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      Transfer Restrictions

      There are transfer restrictions on most securities purchased during an SMB acquisition.

      Capitalized terms not defined herein, shall have the meanings ascribed to them in the Company's LLC Operating Agreement (the "LLC Agreement").

      1. Restrictions on Transfers. Except as otherwise permitted by this LLC Agreement, no Member may, directly or indirectly, Transfer all or any portion of its Membership Interest in the Company without the prior written consent of the Manager, which consent may be granted or withheld in the absolute discretion of the Manager.

      2. Permitted Transfers. A Member shall be free at any time to Transfer all or any portion of its Membership Interest to (a) any one or more of an existing Member’s Family Members (as defined below) or (b) any one or more of an existing Member’s Controlled Affiliates (as defined herein). A trust or estate that has received a Membership Interest from a Member may Transfer the Membership Interest to a beneficiary of the trust or estate; provided, that the beneficiary is a Family Member of the Member who Transferred the Membership Interest to the trust or estate. A Member also may Transfer all or any portion of his Membership Interest upon his death or involuntarily by operation of law. For purposes of this Article 7, a Member’s “Family Members'' means the Member’s spouse, ancestors, issue (including adopted children and their issue) and trusts or custodianships for the primary benefit of the Member or such spouse, ancestors, or issue (including adopted children and their issue). Notwithstanding the foregoing or anything herein to the contrary, no Class B Member may, directly or indirectly, Transfer all or any portion of its Class B Units without the prior written consent of a Class A Majority and the Manager.

      3. Conditions to Transfer. Notwithstanding any other provision of Sections 7.1 or 7.2, no Transfer shall be permitted, except in the case of a Transfer on death or involuntarily by operation of law, unless the following additional conditions precedent are satisfied (or waived by the Manager):
        1. 1. The transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company and the Manager to effect such Transfer and to confirm the agreement of the transferee to be bound by the provisions of this LLC Agreement (including this Article 7);
        2. At the Company’s request, the transferor shall furnish to the Company an opinion of counsel satisfactory to the Company that the Transfer will not (i) cause the Company to be treated other than as a partnership for U.S. tax purposes, including but not limited pursuant to the “publicly traded partnership” rules under Code section 7704 and the Regulations promulgated thereunder, or (ii) result in a withholding obligation on the Company under Code section 1446(f); and

        3. At the Company’s request, the transferor shall provide an opinion of counsel satisfactory to the Company to the effect that such Transfer will not violate any applicable securities laws regulating the Transfer of securities or any of the provisions of any agreement to which the Company is a party.

      4. Rights of Unadmitted Transferee. A transferee of a Membership Interest who is not admitted as a Member pursuant to Section 7.5 shall be entitled to allocations and distributions attributable to the Membership Interest Transferred to the same extent as if the transferee were a Member, but, notwithstanding anything in this LLC Agreement to the contrary, shall have no right to participate in the management of the Company, or to vote or give a consent on any matter calling for the approval or consent of the Members (and any requisite percentage or majority shall be computed as if the Transferred Membership Interest did not exist), shall have no right to any information or accounting of the affairs of the Company, shall not be entitled to inspect the books or records of the Company, and shall not have any of the other rights of a Member under the Act or this LLC Agreement.

      5. Admission of Transferee as Member. Subject to the other provisions of this Article 7, a transferee of a Membership Interest may be admitted to the Company as a Member only upon satisfaction of all of the following conditions:
        1. The Manager shall consent to such admission, which consent may be granted or withheld in the absolute and unreviewable discretion of the Manager;
        2. The Membership Interest with respect to which the transferee is admitted was acquired by means of a Transfer permitted under Section 7.1 or 7.2;
        3. The transferee becomes a party to this LLC Agreement as a Member and executes such documents and instruments as the Manager reasonably may request as necessary or appropriate to confirm such transferee as a Member in the Company and such transferee’s agreement to be bound by the terms and conditions hereof; and

        4. The transferee furnishes copies of all instruments effecting the Transfer, opinions of counsel and such other certificates, instruments, and documents as the Company may require.

      6. Effect of Disposition. Following any Transfer (whether or not permitted) of a Member’s entire Membership Interest, the Member shall have no further rights as a Member of the Company. In addition, following any Transfer (whether or not permitted) of a portion of a Member’s Membership Interest, the Member shall have no further rights as a Member of the Company with respect to that portion Transferred.

      7. Prohibited Transfers. Any purported Transfer that is not permitted under Section 7.1 or 7.02 shall be null and void and of no effect whatsoever. In the case of a Transfer or attempted Transfer that is not such a permitted Transfer, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company and the other Members from all cost, liability, and damage that any of such indemnified persons may incur (including incremental tax liability and attorneys’ fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby.