable Securities Conversion Shares (other than under the circumstances described in Sections 4, 5 or 6), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company (it being agreed that Xxxxxxx Procter LLP shall be satisfactory) to the effect that the proposed sale, assignment, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities laws, whereupon the holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) to one or more partners or members or retired partners or retired members (or to of the estate of any such parties) of an Investor transferor (in the case of an Investor a transferor that is a partnership or a limited liability company, as respectively, or to a liquidating trust for the case may be), (bbenefit of such partners or members) or to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders affiliated corporation (in the case of an Investor a transferor that is a corporation)) or from a grantor trust to its grantors; provided, further, however, that any transferee other than a transferee receiving such shares for no consideration shall execute and deliver to the Company a representation letter in form reasonably satisfactory to the Company’s counsel to the effect that the transferee is acquiring such shares for its own account, for investment purposes and without any view to distribution thereof. Each certificate for Preferred Stock or Registrable Securities Conversion Shares transferred as above provided shall bear the legend set forth in Section 2, except that such certificate shall not bear such legend if (i) such transfer is made in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Restricted Stock or Registrable Securities (other than under the circumstances described in Sections Section 4, 5 or 66 hereof), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company (it being agreed that Reboul, MacMurray, Xxxxxx, Xxxxxxx & Kristol shall be satisfactory) to the effect that the proposed sale, assignment, transfer or pledge of the Restricted Stock may be effected without registration under the Securities Act and any applicable state securities lawsAct, whereupon the holder of such stock Restricted Stock shall be entitled to transfer such stock Restricted Stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel or other documentation shall be required for if such notice shall cover a transfer made in accordance with all applicable securities laws (a) distribution by Welsh, Carson, Xxxxxxxx & Xxxxx VII, L.P. or WCAS Healthcare Partners, L.P. to one or more partners or members or retired partners or retired members (or to the estate of any such parties) of an Investor (in the case of an Investor that is a partnership or a limited liability company, as the case may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders (in the case of an Investor that is a corporation)their respective partners. Each certificate for Preferred Restricted Stock or Registrable Securities transferred as above provided shall bear the legend set forth in Section 2, except that such certificate shall not bear such legend if unless (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The foregoing restrictions on transferability of Restricted Stock shall terminate as to any particular shares of Restricted Stock when such shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement concerning such shares. Whenever a holder of Restricted Stock is able to demonstrate to the Company (and its counsel) that the provisions of Rule 144(k) of the Securities Act are available to such holder without limitation, such holder of Restricted Stock shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 2.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Restricted Stock or Registrable Securities (other than under the circumstances described in Sections Section 4, 5 or 66 hereof), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company (it being agreed that Reboul, MacMurray, Xxxxxx, Xxxxxxx & Kristol shall be satisfactory) to the effect that the proposed sale, assignment, transfer or pledge of the Restricted Stock may be effected without registration under the Securities Act and any applicable state securities lawsAct, whereupon the holder of such stock Restricted Stock shall be entitled to transfer such stock Restricted Stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel or other documentation shall be required for if such notice shall cover a transfer made in accordance with all applicable securities laws (a) to one distribution by Welsh, Carson, Xxxxxxxx & Xxxxx VII, L.P. or more partners or members or retired partners or retired members (or to the estate of any such parties) of an Investor (in the case of an Investor that is a partnership or a limited liability companyWCAS Information Partners, as the case may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor L.P. to its stockholders (in the case of an Investor that is a corporation)partners. Each certificate for Preferred Restricted Stock or Registrable Securities transferred as above provided shall bear the legend set forth in Section 2, except that such certificate shall not bear such legend if unless (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The foregoing restrictions on transferability of Restricted Stock shall terminate as to any particular shares of Restricted Stock when such shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement concerning such shares. Whenever a holder of Restricted Stock is able to demonstrate to the Company (and its counsel) that the provisions of Rule 144(k) of the Securities Act are available to such holder without limitation, such holder of Restricted Stock shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 2.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignmentpledge, hypothecation or other transfer or pledge (other than a pledge in favor of the Company) of any Preferred Stock or Registrable Securities (other than under the circumstances described in Sections 4, 5 Section 6.3 or 66.4 or to an Affiliate), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignmentpledge, transfer hypothecation or pledgeother transfer. Each such notice shall describe the manner of the proposed sale, assignmentpledge, hypothecation or other transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by either (i) an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed sale, assignmentpledge, hypothecation or other transfer or pledge may be effected without registration under the Securities Act and any applicable state Act, or (ii) a “no action” letter from the Commission to the effect that the distribution of such securities lawswithout registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) distribution to one or more partners or members or retired partners or retired members (or to the estate of any such parties) of an Investor (in the case of an Investor a transferor that is a partnership or a limited liability company, as the case may bepartnership), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders (in the case of an Investor a transferor that is a corporation)) or members (in the case of a transferor that is a limited liability company) of the transferor, in each INVESTOR RIGHTS AGREEMENT case in respect of the beneficial interest of such partner, stockholder or member. Each certificate for Preferred Stock or Registrable Securities transferred as above provided shall bear the appropriate restrictive legend set forth in Section 26.1, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel or “no-action” letter referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate Affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. Notwithstanding any other provision hereof, the restrictions provided for in this Section 6.2 shall not apply to securities which are not required to bear the legend prescribed by Section 6.1 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Subject in all events In addition to the any restrictions set --------------------------- forth in the Fifth Amended and Restated Stockholders Agreement Agreement, dated as of the date hereof (among the “Stockholders Agreement”) regarding Company and the transfer of capital stockPurchasers, prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Restricted Stock or Registrable Securities (other than under the circumstances described in Sections 4, Section 4 or 5 or 6hereof), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if reasonably requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed sale, assignment, transfer or pledge of the Restricted Stock may be effected without registration under the Securities Act and any applicable state securities lawsAct, whereupon the holder of such stock Restricted Stock shall be entitled to transfer such stock Restricted Stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel -------- ------- or other documentation shall be required for if such notice shall cover a transfer made in accordance with all applicable securities laws pro rata distribution (awithout payment of additional consideration) to one or more partners or members or retired partners or retired members (or to the estate of by any such parties) of an Investor (in the case of an Investor Purchaser that is a partnership or a limited liability companycompany to its partners or members, as the case may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders (in the case of an Investor that is a corporation). Each certificate for Preferred Restricted Stock or Registrable Securities transferred as above provided shall bear the legend set forth in Section 2, except that such certificate shall not bear such legend if unless (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act or is pursuant to an effective registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that (or, if no opinion is required, the Company determines that) the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The foregoing restrictions on transferability of Restricted Stock shall terminate as to any particular shares of Restricted Stock when such shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement concerning such shares. Whenever a holder of Restricted Stock is able to demonstrate to the Company (and its counsel) that the provisions of Rule 144(k) of the Securities Act are available to such holder without limitation, such holder of Restricted Stock shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 2.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Stock or Registrable Restricted Securities constituting Rights Shares (other than under the circumstances described in Sections 4, 5 or 66 hereof), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company (it being agreed that Reboul, MacMurray, Xxxxxx, Xxxxxxx & Kristol shall be satisfactory) to the effect that the proposed sale, assignment, transfer or pledge of such Restricted Securities may be effected without registration under the Securities Act and any applicable state securities lawsAct, whereupon the holder of such stock Restricted Securities shall be entitled to transfer such stock Restricted Securities in accordance with the terms of its notice delivered by the holder of such stock to the Company; provided, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) to one or more partners or members or retired partners or retired members (or to the estate of any such parties) of an Investor (in the case of an Investor that is a partnership or a limited liability company, as the case may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders (in the case of an Investor that is a corporation)notice. Each certificate for Preferred Stock or Registrable such Restricted Securities transferred as above provided shall bear the legend set forth in Section 2, except that such certificate shall not bear such legend if 2 hereof unless (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The foregoing restrictions on transferability of Restricted Securities constituting Rights Shares shall terminate as to any particular shares of such Restricted Securities when such shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement concerning such shares. Whenever a holder of Restricted Securities constituting Rights Shares is able to demonstrate to the Company (and its counsel) that the provisions of Rule 144(k) of the Securities Act are available to such holder without limitation, or that such Restricted Securities is otherwise freely transferable without registration under the Securities Act, such holder of shall be entitled to receive from the Company, without expense, a new certificate such Restricted Securities not bearing the restrictive legend. Matters pertaining to the transfer of Restricted Securities constituting Common Shares, Conversion Shares and Notes (other than under the circumstances described in Sections 4, 5 or 6 hereof) shall be governed, to the extent provided for therein, by the applicable provisions of the Supplemental Agreement, in the case of Common Shares, and the Indenture, in the case of the Conversion Shares and the Notes.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”a) regarding the transfer of capital stock, prior Prior to any proposed sale, assignmentpledge, hypothecation or other transfer or pledge (other than a pledge in favor of the Company) of any Preferred Stock or Registrable Securities (other than under the circumstances described in Sections 4Section 4.1, 5 4.2 or 64.3), the holder Holder thereof shall give written notice to the Company of its intention to effect such sale, assignmentpledge, hypothecation or other transfer or pledge(the terms of which shall comply with the terms and provisions of the Stockholders’ Agreement). Each such notice shall describe the manner of the proposed sale, assignmentpledge, hypothecation or other transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, Company shall be accompanied by either (i) an opinion of counsel reasonably satisfactory to the Company (it being agreed that Xxxx Xxxxx & Xxxxxxx LLP and Ropes & Xxxx LLP shall be satisfactory) to the effect that the proposed sale, assignmentpledge, hypothecation or other transfer or pledge may be effected without registration under the Securities Act and any applicable state or (ii) a “no action” letter from the Commission to the effect that the distribution of such securities lawswithout registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel or “no action” letter shall be required (i) for a transfer made in accordance with all applicable securities laws (a) to one or more partners (A) partners, retired partners, retired member or members or retired partners or retired members (or to of the estate of any such parties) of an Investor transferor (in the case of an Investor a transferor that is a partnership or a limited liability company) in each case in respect of the beneficial interest of such partner, as the case may be)retired partner, retired member or member, (bB) stockholders, employees, agents or related individuals of the transferor or to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders affiliated corporation (in the case of an Investor a transferor that is a corporation) or to any other Permitted Transferee (as defined in the Stockholders’ Agreement), or (C) Affiliates of the Holder, in the case of an institutional or venture capital investor, or to another Person under common management with such Holder, or (ii) for transfers made in accordance with the provisions of Rule 144 (or any rule permitting public sale without registration under the Securities Act) including Rule 144(k). Each certificate for Preferred Stock or Registrable Securities transferred as above provided shall bear the appropriate restrictive legend set forth in Section 23.1, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel or “no-action” letter referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate Affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act or that such legend is not required to establish compliance with any provisions of the Securities Act. Notwithstanding any other provision hereof, the restrictions provided for in this Section 3.2 shall not apply to securities which are not required to bear the legend prescribed by Section 3.1 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Stock or Registrable Securities (other than under the circumstances described in Sections Section 4, 5 or 6), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed sale, assignment, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities lawsAct, whereupon the holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) to one or more partners or members or retired partners or retired members (or to of the estate of any such parties) of an Investor transferor (in the case of an Investor a transferor that is a partnership or a limited liability company, as the case may bepartnership), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary one or more members of an Investor, or (d) by an Investor to its stockholders the transferor (in the case of a transferor that is a limited liability company) or to an Investor affiliated corporation (in the case of a transferor that is a corporation); provided, further, however, that any transferee other than a partner or affiliate of the transferor shall execute and deliver to the Company a representation letter in form reasonably satisfactory to the Company's counsel to the effect that the transferee is acquiring Registrable Securities for its own account, for investment purposes and without any view to distribution thereof. Each certificate for Preferred Stock or Registrable Securities transferred as above provided shall bear the legend set forth in Section 211, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The restrictions provided for in this Section 12 shall not apply to securities which are not required to bear the legend prescribed by Section 11 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Stock, Conversion Shares or Restricted Stock or Registrable Securities (other than under the circumstances described in Sections 4, 5 or 6), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company (it being agreed that Xxxxxxxxxx, Xxxxxxx & Xxxxxxx, PC shall be satisfactory) to the effect that the proposed sale, assignment, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities laws, whereupon the holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) to one or more partners or members or retired partners or retired members (or to of the estate of any such parties) of an Investor transferor (in the case of an Investor a transferor that is a partnership or a limited liability company, as the case may berespectively), (b) or to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders affiliated business entity (in the case of an Investor a transferor that is a corporation); provided, further, however, that any transferee other than a transferee receiving such shares for no consideration shall execute and deliver to the Company a representation letter in form reasonably satisfactory to the Company’s counsel to the effect that the transferee is acquiring such shares for its own account, for investment purposes and without any view to distribution thereof. Each certificate for Preferred Stock, Conversion Shares or Restricted Stock or Registrable Securities transferred as above provided shall bear the legend set forth in Section 2, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Restricted Stock or Registrable Securities Investor Shares, as the case may be, (other than under the circumstances described in Sections Section 4, 5 or 66 hereof), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company (it being agreed that Nossaman, Guthner, Xxxx & Xxxxxxx, LLP shall be satisfactory) to the effect that the proposed saletransfer of the Restricted Stock or Investor Shares, assignmentas the case may be, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities lawsAct, whereupon the holder of such stock Restricted Stock or Investor Shares, as the case may be, shall be entitled to transfer such stock Restricted Stock or Investor Shares, as the case may be, in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; providedPROVIDED, howeverHOWEVER, that no such opinion of counsel or other documentation shall be required if such notice shall cover a distribution by Welsh, Carson, Xxxxxxxx & Xxxxx VII, L.P. ('"WCAS VII") or WCAS Healthcare Partners, L.P. to their respective partners. Each certificate for a transfer made in accordance with all applicable securities laws (a) to one Restricted Stock or more partners or members or retired partners or retired members (or to the estate of any such parties) of an Investor (in the case of an Investor that is a partnership or a limited liability companyShares, as the case may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders (in the case of an Investor that is a corporation). Each certificate for Preferred Stock or Registrable Securities transferred as above provided shall bear the legend set forth in Section 2, except that such certificate shall not bear such legend if unless (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The foregoing restrictions on transferability of Restricted Stock or Investor Shares shall terminate as to any particular shares of Restricted Stock or Investor Shares when such shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement concerning such shares. Whenever a holder of Restricted Stock or Investor Shares is able to demonstrate to the Company (and its counsel) that the provisions of Rule 144(k) (or other equivalent rule) of the Securities Act are available to such holder without limitation, such holder of Restricted Stock or Investor Shares shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 2.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Shares, Conversion Shares or Restricted Stock or Registrable Securities (other than under the circumstances described in Sections 4, 5 or 6), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed sale, assignment, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities lawsAct, whereupon the holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) to one or more partners or members or retired partners or retired members (or to of the estate of any such parties) of an Investor transferor (in the case of an Investor a transferor that is a partnership or a limited liability company, as the case may bepartnership), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary one or more members of an Investor, or (d) by an Investor to its stockholders the transferor (in the case of a transferor that is a limited liability company) or to an Investor affiliated corporation (in the case of a transferor that is a corporation); provided, further, however, that any transferee other than a partner or affiliate of the transferor shall execute and deliver to the Company a representation letter in form reasonably satisfactory to the Company's counsel to the effect that the transferee is acquiring Restricted Stock for its own account, for investment purposes and without any view to distribution thereof. Each certificate for Preferred Stock Shares or Registrable Securities Conversion Shares transferred as above provided shall bear the legend set forth in Section 2, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Restricted Stock or Registrable Securities (other than under the circumstances described in Sections Section 4, 5 or 66 hereof), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed saletransfer of the Restricted Stock, assignmentas the case may be, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities laws, whereupon Act. In the event that (but only in the event that) the holder of such stock Restricted Stock gives such written notice and provides such opinion, if requested by the Company, the holder of such Restricted Stock shall be entitled to transfer such stock Restricted Stock in accordance with the terms of its notice delivered by the holder of such stock to the Company; providednotice, howeverPROVIDED, HOWEVER, that no such opinion of counsel or documentation shall be required for a transfer made in accordance with all applicable securities laws (a) if the notice pertains to one or more partners or members or retired partners or retired members (or distribution by any holder pursuant to the estate of any such parties) of an Investor (in the case of an Investor that is a partnership or a limited liability company, as the case may be), subpart (b) to an Investor Affiliate, or (c) to a wholly-owned subsidiary of an Investor, or Section 2 of that certain Fourth Amended and Restated Shareholders Agreement between the parties hereto (d) by an Investor to its stockholders (in the case of an Investor that is a corporation"Shareholders Agreement"). Each certificate instrument for Preferred Restricted Stock or Registrable Securities transferred as above provided shall bear the legend set forth in Section 2, except that such certificate instrument shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The foregoing restrictions on transferability of Restricted Stock shall terminate as to any particular shares of Restricted Stock when such shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement concerning such shares.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as provisions of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stockArticle 3, prior to any proposed sale, assignmentpledge, hypothecation or other transfer or pledge (other than a pledge in favor of the Company) of any Preferred Stock or Registrable Securities (other than under the circumstances described in Sections 4Section 4.3, 5 4.4 or 64.5), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignmentpledge, transfer hypothecation or pledgeother transfer. Each such notice shall describe the manner of the proposed sale, assignmentpledge, hypothecation or other transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, Company shall be accompanied by either (i) an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed sale, assignmentpledge, hypothecation or other transfer or pledge may be effected without registration under the Securities Act and any applicable state or (ii) a "no action" letter from the Commission to the effect that the distribution of such securities lawswithout registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) distribution to one or more partners or members or retired partners or retired members (or to of the estate of any such parties) of an Investor transferor (in the case of an Investor a transferor that is a partnership partnership) or a limited liability company, as the case may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders stockholder (in the case of an Investor a transferor that is a corporation)) in each case in respect of the beneficial interest of such partner or stockholder. Each certificate for Preferred Stock or Registrable Securities transferred as above provided shall bear the appropriate restrictive legend set forth in Section 24.1, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel or "no-action" letter referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act or that such legend is not required to establish compliance with any provisions of the Securities Act. Notwithstanding any other provision hereof, the restrictions provided for in this Section 4.2 shall not apply to securities which are not required to bear the legend prescribed by Section 4.1 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Restricted Stock or Registrable Securities (other than under the circumstances described in Sections 4, 5 or 6Section 4 hereof), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed sale, assignment, transfer or pledge of such Restricted Stock may be effected without registration under the Securities Act and any applicable state securities lawsAct, whereupon the holder of such stock Restricted Stock shall be entitled to transfer such stock Restricted Stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) to one or more partners or members or retired partners or retired members (or to the estate of any such parties) of an Investor (in the case of an Investor any Buyer that is a partnership, no such opinion or other documentation shall be required if such notice shall cover a transfer by such partnership or a limited liability company, as the case may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders (in partners and provided, further, however, that the case of an Investor that is a corporation)shares so transferred shall remain subject to this Agreement. Each certificate for Preferred representing the Restricted Stock or Registrable Securities transferred as above provided shall bear the legend set forth in Section 2, except that such certificate shall not bear such legend if unless (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) and is not made by an affiliate of the Company or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The foregoing restrictions on transferability of Restricted Stock shall terminate as to any particular shares of Restricted Stock when such shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or the sellers thereof set forth in the registration statement concerning such shares. Whenever a holder of Restricted Stock is able to demonstrate to the Company (and its counsel) that the provisions of Rule 144(k) of the Securities Act are available to such holder without limitation, such holder of Restricted Stock shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 2 in exchange for the surrender of the existing certificate, which shall be marked canceled by the Company.

Notice of Proposed Transfer. Subject Each holder of shares of Series A Preferred Stock, by his acceptance of such shares, agrees to comply in all events to respects with the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as provisions of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior this Section 11. Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any shares of Series A Preferred Stock or Registrable Common Stock underlying the Series A Preferred Stock, except in the case of registration thereof pursuant to the Securities (other than under the circumstances described in Sections 4Act of 1933, 5 or 6)as amended, the holder thereof shall give written notice to the Company Corporation of its such holder's intention to of effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner and circumstances of the proposed salesuch transfer in reasonable detail, assignment, transfer or pledge in sufficient detail and, unless waived in writing by the Company, and shall be accompanied by an (i) a written opinion of counsel reasonably satisfactory to the Company Corporation, addressed to the corporation, to the effect that the proposed sale, assignment, transfer or pledge may be effected without registration under of the Series A Preferred Stock or the Common Stock underlying the Series A Preferred Stock, or (ii) written assurance from the Securities Act Exchange commission ("SEC") that the SEC will not recommend any action be taken by it in the event such transfer is effected without registration under such Act. Such proposed transfer may be effected only if the Corporation shall have received such notice and any applicable state securities lawssuch opinion of counsel or written assurance, whereupon the holder of such stock shares of Series A Preferred Stock or Common Stock underlying such shares of Series A Preferred Stock shall be entitled to transfer such stock shares of Series A Preferred Stock or Common Stock underlying such shares of series A Preferred Stock in accordance with the terms of its notice delivered by the holder of such stock to the Company; provided, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) to one or more partners or members or retired partners or retired members (or to the estate of any such parties) of an Investor (in the case of an Investor that is a partnership or a limited liability company, as the case may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders (in the case of an Investor that is a corporation)notice. Each certificate for evidencing shares of Series A Preferred Stock or Registrable Securities shares of Common Stock underlying shares of series A Preferred Stock so transferred as above provided shall bear the legend set forth in this Section 211, and each uncertificated share of Series A Preferred Stock so transferred shall have entered against it in the Corporation's stock transfer ledger or other similar records a "stop transfer" legend, except that such certificate shall not bear either such legend may be removed if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above or written assurance is to the further effect that no such legend nor the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled restrictions on transfer in this Section 11 are required in order to transfer ensure compliance with such securities in a public sale without registration under the Securities Act.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Restricted Stock or Registrable Securities (other than under the circumstances described in Sections 4, SECTION 4 or 5 or 6hereof), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed sale, assignment, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities lawsAct, whereupon the such holder of such stock shall be entitled to transfer such stock securities in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; providedPROVIDED, howeverHOWEVER, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws by a holder of Restricted Stock (ax) to one an Affiliate of such holder or more partners (y) in the case of a holder that is a partnership, to a partner or members employee of such holder or a retired partner or retired partners or retired members (employee of such holder who retires after the date hereof, or to the estate of any such parties) of an Investor (in the case of an Investor that is a partnership partner, retired partner, employee or retired employee, or a limited liability companytransfer by gift, as will or intestate succession from any holder of Restricted Stock to his or her spouse or members of his or her or his or her spouse's family or a trust for the benefit of any of the foregoing persons, in any such case may beset forth in clauses (x) and (y), (b) only if the transferee agrees in writing to be subject to the terms hereof to the same extent as if such transferee were an Investor Affiliate, (c) to a wholly-owned subsidiary original holder of an Investor, or (d) by an Investor to its stockholders (in the case of an Investor that is a corporation)Restricted Stock hereunder. Each certificate for Preferred All Restricted Stock or Registrable Securities transferred as above provided shall bear the legend set forth in Section SECTION 2, except that such certificate securities shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Stock or Registrable Securities Conversion Shares (other than under the circumstances described in Sections 4, 5 or 6), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed sale, assignment, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities laws, whereupon the holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) by a Holder to one any affiliate of such Holder or more partners by a Holder that is a partnership to a partner of such partnership or members a retired partner of such partnership who retires after the date hereof or a limited liability company to a member of such limited liability company or a retired partners or retired members (member of such limited liability company who retires after the date hereof, or to the estate of any such parties) partner or retired partner and member or retired member or the transfer by gift, will or intestate succession of any partner or member to his or her spouse or to the siblings, lineal descendants or ancestors of such partner or his or her spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if he or she were an Investor (in the case of an Investor that is a partnership or a limited liability company, as the case may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders (in the case of an Investor that is a corporation)original Holder hereunder. Each certificate for Preferred Stock or Registrable Securities Conversion Shares transferred as above provided shall bear the legend set forth in Section 2, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Stock, Conversion Shares or Restricted Stock or Registrable Securities (other than under the circumstances described in Sections 4, 5 or 6), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed sale, assignment, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities laws, whereupon the holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws (a) to one or more partners or members or retired partners or retired members (or to of the estate of any such parties) of an Investor transferor (in the case of an Investor a transferor that is a partnership or a limited liability company, as the case may be), (brespectively) or to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders affiliated corporation (in the case of an Investor a transferor that is a corporation)) or to any family member, or to any trust, family liability company, family limited partnership or similar estate planning entity for the benefit of any such family member of the transferor; provided, further, however, that any transferee other than a transferee receiving such shares for no consideration shall execute and deliver to the Company a representation letter in form reasonably satisfactory to the Company's counsel to the effect that the transferee is acquiring such shares for its own account, for investment purposes and without any view to distribution thereof. Each certificate for Preferred Stock, Conversion Shares or Restricted Stock or Registrable Securities transferred as above provided shall bear the legend set forth in Section 2, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Restricted Stock or Registrable Securities Founders Stock, as the case may be (other than under the circumstances described in Sections 4, 5 or 66 hereof), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company (it being agreed that Reboul, MacMurray, Hewitt, Maynard & Kristol xx xxx xxxxx xx satisfactory) to the effect that the proposed saletransfer of the Restricted Stock or Founders Stock, assignmentas the case may be, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities lawsAct, whereupon the holder of such stock Restricted Stock or Founders Stock, as the case may be, shall be entitled to transfer such stock Restricted Stock or Founders Stock, as the case may be, in accordance with the terms of its notice delivered by the holder of such stock to the Company; provided, however, that no such opinion of counsel shall be required notice. Each certificate for a transfer made in accordance with all applicable securities laws (a) to one Restricted Stock or more partners or members or retired partners or retired members (or to the estate of any such parties) of an Investor (in the case of an Investor that is a partnership or a limited liability companyFounders Stock, as the case may be), (b) to an Investor Affiliate, (c) to a wholly-owned subsidiary of an Investor, or (d) by an Investor to its stockholders (in the case of an Investor that is a corporation). Each certificate for Preferred Stock or Registrable Securities transferred as above provided shall bear the legend set forth in Section 2, except that such certificate shall not bear such legend if unless (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The foregoing restrictions on transferability of Restricted Stock and Founders Stock shall terminate as to any particular shares of Restricted Stock or Founders Stock when such shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement concerning such shares. Whenever a holder of Restricted Stock or Founders Stock is able to demonstrate to the Company (and its counsel) that the provisions of Rule 144(k) of the Securities Act are available to such holder without limitation, such holder of Restricted Stock or Founders Stock shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 2.

Notice of Proposed Transfer. Subject in all events to the restrictions set forth in the Fifth Amended and Restated Stockholders Agreement dated as of the date hereof (the “Stockholders Agreement”) regarding the transfer of capital stock, prior Prior to any proposed sale, assignment, transfer or pledge (other than a pledge in favor of the Company) of any Preferred Stock Securities or Registrable Securities Conversion Shares (other than under the circumstances described in Sections 4, 5 or 6), the holder thereof shall give written notice to the Company of its intention to effect such sale, assignment, transfer or pledgetransfer. Each such notice shall describe the manner of the proposed sale, assignment, transfer or pledge in sufficient detail and, unless waived in writing if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company (it being agreed that Xxxxxx & Dodge LLP or Xxxxxxx Procter & Xxxx LLP shall be satisfactory) to the effect that the proposed sale, assignment, transfer or pledge may be effected without registration under the Securities Act and any applicable state securities lawsAct, whereupon the holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice delivered by the holder of such stock to the Companynotice; provided, however, that no such opinion of counsel shall be required for a transfer made in accordance with all applicable securities laws to (ai) to one or more partners or any affiliate of such holder as defined under Rule 144 of the Securities Act, (ii) its partners, shareholders, members or retired partners or retired members other equity holders, (or to the estate of iii) any such parties) of an Investor Immediate Family member (in the case of an Investor that is a partnership or a limited liability company, as the case may bedefined below), (biv) any heir, executor or legal representative, (v) to an Investor Affiliateany charitable organization qualified under Section 501(c)(3) of the Internal Revenue Code of 1986, (c) to a wholly-owned subsidiary of an Investoras amended, for no consideration, or (dvi) by an Investor to its stockholders (in the case any trustee of an Investor that is a corporation)inter-vivos trust or testamentary trust for the benefit of Immediate Family members. Each certificate for Preferred Stock Securities or Registrable Securities Conversion Shares transferred as above provided shall bear the legend set forth in Section 23(b), except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 or Rule 144A (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act.. The restrictions provided for in this Section 3(a) shall not apply to securities which are not required to bear