Common use of Restrictions on Transfer Clause in Contracts

Restrictions on Transfer. None of the Award LTIP Units granted hereunder shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, encumbered, whether voluntarily or by operation of law (each such action a “Transfer”), or redeemed in accordance with the LP Agreement (i) prior to vesting, (ii) for a period of two (2) years beginning on the Grant Effective Date other than in connection with a Change of Control, and (iii) unless such Transfer is in compliance with all applicable securities’ laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (z) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 6. In connection with any Transfer of Award LTIP Units granted hereunder, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder not in accordance with the terns and conditions of this Section 6 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

Restrictions on Transfer. None Except as otherwise permitted by the Committee, none of the Award LTIP OPP Units granted hereunder nor any of the Partnership Units of the Partnership into which such Award OPP Units may be converted (the “Award Partnership Units”) shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, encumbered, whether voluntarily or by operation of law (each such action a “Transfer”), or redeemed and the Redemption Right (as defined in accordance the Partnership Agreement) may not be exercised with respect to the LP Agreement (i) prior to vestingAward Partnership Units, (ii) for a period of two (2) years beginning on the Grant Effective Date other than in connection with a Change of Control, and (iii) unless such Transfer is in compliance with all applicable securities’ laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Agreement; provided that, upon at any time after the approval of, date that (a) is one year after the Award OPP Units have become vested and subject to the terms and conditions specified by, the Committee, Non-Vested LTIP Units that have been held for a period of (b) is at least two (2) years beginning on after the Grant Effective Date specified above Date, (i) Award OPP Units or Award Partnership Units may be Transferred to the Grantee’s Family Members by gift or pursuant to domestic relations order in settlement of marital property rights; (wii) Award OPP Units or Award Partnership Units may be Transferred to an entity in which fifty percent (50%) of the voting interests are owned by Family Members (or the Grantee) in exchange for an interest in such entity; and (iii) the spouseRedemption Right may be exercised with respect to Award Partnership Units, children and Award Partnership Units may be Transferred to the Partnership or grandchildren the Company in connection with the exercise of the Grantee (“Immediate Family Members”)Redemption Right, (x) a trust or trusts for in accordance with and to the exclusive benefit extent otherwise permitted by the terms of the Grantee and such Immediate Family MembersPartnership Agreement. Additionally, (y) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (z) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee agrees must agree in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 67 and all Transfers of Award OPP Units or Award Partnership Units must be in compliance with all applicable securities laws (including, without limitation, the Securities Act) and the applicable terms and conditions of the Partnership Agreement. In connection with any Transfer of Award LTIP OPP Units granted hereunderor Award Partnership Units, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP OPP Units granted hereunder or Award Partnership Units not in accordance with the terns terms and conditions of this Section 6 7 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP OPP Units or Award Partnership Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP OPP Units or Award Partnership Units. This Except as provided expressly in this Section 7, this Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

Restrictions on Transfer. None Except as otherwise permitted by the Committee or the Board in its sole discretion, none of the Award LTIP Units granted hereunder nor any of the Common Units of the Partnership into which such Award LTIP Units may be converted (the “Award Common Units”) shall be sold, assigned, transferred, pledged, hypothecated, given away hypothecated or in any other manner otherwise disposed of, encumbered, of or encumbered (whether voluntarily or involuntarily or by operation of law judgment, levy, attachment, garnishment or other legal or equitable proceeding) (each such action a “Transfer”), or redeemed in accordance with the LP Partnership Agreement (ia) prior to vestingvesting (or, in the case of LTIP Units that vest as a result of a Qualified Termination pursuant to Section 5, prior to the date they would otherwise have vested), (iib) for a period of two (2) years beginning on the Grant Effective Date other than in connection with a Change of Control, and (iiic) unless such Transfer is in compliance with all applicable securities’ securities laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Partnership Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the CommitteeCommittee or the Board, Non-Vested unvested Award LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (wi) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (xii) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (yiii) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (ziv) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee Transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested unvested Award LTIP Units shall be prohibited except those in accordance with this Section 68. In connection with any Transfer of Award LTIP Units granted hereunderUnits, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder not in accordance with the terns terms and conditions of this Section 6 8 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

Restrictions on Transfer. None of the Award LTIP Units granted hereunder shall be sold, assigned, transferred, pledged, hypothecated, given away hypothecated or in any other manner otherwise disposed of, encumbered, of or encumbered (whether voluntarily or involuntarily or by operation of law judgment, levy, attachment, garnishment or other legal or equitable proceeding) (each such action a “Transfer”), or redeemed in accordance with the LP Partnership Agreement (ia) prior to vesting, (iib) for a period of two (2) years beginning on the Grant Effective Date other than in connection with a Change of Control, and (iiic) unless such Transfer is in compliance with all applicable securities’ securities laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Partnership Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested unvested Award LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (wi) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (xii) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (yiii) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (ziv) one or more entities in which the Grantee has a ten percent (10% %) or greater equity interest, provided that the transferee Transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested unvested Award LTIP Units shall be prohibited except those in accordance with this Section 69. In connection with any Transfer of Award LTIP Units granted hereunderUnits, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder not in accordance with the terns terms and conditions of this Section 6 9 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

Restrictions on Transfer. None of the Award LTIP Units granted hereunder shall be sold, assigned, transferred, pledged, hypothecated, given away or in In addition to any other manner disposed ofrestrictions on Transfer herein contained, encumbered, whether voluntarily in no event may any Transfer or assignment of a Company Unit by operation of law (each such action a “Transfer”), or redeemed in accordance with the LP Agreement any Member be made (i) prior to vestingany Person which lacks the legal right, power or capacity to own a Company Unit; (ii) for a period in violation of two (2) years beginning on the Grant Effective Date other than in connection with a Change of Control, and applicable Law; (iii) unless if such Transfer is in compliance with all applicable securities’ laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance would immediately or with the applicable terms and conditions passage of time cause the LP Agreement; provided that, upon the approval of, and subject Parent OP General Partner to the terms and conditions specified by, the Committee, Non-Vested LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred fail to (w) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (z) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee agrees in writing comply with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 6. In connection with any Transfer of Award LTIP Units granted hereunder, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account REIT Requirements (as defined in the LP Parent OP Agreement), such determination to be made assuming that the Parent OP General Partner does comply with the REIT Requirements immediately prior to the proposed Transfer; (iv) if such Transfer would cause the Company to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(e) of the Code); (v) if such Transfer would, in the Partnership will be reducedopinion of counsel to the Company, and the transferee’s Capital Account in the Partnership will be credited, with such cause any portion of the Grantee’s Capital Account as is properly allowable underlying assets of the Company to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.3-101; (vi) if such Transfer would result in a deemed distribution to any Member attributable to a failure to meet the requirements of Regulations Section l.752-2(d)(l), unless such Member consents thereto, (vii) if such Transfer would cause any lender to the transferred Award LTIP Units. Any attempted Transfer Company to hold in excess of Award LTIP ten (10) percent of the Company Units granted hereunder not in accordance with that would, pursuant to the terns and conditions regulations under Section 752 of this Section 6 shall be null and voidthe Code or any successor provision, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units as cause a result of any loan by such a lender to constitute “Partner Nonrecourse Debt”, (viii) if such Transfer, shall otherwise refuse other than to recognize any an Affiliate, is of Company Units the value of which would have been less than $20,000 when issued, (ix) if such Transfer would, in the opinion of counsel to the Company, cause the Company to cease to be classified as a partnership for U.S. federal income tax purposes or (x) if such Transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(b) of the Code. Notwithstanding anything to the contrary in this Agreement, the issuance, sale, transfer or other disposition (whether by merger, consolidation or otherwise) of equity securities of LVP REIT or LVP OP shall not be a “Transfer” for purposes of this Agreement and shall not in any way give effect be subject to any such Transfer of any Award LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distributionrestrictions hereunder.

Restrictions on Transfer. None Except as otherwise permitted by the Committee or the Board in its sole discretion, none of the Award LTIP Units granted hereunder nor any of the Common Units of the Partnership into which such Award LTIP Units may be converted (the “Award Common Units”) shall be sold, assigned, transferred, pledged, hypothecated, given away hypothecated or in any other manner otherwise disposed of, encumbered, of or encumbered (whether voluntarily or involuntarily or by operation of law judgment, levy, attachment, garnishment or other legal or equitable proceeding) (each such action a “Transfer”), or redeemed in accordance with the LP Partnership Agreement (ia) prior to vestingvesting (or, in the case of LTIP Units that vest as a result of a Qualified Termination pursuant to Section 5, prior to the date they would otherwise have vested), (iib) for a period of two (2) years beginning on the Grant Effective Date other than in connection with a Change of Control, and (iiic) unless such Transfer is in compliance with all applicable securities’ securities laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Partnership Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the CommitteeCommittee or the Board, Non-Vested unvested Award LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (wi) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (xii) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (yiii) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (ziv) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee Transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested unvested Award LTIP Units shall be prohibited except those in accordance with this Section 68. In connection with any Transfer of Award LTIP Units granted hereunderUnits, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder not in accordance with the terns terms and conditions of this Section 6 8 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution. Similar adjustments may be made in the event of any such transaction or event involving the capital structure of the Partnership.

Restrictions on Transfer. None (a) Except as provided in Section 4.7 and except for the Transfers by a Member to Permitted Transferee, no Member shall Transfer all or any portion of its Interest without the prior written consent of the Award LTIP Units granted hereunder shall be soldManaging Member in its sole discretion; provided, assignedthat, transferred, pledged, hypothecated, given away or to the extent that the Managing Member determines in any other manner disposed of, encumbered, whether voluntarily or good faith that a proposed transfer would not have the effect contemplated by operation of law (each such action a “Transfer”Section 9.1(b)(iii), or redeemed in accordance with then the LP Agreement (i) prior Managing Member will not unreasonably withhold its consent to vestinga transfer by any Member that holds at least 10% of the Units not held by the Managing Member and who intends, (ii) for a period of two (2) years beginning on the Grant Effective Date other than in connection with such proposed transfer, to transfer all or substantially all of the Units then held by such Member to any Person or group of Persons acting together that would constitute a Change “group” for purposes of Control, and (iiiSection 13(d) unless such Transfer is in compliance with all applicable securities’ laws (including, without limitation, of the Securities and Exchange Act of 19331934 or any successor provisions thereto. If, as amended (notwithstanding the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (z) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 6. In connection with any Transfer of Award LTIP Units granted hereunder, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder not in accordance with the terns and conditions provisions of this Section 6 shall be null and void9.1(a), and the Partnership shall not reflect on its records all or any change portion of a Member’s Interests are Transferred in record ownership violation of any Award LTIP Units as a result of any such Transferthis Section 9.1(a), shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any mannerinvoluntarily, by operation of law or otherwise, then without limiting any other than rights and remedies available to the other parties under this Agreement or otherwise, the Transferee of such Interest (or portion thereof) shall not be admitted to the Company as a Member or be entitled to any rights as a Member hereunder, and the Transferor will continue to be bound by will all obligations hereunder, unless and until the Managing Member consents in writing to such admission, which consent shall be granted or withheld in the laws Managing Member’s sole discretion. Any attempted or purported Transfer of descent all or a portion of a Member’s Interests in violation of this Section 9.1(a) shall be null and distributionvoid and of no force or effect whatsoever. For the avoidance of doubt, the restrictions on Transfer contained in this Article IX shall not apply to the Transfer of any capital stock of the Managing Member; provided that no shares of Class B Stock may be Transferred unless a corresponding number of Units are Transferred therewith in accordance with this Agreement.

Restrictions on Transfer. None Neither this Warrant nor the shares of the Award LTIP Units granted hereunder shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, encumbered, whether voluntarily or by operation Stock issuable upon exercise of law (each such action a “Transfer”), or redeemed in accordance with the LP Agreement (i) prior to vesting, (ii) for a period of two (2) years beginning on the Grant Effective Date other than in connection with a Change of Control, and (iii) unless such Transfer is in compliance with all applicable securities’ laws (including, without limitation, this Warrant have been registered under the Securities Act of 1933, as amended (the “Securities Act”))) or any state securities laws. Therefore, and such Transfer is in accordance order, among other things, to insure compliance with the applicable terms and conditions Act, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant to not sell, assign, pledge, hypothecate, mortgage, encumber, dispose of, or otherwise transfer all or any portion of this Warrant without the prior written consent of the LP AgreementCompany; provided that, upon a Holder may transfer all or any portion of this Warrant without the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children or grandchildren prior written consent of the Grantee Company (“Immediate Family Members”), (xa) as part of a trust or trusts for the exclusive benefit registered public offering of the Grantee and such Immediate Family MembersCompany’s securities or pursuant to a transfer, (y) a partnership in which the Grantee and such Immediate Family Members are the only partnerssale, or (z) one or more entities in exchange which is exempt from the Grantee has a 10% or greater equity interestregistration requirements of the Act, provided that the transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 6. In connection with any Transfer of Award LTIP Units granted hereunder, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, pursuant to Rule 144 under the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreementb) in connection with a merger or consolidation of the Partnership will be reducedCompany with another entity, and or in connection with a reorganization, reclassification, or recapitalization of the transferee’s Capital Account Company's capital stock, (c) by pledge that creates a mere security interest in the Partnership will be credited, with such all or any portion of this Warrant, provided that the Grantee’s Capital Account as is properly allowable pledgee thereof agrees in writing in advance to be bound by and comply with all applicable provisions of this Warrant to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder not in accordance with same extent as if it were the terns and conditions of this Section 6 shall be null and voidHolder making such pledge, and the Partnership shall not reflect (d) either during his lifetime or on its records any change in record ownership of any Award LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than death by will or the laws of descent and distributiondistribution to his siblings, ancestors, descendants or spouse, or any custodian or trustee for the account of Holder or Hxxxxx’s siblings, ancestors, descendants or spouse, or (e) to an affiliate or a partner of Hxxxxx. In each such case, a transferee shall receive and hold all or any portion of this Warrant subject to the provisions of this Warrant and there shall be no further transfer except in accordance herewith. No party will avoid the provisions of this Warrant by making one or more transfers to an affiliate of such party and then disposing of all or any portion of such party’s interest in such affiliate. The Company may condition any transfer of this Warrant in the absence of registration under the Act upon its receipt of an opinion of counsel reasonably acceptable to it stating that such transfer is exempt from the registration and prospectus delivery requirements of said Act.

Restrictions on Transfer. None a. Except as otherwise permitted by the Committee in its sole discretion, none of the Award LTIP Units granted hereunder nor any of the OP Units of the Partnership into which such Award LTIP Units may be converted (the “Award OP Units”) shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, encumbered, whether voluntarily or by operation of law (each such action a “Transfer”), or redeemed in accordance with the LP Agreement (i) prior to vesting, (ii) for a period of two (2) years beginning on the Grant Effective Date other than in connection with a Change of Control, and (iii) unless such Transfer is in compliance with all applicable securities’ laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested that vested Award LTIP Units or Award OP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Grantee’s Family Members are the only partners, (as defined below) by gift or (z) one or more entities in which the Grantee has a 10% or greater equity interest, domestic relations order; and provided further that the transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 67. Additionally, all Transfers of Award LTIP Units or Award OP Units must be in compliance with all applicable securities laws (including, without limitation, the Securities Act) and the applicable terms and conditions of the Partnership Agreement. In connection with any Transfer of Award LTIP Units granted hereunderor Award OP Units, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder or Award OP Units not in accordance with the terns terms and conditions of this Section 6 7 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units or Award OP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units or Award OP Units. This Except as provided in this Section 7, this Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

Restrictions on Transfer. None Except as otherwise permitted by the Committee, none of the Award Class AO LTIP Units granted hereunder nor any of the Common Units into which such Award Class AO LTIP Units may be converted (the “Award Common Units”) shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, encumbered, whether voluntarily or by operation of law (each such action a “Transfer”), or redeemed and the Redemption Rights (as defined in accordance the Partnership Agreement) may not be exercised with respect to the LP Agreement (i) prior to vestingAward Common Units, (ii) for a period of provided that, at any time after the date that is at least two (2) years beginning on after the Grant Effective Date other than Date, (i) Award Class AO LTIP Units may be Transferred to the Grantee’s Family Members by gift or pursuant to domestic relations order in connection with a Change settlement of Control, marital property rights; (ii) Award Class AO LTIP Units may be Transferred to an entity in which fifty percent (50%) of the voting interests are owned by Family Members (or the Grantee) in exchange for an interest in such entity; and (iii) unless such Transfer is the Redemption Rights may be exercised with respect to Award Common Units, and Award Common Units may be Transferred to the Partnership or the Company in connection with the exercise of the Redemption Rights, in accordance with and to the extent otherwise permitted by the terms of the Partnership Agreement. Additionally, the transferee must agree in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and the Partnership Agreement and that subsequent transfers shall be prohibited except those in accordance with this Section 3 and all Transfers of Award Class AO LTIP Units must be in compliance with all applicable securities’ securities laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Partnership Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (z) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 6. In connection with any Transfer of Award Class AO LTIP Units granted hereunderUnits, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award Class AO LTIP Units granted hereunder not in accordance with the terns terms and conditions of this Section 6 4 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award Class AO LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award Class AO LTIP Units. This Except as provided expressly in this Section 4, this Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

Restrictions on Transfer. None No Partner shall, directly or indirectly, sell, assign, pledge, hypothecate, transfer by gift, exchange or otherwise dispose of the Award LTIP Units granted hereunder shall be sold, assigned, transferred, pledged, hypothecated, given away or in encumber all or any other manner disposed of, encumbered, whether voluntarily or portion of its Partnership Interests by operation of law or otherwise (each such action all of the foregoing being referred to hereinafter as a “Transfer”), or redeemed in accordance with the LP Agreement (i) prior to vesting, (ii) for a period of two (2) years beginning on the Grant Effective Date other than in connection with a Change of Control, and (iii) unless such Transfer is in compliance with all applicable securities’ laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (z) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 65.1 or Section 5.8. Any Transfer and the rights of the Transferee (as hereinafter defined) with respect to the Transferred Partnership Interest shall be subject to Section 5.2. Any Transfer made in contravention of this Agreement shall be null and void and the transferee shall receive no right, title or interest in or to any Partnership Interest as a result of such Transfer made in violation of this Agreement. In connection with addition, any Transfer otherwise permitted by this Agreement shall be null and void unless (i) in respect of Award LTIP Units granted hereundera Transfer of a direct Partnership Interest, the permitted transferee (the “Transferee”) agrees to adopt and be bound by the terms of this Agreement and other relevant documents as if the Transferee had been an original party hereto, (ii) the Transfer would not result in any violation of, or trigger any change of control provisions with respect to, Indebtedness Documents of the Partnership may require or its Subsidiaries, (iii) the Grantee Transferee completes reasonable “know your customer” requirements of the lenders to provide an opinion the Partnership and its Subsidiaries and (iv) the Transfer would not result in any violation of counselSection 5.1(f). The parties acknowledge that a direct or indirect Transfer of the ownership interests in CatchMark Timber Trust, satisfactory to Inc. (“CTT”) or a Transfer of the direct or indirect ownership interests in any vehicle Controlled, managed or advised by BCI Partners, Medley Partner, TIG Partner, Highland Partners, JAWS Partner or any of their respective Affiliates, other than the vehicle that holds interests in the Partnership, that such shall not constitute a Transfer is in compliance with all federal and state securities laws (includingfor purposes of this Agreement. For the avoidance of doubt, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion Transfers among BCI Partners or to or among Affiliates of BCI or Affiliates of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder not BCI Partners in accordance with the terns and conditions terms of this Section 6 Agreement shall be null and void, and the Partnership shall not reflect on its records any change in record ownership permitted Affiliate Transfers under Section 5.1(b) of any Award LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distributionthis Agreement.

Restrictions on Transfer. None Neither this Warrant nor the shares of the Award LTIP Units granted hereunder shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, encumbered, whether voluntarily or by operation Stock issuable upon exercise of law (each such action a “Transfer”), or redeemed in accordance with the LP Agreement (i) prior to vesting, (ii) for a period of two (2) years beginning on the Grant Effective Date other than in connection with a Change of Control, and (iii) unless such Transfer is in compliance with all applicable securities’ laws (including, without limitation, this Warrant have been registered under the Securities Act of 1933, as amended (the “Securities Act”))) or any state securities laws. Therefore, and such Transfer is in accordance order, among other things, to insure compliance with the applicable terms and conditions Act, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant to not sell, assign, pledge, hypothecate, mortgage, encumber, dispose of, or otherwise transfer all or any portion of this Warrant without the prior written consent of the LP AgreementCompany; provided that, upon a Holder may transfer all or any portion of this Warrant without the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children or grandchildren prior written consent of the Grantee Company (“Immediate Family Members”), (xa) as part of a trust or trusts for the exclusive benefit registered public offering of the Grantee and such Immediate Family MembersCompany’s securities or pursuant to a transfer, (y) a partnership in which the Grantee and such Immediate Family Members are the only partnerssale, or (z) one or more entities in exchange which is exempt from the Grantee has a 10% or greater equity interestregistration requirements of the Act, provided that the transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 6. In connection with any Transfer of Award LTIP Units granted hereunder, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, pursuant to Rule 144 under the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreementb) in connection with a merger or consolidation of the Partnership will be reducedCompany with another entity, and or in connection with a reorganization, reclassification, or recapitalization of the transferee’s Capital Account Company's capital stock, (c) by pledge that creates a mere security interest in the Partnership will be credited, with such all or any portion of this Warrant, provided that the Grantee’s Capital Account as is properly allowable pledgee thereof agrees in writing in advance to be bound by and comply with all applicable provisions of this Warrant to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder not in accordance with same extent as if it were the terns and conditions of this Section 6 shall be null and voidHolder making such pledge, and the Partnership shall not reflect (d) either during his lifetime or on its records any change in record ownership of any Award LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than death by will or the laws of descent and distributiondistribution to his siblings, ancestors, descendants or spouse, or any custodian or trustee for the account of Holder or Xxxxxx’s siblings, ancestors, descendants or spouse, or (e) to an affiliate or a partner of Xxxxxx. In each such case, a transferee shall receive and hold all or any portion of this Warrant subject to the provisions of this Warrant and there shall be no further transfer except in accordance herewith. No party will avoid the provisions of this Warrant by making one or more transfers to an affiliate of such party and then disposing of all or any portion of such party’s interest in such affiliate. The Company may condition any transfer of this Warrant in the absence of registration under the Act upon its receipt of an opinion of counsel reasonably acceptable to it stating that such transfer is exempt from the registration and prospectus delivery requirements of said Act.

Restrictions on Transfer. None (a) Except as otherwise permitted by the Committee in its sole discretion, none of the Award LTIP Units granted hereunder nor any of the Common Units of the Partnership into which such Award LTIP Units may be converted (the “Award Common Units”) shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, encumbered, whether voluntarily or by operation of law (each such action a “Transfer”), or redeemed in accordance with the LP Agreement (i) prior to vesting, (ii) for a period of two (2) years beginning on the Grant Effective Date other than in connection with a Change of Control, and (iii) unless such Transfer is in compliance with all applicable securities’ laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested that vested Award LTIP Units or Award Common Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Grantee’s Family Members are the only partners, (as defined below) by gift or (z) one or more entities in which the Grantee has a 10% or greater equity interest, domestic relations order; and provided further that the transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 67. Additionally, all Transfers of Award LTIP Units or Award Common Units must be in compliance with all applicable securities laws (including, without limitation, the Securities Act) and the applicable terms and conditions of the Partnership Agreement. In connection with any Transfer of Award LTIP Units granted hereunderor Award Common Units, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder or Award Common Units not in accordance with the terns terms and conditions of this Section 6 7 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units or Award Common Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units or Award Common Units. This Except as provided in this Section 7, this Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

Restrictions on Transfer. None Notwithstanding anything to the ---- ------------------------ contrary contained herein, no Original Management Investor shall effect a Transfer prior to July 29, 1999 of any Securities which at the time of Transfer are subject to the Purchase Option (as hereinafter defined) and no New Management Investor shall effect a Transfer prior to the third anniversary of the Award LTIP Units granted hereunder shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, encumbered, whether voluntarily or by operation of law ("Closing Date" specified for each such action a “Transfer”)New Management Investor (the "Third Anniversary") opposite such person's name on Schedule II hereto, or redeemed in accordance with of any Securities which at the LP Agreement time of Transfer are subject to the Purchase Option, other than (i) prior pursuant to vestingSection 6.3 in connection with the Purchase Option, (ii) for with the consent of the Company (as evidenced by a period resolution duly adopted by at least a majority of two the non-employee members of the Company's Board of Directors), (2iii) years beginning on to a Permitted Transferee of the Grant Effective Date other than Management Investor in question or (iv) in connection with a Change Public Offering in which such Management Investor is permitted to participate. In exercising the consent and approval provided for in clause (ii), the Company may employ its sole discretion in evaluating the nature of Controlthe proposed transferee and the Company may impose such conditions on Transfer as it deems appropriate in its sole discretion, and (iii) unless such Transfer is in compliance with all applicable securities’ laws (including, without limitationbut not limited to, requirements that the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions transferee be an employee of the LP Agreement; provided that, upon Company and that the approval of, and transferee purchase the Management Investor's Securities as a "Management Investor" subject to the terms and conditions specified by, restrictions of this Article VI. In the Committee, Non-Vested LTIP Units that have been held for a period of at least two event any Transfer is authorized pursuant to clause (2ii) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children or grandchildren an employee of the Grantee (“Immediate Family Members”)Company as a "Management Investor," such employee shall execute an agreement, (x) a trust or trusts for in form and substance satisfactory to the exclusive benefit of the Grantee and Company, pursuant to which such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (z) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee agrees in writing with the Company and the Partnership employee shall agree to be bound by all the terms and conditions of this Agreement as were binding upon the transferor of such Shares, and that subsequent transfers by such transferees of Non-Vested LTIP Units other provisions as the Company may determine, and upon such execution such employee shall be prohibited except those in accordance with this Section 6. In connection with any Transfer of Award LTIP Units granted hereunder, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory entitled to the Partnership, that benefit of such Transfer is provisions hereof and such other provisions as the Company determines and are set forth in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Unitsagreement. Any attempted purported Transfer of Award LTIP Units granted hereunder not in accordance with the terns and conditions violation of this Section 6 Agreement shall be null and void, void and of no force and effect and the Partnership purported transferees shall have no rights or privileges in or with respect to the Company. Notwithstanding the foregoing provisions, each Management Investor agrees that he will not reflect on its records any change in record ownership of any Award LTIP Units as effect a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units. This Agreement is personal Securities prior to the Granteelapse of such period of time following acquisition thereof as may be required to comply with applicable state securities laws. For the purposes of Article VI, the "Permitted Transferees" of a Management Investor shall be (1) the executors, administrators, heirs and distributees of the Management Investor or her or his transferees to whom the Common Stock is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than Transferred by will or the laws of descent and distributiondistribution on account of death, (2) the Management Investor's spouse or children or grandchildren (in each case, natural or adopted) and (3) a trust the beneficiaries of which, a corporation the stockholders and directors of which, or a partnership the limited and general partners of which include only the Management Investor, her or his spouse or her or his children or grandchildren (in each case, natural or adopted); provided, that, as a condition to a Transfer -------- ---- to any Permitted Transferee such Permitted Transferee shall agree, in writing and in form and substance reasonably satisfactory to the Company, to become bound, and thereby shall become bound, by all the terms of this Agreement applicable to the Management Investor transferring such Securities. The Termination Date (as hereinafter defined) for a Permitted Transferee shall be the Termination Date with respect to the Management Investor who first acquired the Common Stock held by such Permitted Transferee pursuant to this Agreement.

Restrictions on Transfer. None of the Award 2024 LTIP Units granted hereunder (PB) shall be sold, assigned, transferred, pledged, hypothecated, given away pledged or in any other manner otherwise disposed of, encumbered, of or encumbered (whether voluntarily or involuntarily or by operation of law judgment, levy, attachment, garnishment or other legal or equitable proceeding) (each such action a “Transfer”), or redeemed in accordance with the LP Partnership Agreement (ia) prior until the date that is one year after they have become vested pursuant to vesting, (ii) for a period of two (2) years beginning on the Grant Effective Date Section 4 or Section 5 other than in connection with a Change of Control, and (iiib) unless such Transfer is in compliance with all applicable securities’ securities laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Partnership Agreement; provided thatprovided, upon however, that clause (a) above shall not apply with respect to (i) the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested conversion into Units of 2024 LTIP Units (PB) that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children become vested in accordance with Sections 4 or grandchildren of the Grantee 5 hereof (“Immediate Family MembersConverted LTIP Units”), (x) a trust or trusts but, for the exclusive benefit avoidance of doubt, any such Converted LTIP Units may not be redeemed in accordance with the Grantee and such Immediate Family Members, Partnership Agreement until the date that the restrictions in clause (ya) a partnership in which above would cease to apply to the Grantee and such Immediate Family Members are the only partners, corresponding 2024 LTIP Units (PB) or (zii) one any Transfer either of 2024 LTIP Units (PB) that have become vested in accordance with Sections 4 or more entities 5 hereof or of Converted LTIP Units, so long as such Transfer is (A) permitted under the Partnership Agreement and (B) in which connection with donative, estate or tax planning by the Grantee has a 10% or greater equity interestGrantee; and provided, provided further, that the transferee Transferee agrees in writing with the Company and the Partnership not to be bound by all the terms and conditions make any further Transfer of this Agreement and that subsequent transfers by such transferees of Non-Vested vested 2024 LTIP Units shall be prohibited except those in accordance with (PB) or Converted LTIP Units other than as permitted by this Section 68. In connection with any Transfer of Award 2024 LTIP Units granted hereunder(PB) or Converted LTIP Units, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award 2024 LTIP Units granted hereunder (PB) not in accordance with the terns terms and conditions of this Section 6 8 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award 2024 LTIP Units (PB) as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award 2024 LTIP UnitsUnits (PB). This Agreement is personal The restrictions on Transfer in this Section 8 shall not be interpreted to prohibit the Grantee from designating one or more beneficiaries to receive the Grantee, is non-assignable and is not transferable ’s LTIP Units or Converted LTIP Units that are payable in any manner, the event of the Grantee’s death. Any such beneficiary designation shall be on a form provided or approved by operation of law or otherwise, other than by will or the laws of descent and distributionCompany.

Restrictions on Transfer. None of the Award [ ] LTIP Units granted hereunder (PB) shall be sold, assigned, transferred, pledged, hypothecated, given away pledged or in any other manner otherwise disposed of, encumbered, of or encumbered (whether voluntarily or involuntarily or by operation of law judgment, levy, attachment, garnishment or other legal or equitable proceeding) (each such action a “Transfer”), or redeemed in accordance with the LP Partnership Agreement (ia) prior until after they have become vested pursuant to vesting, (ii) for a period of two (2) years beginning on the Grant Effective Date Section 4 or Section 5 other than in connection with a Change of Control, and (iiib) unless such Transfer is in compliance with all applicable securities’ securities laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Partnership Agreement; provided thatprovided, upon however, that clause (a) above shall not apply with respect to (i) the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested conversion into Units of [ ] LTIP Units (PB) that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children become vested in accordance with Sections 4 or grandchildren of the Grantee 5 hereof (“Immediate Family MembersConverted LTIP Units”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (zii) one any Transfer either of [ ] LTIP Units (PB) that have become vested in accordance with Sections 4 or more entities 5 hereof or of Converted LTIP Units, so long as such Transfer is (A) permitted under the Partnership Agreement and (B) in which connection with donative, estate or tax planning by the Grantee has a 10% or greater equity interestGrantee; and provided, provided further, that the transferee Transferee agrees in writing with the Company and the Partnership not to be bound by all the terms and conditions make any further Transfer of this Agreement and that subsequent transfers by such transferees of Non-Vested vested [ ] LTIP Units shall be prohibited except those in accordance with (PB) or Converted LTIP Units other than as permitted by this Section 68. In connection with any Transfer of Award [ ] LTIP Units granted hereunder(PB) or Converted LTIP Units, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award [ ] LTIP Units granted hereunder (PB) not in accordance with the terns terms and conditions of this Section 6 8 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award [ ] LTIP Units (PB) as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award [ ] LTIP UnitsUnits (PB). This Agreement is personal The restrictions on Transfer in this Section 8 shall not be interpreted to prohibit the Grantee from designating one or more beneficiaries to receive the Grantee, is non-assignable and is not transferable ’s LTIP Units or Converted LTIP Units that are payable in any manner, the event of the Grantee’s death. Any such beneficiary designation shall be on a form provided or approved by operation of law or otherwise, other than by will or the laws of descent and distributionCompany.

Restrictions on Transfer. None Each Lender may participate, assign or transfer all or a portion of its interest hereunder and under the other Operative Agreements in accordance with Sections 9.7 and 9.8 of the Award LTIP Units granted hereunder shall be soldCredit Agreement; provided, assignedeach participant, transferredassignee or transferee must obtain the same ratable interest in Tranche A Loans, pledgedTranche A Commitments, hypothecatedTranche B Loans and Tranche B Commitments (and to the extent the selling Lender is also a Holder (or an Affiliate of a Holder), given away or in any other manner disposed of, encumbered, whether voluntarily or by operation of law (each such action participant, assignor or transferee must also obtain the same ratable interest in and to the Holder Advances, Holder Commitments and the Trust Estate); provided, further, that each Lender that participates, assigns or transfers all or a “Transfer”)portion of its interest hereunder and under the other Operative Agreements shall deliver to the Agent a copy of each participation agreement in form and substance reasonably satisfactory to the Agent (in the case of a participation) and a copy of each Assignment and Acceptance (as referenced in Section 9.8 of the Credit Agreement, in the case of an assignment or redeemed other transfer) for purposes of maintaining the Register. The Holders may, directly or indirectly, assign, convey or otherwise transfer any of their right, title or interest in or to the Trust Estate or the Trust Agreement in accordance with the LP Agreement terms of Section 11.8(b) of the Trust Agreement; provided, to the extent the selling Holder is also a Lender (ior an Affiliate of a Lender), each such assignee, receiver of a conveyance or other transferee must also obtain the same ratable interest in and to the Tranche A Loans, Tranche A Commitments, Tranche B Loans and Tranche B Commitments. The Owner Trustee may, subject to the rights of the Lessee under the Lease and the other Operative Agreements and to the Lien of the applicable Security Documents but only with the prior written consent of the Agent (which consent may be withheld by the Agent in its sole discretion) prior to vesting, (ii) for a period of two (2) years beginning on the Grant Effective Date other than in connection with a Change of Control, and (iiiprovided, no Default or Event of Default has occurred and is continuing) unless such Transfer is with the consent of the Lessee, directly or indirectly, assign, convey, appoint an agent with respect to enforcement of, or otherwise transfer any of its right, title or interest in compliance with all applicable securities’ laws (including, without limitationor to any Property, the Securities Act of 1933Lease, as amended the Trust Agreement and the other Operative Agreements (the “Securities Act”)including without limitation any right to indemnification thereunder), or any other document relating to a Property or any interest in a Property as provided in the Trust Agreement and the Lease. The provisions of the immediately preceding sentence shall not apply to the obligations of the Owner Trustee to transfer Property to the Lessee or a third party purchaser pursuant to Article XXII of the Lease upon payment for such Transfer is Property in accordance with the applicable terms and conditions of the LP Agreement; provided that, upon Lease. No Credit Party may assign any of the approval of, and subject Operative Agreements or any of their respective rights or obligations thereunder or with respect to any Property in whole or in part to any Person without the terms and conditions specified byprior written consent of the Agent, the CommitteeLenders, Non-Vested LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) Holders, the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (z) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee agrees in writing with the Company Lessor and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 6. In connection with any Transfer of Award LTIP Units granted hereunder, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder not in accordance with the terns and conditions of this Section 6 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distributionLessee.

Restrictions on Transfer. None of the Award LTIP Units granted hereunder shall be sold, assigned, transferred, pledged, hypothecated, given away pledged or in any other manner otherwise disposed of, encumbered, of or encumbered (whether voluntarily or involuntarily or by operation of law judgment, levy, attachment, garnishment or other legal or equitable proceeding) (each such action a “"Transfer”"), or redeemed in accordance with the LP Partnership Agreement (ia) prior to vesting, (iib) for a period of two (2) years beginning on the Grant Effective Date other than in connection with a Change of Control, and (iiic) unless such Transfer is in compliance with all applicable securities’ securities laws (including, without limitation, the Securities Act of 1933, as amended (the “"Securities Act”")), and such Transfer is in accordance with the applicable terms and conditions of the LP Partnership Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested unvested Award LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (wi) the spouse, children or grandchildren of the Grantee (“"Immediate Family Members”"), (xii) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (yiii) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (ziv) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee Transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested unvested Award LTIP Units shall be prohibited except those in accordance with this Section 68. In connection with any Transfer of Award LTIP Units granted hereunderUnits, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder not in accordance with the terns terms and conditions of this Section 6 8 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

Restrictions on Transfer. None Each Lender may participate, assign or transfer all or a portion of its interest hereunder and under the other Operative Agreements in accordance with Sections 9.7 and 9.8 of the Award LTIP Units granted hereunder shall be soldCredit Agreement; provided, assignedeach participant, transferredassignee or transferee must obtain the same ratable interest in Tranche A Loans, pledgedTranche A Commitments, hypothecatedTranche B Loans and Tranche B Commitments (and to the extent the selling Lender is also a Holder (or an Affiliate of a Holder), given away or in any other manner disposed of, encumbered, whether voluntarily or by operation of law (each such action participant, assignor or transferee must also obtain the same ratable interest in and to the Holder Advances, Holder Commitments and the Trust Estate); provided further, that each Lender that participates, assigns or transfers all or a “Transfer”)portion of its interest hereunder and under the other Operative Agreements shall deliver to the Agent a copy of each Assignment and Acceptance (as referenced in Section 9.8 of the Credit Agreement) for purposes of maintaining the Register. The Holders may, directly or redeemed indirectly, assign, convey or otherwise transfer any of their right, title or interest in or to the Trust Estate or the Trust Agreement with the prior written consent of the Agent and the Lessee (which consent shall not be unreasonably withheld or delayed) and in accordance with the LP Agreement terms of Section 11.8(b) of the Trust Agreement; provided, to the extent the selling Holder is also a Lender (ior an Affiliate of a Lender), each such assignee, receiver of a conveyance or other transferee must also obtain the same ratable interest in and to the Tranche A Loans, Tranche A Commitments, Tranche B Loans and Tranche B Commitments. The Owner Trustee may, subject to the rights of the Lessee under the Lease and the other Operative Agreements and to the Lien of the applicable Security Documents but only with the prior written consent of the Agent (which consent shall be provided if approved by the Majority Secured Parties) prior to vesting, (ii) for a period of two (2) years beginning on the Grant Effective Date other than in connection with a Change of Control, and (iiiprovided, no Default or Event of Default has occurred and is continuing) unless such Transfer is with the consent of the Lessee, directly or indirectly, assign, convey, appoint an agent with respect to enforcement of, or otherwise transfer any of its right, title or interest in compliance with all applicable securities’ laws (including, without limitationor to any Property, the Securities Act of 1933Lease, as amended the Trust Agreement and the other Operative Agreements (the “Securities Act”)including without limitation any right to indemnification thereunder), or any other document relating to a Property or any interest in a Property as provided in the Trust Agreement and the Lease. The provisions of the immediately preceding sentence shall not apply to the obligations of the Owner Trustee to transfer Property to the Lessee or a third party purchaser pursuant to Article XXII of the Lease upon payment for such Transfer is Property in accordance with the applicable terms and conditions of the LP Agreement; provided thatLease. Neither the Lessee nor the Construction Agent may assign any of the Operative Agreements or any of their respective rights or obligations thereunder or with respect to any Property in whole or in part to any Person without the prior written consent of the Agent and the Lessor. Prior to or contemporaneous with the effectiveness of any assignment of interest by any Lender or Holder pursuant to the Operative Agreements, upon the approval ofassignee shall make the representations and warranties referenced in Section 6.3, and subject thereafter the assignee shall make such representations and warranties as required pursuant to the terms and conditions specified by, the Committee, Non-Vested LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred Section 6.3 from time to (w) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (z) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 6. In connection with any Transfer of Award LTIP Units granted hereunder, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder not in accordance with the terns and conditions of this Section 6 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distributiontime.

Restrictions on Transfer. None of No Stockholder may Transfer any interest in the Award LTIP Units granted hereunder shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, encumbered, whether voluntarily or by operation of law (each such action a “Transfer”), or redeemed in accordance with the LP Agreement Stock except to (i) prior to vestingthe Company, (ii) for a period an Affiliate of two (2) years beginning on the Grant Effective Date other than in connection with a Change of Controlsuch Stockholder, and (iii) unless such Transfer is in compliance with all applicable securities’ laws (including, without limitation, any Person pursuant to Rule 144 promulgated under the Securities Act Act, provided that no such Transfers under this clause (iii) are made to any Person that has (together with its Affiliates and any Persons that are, together with such Person and/or any of 1933its Affiliates, as amended (the “part of any 13D Group, after giving effect to such Transfer) Beneficial Ownership of Equity Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions representing more than 5% of the LP Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children or grandchildren total Equity Securities of the Grantee (“Immediate Family Members”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Family Members are the only partnersCompany, or (ziv) one or more entities in which any Person pursuant to an exemption to the Grantee has a 10% or greater equity interestregistration requirements of the Securities Act, provided that the transferee agrees approval requirements of Section 3.05 hereof are satisfied; provided further that the restrictions contained in writing with the Company and the Partnership this Agreement shall continue to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 6. In connection with any Transfer of Award LTIP Units granted hereunder, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory applicable to the Partnership, that such Transfer is in compliance with all federal and state securities laws Stock following any transfer pursuant to (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account ii) or (as defined in the LP Agreementiv) in the Partnership will be reducedabove, and the transferee’s Capital Account transferees of any Stock pursuant to (ii) and (iv) above shall have executed and delivered to the Company an Instrument of Accession substantially in the Partnership will form attached hereto as Exhibit B. Notwithstanding the foregoing, from and after the date hereof and to and including November 14, 2004, neither the Stockholders nor any other Person(s) the ownership of securities by which would be credited, with such portion attributable to the Stockholders for purposes of applying Section 382 of the Grantee’s Capital Account as is properly allowable to Code (a “382 Affiliate”), shall Transfer, directly or indirectly, any Equity Security or Equity Rights of the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder not in accordance with the terns and conditions of this Section 6 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units as a result of any Company if such Transfer, shall otherwise refuse together with all other acquisitions and/or dispositions of Equity Securities or Equity Rights of the Company prior to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units. This Agreement is personal and/or subsequent to the Granteedate hereof involving any one or more of (i) Textile Investment, (ii) Würzburg, (iii) any 382 Affiliate, and (iv) any other party (to the extent that the relevant acquisition or disposition involving such other party is non-assignable and actually known to the Stockholders or Latitude Licensing Corp. or is not transferable reported pursuant to the Exchange Act), would result in any manner, by operation an “ownership change” within the meaning of law or otherwise, other than by will or Section 382 of the laws of descent and distributionCode.

Restrictions on Transfer. None Unless NBC and its Affiliates Beneficially Own in the aggregate less than 5% of the Award LTIP Units granted hereunder shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, encumbered, whether voluntarily or by operation Total Current Voting Power of law (each such action a “Transfer”)the Company, or redeemed until the Restricted Parties Beneficially Own in accordance with the LP aggregate at least 90% of the Total Current Voting Power, NBC agrees that from the date of this Agreement until the earlier of (x) the fifth anniversary of the date of this Agreement, or (y) the occurrence of a Standstill Termination Event specified in clause (iv) or (v) of the definition thereof, without first obtaining the prior approval of the Class A Directors of the Company, specifically expressed in a resolution adopted by a majority of the Class A Directors of the Company, NBC will not, and NBC will cause each Person that is or becomes a Restricted Party and each 13D Group of which any Restricted Party is a member not to, directly or indirectly, sell, transfer, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise dispose of (or make any exchange, gift, assignment or pledge of) (collectively, a "transfer") any of its Shares, except as and to the extent permitted under the Securities Act and other applicable securities laws to: (i) prior to vestingthe Company, (ii) for another Person that is or becomes a period Restricted Party so long as such transferee shall execute an agreement in form and substance reasonably satisfactory to the Company providing that such transferee shall be bound by and shall fully comply with the terms of two this Agreement in the same manner and to the same extent as applicable to NBC, and agrees to transfer such Shares to another Restricted Party if it ceases to be a Restricted Party, (iii) pursuant to a Third Party Tender Offer, (iv) pursuant to a merger, consolidation or reorganization to which the Company is a party, (v) in a BONA FIDE public distribution or bona fide underwritten public offering, (vi) pursuant to Rule 144 of the Securities Act to any one or more Persons that, to the best knowledge of the Restricted Parties after due and careful inquiry, are not Company Competitors or (vii) to an Eligible Purchaser in a private sale or pursuant to Rule 144A of the Securities Act; PROVIDED, HOWEVER, that, in the case of any transfer pursuant to clause (vii), such transfer does not result in, to the best knowledge of the Restricted Parties after due and careful inquiry, any Person other than an Eligible Purchaser acquiring, after giving effect to such transfer, Beneficial Ownership, individually or in the aggregate with any of its Affiliates or any 13D Group of which the Eligible Purchaser or any of its Affiliates is a member, 19.9% or more of the Total Current Voting Power of the Company. For as long as the transfer restrictions in the immediately preceding sentence remain in effect, of the 29,833,788 shares of Common Stock Beneficially Owned by the Restricted Parties on the date hereof (the "Restricted Shares"), the Restricted Parties will not transfer pursuant to clauses (v), (vi) and (vii) more than an aggregate of (1) 2,500,000 Restricted Shares on or prior to the one year anniversary of the date hereof, (2) years beginning 5,000,000 Restricted Shares on or prior to the Grant Effective Date other than two year anniversary of the date hereof, or (3) 7,200,000 Restricted Shares on or prior to the three year anniversary of the date hereof (it being understood that the restrictions contained in connection with a Change this sentence will not apply to any shares of Control, and (iii) unless such Transfer Common Stock first acquired by the Restricted Parties after the date hereof). Any transfer or attempted transfer which is not in compliance with all applicable securities’ laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (z) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 6. In connection with any Transfer of Award LTIP Units granted hereunder, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder not in accordance with the terns and conditions of this Section 6 shall be null and void, void AB INITIO and neither the Partnership Company nor any transfer agent of such securities shall not reflect on give any effect thereto in its records any change in record ownership of any Award LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distributionstock records.

Restrictions on Transfer. None of the Award Sign-On LTIP Units granted hereunder shall be sold, assigned, transferred, pledged, hypothecated, given away pledged or in any other manner otherwise disposed of, encumbered, of or encumbered (whether voluntarily or involuntarily or by operation of law judgment, levy, attachment, garnishment or other legal or equitable proceeding) (each such action a “Transfer”), or redeemed in accordance with the LP Partnership Agreement (ia) prior to vesting, (ii) for a period of two (2) years beginning on the Grant Effective Date other than in connection with a Change of Control, and (iiib) unless such Transfer is in compliance with all applicable securities’ securities laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Partnership Agreement; provided thatprovided, upon however, that clause (a) above shall not apply with respect to (i) the approval of, and subject to the terms and conditions specified by, the Committee, Nonconversion into Units of Sign-Vested On LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children become vested in accordance with Sections 4 or grandchildren of the Grantee 5 hereof (“Immediate Family MembersConverted LTIP Units”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (zii) one any Transfer either of Sign-On LTIP Units that have become vested in accordance with Sections 4 or more entities 5 hereof or of Converted LTIP Units, so long as such Transfer is (A) permitted under the Partnership Agreement and (B) in which connection with donative, estate or tax planning by the Grantee has a 10% or greater equity interestGrantee; and provided, provided further, that the transferee Transferee agrees in writing with the Company and the Partnership not to be bound by all the terms and conditions make any further Transfer of this Agreement and that subsequent transfers by such transferees of Nonvested Sign-Vested On LTIP Units shall be prohibited except those in accordance with or Converted LTIP Units other than as permitted by this Section 68. In connection with any Transfer of Award Sign-On LTIP Units granted hereunderor Converted LTIP Units, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award Sign-On LTIP Units granted hereunder not in accordance with the terns terms and conditions of this Section 6 8 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award Sign-On LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award Sign-On LTIP Units. This Agreement is personal The restrictions on Transfer in this Section 8 shall not be interpreted to prohibit the Grantee from designating one or more beneficiaries to receive the Grantee, is non-assignable and is not transferable ’s LTIP Units or Converted LTIP Units that are payable in any manner, the event of the Grantee’s death. Any such beneficiary designation shall be on a form provided or approved by operation of law or otherwise, other than by will or the laws of descent and distributionCompany.

Restrictions on Transfer. None Except as otherwise permitted by the Committee, none of the Award LTIP OPP Units granted hereunder nor any of the Partnership Units of the Partnership into which such Award OPP Units may be converted (the “Award Partnership Units”) shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, encumbered, whether voluntarily or by operation of law (each such action a “Transfer”), or redeemed and the Redemption Right (as defined in accordance the Partnership Agreement) may not be exercised with respect to the LP Agreement (i) prior to vestingAward Partnership Units, (ii) for a period of two (2) years beginning on the Grant Effective Date other than in connection with a Change of Control, and (iii) unless such Transfer is in compliance with all applicable securities’ laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Agreement; provided that, upon at any time after the approval of, date that (a) the Award OPP Units vest and subject to the terms and conditions specified by, the Committee, Non-Vested LTIP Units that have been held for a period of (b) is at least two (2) years beginning on after the Grant Effective Date specified above Date, (i) Award OPP Units or Award Partnership Units may be Transferred to the Grantee’s Family Members by gift or pursuant to domestic relations order in settlement of marital property rights; (wii) Award OPP Units or Award Partnership Units may be Transferred to an entity in which fifty percent (50%) of the voting interests are owned by Family Members (or the Grantee) in exchange for an interest in such entity; and (iii) the spouseRedemption Right may be exercised with respect to Award Partnership Units, children and Award Partnership Units may be Transferred to the Partnership or grandchildren the Company in connection with the exercise of the Grantee (“Immediate Family Members”)Redemption Right, (x) a trust or trusts for in accordance with and to the exclusive benefit extent otherwise permitted by the terms of the Grantee and such Immediate Family MembersPartnership Agreement. Additionally, (y) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (z) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee agrees must agree in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 67 and all Transfers of Award OPP Units or Award Partnership Units must be in compliance with all applicable securities laws (including, without limitation, the Securities Act) and the applicable terms and conditions of the Partnership Agreement. In connection with any Transfer of Award LTIP OPP Units granted hereunderor Award Partnership Units, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP OPP Units granted hereunder or Award Partnership Units not in accordance with the terns terms and conditions of this Section 6 7 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP OPP Units or Award Partnership Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP OPP Units or Award Partnership Units. This Except as provided expressly in this Section 7, this Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

Restrictions on Transfer. None of the Award LTIP Units granted hereunder nor any of the units of the Partnership into which such Award LTIP Units may be converted (the “Award Common Units”) shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, or encumbered, whether voluntarily or by operation of law or by conversion into units of the Partnership (each such action a “Transfer”), or redeemed in accordance with ) until the LP Agreement later of the date (ia) prior to vesting, the Earned LTIP Units vest and (iib) for a period of is two (2) years beginning on after the applicable Grant Effective Date other than Date. From and after such date, any Transfer of Earned LTIP Units or Award Common Units shall be in connection accordance with a Change the provisions of Controlthe LP Agreement. Additionally, and (iii) unless such Transfer is all Transfers of Earned LTIP Units or Award Common Units must be in compliance with all applicable securities’ securities laws (including, without limitation, the Securities Act of 1933, as amended (amended, the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (z) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 6. In connection with any Transfer of Award Earned LTIP Units granted hereunderor Award Common Units, the Partnership may require the Grantee Participant to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder or Award Common Units not in accordance with the terns terms and conditions of this Section 6 8 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any LTIP Units or Award LTIP Common Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any LTIP Units or Award LTIP Common Units. This Except as otherwise provided herein, this Agreement is personal to the GranteeParticipant, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

Restrictions on Transfer. None of the Award 2024 LTIP Units granted hereunder (SB) shall be sold, assigned, transferred, pledged, hypothecated, given away pledged or in any other manner otherwise disposed of, encumbered, of or encumbered (whether voluntarily or involuntarily or by operation of law judgment, levy, attachment, garnishment or other legal or equitable proceeding) (each such action a “Transfer”), or redeemed in accordance with the LP Partnership Agreement (ia) prior to vesting, (ii) for a period of two (2) years beginning on the Grant Effective Date other than in connection with a Change of Control, and (iiib) unless such Transfer is in compliance with all applicable securities’ securities laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Partnership Agreement; provided thatprovided, upon however, that clause (a) above shall not apply with respect to (i) the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested conversion into Units of 2024 LTIP Units (SB) that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children become vested in accordance with Sections 4 or grandchildren of the Grantee 5 hereof (“Immediate Family MembersConverted LTIP Units”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (zii) one any Transfer either of 2024 LTIP Units (SB) that have become vested in accordance with Sections 4 or more entities 5 hereof or of Converted LTIP Units, so long as such Transfer is (A) permitted under the Partnership Agreement and (B) in which connection with donative, estate or tax planning by the Grantee has a 10% or greater equity interestGrantee; and provided, provided further, that the transferee Transferee agrees in writing with the Company and the Partnership not to be bound by all the terms and conditions make any further Transfer of this Agreement and that subsequent transfers by such transferees of Non-Vested vested 2024 LTIP Units shall be prohibited except those in accordance with (SB) or Converted LTIP Units other than as permitted by this Section 68. In connection with any Transfer of Award 2024 LTIP Units granted hereunder(SB) or Converted LTIP Units, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award 2024 LTIP Units granted hereunder (SB) not in accordance with the terns terms and conditions of this Section 6 8 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award 2024 LTIP Units (SB) as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award 2024 LTIP UnitsUnits (SB). This Agreement is personal The restrictions on Transfer in this Section 8 shall not be interpreted to prohibit the Grantee from designating one or more beneficiaries to receive the Grantee, is non-assignable and is not transferable ’s LTIP Units or Converted LTIP Units that are payable in any manner, the event of the Grantee’s death. Any such beneficiary designation shall be on a form provided or approved by operation of law or otherwise, other than by will or the laws of descent and distributionCompany.

Restrictions on Transfer. None (a) From and after the date hereof no Institutional Stockholder shall, nor shall its direct and indirect equity holders, Transfer all or any portion of its Shares, directly or indirectly, without the prior written consent of the Award LTIP Units granted hereunder shall be sold, assigned, transferred, pledged, hypothecated, given away or HF Stockholders (in any other manner disposed of, encumbered, whether voluntarily or the case of a Transfer by operation of law (each such action a “Transfer”the GA Stockholders), or redeemed and the GA Stockholders (in accordance with the LP Agreement case of a Transfer by the HF Stockholders) except for Transfers (i) prior by any HF Stockholder to vestingan HF Permitted Transferee (it being understood that Class B Shares shall only be Transferred with the corresponding Units), provided such HF Permitted Transferee executes and delivers to the parties hereto a joinder in the form attached hereto as Exhibit C agreeing to be bound by the terms and provisions of this Agreement, (ii) for by any GA Stockholder to a period GA Permitted Transferee, provided such GA Permitted Transferee executes and delivers to the parties hereto a joinder in the form attached as Exhibit C agreeing to be bound by the terms and provisions of two (2) years beginning on the Grant Effective Date other than in connection with a Change of Controlthis Agreement, and (iii) unless such Transfer is of Class A Shares by an Institutional Stockholder in compliance with all applicable securities’ laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (x) a trust Tag-Along Sale Transaction or trusts for pursuant to the exclusive benefit exercise of Tag-Along Rights, in accordance with Section 6.3 (including in a Transfer made in accordance with Rule 144 under the Grantee and such Immediate Family Members, Securities Act) or (y) in a partnership Transfer not subject to Section 6.3 because such Institutional Stockholder and its Affiliates collectively beneficially own less than 5% of the outstanding Shares immediately prior to such Transfer, (iv) of Class A Shares by an Institutional Stockholder in which the Grantee and such Immediate Family Members are the only partners, a Public Offering pursuant to Article V or (zv) one of Class B Shares in an Exchange or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee agrees in writing with to the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 6. In connection with any Transfer of Award LTIP Units granted hereunder, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement8.1(c) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder not in accordance Amended EBS Master LLC Agreement (it being understood that Class B Shares shall only be Transferred with the terns and conditions of this Section 6 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP corresponding Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution).

Restrictions on Transfer. None (a) Except as provided in Section 3.7 and except for the Transfers by a Member to Permitted Transferee, no Member shall Transfer all or any portion of its Interest without the prior written consent of the Award LTIP Units granted hereunder shall be soldManaging Member in its sole discretion; provided, assignedthat, transferred, pledged, hypothecated, given away or to the extent that the Managing Member determines in any other manner disposed of, encumbered, whether voluntarily or good faith that a proposed transfer would not have the effect contemplated by operation of law (each such action a “Transfer”Section 8.1(b)(iii), or redeemed in accordance with then the LP Agreement (i) prior Managing Member will not unreasonably withhold its consent to vestinga transfer by any Member that holds at least 10% of the Units not held by the Managing Member and who intends, (ii) for a period of two (2) years beginning on the Grant Effective Date other than in connection with such proposed transfer, to transfer all or substantially all of the Units then held by such Member to any Person or group of Persons acting together that would constitute a Change “group” for purposes of Control, and (iiiSection 13(d) unless such Transfer is in compliance with all applicable securities’ laws (including, without limitation, of the Securities and Exchange Act of 19331934 or any successor provisions thereto. If, as amended (notwithstanding the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (z) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 6. In connection with any Transfer of Award LTIP Units granted hereunder, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder not in accordance with the terns and conditions provisions of this Section 6 shall be null and void8.1(a), and the Partnership shall not reflect on its records all or any change portion of a Member’s Interests are Transferred in record ownership violation of any Award LTIP Units as a result of any such Transferthis Section 8.1(a), shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any mannerinvoluntarily, by operation of law or otherwise, then without limiting any other than rights and remedies available to the other parties under this Agreement or otherwise, the Transferee of such Interest (or portion thereof) shall not be admitted to the Company as a Member or be entitled to any rights as a Member hereunder, and the Transferor will continue to be bound by will all obligations hereunder, unless and until the Managing Member consents in writing to such admission, which consent shall be granted or withheld in the laws Managing Member’s sole discretion. Any attempted or purported Transfer of descent all or a portion of a Member’s Interests in violation of this Section 8.1(a) shall be null and distributionvoid and of no force or effect whatsoever. For the avoidance of doubt, the restrictions on Transfer contained in this Article VIII shall not apply to the Transfer of any capital stock of the Managing Member; provided that no shares of Class B Stock may be Transferred unless a corresponding number of Units are Transferred therewith in accordance with this Agreement.

Restrictions on Transfer. None of the Award LTIP Units granted hereunder shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, encumbered, whether voluntarily or by operation of law (each such action a “Transfer”), or redeemed in accordance with the LP Agreement (i) prior to vesting, (ii) for a period of two (2) years beginning on the Grant Effective Date other than in connection with a Change of Control, and or (iii) unless such Transfer is in compliance with all applicable securities’ securities laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (z) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 6. In connection with any Transfer of Award LTIP Units granted hereunder, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder not in accordance with the terns terms and conditions of this Section 6 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

Restrictions on Transfer. None (a) Except as otherwise permitted by the Administrator, none of the Award LTIP Units granted hereunder nor any of the common units of the Partnership into which such Award LTIP Units may be converted (the “Award Common Units”) shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, or encumbered, whether voluntarily or by operation of law (each such action a “Transfer”)) and the Conversion Right (as defined in the Partnership Agreement) may not be exercised with respect to the Award Common Units, or redeemed in accordance with provided that, at any time after the LP Agreement date that (i) prior to vesting, the Award LTIP Units vest and (ii) for a period of is two (2) years beginning on after the Grant Effective Date other than in connection with a Change of ControlDate, and (iiiA) unless such Transfer is in compliance with all applicable securities’ laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested Award LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above or Award Common Units may be Transferred to (w) a charity or to the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Employee’s Family Members are the only partners, (as defined below) by gift or (z) one or more entities in which the Grantee has a 10% or greater equity interestdomestic relations order, provided that the transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units Transfers shall be prohibited except those in accordance with this Section 69 and (B) the Conversion Right may be exercised with respect to Award Common Units, and Award Common Units may be Transferred to the Partnership or the Company in connection with the exercise of the Conversion Right, in accordance with and to the extent otherwise permitted by the terms of the Partnership Agreement. Additionally, all Transfers of Award LTIP Units or Award Common Units must be in compliance with all applicable securities laws (including, without limitation, the Securities Act) and the applicable terms and conditions of the Partnership Agreement. In connection with any Transfer of Award LTIP Units granted hereunderor Award Common Units, the Partnership may require the Grantee Employee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder or Award Common Units not in accordance with the terns terms and conditions of this Section 6 9 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units or Award Common Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units or Award Common Units. This Except as otherwise provided herein, this Agreement is personal to the GranteeEmployee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

Restrictions on Transfer. None Except as otherwise permitted by the Committee, none of the Award LTIP Units granted hereunder nor any of the Partnership Units of the Partnership into which such Award LTIP Units may be converted (the “Award Partnership Units”) shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, encumbered, whether voluntarily or by operation of law (each such action a “Transfer”), or redeemed and the Redemption Right (as defined in accordance the Partnership Agreement) may not be exercised with respect to the LP Agreement (i) prior to vestingAward Partnership Units, (ii) for a period of two (2) years beginning on the Grant Effective Date other than in connection with a Change of Control, and (iii) unless such Transfer is in compliance with all applicable securities’ laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Agreement; provided that, upon at any time after the approval of, and subject to date that (a) is [three][one] year[s] after the terms and conditions specified by, the Committee, Non-Vested Award LTIP Units that have been held for a period of become vested and (b) is at least two (2) years beginning on after the Grant Effective Date specified above Date, (i) Award LTIP Units or Award Partnership Units may be Transferred to the Grantee’s Family Members by gift or pursuant to domestic relations order in settlement of marital property rights; (wii) Award LTIP Units or Award Partnership Units may be Transferred to an entity in which fifty percent (50%) of the voting interests are owned by Family Members (or the Grantee) in exchange for an interest in such entity; and (iii) the spouseRedemption Right may be exercised with respect to Award Partnership Units, children and Award Partnership Units may be Transferred to the Partnership or grandchildren the Company in connection with the exercise of the Grantee (“Immediate Family Members”)Redemption Right, (x) a trust or trusts for in accordance with and to the exclusive benefit extent otherwise permitted by the terms of the Grantee and such Immediate Family MembersPartnership Agreement. Additionally, (y) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (z) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee agrees must agree in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 67 and all Transfers of Award LTIP Units or Award Partnership Units must be in compliance with all applicable securities laws (including, without limitation, the Securities Act) and the applicable terms and conditions of the Partnership Agreement. In connection with any Transfer of Award LTIP Units granted hereunderor Award Partnership Units, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder or Award Partnership Units not in accordance with the terns terms and conditions of this Section 6 7 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units or Award Partnership Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units or Award Partnership Units. This Except as provided expressly in this Section 7, this Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

Restrictions on Transfer. None of the Award LTIP Units granted hereunder shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, encumbered, whether voluntarily or by operation of law (each such action a “Transfer”), or redeemed in accordance with the LP Agreement (i) prior to vesting, (ii) for a period of two (2) years beginning on the Grant Effective Date date that Award LTIP Unit was vested other than in connection with a Change of Control, and or (iii) unless such Transfer is in compliance with all applicable securities’ securities laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (z) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 6. In connection with any Transfer of Award LTIP Units granted hereunder, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder not in accordance with the terns terms and conditions of this Section 6 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

Restrictions on Transfer. None of the Award [2016] LTIP Units granted hereunder (PB) shall be sold, assigned, transferred, pledged, hypothecated, given away pledged or in any other manner otherwise disposed of, encumbered, of or encumbered (whether voluntarily or involuntarily or by operation of law judgment, levy, attachment, garnishment or other legal or equitable proceeding) (each such action a “Transfer”), or redeemed in accordance with the LP Partnership Agreement (ia) prior until after they have become vested pursuant to vesting, (ii) for a period of two (2) years beginning on the Grant Effective Date Sections 4 or 5 hereof other than in connection with a Change of Control, and (iiib) unless such Transfer is in compliance with all applicable securities’ securities laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Partnership Agreement; provided thatprovided, upon however, that clause (a) above shall not apply with respect to (i) the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested conversion into Units of [2016] LTIP Units (PB) that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children become vested in accordance with Sections 4 or grandchildren of the Grantee 5 hereof (“Immediate Family MembersConverted LTIP Units”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (zii) one any Transfer either of [2016] LTIP Units (PB) that have become vested in accordance with Sections 4 or more entities 5 hereof or of Converted LTIP Units, so long as such Transfer is (A) permitted under the Partnership Agreement and (B) in which connection with donative, estate or tax planning by the Grantee has a 10% or greater equity interestGrantee; and provided, provided further, that the transferee Transferee agrees in writing with the Company and the Partnership not to be bound by all the terms and conditions make any further Transfer of this Agreement and that subsequent transfers by such transferees of Non-Vested vested [2016] LTIP Units shall be prohibited except those in accordance with (PB) or Converted LTIP Units other than as permitted by this Section 68. In connection with any Transfer of Award [2016] LTIP Units granted hereunder(PB), the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award [2016] LTIP Units granted hereunder (PB) not in accordance with the terns terms and conditions of this Section 6 8 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award [2016] LTIP Units (PB) as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award [2016] LTIP UnitsUnits (PB). This Agreement is personal The restrictions on Transfer in this Section 8 shall not be interpreted to prohibit the Grantee from designating one or more beneficiaries to receive the Grantee, is non-assignable and is not transferable ’s LTIP Units or Converted LTIP Units that are payable in any manner, the event of the Grantee’s death. Any such beneficiary designation shall be on a form provided or approved by operation of law or otherwise, other than by will or the laws of descent and distributionCompany.

Restrictions on Transfer. None of the Award [2016] LTIP Units granted hereunder (SB) shall be sold, assigned, transferred, pledged, hypothecated, given away pledged or in any other manner otherwise disposed of, encumbered, of or encumbered (whether voluntarily or involuntarily or by operation of law judgment, levy, attachment, garnishment or other legal or equitable proceeding) (each such action a “Transfer”), or redeemed in accordance with the LP Partnership Agreement (ia) prior to vesting, (ii) for a period of two (2) years beginning on the Grant Effective Date other than in connection with a Change of Control, and (iiib) unless such Transfer is in compliance with all applicable securities’ securities laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Partnership Agreement; provided thatand provided, upon the approval offurther, and subject to the terms and conditions specified by, the Committee, Non-Vested LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (z) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee Transferee agrees in writing with the Company and the Partnership not to be bound by all the terms and conditions make any further Transfer of this Agreement and that subsequent transfers by such transferees of Non-Vested vested Award [2016] LTIP Units shall be prohibited except those in accordance with (SB) or Award [2016] LTIP Units (SB) that have been converted into Units (“Converted LTIP Units”) other than as permitted by this Section 68. In connection with any Transfer of Award [2016] LTIP Units granted hereunder(SB) or Converted LTIP Units, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award [2016] LTIP Units granted hereunder (SB) not in accordance with the terns terms and conditions of this Section 6 8 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award [2016] LTIP Units (SB) as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award [2016] LTIP UnitsUnits (SB). This Agreement is personal The restrictions on Transfer in this Section 8 shall not be interpreted to prohibit the Grantee from designating one or more beneficiaries to receive the Grantee, is non-assignable and is not transferable ’s LTIP Units or Converted LTIP Units that are payable in any manner, the event of the Grantee’s death. Any such beneficiary designation shall be on a form provided or approved by operation of law or otherwise, other than by will or the laws of descent and distributionCompany.

Restrictions on Transfer. None It shall be an immediate Event of Default and default hereunder if, without the prior written consent of the Award LTIP Units granted hereunder Mortgagee, the Mortgagor shall be soldcreate, assignedeffect, transferredcontract for, pledgedcommit to or consent to or shall suffer or permit any conveyance, hypothecatedsale, given away assignment, transfer, lien, pledge, mortgage, security interest or in other encumbrance or alienation of the Premises or any other manner disposed of, encumbered, whether voluntarily or by operation of law (each such action a “Transfer”)part thereof, or redeemed interest therein, excepting only sales or other disposition of Collateral as defined in accordance with the LP Agreement (i) prior to vesting, (ii) for a period of two (2) years beginning on the Grant Effective Date other than Section 18 no longer useful in connection with a Change the operation of Control, and the Premises (iii) unless such Transfer is in compliance with all applicable securities’ laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)herein called "Obsolete Collateral"), and provided that prior to the sale or other disposition thereof, such Transfer is in accordance with the applicable terms and conditions of the LP Agreement; provided thatObsolete Collateral has been replaced by Collateral, upon the approval of, and subject to the terms first and conditions specified byprior lien hereof, the Committee, Non-Vested LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above equal value and utility. Mortgagee may be Transferred to (w) the spouse, children or grandchildren condition its consent of the Grantee foregoing upon an increase in rate of interest payable upon the Indebtedness Hereby Secured, change in monthly EXHIBIT 10.19 payments thereon, change in maturity thereof and/or the payment of a fee, all as Mortgagee may in its sole discretion require. (“Immediate Family Members”)Each event described in the foregoing Section 17 being sometimes hereinafter referred to as "Unpermitted Transfer") in each case whether any such conveyance, (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Memberssale, (y) a partnership in which the Grantee and such Immediate Family Members are the only partnersassignment, or (z) one or more entities in which the Grantee has a 10% or greater equity transfer, lien, pledge, mortgage, security interest, provided that the transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 6. In connection with any Transfer of Award LTIP Units granted hereunderencumbrance or alienation is effected directly, the Partnership may require the Grantee to provide an opinion of counselindirectly, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder not in accordance with the terns and conditions of this Section 6 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any mannervoluntarily or involuntarily, by operation of law or otherwise; provided that the foregoing provisions of this Section 17 shall not apply (i) to liens securing the Indebtedness Hereby Secured, other than (ii) to the lien of current taxes and assessments not yet due and payable or (iii) to any transfers of the Premises, or part thereof, or interest therein, by will or on behalf of an owner thereof who is deceased or declared judicially incompetent, to such owner's heirs, legatees, devisees, executors, administrators, estate, personal representatives and/or committee. The provisions of this Section 17 shall be operative with respect to, and shall be binding upon, any persons who, in accordance with the laws terms hereof or otherwise, shall acquire any part of descent and distributionor interest in or encumbrance upon the Premises.

Restrictions on Transfer. None of the Award LTIP Units granted hereunder shall be sold, assigned, transferred, pledged, hypothecated, given away hypothecated or in any other manner otherwise disposed of, encumbered, of or encumbered (whether voluntarily or involuntarily or by operation of law judgment, levy, attachment, garnishment or other legal or equitable proceeding) (each such action a “Transfer”), or redeemed in accordance with the LP Partnership Agreement (ia) prior to vesting, (iib) for a period of two (2) years beginning on the Grant Effective Date other than in connection with a Change of Control, and (iiic) unless such Transfer is in compliance with all applicable securities’ securities laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Partnership Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested unvested Award LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (wi) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (xii) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (yiii) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (ziv) one or more entities in which the Grantee has a ten percent (10% %) or greater equity interest, provided that the transferee Transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested unvested Award LTIP Units shall be prohibited except those in accordance with this Section 69. In connection with any Transfer of Award LTIP Units granted hereunderUnits, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder not in accordance with the terns terms and conditions of this Section 6 9 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.. ACTIVE/103123317.3

Restrictions on Transfer. None Except as otherwise permitted by the Committee, none of the Award AO LTIP Units granted hereunder nor any of the Class A Units into which such Award AO LTIP Units may be converted (the “Award Class A Units”) shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, encumbered, whether voluntarily or by operation of law (each such action a “Transfer”), or redeemed and the Redemption Right (as defined in accordance the Partnership Agreement) may not be exercised with respect to the LP Agreement (i) prior to vestingAward Class A Units, provided that, (iia) for a period of at any time after the date that is at least two (2) years beginning on after the Grant Effective Date other than Date, (i) Award AO LTIP Units may be Transferred to the Employee’s Family Members by gift or pursuant to domestic relations order in connection with a Change settlement of Control, marital property rights; (ii) Award AO LTIP Units may be Transferred to an entity in which fifty percent (50%) of the voting interests are owned by Family Members (or the Employee) in exchange for an interest in such entity; and (iii) unless the Redemption Right may be exercised with respect to Award Class A Units issued upon conversion of Award AO LTIP Units in accordance with this Agreement and such Transfer is Award Class A Units may be Transferred to the Partnership or the Company in connection with the exercise of the Redemption Right, in each case in accordance with and to the extent otherwise permitted by the terms of the Partnership Agreement and (b) at any time after the Grant Date, Award AO LTIP Units may be Transferred to a Grantor Trust. Any such transferee must agree in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and the Partnership Agreement and that subsequent transfers shall be prohibited except those in accordance with this Section 3 and all Transfers of Award AO LTIP Units must be in compliance with all applicable securities’ securities laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), ) and such Transfer is in accordance with the applicable terms and conditions of the LP Partnership Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (z) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 6. In connection with any Transfer of Award AO LTIP Units granted hereunderUnits, the Partnership may require the Grantee Employee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award AO LTIP Units granted hereunder not in accordance with the terns terms and conditions of this Section 6 3 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award AO LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award AO LTIP Units. This Except as provided expressly in this Section 3, this Agreement is personal to the GranteeEmployee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

Restrictions on Transfer. None (a) Except as otherwise agreed to by the Company and the Partnership, none of the Award LTIP Units granted hereunder nor any of the Common Units into which such Award LTIP Units may be converted (the “Award Common Units”) shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, of or encumbered, whether voluntarily or by operation of law (each such action a “Transfer”)) and the Rights (as defined in the Partnership Agreement) may not be exercised with respect to the Award Common Units, or redeemed in accordance with provided that, at any time after the LP Agreement date that (ia) prior to vesting, the Award LTIP Units vest and (iib) for a period of is two (2) years beginning on after the Grant Effective Date other than in connection with a Change of ControlDate, and (iiii) unless such Transfer is in compliance with all applicable securities’ laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested Award LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above or Award Common Units may be Transferred to (w) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Family Members are the only partners, by gift or (z) one or more entities in which the Grantee has a 10% or greater equity interestdomestic relations order, provided that the transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Award Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 67 and (ii) the Rights may be exercised with respect to Award Common Units, and Award Common Units may be Transferred pursuant to the exercise of the Rights, in accordance with and to the extent otherwise permitted by the terms of the Partnership Agreement; provided that, except as set forth in Section 7(b) below, shares of Stock received upon exchange of Award Common Units may not be Transferred before the date that is ten (10) years after the Grant Date. Additionally, all Transfers of the Award LTIP Units or Award Common Units must be in compliance with all applicable securities laws (including, without limitation, the Securities Act) and the applicable terms and conditions of the Partnership Agreement. In connection with any Transfer of the Award LTIP Units granted hereunderor Award Common Units, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of the Award LTIP Units granted hereunder or Award Common Units not in accordance with the terns terms and conditions of this Section 6 7 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any of the Award LTIP Units or Award Common Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any of the Award LTIP Units or Award Common Units. This Award Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

Restrictions on Transfer. None (a) Each Stockholder agrees that until the third anniversary of the Award LTIP Units granted hereunder Closing, it shall be soldnot, assignedand shall cause its Affiliates not to, transferreddirectly or indirectly as part of a “group” (as such term is applied under Section 13(d) of the Exchange Act), pledged, hypothecated, given away alone or in concert with any other manner disposed ofPerson, encumberedTransfer any Company Securities, whether voluntarily to a Person or by operation “group” (as such term is applied under Section 13(d) of law (each the Exchange Act) if such action a “Person or group would Beneficially Own in excess of 20% of the Voting Power of the Company following such Transfer”), or redeemed in accordance with the LP Agreement ; provided that (i) prior the foregoing restrictions set forth in this Section 2.01(a) shall not apply with respect to vestingTransfers to Affiliate Transferees (provided that, in the case of this clause (i), any such Affiliate Transferee must, upon the consummation of such Transfer, execute and deliver to the Company a joinder providing that such Affiliate Transferee shall be bound by and shall fully comply with the terms of this Agreement), (ii) for a period of two the foregoing restrictions set forth in this Section 2.01(a) shall not apply with respect to any transaction that is settled on an established securities exchange (2) years beginning on the Grant Effective Date other than a transaction that was entered into with the intention of circumventing the restrictions in connection with a Change of Controlthis Section 2.01(a)), and (iii) unless such Transfer is the foregoing restrictions set forth in compliance this Section 2.01(a) shall not apply with all applicable securities’ laws respect to any Transfers consummated pursuant to the express requirements of the terms of the Stockholder Credit Facility (including, without limitation, any Transfers consummated pursuant thereto to the Securities Act extent the Stockholders apply the proceeds of 1933such Transfers to make a mandatory prepayment after the occurrence of an LTV Event (as defined in the Stockholder Credit Facility) and any foreclosure action taken by the agent under the Stockholder Credit Facility) (provided that, as amended in the case of this clause (the “Securities Act”)iii), and the Stockholders shall provide the Company with as much advance notice of such Transfer is as practicable under the circumstances and will, at the request of the Company, use commercially reasonable efforts (which shall in accordance no event require the Stockholders to incur any cost or expense or accept less favorable terms in connection with such Transfer) to cooperate with the applicable Company in order to minimize the impact of any such Transfer on the trading market for the Company Securities) and (iv) the Stockholders shall be permitted to Transfer all (but not less than all) of their Company Securities to a third party (other than any Affiliate of any Stockholder) pursuant to a transaction in which such third party purchases all of the outstanding Company Securities (provided that, in the case of this clause (iv), the price, form of consideration and other terms and conditions of the LP Agreement; provided that, upon the approval of, and subject Transfer offered to the Stockholders and on which the Stockholders participate are the same as the price, form of consideration and other terms and conditions specified byoffered and available to all other holders of Common Stock). For the avoidance of doubt, the Committee, Non-Vested LTIP Units Company hereby acknowledges that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children or grandchildren all of the Grantee (“Immediate Family Members”), (x) a trust or trusts for Common Stock Beneficially Owned by the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (z) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 6. In connection with any Transfer of Award LTIP Units granted hereunder, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership Stockholders will be reduced, and at the transferee’s Capital Account in Closing pledged under the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder not Stockholder Credit Facility in accordance with the terns and conditions of this Section 6 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distributionterms thereof.

Restrictions on Transfer. None of the Award LTIP Units granted hereunder shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, encumbered, whether voluntarily or by operation of law (each such action a “"Transfer”"), or redeemed in accordance with the LP Agreement (i) prior to vesting, (ii) for a period of two (2) years beginning on the Grant Effective Date other than in connection with a Change of Control, and or (iii) unless such Transfer is in compliance with all applicable securities’ securities laws (including, without limitation, the Securities Act of 1933, as amended (the “"Securities Act”")), and such Transfer is in accordance with the applicable terms and conditions of the LP Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children or grandchildren of the Grantee (“"Immediate Family Members”"), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (z) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 6. In connection with any Transfer of Award LTIP Units granted hereunder, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder not in accordance with the terns terms and conditions of this Section 6 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

Restrictions on Transfer. None of the Award LTIP Units granted hereunder shall be sold, assigned, transferred, pledged, hypothecated, given away hypothecated or in any other manner otherwise disposed of, encumbered, of or encumbered (whether voluntarily or involuntarily or by operation of law judgment, levy, attachment, garnishment or other legal or equitable proceeding) (each such action a “Transfer”), or redeemed in accordance with the LP Partnership Agreement (ia) prior to vesting, (iib) for a period of two (2) years beginning on the Grant Effective Date other than in connection with a Change of Control, and (iiic) unless such Transfer is in compliance with all applicable securities’ securities laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Partnership Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested unvested Award LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (wi) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (xii) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (yiii) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (ziv) one or more entities in which the Grantee has a ten percent (10% %) or greater equity interest, provided that the transferee Transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested unvested Award LTIP Units shall be prohibited except those in accordance with this Section 69. In connection with any Transfer of Award LTIP Units granted hereunderUnits, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder not in accordance with the terns terms and conditions of this Section 6 9 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.. Exhibit 10.13

Restrictions on Transfer. None of the Award [ ] LTIP Units granted hereunder (SB) shall be sold, assigned, transferred, pledged, hypothecated, given away pledged or in any other manner otherwise disposed of, encumbered, of or encumbered (whether voluntarily or involuntarily or by operation of law judgment, levy, attachment, garnishment or other legal or equitable proceeding) (each such action a “Transfer”), or redeemed in accordance with the LP Partnership Agreement (ia) prior to vesting, (ii) for a period of two (2) years beginning on the Grant Effective Date other than in connection with a Change of Control, and (iiib) unless such Transfer is in compliance with all applicable securities’ securities laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Partnership Agreement; provided thatprovided, upon however, that clause (a) above shall not apply with respect to (i) the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested conversion into Units of [ ] LTIP Units (SB) that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children become vested in accordance with Sections 4 or grandchildren of the Grantee 5 hereof (“Immediate Family MembersConverted LTIP Units”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (zii) one any Transfer either of [ ] LTIP Units (SB) that have become vested in accordance with Sections 4 or more entities 5 hereof or of Converted LTIP Units, so long as such Transfer is (A) permitted under the Partnership Agreement and (B) in which connection with donative, estate or tax planning by the Grantee has a 10% or greater equity interestGrantee; and provided, provided further, that the transferee Transferee agrees in writing with the Company and the Partnership not to be bound by all the terms and conditions make any further Transfer of this Agreement and that subsequent transfers by such transferees of Non-Vested vested [ ] LTIP Units shall be prohibited except those in accordance with (SB) or Converted LTIP Units other than as permitted by this Section 68. In connection with any Transfer of Award [ ] LTIP Units granted hereunder(SB) or Converted LTIP Units, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award [ ] LTIP Units granted hereunder (SB) not in accordance with the terns terms and conditions of this Section 6 8 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award [ ] LTIP Units (SB) as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award [ ] LTIP UnitsUnits (SB). This Agreement is personal The restrictions on Transfer in this Section 8 shall not be interpreted to prohibit the Grantee from designating one or more beneficiaries to receive the Grantee, is non-assignable and is not transferable ’s LTIP Units or Converted LTIP Units that are payable in any manner, the event of the Grantee’s death. Any such beneficiary designation shall be on a form provided or approved by operation of law or otherwise, other than by will or the laws of descent and distributionCompany.

Restrictions on Transfer. None Except as otherwise permitted by the Committee, none of the Award LTIP Units granted hereunder nor any of the Class A Units of the Partnership into which such Award LTIP Units may be converted (the “Award Units”) shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, of or encumbered, whether voluntarily or by operation of law (each such action a “Transfer”)) and the Redemption Right (as defined in the Partnership Agreement) may not be exercised with respect to the Award Units, or redeemed in accordance with provided that, at any time after the LP Agreement date that (ia) prior to vesting, the Award LTIP Units vest and (iib) for a period of is two (2) years beginning on after the Grant Effective Date other than in connection with a Change of ControlDate, and (iiii) unless such Transfer is in compliance with all applicable securities’ laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested Award LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above or Award Units may be Transferred to (w) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Grantee’s Family Members are the only partners, by gift or (z) one or more entities in which the Grantee has a 10% or greater equity interestdomestic relations order, provided that the transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 66 and (ii) the Redemption Right may be exercised with respect to Award Units, and Award Units may be Transferred to the Partnership or the Company in connection with the exercise of the Redemption Right, in accordance with and to the extent otherwise permitted by the terms of the Partnership Agreement. Additionally, all Transfers of Award LTIP Units or Award Units must be in compliance with all applicable securities laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)) and the applicable terms and conditions of the Partnership Agreement. In connection with any Transfer of Award LTIP Units granted hereunderor Award Units, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder or Award Units not in accordance with the terns terms and conditions of this Section 6 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units or Award Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units or Award Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

Restrictions on Transfer. None of the Award LTIP Units granted hereunder shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, encumbered, whether voluntarily or by operation of law (each such action a “Transfer”), or redeemed in accordance with the LP Agreement (i) prior to vesting, (ii) for a period of two (2) years beginning on the Grant Effective Date other than in connection with a Change of Control, and or (iii) unless such Transfer is in compliance with all applicable securities’ securities laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (z) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 6. In connection with any Transfer of Award LTIP Units granted hereunder, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder not in accordance with the terns terms and conditions of this Section 6 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

Restrictions on Transfer. None of the Award [2014] LTIP Units granted hereunder (SB) shall be sold, assigned, transferred, pledged, hypothecated, given away pledged or in any other manner otherwise disposed of, encumbered, of or encumbered (whether voluntarily or involuntarily or by operation of law judgment, levy, attachment, garnishment or other legal or equitable proceeding) (each such action a “Transfer”), or redeemed in accordance with the LP Partnership Agreement (ia) prior to vesting, (ii) for a period of two (2) years beginning on the Grant Effective Date other than in connection with a Change of Control, and (iiib) unless such Transfer is in compliance with all applicable securities’ securities laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Partnership Agreement; provided thatand provided, upon the approval offurther, and subject to the terms and conditions specified by, the Committee, Non-Vested LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (z) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee Transferee agrees in writing with the Company and the Partnership not to be bound by all the terms and conditions make any further Transfer of this Agreement and that subsequent transfers by such transferees of Non-Vested vested Award [2014] LTIP Units shall be prohibited except those in accordance with (SB) or Award [2014] LTIP Units (SB) that have been converted into Units (“Converted LTIP Units”) other than as permitted by this Section 68. In connection with any Transfer of Award [2014] LTIP Units granted hereunder(SB) or Converted LTIP Units, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award [2014] LTIP Units granted hereunder (SB) not in accordance with the terns terms and conditions of this Section 6 8 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award [2014] LTIP Units (SB) as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award [2014] LTIP UnitsUnits (SB). This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

Restrictions on Transfer. None of the Award LTIP Units granted hereunder shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, encumbered, whether voluntarily or by operation of law (each such action a “Transfer”), or redeemed converted into Membership Units in accordance with the LP LLC Agreement (ia) prior to vestingGrantee’s termination of service as a director, unless otherwise provided by the Compensation Committee of the Board of Directors, or (ii) for a period of two (2) years beginning on the Grant Effective Date other than in connection with a Change of Control, and (iiib) unless such Transfer is in compliance with all applicable securities’ securities laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP LLC Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the CommitteeAdministrator, Non-Vested Award LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children or grandchildren members of the Grantee (“Grantee’s Immediate Family Members”)at anytime, (x) a trust or trusts including before termination of Grantee’s service, which for purposes of this Agreement shall include family limited partnerships and similar entities which are primarily for the exclusive benefit of the Grantee and such his or her Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (z) one or more entities in which the Grantee has a 10% or greater equity interestFamily, provided that the transferee agrees in writing with the Company and the Partnership LLC to be bound by all of the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 6Agreement. In connection with any Transfer of Award LTIP Units granted hereunderUnits, the Partnership LLC may require the Grantee to provide an opinion of counsel, satisfactory to the PartnershipLLC, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder not in accordance with the terns terms and conditions of this Section 6 shall be null and void, and the Partnership LLC shall not reflect on its records any change in record ownership of any Award LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or will, the laws of descent and distributiondistribution or the transfer provisions specified above in this Section 6.

Restrictions on Transfer. None Except as otherwise agreed to by the Company and the Partnership, none of the Award LTIP Units granted hereunder nor any of the Partnership Units into which such Award LTIP Units may be converted (the “Award Partnership Units”) shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, of or encumbered, whether voluntarily or by operation of law (each such action a “Transfer”)) and the redemption rights (as set forth in Article IX of the Partnership Agreement) may not be exercised with respect to the Award Partnership Units, or redeemed in accordance with provided that, at any time after the LP Agreement date that (ia) prior to vesting, the Award LTIP Units vest and (iib) for a period of is two (2) years beginning on after the Grant Effective Date other than in connection with a Change of ControlDate, and (iiii) unless such Transfer is in compliance with all applicable securities’ laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested Award LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above or Award Partnership Units may be Transferred to (w) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Family Members are the only partners, by gift or (z) one or more entities in which the Grantee has a 10% or greater equity interestdomestic relations order, provided that the transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Award Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 66 and (ii) the redemption rights set forth in Article IX of the Partnership Agreement may be exercised with respect to Award Partnership Units, and Award Partnership Units may be Transferred pursuant to the exercise of such redemption rights, in accordance with and to the extent otherwise permitted by the terms of the Partnership Agreement. Additionally, all Transfers of the Award LTIP Units or Award Partnership Units must be in compliance with all applicable securities laws (including, without limitation, the Securities Act of 1933, as amended) and the applicable terms and conditions of the Partnership Agreement. In connection with any Transfer of the Award LTIP Units granted hereunderor Award Partnership Units, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities ActAct of 1933, as amended). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of the Award LTIP Units granted hereunder or Award Partnership Units not in accordance with the terns terms and conditions of this Section 6 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any of the Award LTIP Units or Award Partnership Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any of the Award LTIP Units or Award Partnership Units. This Award Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

Restrictions on Transfer. None Each Lender may participate, assign or transfer all or a portion of its interest hereunder and under the other Operative Agreements in accordance with Sections 9.7 and 9.8 of the Award LTIP Units granted hereunder shall be soldCredit Agreement; provided, assignedeach participant, transferredassignee or transferee must obtain the same ratable interest in Tranche A Loans, pledgedTranche A Commitments, hypothecatedTranche B Loans and Tranche B Commitments, given away and (and to the extent the selling Lender is also a Holder (or in any other manner disposed ofan Affiliate of a Holder), encumbered, whether voluntarily or by operation of law (each such action participant, assignor or transferee must also obtain the same ratable interest in and to the Holder Advances, Holder Commitments and the Trust Estate); provided further, that each Lender that participates, assigns or transfers all or a “Transfer”)portion of its interest hereunder and under the other Operative Agreements shall deliver to the Agent a copy of each Assignment and Acceptance (as referenced in Section 9.8 of the Credit Agreement) for purposes of maintaining the Register. The Holders may, directly or redeemed indirectly, assign, convey or otherwise transfer any of their right, title or interest in or to the Trust Estate or the Trust Agreement with the prior written consent of the Agent and the Lessee (which consent shall not be unreasonably withheld or delayed) and in accordance with the LP Agreement terms of Section 11.8(b) of the Trust Agreement; provided, to the extent the selling Holder is also a Lender (ior an Affiliate of a Lender), each such assignee, receiver of a conveyance or other transferee must also obtain the same ratable interest in and to the Tranche A Loans, Tranche A Commitments, Tranche B Loans and Tranche B Commitments. The Owner Trustee may, subject to the rights of the Lessee under the Lease and the other Operative Agreements and to the Lien of the applicable Security Documents but only with the prior written consent of the Agent (which consent may be withheld by the Agent in its sole discretion) prior to vesting, (ii) for a period of two (2) years beginning on the Grant Effective Date other than in connection with a Change of Control, and (iiiprovided, no Default or Event of Default has occurred and is continuing) unless such Transfer is with the consent of the Lessee, directly or indirectly, assign, convey, appoint an agent with respect to enforcement of, or otherwise transfer any of its right, title or interest in compliance with all applicable securities’ laws (including, without limitationor to any Property, the Securities Act of 1933Lease, as amended the Trust Agreement and the other Operative Agreements (the “Securities Act”)including without limitation any right to indemnification thereunder), or any other document relating to a Property or any interest in a Property as provided in the Trust Agreement and the Lease. The provisions of the immediately preceding sentence shall not apply to the obligations of the Owner Trustee to transfer Property to the Lessee or a third party purchaser pursuant to Article XXII of the Lease upon payment for such Transfer is Property in accordance with the applicable terms and conditions of the LP Agreement; provided that, upon Lease. Neither the approval of, and subject Lessee nor the Construction Agent may assign any of the Operative Agreements or any of their respective rights or obligations thereunder or with respect to any Property in whole or in part to any Person without the terms and conditions specified byprior written consent of the Agent, the CommitteeLenders, Non-Vested LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (z) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee agrees in writing with the Company Holders and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 6. In connection with any Transfer of Award LTIP Units granted hereunder, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder not in accordance with the terns and conditions of this Section 6 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distributionLessor.

Restrictions on Transfer. None of the Award LTIP Units granted hereunder shall be sold, assigned, transferred, pledged, hypothecated, given away hypothecated or in any other manner otherwise disposed of, encumbered, of or encumbered (whether voluntarily or involuntarily or by operation of law judgment, levy, attachment, garnishment or other legal or equitable proceeding) (each such action a “Transfer”), or redeemed in accordance with the LP Partnership Agreement (ia) prior to vesting, (iib) for a period of two (2) years beginning on the Grant Effective Date other than in connection with a Change of Control, and (iiic) unless such Transfer is in compliance with all applicable securities’ securities laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Partnership Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested unvested Award LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (wi) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (xii) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (yiii) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (ziv) one or more entities in which the Grantee has a ten percent (10% %) or greater equity interest, provided that Exhibit 10.14 the transferee Transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested unvested Award LTIP Units shall be prohibited except those in accordance with this Section 69. In connection with any Transfer of Award LTIP Units granted hereunderUnits, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder not in accordance with the terns terms and conditions of this Section 6 9 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

Restrictions on Transfer. None (a) Subject to the provisos to this sentence, each of the Award LTIP Units granted hereunder Holders and Lenders agrees that no such entity shall sell, transfer or assign (in whole or in part) its right, title and interest in and to the Operative Agreements (or any of them) without the prior written consent of the Lessee and the Administrative Agent (which consent may not be unreasonably withheld or delayed); provided, no such consent from Lessee shall be soldrequired subsequent to the occurrence and during the continuance of a Lease Default or Lease Event of Default; provided, assignedfurther, transferred, pledged, hypothecated, given away or in any other manner disposed of, encumbered, whether voluntarily or by operation that without the prior written consent of law (each such action a “Transfer”), or redeemed in accordance with the LP Agreement Lessee and the Administrative Agent (i) prior any Holder may sell, transfer or assign its interest to vestingan Affiliate of such Holder, to another Holder or to an Eligible Assignee, and (ii) for a period any Lender may sell, transfer or assign its interest to an Affiliate of two such Lender, to another Lender or to an Eligible Assignee. In addition, (2x) years beginning on no Holder may sell, transfer or assign any such interest unless (1) such sale, transfer or assignment is ratable as to all of such Holder's interests in the Grant Effective Date other than in connection with a Change of Control, and (iii) unless such Transfer is in compliance with all applicable securities’ laws Operative Agreements (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)with respect to its Certificate), and such Transfer is in accordance with the applicable terms and conditions of the LP Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children or grandchildren amount of the Grantee Holder Commitment assigned by such Holder is at least $5,000,000 and increments thereof, unless such Holder is selling, transferring or assigning one hundred percent (“Immediate Family Members”)100%) of its Holder Commitment, (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership no Lender may sell, transfer or assign any such interest unless (1) such sale, transfer or assignment is ratable as to all such Lender's interests in which the Grantee and such Immediate Family Members are the only partners, or (z) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 6. In connection with any Transfer of Award LTIP Units granted hereunder, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws Operative Agreements (including, without limitation, with respect to all Notes), (2) the Securities Actamount of the Lender Commitment assigned by such Lender is at least $5,000,000 and increments thereof, unless such Lender is selling, transferring or assigning one hundred percent (100%) of its Lender Commitment and (3) such Lender and the Person to whom such sale, transfer or assignment is made shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement in substantially the form of Attachment C attached hereto (the "Assignment Agreement"). Upon In addition, there shall be no such sale, transfer or assignment of any such transfer, the Grantee’s Capital Account (as defined Certificate or Note in the LP Agreement) in the Partnership will be reducedviolation of applicable securities Laws, and Lessee shall have no obligation to pay any cost or expense for the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder not in accordance with the terns and conditions of this Section 6 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership registration under applicable securities Laws of any Award LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law Certificate or otherwise, other than by will or the laws of descent and distributionNote.

Restrictions on Transfer. None of the Award LTIP Units granted hereunder shall be sold, assigned, transferred, pledged, hypothecated, given away pledged or in any other manner otherwise disposed of, encumbered, of or encumbered (whether voluntarily or involuntarily or by operation of law judgment, levy, attachment, garnishment or other legal or equitable proceeding) (each such action a “Transfer”), or redeemed in accordance with the LP Partnership Agreement (ia) prior to vesting, (iib) for a period of two (2) years beginning on the Grant Effective Date other than in connection with a Change of Control, and (iiic) unless such Transfer is in compliance with all applicable securities’ securities laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Partnership Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested unvested Award LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (wi) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (xii) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (yiii) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (ziv) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee Transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested unvested Award LTIP Units shall be prohibited except those in accordance with this Section 68. In connection with any Transfer of Award LTIP Units granted hereunderUnits, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder not in accordance with the terns terms and conditions of this Section 6 8 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

Restrictions on Transfer. None of the Award LTIP Units granted hereunder shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, encumbered, whether voluntarily or by operation of law (each such action a “Transfer”), or redeemed in accordance with the LP Agreement (i) prior to vestinguntil the later of the date they become convertible into Partnership Common Units or, (ii) for a period of two (2) years beginning on the Grant Effective Date other than except in connection with a Change of Control, and the Transferable Date, or (iiiii) unless such Transfer is in compliance with (a) all applicable securities’ securities laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with (b) the applicable terms and conditions of the LP Agreement; provided that, (1) upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested LTIP Units that are then convertible into Partnership Common Units and that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (z) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 68 and (2) Award LTIP Units may be converted into Partnership Common Units to the extent otherwise permitted hereunder provided that the General Partner approves such conversion and any Partnership Common Units received on conversion may not be transferred or submitted for redemption other than as permitted until transferable under the provisions of clause (i). In connection with any Transfer of Award LTIP Units granted hereunder, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder not in accordance with the terns terms and conditions of this Section 6 8 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

Restrictions on Transfer. None Prior to the Standstill Termination Date, the Xxxxxxx Entities shall not, directly or indirectly, sell, transfer, pledge, encumber or otherwise dispose of (collectively, "Transfer") any Voting Securities or the Award LTIP Units granted hereunder shall be sold, assigned, transferred, pledged, hypothecated, given away Warrants or in any other manner disposed of, encumbered, whether voluntarily incidents of Beneficial Ownership of any Voting Securities or by operation of law (each such action a “Transfer”), or redeemed in accordance with the LP Agreement Warrants except for (i) prior Transfers after the second anniversary of the date hereof of shares of Common Stock pursuant to vesting(x) the exercise of the registration rights set forth in the Registration Rights Agreement or (y) a transaction that complies with the volume, time period and manner of sale provisions contained in Rules 144(e) and (f) under the Securities Act as in effect at the time of such transaction; provided, that, except with respect to underwritten offerings pursuant to the Registration Rights Agreement, the Xxxxxxx Entities shall use their best efforts (which shall include advising any broker of the provisions of this Section 5.2 but shall not require undue investigation on the part of the Xxxxxxx Entities) so that no such Transfers under this clause (i) are made knowingly to any Person (including its Affiliates and any Person or entities which are, to Purchasers' knowledge after inquiry of the Company, part of any 13D Group which includes such transferee or any of its Affiliates) that, after giving effect to such Transfer, would Beneficially Own Voting Securities representing greater than 10% of the Total Voting Power, (ii) for a period Transfers of shares of Common Stock pursuant to any bona fide tender or exchange offer to acquire shares of Common Stock; provided, that, during the first two (2) years beginning on after the Grant Effective Date other than in connection with a Change date hereof, such offer has been approved and recommended by the Company's Board of Control, and Directors or (iii) unless Transfers to an Affiliate of any Purchaser; provided, that such Transfer is in compliance with all applicable securities’ laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”))Affiliate becomes a signatory to, and such Transfer is in accordance with the applicable terms and conditions of the LP Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (z) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of by, this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 6. In connection with any Transfer of Award LTIP Units granted hereunder, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder not in accordance with the terns and conditions of this Section 6 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

Restrictions on Transfer. None of the Award LTIP Units granted hereunder shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, encumbered, whether voluntarily or by operation of law (each such action a “Transfer”), or redeemed in accordance with the LP Agreement (i) prior to vestinguntil the later of the date they become convertible into Partnership Common Units or, (ii) for a period of two (2) years beginning on the Grant Effective Date other than except in connection with a Change of Control, the Transferable Date, and (iiiii) unless such Transfer is in compliance with (a) all applicable securities’ securities laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with (b) the applicable terms and conditions of the LP Agreement; provided that, (1) upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested LTIP Units that are then convertible into Partnership Common Units and that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (z) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 68 and (2) Award LTIP Units may be converted into Partnership Common Units to the extent otherwise permitted hereunder provided that the General Partner approves such conversion and any Partnership Common Units received on conversion may not be transferred or submitted for redemption other than as permitted until transferable under the provisions of clause (i). In connection with any Transfer of Award LTIP Units granted hereunder, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, Partnership that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder not in accordance with the terns terms and conditions of this Section 6 8 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.. Employee LTIP Award Form

Restrictions on Transfer. None of the Award [2018] LTIP Units granted hereunder (SB) shall be sold, assigned, transferred, pledged, hypothecated, given away pledged or in any other manner otherwise disposed of, encumbered, of or encumbered (whether voluntarily or involuntarily or by operation of law judgment, levy, attachment, garnishment or other legal or equitable proceeding) (each such action a “Transfer”), or redeemed in accordance with the LP Partnership Agreement (ia) prior to vesting, (ii) for a period of two (2) years beginning on the Grant Effective Date other than in connection with a Change of Control, and (iiib) unless such Transfer is in compliance with all applicable securities’ securities laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Partnership Agreement; provided thatand provided, upon the approval offurther, and subject to the terms and conditions specified by, the Committee, Non-Vested LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (z) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee Transferee agrees in writing with the Company and the Partnership not to be bound by all the terms and conditions make any further Transfer of this Agreement and that subsequent transfers by such transferees of Non-Vested vested Award [2018] LTIP Units shall be prohibited except those in accordance with (SB) or Award [2018] LTIP Units (SB) that have been converted into Units (“Converted LTIP Units”) other than as permitted by this Section 68. In connection with any Transfer of Award [2018] LTIP Units granted hereunder(SB) or Converted LTIP Units, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award [2018] LTIP Units granted hereunder (SB) not in accordance with the terns terms and conditions of this Section 6 8 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award [2018] LTIP Units (SB) as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award [2018] LTIP UnitsUnits (SB). This Agreement is personal The restrictions on Transfer in this Section 8 shall not be interpreted to prohibit the Grantee from designating one or more beneficiaries to receive the Grantee, is non-assignable and is not transferable ’s LTIP Units or Converted LTIP Units that are payable in any manner, the event of the Grantee’s death. Any such beneficiary designation shall be on a form provided or approved by operation of law or otherwise, other than by will or the laws of descent and distributionCompany.

Restrictions on Transfer. None of the Award [ ] LTIP Units granted hereunder shall be sold, assigned, transferred, pledged, hypothecated, given away pledged or in any other manner otherwise disposed of, encumbered, of or encumbered (whether voluntarily or involuntarily or by operation of law judgment, levy, attachment, garnishment or other legal or equitable proceeding) (each such action a “Transfer”), or redeemed in accordance with the LP Partnership Agreement (ia) prior to vesting, (iib) for a period of until after January 31, [two (2) years beginning on the Grant Effective Date after vesting date] other than in connection with a Change of Control, and (iiic) unless such Transfer is in compliance with all applicable securities’ securities laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Partnership Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested vested [ ] LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (wi) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (xii) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (yiii) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (ziv) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee Transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested unvested [ ] LTIP Units shall be prohibited except those in accordance with this Section 68. In connection with any Transfer of Award [ ] LTIP Units granted hereunderUnits, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award [ ] LTIP Units granted hereunder not in accordance with the terns terms and conditions of this Section 6 8 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award [ ] LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award [ ] LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

Restrictions on Transfer. None of the Award [2014] LTIP Units granted hereunder (PB) shall be sold, assigned, transferred, pledged, hypothecated, given away pledged or in any other manner otherwise disposed of, encumbered, of or encumbered (whether voluntarily or involuntarily or by operation of law judgment, levy, attachment, garnishment or other legal or equitable proceeding) (each such action a “Transfer”), or redeemed in accordance with the LP Partnership Agreement (ia) prior to vesting, (iib) for a period of two (2) years beginning on the Grant Effective Date until after December 31, [2016] other than in connection with a Change of Control, and (iiic) unless such Transfer is in compliance with all applicable securities’ securities laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Partnership Agreement; provided that, upon the approval of, and subject that clause (b) above shall not apply with respect to the terms and conditions specified by, the Committee, Non-Vested conversion into Units of [2014] LTIP Units (PB) that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children become vested in accordance with Sections 4 or grandchildren of the Grantee 5 hereof (“Immediate Family MembersConverted LTIP Units”)) or with respect to any Transfer either of [2014] LTIP Units (PB) that have become vested in accordance with Sections 4 or 5 hereof or of Converted LTIP Units, (x) a trust so long as such Transfer is permitted under the Partnership Agreement and is in connection with donative, estate or trusts for tax planning by the exclusive benefit of the Grantee Grantee; and such Immediate Family Membersprovided, (y) a partnership in which the Grantee and such Immediate Family Members are the only partnersfurther, or (z) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee Transferee agrees in writing with the Company and the Partnership not to be bound by all the terms and conditions make any further Transfer of this Agreement and that subsequent transfers by such transferees of Non-Vested vested [2014] LTIP Units shall be prohibited except those in accordance with (PB) or Converted LTIP Units other than as permitted by this Section 68. In connection with any Transfer of Award [2014] LTIP Units granted hereunder(PB), the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award [2014] LTIP Units granted hereunder (PB) not in accordance with the terns terms and conditions of this Section 6 8 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award [2014] LTIP Units (PB) as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award [2014] LTIP UnitsUnits (PB). This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

Restrictions on Transfer. None Except as otherwise agreed to by the Company and the Partnership, none of the Award LTIP Units granted hereunder nor any of the Partnership Units into which such Award LTIP Units may be converted (the “Award Partnership Units”) shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, of or encumbered, whether voluntarily or by operation of law (each such action a “Transfer”)) and the redemption rights (as set forth in Article IX of the Partnership Agreement) may not be exercised with respect to the Award Partnership Units, or redeemed in accordance with provided that, at any time after the LP Agreement date that (ia) prior to vesting, the Award LTIP Units vest and (iib) for a period of is two (2) years beginning on after the Grant Effective Date other than in connection with a Change of ControlDate, and (iiii) unless such Transfer is in compliance with all applicable securities’ laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested Award LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above or Award Partnership Units may be Transferred to (w) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Family Members are the only partners, by gift or (z) one or more entities in which the Grantee has a 10% or greater equity interestdomestic relations order, provided that the transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Award Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 65 and (ii) the redemption rights set forth in Article IX of the Partnership Agreement may be exercised with respect to Award Partnership Units, and Award Partnership Units may be Transferred pursuant to the exercise of such redemption rights, in accordance with and to the extent otherwise permitted by the terms of the Partnership Agreement. Additionally, all Transfers of the Award LTIP Units or Award Partnership Units must be in compliance with all applicable securities laws (including, without limitation, the Securities Act of 1933, as amended) and the applicable terms and conditions of the Partnership Agreement. In connection with any Transfer of the Award LTIP Units granted hereunderor Award Partnership Units, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities ActAct of 1933, as amended). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of the Award LTIP Units granted hereunder or Award Partnership Units not in accordance with the terns terms and conditions of this Section 6 5 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any of the Award LTIP Units or Award Partnership Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any of the Award LTIP Units or Award Partnership Units. This Award Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

Restrictions on Transfer. None of the Award LTIP Units granted hereunder shall be sold, assigned, transferred, pledged, hypothecated, given away pledged or in any other manner otherwise disposed of, encumbered, of or encumbered (whether voluntarily or involuntarily or by operation of law judgment, levy, attachment, garnishment or other legal or equitable proceeding) (each such action a “Transfer”), or redeemed in accordance with the LP Partnership Agreement (ia) prior to vesting, (iib) for a period of two (2) years beginning on the Grant Effective Date other than in connection with a Change of Control, and (iiic) unless such Transfer is in compliance with all applicable securities’ securities laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Partnership Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested unvested Award LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (wi) the parents, siblings, spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (xii) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (yiii) a 12 partnership in which the Grantee and such Immediate Family Members are the only partners, or (ziv) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee Transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested unvested Award LTIP Units shall be prohibited except those in accordance with this Section 68. In connection with any Transfer of Award LTIP Units granted hereunderUnits, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder not in accordance with the terns terms and conditions of this Section 6 8 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

Restrictions on Transfer. None of 34 The [Class A] Preferred Shares and the Award LTIP Units granted hereunder Registrable Securities shall not be sold, assignedpledged, or otherwise transferred, pledgedand the Company shall not recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, hypothecated, given away or in any other manner disposed of, encumbered, whether voluntarily or by operation of law (each such action a “Transfer”)pledge, or redeemed transfer, except upon the conditions specified in accordance this Agreement, which conditions are intended to ensure compliance with the LP Agreement provisions of the Securities Act and applicable Canadian Securities Laws. A transferring Holder will cause any proposed purchaser, pledgee, or transferee of the [Class A] Preferred Shares and the Registrable Securities held by such Holder to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Agreement. [Notwithstanding the foregoing, the Company shall not require any transferee of shares pursuant to an effective registration statement or, following the IPO, SEC Rule 144 or NI 45-102, in each case, to be bound by the terms of this Agreement.] Each certificate, instrument, or book entry representing (i) prior to vestingthe [Class A] Preferred Shares, (ii) for a period of two (2) years beginning on the Grant Effective Date other than in connection with a Change of ControlRegistrable Securities, and (iii) any other securities issued in respect of the securities referenced in clauses (i) and (ii), upon any stock split, stock dividend, recapitalization, merger, consolidation, or similar event, shall (unless otherwise permitted by the provisions of Section (c)) be notated with a legend substantially in the following form: UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (i) [insert the distribution date]35 AND (ii) THE DATE THE COMPANY BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY. THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. The Holders consent to the Company making a notation in its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in this Section 2.12. The holder of such Transfer Restricted Securities, by acceptance of ownership thereof, agrees to comply in all respects with the provisions of this Section 2.. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in compliance with all applicable securities’ laws (including, without limitation, effect a registration statement under the Securities Act or Canadian Securities Laws covering the proposed transaction [or following the IPO, the transfer is made pursuant to SEC Rule 144 or NI 45-102], the Holder thereof shall give notice to the Company of 1933such Holder's intention to effect such sale, as amended pledge, or transfer[, provided that no such notice shall be required in connection therewith if the intended sale, pledge or transfer complies with SEC Rule 144 or NI 45-102]. Each such notice shall describe the manner and circumstances of the proposed sale, pledge, or transfer in sufficient detail and, if reasonably requested by the Company in respect of any Holder to whom US securities laws apply, shall be accompanied at such Holder's expense by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the “Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act”)); (ii) a "no action" letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Restricted Securities may be effected without registration under the Securities Act and applicable Canadian Securities Laws, whereupon the Holder of such Transfer is Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the applicable terms and conditions of the LP Agreementnotice given by the Holder to the Company. The Company will not require such a notice, legal opinion or "no action" letter (x) in any transaction in compliance with SEC Rule 144 or NI 45-102; or (y) in any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder for no consideration; provided that, upon that [with respect to transfers under the approval of, and foregoing clause (y),] each transferee agrees in writing to be subject to the terms and conditions specified byof this Section 2.12. Each certificate, instrument, or book entry representing the Restricted Securities transferred as above provided shall be notated with, except if such transfer is made pursuant to SEC Rule 144, the Committee, Non-Vested LTIP Units that have been held for a period of at least two appropriate restrictive legend set forth in Section (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”b), (x) a trust or trusts for the exclusive benefit of the Grantee and except that such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Family Members are the only partnerscertificate instrument, or (z) one or more entities book entry shall not be notated with such restrictive legend if, in which the Grantee has a 10% or greater equity interest, provided that the transferee agrees in writing with the Company opinion of counsel for such Holder and the Partnership Company, such legend is not required in order to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 6. In connection establish compliance with any Transfer provisions of Award LTIP Units granted hereunder, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder not in accordance with the terns and conditions of this Section 6 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

Restrictions on Transfer. None Except as otherwise provided by the Committee, none of the Award LTIP Units granted hereunder shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, encumbered, whether voluntarily or by operation of law (each such action a “Transfer”), or redeemed in accordance with the LP LLC Agreement (i) prior to vesting, (ii) for a period of two (2) years beginning on the Grant Effective Date other than in connection with a Change of Control, and (iii) unless such Transfer is in compliance with all applicable securities’ securities laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP LLC Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership membership in which the Grantee and such Immediate Family Members are the only partnersmembers, or (z) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee agrees in writing with the Company and the Partnership AHH to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 6. In connection with any Transfer of Award LTIP Units granted hereunder, the Partnership AHH may require the Grantee to provide an opinion of counsel, satisfactory to the PartnershipAHH, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP LLC Agreement) in the Partnership AHH will be reduced, and the transferee’s Capital Account in the Partnership AHH will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder not in accordance with the terns terms and conditions of this Section 6 shall be null and void, and the Partnership AHH shall not reflect on its records any change in record ownership of any Award LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

Restrictions on Transfer. None Until such time (and to such extent) as the Award vests, and, in the case of vesting of the Award LTIP Units granted hereunder shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, encumbered, whether voluntarily or by operation of law (each such action a “Transfer”), or redeemed in accordance with the LP Agreement (i) prior to vesting, (ii) for a period of two (2) years beginning on the Grant Effective Date other than in connection with a Change of Controlan Early Settlement Election, and (iii) unless such Transfer is in compliance with all applicable securities’ laws (including, without limitation, until the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions tenth anniversary of the LP AgreementEffective Date, neither the Award, nor the shares of Vimeo Common Stock covered by the Award, shall be transferable by Lxxxx by means of sale, assignment, exchange, encumbrance, pledge, hedge or otherwise; provided thatprovided, upon the approval ofhowever, and subject that Lxxxx may transfer shares of Restricted Stock to the terms and conditions specified byLxxxx’x spouse or children (collectively, the Committee, Non-Vested LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, family limited partnerships or family limited liability companies the partners or members of which are any of the foregoing, and, upon the death of Lxxxx, Lxxxx’x executor, administrator and heirs (y) each, a partnership “Permitted Transfer”), in each case subject to the vesting of such shares and the forfeiture of such shares if they do not vest in accordance with the terms of this Agreement; provided further, that in each case no Permitted Transfer shall be effective unless and until the transferee of the shares of Restricted Stock executes and delivers to Vimeo an appropriate document, satisfactory to Vimeo, in which the Grantee and such Immediate Family Members are the only partners, or (z) one or more entities in which the Grantee has a 10% or greater equity interest, provided Permitted Transferee agrees that the transferee agrees in writing with the Company and the Partnership to it shall be bound in the same manner as Lxxxx by, and that its beneficial ownership of any shares of Restricted Stock covered by the Award shall be subject to, all the terms and conditions of provided in this Agreement, including the vesting and forfeiture provisions. Notwithstanding the foregoing, any rights or obligations under this Agreement and that subsequent transfers by such transferees arise in connection with a termination of Non-Vested LTIP Units service as a director of Vimeo shall be prohibited except those in accordance with this Section 6. In connection with any Transfer based on Lxxxx’x termination of Award LTIP Units granted hereunder, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder not in accordance with the terns and conditions of this Section 6 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units service as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distributionVimeo director.

Restrictions on Transfer. None of During the Award LTIP Units granted hereunder shall be soldEscrow Period, assignedno sale, transferred, pledged, hypothecated, given away transfer or in any other manner disposed of, encumbered, whether voluntarily or by operation of law disposition (each such action a “Transfer”), ) may be made of any or redeemed in accordance with all of the LP Agreement Escrow Securities by a Private Investor except (i) prior by gift to vestinga member of the Private Investor’s immediate family (which shall be deemed to include, without limitation, children, grandchildren and their respective descendants) for estate planning purposes or to a trust, the beneficiary of which is the Private Investor or a member of the Private Investor’s immediate family (which shall be deemed to include, without limitation, children, grandchildren and their respective descendants), (ii) for if the Private Investor is not a period natural person, by gift to a member of two the immediate family (2) years beginning on the Grant Effective Date other than in connection with a Change of Control, and (iii) unless such Transfer is in compliance with all applicable securities’ laws (includingwhich shall be deemed to include, without limitation, children, grandchildren and their respective descendants) of such Private Investor’s controlling person for estate planning purposes or to a trust, the Securities Act beneficiary of 1933, as amended (the “Securities Act”)), and which is such Transfer is in accordance with the applicable terms and conditions Private Investor’s controlling person or a member of the LP Agreement; provided thatimmediate family (which shall be deemed to include, without limitation, children, grandchildren and their respective descendants) of such Private Investor’s controlling person, (iii) by virtue of the laws of descent and distribution upon death of the approval ofPrivate Investor, and subject (iv) pursuant to a qualified domestic relations order, (v) to employees of Lazard or the Company, (vi) to an entity’s members upon its liquidation, (vii) by private sales with respect to up to 33% of the Founder Units made at or prior to the terms and conditions specified by, consummation of a Business Combination at prices no greater than the Committee, Non-Vested LTIP Units that have been held for a period of price at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Family Members are securities were originally purchased from the only partnersCompany, or (zviii) one Lazard may transfer up to 2,000,000 Units to LFCM Holdings or more entities in which its subsidiaries prior to the Grantee has announcement of a 10% or greater equity interestBusiness Combination; provided, provided however, that such permitted Transfers may be implemented only upon the transferee agrees in writing with the Company and the Partnership respective transferee’s written agreement to be bound by all the terms and conditions of this Agreement and that subsequent transfers of the Insider Letter signed by such transferees of Non-Vested LTIP Units Private Investor or Lazard Group, as applicable, transferring such Escrow Securities and such other documents as the Company or Citigroup Global Markets Inc. may reasonably require. During the Escrow Period, no Private Investor shall be prohibited except those pledge or grant a security interest in such Private Investor’s Escrow Securities or grant a security interest in such Private Investor’s rights under this Agreement. Even if transferred in accordance with this Section 6. In connection with any Transfer of Award LTIP Units granted hereunder4.3, the Partnership Escrow Securities will remain subject to this Agreement and may require the Grantee to provide an opinion of counsel, satisfactory only be released from escrow in accordance with Section 3 hereof. Any request to the Partnership, Escrow Agent to transfer Escrow Securities in accordance with this Section 4.3 shall be accompanied by a certificate of the transferor stating that such Transfer request is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder not in accordance with the terns and conditions of this Section 6 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution4.3.

Restrictions on Transfer. None of the Award [2014] LTIP Units granted hereunder (PB-AT) shall be sold, assigned, transferred, pledged, hypothecated, given away pledged or in any other manner otherwise disposed of, encumbered, of or encumbered (whether voluntarily or involuntarily or by operation of law judgment, levy, attachment, garnishment or other legal or equitable proceeding) (each such action a “Transfer”), or redeemed in accordance with the LP Partnership Agreement (ia) prior to vesting, (iib) for a period of two (2) years beginning on the Grant Effective Date until after December 31, [2016] other than in connection with a Change of Control, and (iiic) unless such Transfer is in compliance with all applicable securities’ securities laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Partnership Agreement; provided that, upon the approval of, and subject that clause (b) above shall not apply with respect to the terms and conditions specified by, the Committee, Non-Vested conversion into Units of [2014] LTIP Units (PB-AT) that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children become vested in accordance with Sections 4 or grandchildren of the Grantee 5 hereof (“Immediate Family MembersConverted LTIP Units”)) or with respect to any Transfer either of [2014] LTIP Units (PB-AT) that have become vested in accordance with Sections 4 or 5 hereof or of Converted LTIP Units, (x) a trust so long as such Transfer is permitted under the Partnership Agreement and is in connection with donative, estate or trusts for tax planning by the exclusive benefit of the Grantee Grantee; and such Immediate Family Membersprovided, (y) a partnership in which the Grantee and such Immediate Family Members are the only partnersfurther, or (z) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee Transferee agrees in writing with the Company and the Partnership not to be bound by all the terms and conditions make any further Transfer of this Agreement and that subsequent transfers by such transferees of Non-Vested vested [2014] LTIP Units shall be prohibited except those in accordance with (PB-AT) or Converted LTIP Units other than as permitted by this Section 68. In connection with any Transfer of Award [2014] LTIP Units granted hereunder(PB-AT), the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award [2014] LTIP Units granted hereunder (PB-AT) not in accordance with the terns terms and conditions of this Section 6 8 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award [2014] LTIP Units (PB-AT) as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award [2014] LTIP UnitsUnits (PB-AT). This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

Restrictions on Transfer. None (a) Without the prior written consent of the Award LTIP Units granted hereunder Company, except as provided in paragraph (d) below, during an initial period of eighteen months following the Closing, BNP shall be soldnot, assignedand shall cause its respective Affiliates not to, transferredTransfer any Equity Securities; provided, pledged, hypothecated, given away that the foregoing restriction shall not prohibit BNP or in any other manner disposed of, encumbered, whether voluntarily of its Affiliates from Transferring any Equity Securities (x) to the Company (or by operation of law (each such action a “Transfer”its designee) pursuant to Section 2.1(f), or redeemed (y) in accordance with the LP Agreement manner provided in clause (i) prior or (ii) of paragraph (c) below to vestingthe extent such Transfer is required pursuant to Section 2.1(f) or 2.1(h) or the second proviso to the definition of "Ownership Percentage" or (z) as provided in clause (iii) of paragraph (c) below. (b) For the period between eighteen months and two years following the Closing, the restrictions set forth in paragraph (a) above shall continue to apply to Transfers of Equity Securities by BNP or its Affiliates except that BNP and its Affiliates may also effect Transfers of Equity Securities as provided in clause (ii) of paragraph (c) below. (c) Following the second anniversary of the Closing, except as provided in paragraph (d) below, BNP shall not, and shall cause its Affiliates not to, Transfer any Equity Securities; provided that the foregoing restriction shall not be applicable to Transfers (i) of Company Common Shares in a Commission-registered underwritten offering in which no Transfer of a number of shares of Company Common Stock representing more than 2% of the outstanding Company Common Shares is made to any Person or Group, (ii) for a period pursuant to the restrictions of two Rule 144 under the Securities Act applicable to sales of securities by Affiliates of an issuer 14 17 (2) years beginning on regardless of whether BNP or its Affiliates is deemed at such time to be an Affiliate of the Grant Effective Date other than in connection with a Change of ControlCompany), and (iii) unless such Transfer is in compliance with all applicable securities’ laws (including, without limitation, the Securities Act to an Affiliate of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in BNP which the Grantee and such Immediate Family Members are the only partners, or (z) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee agrees in writing with the Company and the Partnership to be bound by all this Agreement as fully as if it or they were an initial signatory hereto, (iv) pursuant to a tender or exchange offer by a Third Party that is not rejected by the Board within the time period prescribed by the Exchange Act and the rules and regulations promulgated by the Commission thereunder, (v) of no more than 4.9% of the outstanding Company Common Shares to any one institutional investor which (A) purchases such shares in the normal course of its investment business, for investment purposes only, and with no intention of influencing control of the Company and which purchases such shares pursuant to an exemption from the registration requirements of the Securities Act, and (B) provides appropriate certification to the Company as to the foregoing matters; provided that neither BNP nor any of its Affiliates may exercise its right to Transfer shares as described in this clause (v) on more than one occasion in any 12-month period, (vi) of any number of shares to any one or more institutional investors (but not more than 20% of the then-outstanding Company Common Shares to any one bank holding company, as such term is defined Section 2(c)(1) of Regulation Y, or foreign bank or foreign banking organization, as such terms are defined in Sections 211.21(m) and conditions (n) of Regulation K under the International Banking Act of 1978, as amended) who are reasonably acceptable to the Board (such approval not to be unreasonably withheld or delayed) and who agree in writing with the Company to be bound by the then-applicable provisions of this Agreement as fully as if it or they were an initial signatory hereto (a "Qualified Transferee"), or (vii) pursuant to a bona fide pledge to secure money borrowed by BNP or any Affiliate, entered into in good faith and not for purposes of avoiding the restrictions set forth in this Agreement; provided (x) that subsequent transfers such pledge is made to a Person who is a Qualified Transferee pursuant to clause (vi) above (a "Qualified Pledgee"), (y) the number of Equity Securities pledged complies with the limitations as to amount set forth in clause (vi) above and (z) at the time such pledge is made, such Qualified Pledgee agrees in writing to be bound by such transferees the then-applicable provisions of Non-Vested LTIP Units shall be prohibited except those this Agreement as fully as if it was an initial signatory hereto; subject, in the case of Transfers pursuant to clauses (i), (v) and (vi), to the Company's right of first refusal described in Section 3.3. In the case of any Transfer to an Affiliate of BNP in accordance with clause (iii), BNP shall (a) be liable for the performance by such Affiliate of its obligations under this Section 6. In Agreement, and (b) act, and cause such Affiliate to agree that BNP shall act, as agent for such Affiliate in connection with the receipt or giving of any Transfer and all notices or approvals under this Agreement. Any Affiliate or Qualified Transferee to whom BNP Transfers Equity Securities pursuant to clauses (iii) or (vi) of Award LTIP Units granted hereunderthis Section, respectively, shall be referred to herein as a "Permitted Transferee". (d) If at any time a court of competent jurisdiction or an applicable regulatory agency or authority orders BNP or its Affiliates to dispose of any and all of the Partnership Equity Securities Beneficially Owned by them, then BNP or such Affiliate may require the Grantee to provide an opinion dispose of counselsuch Equity Securities in transactions described in clauses (i) through (vi) of paragraph (c) above, satisfactory in each case only to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, extent necessary to comply with such portion of the Grantee’s Capital Account as is properly allowable order, subject, in each case, to the transferred Award LTIP Unitsextent provided in Section 3.3, to a right of first refusal by the Company as set forth in such Section 3.3. Any attempted Transfer of Award LTIP Units granted hereunder not in accordance with the terns and conditions of this Section 6 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.SECTION 3.3

Restrictions on Transfer. None of the Award LTIP Units granted hereunder nor any of the Class A Units of the Partnership into which such Award LTIP Units may be converted (the “Award Common Units”) shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, of or encumbered, whether voluntarily or by operation of law (each such action a “Transfer”)) and the Redemption Right (as defined in the Partnership Agreement) may not be exercised with respect to the Award Common Units, or redeemed in accordance with provided that, at any time after the LP Agreement date that (ia) prior to vesting, the Award LTIP Units vest and (iib) for a period of is two (2) years beginning on after the Grant Effective Date other than in connection with a Change of ControlDate, and (iiii) unless such Transfer is in compliance with all applicable securities’ laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested Award LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above or Award Common Units may be Transferred to (w) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Grantee’s Family Members are the only partners, by gift or (z) one or more entities in which the Grantee has a 10% or greater equity interestdomestic relations order, provided that the transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 67 and (ii) the Redemption Right may be exercised with respect to Award Common Units, and Award Common Units may be Transferred to the Partnership or the Company in connection with the exercise of the Redemption Right, in accordance with and to the extent otherwise permitted by the terms of the Partnership Agreement. Additionally, all Transfers of Award LTIP Units or Award Common Units must be in compliance with all applicable securities laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)) and the applicable terms and conditions of the Partnership Agreement. In connection with any Transfer of Award LTIP Units granted hereunderor Award Common Units, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder or Award Common Units not in accordance with the terns terms and conditions of this Section 6 7 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units or Award Common Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units or Award Common Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

Restrictions on Transfer. None of the Award 2010 LTIP Units granted hereunder shall be sold, assigned, transferred, pledged, hypothecated, given away pledged or in any other manner otherwise disposed of, encumbered, of or encumbered (whether voluntarily or involuntarily or by operation of law judgment, levy, attachment, garnishment or other legal or equitable proceeding) (each such action a “Transfer”), or redeemed in accordance with the LP Partnership Agreement (ia) prior to vesting, (iib) for a period of two (2) years beginning on the Grant Effective Date until after January 31, 2013 other than in connection with a Change of Control, and (iiic) unless such Transfer is in compliance with all applicable securities’ securities laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Partnership Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested vested 2010 LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (wi) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (xii) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (yiii) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (ziv) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee Transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested unvested 2010 LTIP Units shall be prohibited except those in accordance with this Section 68. In connection with any Transfer of Award 2010 LTIP Units granted hereunderUnits, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award 2010 LTIP Units granted hereunder not in accordance with the terns terms and conditions of this Section 6 8 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award 2010 LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award 2010 LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

Restrictions on Transfer. None of The Purchaser understands and agrees that the Award LTIP Units granted hereunder shall be sold, assigned, transferred, pledged, hypothecated, given away or Securities are subject to the transfer restrictions specified herein and in any other manner disposed of, encumbered, whether voluntarily or by operation of law (each such action a “Transfer”), or redeemed in accordance with the LP Agreement (i) prior to vesting, (ii) for a period of two (2) years beginning on the Grant Effective Date other than in connection with a Change of ControlWarrants, and that the Securities have not been registered under the Securities Act or the securities laws of any state or other jurisdiction; accordingly, the Securities (iiiincluding the Warrant Shares) must be held indefinitely unless such Transfer is they are subsequently registered or unless, in the opinion of counsel reasonably acceptable to the Company, a sale or transfer may be made in compliance with all the provisions of this Subscription Agreement and the Warrants, as the case may be, and without registration under United States securities laws and the applicable securities’ securities laws (including, without limitation, of any state or other jurisdiction. The Purchaser understands that the Securities Act are being sold without any Registration Rights. The Purchaser further agrees that legends may be placed on the Securities restricting the transfer thereof, and that appropriate notations may be made in the Company’s stock books and stop transfer instructions placed with the transfer agent of 1933the Common Stock, as amended each in a manner generally consistent with the foregoing. The Purchaser is aware of the provisions of Rule 144 which, in substance, permit limited public resale of “restricted securities” acquired by non-affiliates of the issuer thereof, directly or indirectly, from the issuer (the “Securities Act”)or from an affiliate of such issuer), and such Transfer is in accordance with the applicable terms and conditions of the LP Agreement; provided that, upon the approval of, and a non-public offering subject to the terms and conditions specified bysatisfaction of certain conditions, if applicable, including, among other things, the Committee, Non-Vested LTIP Units that have been held for a period availability of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (z) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee agrees in writing with certain public information about the Company and the Partnership resale occurring not less than six (6) months after the party has purchased and paid for the securities to be bound by sold. The Purchaser further understands that at the time the Purchaser wishes to sell Securities (including any Warrant Shares issued or issuable upon exercise of the Warrants) there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not have filed all reports and other materials required under Section 13 or 15(d) of the terms Securities Exchange Act of 1934, as amended, other than Form 8-K reports, during the preceding 12 months, and conditions that, in such event, because the Company is a former “shell company” as contemplated under paragraph (i) of this Agreement Rule 144, Rule 144 will not be available to the Purchaser. The Purchaser further understands that, because the Company is a former “shell company” as contemplated under paragraph (i) of Rule 144, regardless of the amount of time that the Purchaser holds the Securities, sales of the Securities may only be made under Rule 144 upon the satisfaction of certain conditions, including that the Company has filed with the SEC, during the 12 months preceding the sale, all quarterly and that subsequent transfers by such transferees annual reports required under the Securities Exchange Act of Non-Vested LTIP Units shall 1934, as amended; and that, accordingly, any restrictive legends placed on the Securities cannot be prohibited removed except those in accordance with this Section 6. In connection with any Transfer of Award LTIP Units granted hereunderan actual sale that is subject to an effective registration statement under, or an applicable exemption from the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitationregistration requirements of, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder not in accordance with the terns and conditions of this Section 6 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units as a result “blanket” removals of any such Transferrestrictive legends will not be possible. The Purchaser further understands that in the event all of the requirements of Rule 144 are not satisfied, shall otherwise refuse to recognize any such Transfer registration under the Securities Act, compliance with Regulation A promulgated under the Securities Act, or some other registration exemption will be required; and shall not in any way give effect to any such Transfer of any Award LTIP Units. This Agreement is personal to that, notwithstanding the Grantee, is non-assignable and fact that Rule 144 is not transferable in any mannerexclusive, by operation the staff of law or otherwise, the SEC has expressed its opinion that persons proposing to sell private placement securities other than by in a registered offering and otherwise than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or the laws of descent sales, and distributionthat such persons and their respective brokers who participate in such transactions do so at their own risk.

Restrictions on Transfer. None Except as otherwise permitted by the Committee, none of the Award LTIP OPP Units granted hereunder nor any of the Partnership Units of the Partnership into which such Award OPP Units may be converted (the “Award Partnership Units”) shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, encumbered, whether voluntarily or by operation of law (each such action a “Transfer”), or redeemed and the Redemption Right (as defined in accordance the Partnership Agreement) may not be exercised with respect to the LP Agreement (i) prior to vestingAward Partnership Units, (ii) for a period of two (2) years beginning on the Grant Effective Date other than in connection with a Change of Control, and (iii) unless such Transfer is in compliance with all applicable securities’ laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Agreement; provided that, upon at any time after the approval of, date that (a) is one year after the Award OPP Units have become vested and subject to the terms and conditions specified by, the Committee, Non-Vested LTIP Units that have been held for a period of (b) is at least two (2) years beginning on after the Grant Effective Date specified above Date, (i) Award OPP Units or Award Partnership Units may be Transferred to the Grantee’s Family Members by gift or pursuant to domestic relations order in settlement of marital property rights; and (wii) Award OPP Units or Award Partnership Units may be Transferred to an entity in which fifty percent (50%) of the voting interests are owned by Family Members (or the Grantee) in exchange for an interest in such entity; notwithstanding the foregoing, at any time after the date that (a) the spouseAward OPP Units vest and (b) is at least two (2) years after the Effective Date, children the Redemption Right may be exercised with respect to Award Partnership Units, and Award Partnership Units may be Transferred to the Partnership or grandchildren the Company in connection with the exercise of the Grantee (“Immediate Family Members”)Redemption Right, (x) a trust or trusts for in accordance with and to the exclusive benefit extent otherwise permitted by the terms of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (z) one or more entities in which the Grantee has a 10% or greater equity interest, Partnership Agreement; provided that any Shares received on such redemption may not be Transferred until the date that is one year after the Award OPP Units have become vested. Additionally, the transferee agrees must agree in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 67 and all Transfers of Award OPP Units or Award Partnership Units must be in compliance with all applicable securities laws (including, without limitation, the Securities Act) and the applicable terms and conditions of the Partnership Agreement. In connection with any Transfer of Award LTIP OPP Units granted hereunderor Award Partnership Units, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP OPP Units granted hereunder or Award Partnership Units not in accordance with the terns terms and conditions of this Section 6 7 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP OPP Units or Award Partnership Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP OPP Units or Award Partnership Units. This Except as provided expressly in this Section 7, this Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

Restrictions on Transfer. None Without the prior written consent of the Award LTIP Units granted hereunder Parent, the Founders shall be sold, assigned, transferred, pledged, hypothecated, given away or in not transfer any other manner disposed of, encumbered, whether voluntarily or by operation shares of law (each such action a “Transfer”), or redeemed in accordance with the LP Agreement (i) Restricted Parent Stock prior to vesting, (ii) for a period of two (2) years beginning on the Grant Effective Date other than in connection with a Change of Control, and (iii) unless such Transfer is in compliance with all applicable securities’ laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions first anniversary of the LP Agreement; provided thatClosing Date except in a Permitted Transfer. A "Permitted Transfer" is a (a) transfer by a Founder to his or her siblings, upon the approval ofnieces, and subject to the terms and conditions specified bynephews, the Committee, Non-Vested LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (x) or to a trust of which he or trusts she is the settlor and a trustee for the exclusive benefit of the Grantee and such Immediate Family Membershis or her siblings, (y) a partnership in which the Grantee and such Immediate Family Members are the only partnersnieces, nephews, spouse, children or grandchildren, or (zb) one transfer upon the death of a Founder to his or more entities her heirs, legatees, executors or administrators or to a trust under his or her Will or applicable law or transfers between such Founder and his or her guardian or conservator, and in each case, which the Grantee has transferee is not engaged in a 10% or greater equity interest, Competitive Business and; provided that in each case of a transfer under Section 10.3(a), the transferring Founder retains voting control over shares of such Restricted Parent Stock so transferred and shall unconditionally guarantee the due and punctual performance of all covenants, agreements, liabilities and obligations of such transferee agrees arising out of this Agreement and the transactions contemplated hereby; and provided, further, that in each case of a transfer under Section 10.3 (a) or (b), each transferor shall have consented in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 6. In connection with any Transfer of Award LTIP Units granted hereunder, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder not in accordance with the terns and conditions provisions of this Section 6 10.3. During the first anniversary following the Closing Date, the Parent shall notify the Representative of any registrations on Form S-3, or any comparable or successor forms, that it intends to file and effect within such year. Each Founder shall have the right to request registration of his or her Parent Restricted Stock on any such Form S-3, such request to be null in writing and voidshall state the number of shares of Parent Restricted Stock desired to be registered; provided, and however, that while the Partnership Parent agrees to in good faith consider any such requests, it shall not reflect be obligated to effect any such registration on its records any change in record ownership behalf of any Award LTIP Units of such Founders in its sole discretion. The Parent shall use its best efforts to timely file with the Securities Exchange Commission all filings under the Securities Exchange Act of 1934, as a result of any such Transferamended, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units. This Agreement is personal applicable to the GranteeParent, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by including those that will or the laws of descent and distributionpermit sales under Rule 144.

Restrictions on Transfer. None of the Award [2017] LTIP Units granted hereunder (SB) shall be sold, assigned, transferred, pledged, hypothecated, given away pledged or in any other manner otherwise disposed of, encumbered, of or encumbered (whether voluntarily or involuntarily or by operation of law judgment, levy, attachment, garnishment or other legal or equitable proceeding) (each such action a “Transfer”), or redeemed in accordance with the LP Partnership Agreement (ia) prior to vesting, (ii) for a period of two (2) years beginning on the Grant Effective Date other than in connection with a Change of Control, and (iiib) unless such Transfer is in compliance with all applicable securities’ securities laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Partnership Agreement; provided thatand provided, upon the approval offurther, and subject to the terms and conditions specified by, the Committee, Non-Vested LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (z) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee Transferee agrees in writing with the Company and the Partnership not to be bound by all the terms and conditions make any further Transfer of this Agreement and that subsequent transfers by such transferees of Non-Vested vested Award [2017] LTIP Units shall be prohibited except those in accordance with (SB) or Award [2017] LTIP Units (SB) that have been converted into Units (“Converted LTIP Units”) other than as permitted by this Section 68. In connection with any Transfer of Award [2017] LTIP Units granted hereunder(SB) or Converted LTIP Units, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award [2017] LTIP Units granted hereunder (SB) not in accordance with the terns terms and conditions of this Section 6 8 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award [2017] LTIP Units (SB) as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award [2017] LTIP UnitsUnits (SB). This Agreement is personal The restrictions on Transfer in this Section 8 shall not be interpreted to prohibit the Grantee from designating one or more beneficiaries to receive the Grantee, is non-assignable and is not transferable ’s LTIP Units or Converted LTIP Units that are payable in any manner, the event of the Grantee’s death. Any such beneficiary designation shall be on a form provided or approved by operation of law or otherwise, other than by will or the laws of descent and distributionCompany.

Restrictions on Transfer. None of the Award [2013] LTIP Units granted hereunder shall be sold, assigned, transferred, pledged, hypothecated, given away pledged or in any other manner otherwise disposed of, encumbered, of or encumbered (whether voluntarily or involuntarily or by operation of law judgment, levy, attachment, garnishment or other legal or equitable proceeding) (each such action a “Transfer”), or redeemed in accordance with the LP Partnership Agreement (ia) prior to vesting, (iib) for a period of two (2) years beginning on the Grant Effective Date until after December 31, [2015] other than in connection with a Change of Control, and (iiic) unless such Transfer is in compliance with all applicable securities’ securities laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Partnership Agreement; provided that, upon the approval of, and subject that clause (b) above shall not apply with respect to the terms and conditions specified by, the Committee, Non-Vested conversion into Units of [2013] LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children become vested in accordance with Sections 4 or grandchildren of the Grantee 5 hereof (“Immediate Family MembersConverted LTIP Units”)) or with respect to any Transfer either of [2013] LTIP Units that have become vested in accordance with Sections 4 or 5 hereof or of Converted LTIP Units, (x) a trust so long as such Transfer is permitted under the Partnership Agreement and is in connection with donative, estate or trusts for tax planning by the exclusive benefit of the Grantee Grantee; and such Immediate Family Membersprovided, (y) a partnership in which the Grantee and such Immediate Family Members are the only partnersfurther, or (z) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee Transferee agrees in writing with the Company and the Partnership not to be bound by all the terms and conditions make any further Transfer of this Agreement and that subsequent transfers by such transferees of Non-Vested vested [2013] LTIP Units shall be prohibited except those in accordance with or Converted LTIP Units other than as permitted by this Section 68. In connection with any Transfer of Award [2013] LTIP Units granted hereunderUnits, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award [2013] LTIP Units granted hereunder not in accordance with the terns terms and conditions of this Section 6 8 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award [2013] LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award [2013] LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

Restrictions on Transfer. None of the Award LTIP Units granted hereunder shall be sold, assigned, transferred, pledged, hypothecated, given away or in (a) In addition to any other manner disposed ofrestrictions on Transfer herein contained, encumbered, whether voluntarily in no event may any Transfer or assignment of a Partnership Unit or Preferred Unit by operation of law (each such action a “Transfer”), any Partner be made nor may any new Partnership Unit or redeemed in accordance with Preferred Unit be issued by the LP Agreement Partnership (i) prior to vestingany Person which lacks the legal right, power or capacity to own a Partnership Unit or Preferred Unit; (ii) for a period in violation of two (2) years beginning on the Grant Effective Date other than in connection with a Change of Control, and applicable law; (iii) unless if such Transfer is in compliance would immediately or with all applicable securities’ laws the passage of time violate the REIT Requirements, such determination to be made assuming that the REIT Requirements are satisfied immediately prior to the proposed Transfer; (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and iv) if such Transfer is in accordance with the applicable terms and conditions of the LP Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (z) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee agrees in writing with the Company and would cause the Partnership to be bound by all become, with respect to any employee benefit plan subject to Title I of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(e) of the terms and conditions of this Agreement and that subsequent transfers by Code); (v) if such transferees of Non-Vested LTIP Units shall be prohibited except those Transfer would, in accordance with this Section 6. In connection with any Transfer of Award LTIP Units granted hereunder, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory counsel to the Partnership, cause any portion of the underlying assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.3-101; (vi) if such Transfer would result in a deemed distribution to any Partner attributable to a failure to meet the requirements of Regulations Section l.752-2(d)(l), unless such Partner consents thereto, (vii) if such Transfer would cause any lender to the Partnership to hold in excess of ten (10) percent of the Partnership Interest that would, pursuant to the regulations under Section 752 of the Code or any successor provision, cause a loan by such a lender to constitute Partner Nonrecourse Debt, (viii) if such Transfer, other than to an Affiliate, is of a Partnership Interest the value of which would have been less than $20,000 when issued, (ix) if such Transfer would, in the opinion of counsel to the Partnership, cause the Partnership to cease to be classified as a Partnership for federal income tax purposes or (x) if such Transfer is in compliance with all federal and state effectuated through an "established securities laws market" or a "secondary market (including, without limitation, or the Securities Actsubstantial equivalent thereof). Upon any such transfer, " within the Grantee’s Capital Account (as defined in the LP Agreementmeaning of Section 7704(b) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder not in accordance with the terns and conditions of this Section 6 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distributionCode.

Restrictions on Transfer. None of THE HOLDER MAY NOT SELL, TRANSFER, ASSIGN, ENCUMBER OR OTHERWISE PLEDGE OR DISPOSE OF THIS PROMISE, INCLUDING THE UNDERLYING RIGHT TO RECEIVE PAYMENT HEREUNDER, AT ANY TIME WITHOUT OBTAINING THE PRIOR WRITTEN CONSENT OF THE COMPANY; provided, however, that the Award LTIP Units granted hereunder shall be soldHolder may transfer this Promise, assignedincluding the underlying right to receive payment hereunder, transferred(a) without obtaining such prior written consent, pledged, hypothecated, given away or in any other manner disposed of, encumbered, whether voluntarily or by operation of law (each such action a “Transfer”), or redeemed in accordance with the LP Agreement (i) prior in whole, within thirty (30) days of the date of this Promise, to vestingCitigroup, Inc. or the Xxxxxxx Xxxxx Group, Inc., (ii) for after the occurrence and during the continuance of an Event of Default, in whole or in part, to Citigroup, Inc., the Xxxxxxx Sachs Group, Inc., JPMorgan Chase & Co. or the Bank of New York, Inc., or (iii) in whole or in part, to a period wholly-owned and controlled Subsidiary of two Intesa (2provided that (A) years beginning on such wholly-owned and controlled Subsidiary irrevocably and absolutely undertakes in writing (x) to assume all obligations of the Grant Effective Date other than Holder hereunder; and (y) to immediately transfer this Promise in connection with full back to Intesa in the event such Subsidiary ceases to be a Change wholly-owned and controlled Subsidiary of ControlIntesa; (B) Intesa undertakes to accept such transfer in the event that such Subsidiary ceases to be a wholly-owned and controlled Subsidiary of Intesa), and (iiiC) unless Intesa delivers written notice thereof to the Company prior to such Transfer is in transfer that certifies as to the identity of the transferee Subsidiary and compliance with all applicable securities’ laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”this proviso)), and such Transfer is in accordance with the applicable terms and conditions of the LP Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (zb) one or more entities in which by first obtaining written consent of the Grantee has a 10% or greater equity interestCompany, provided that the transferee agrees in writing with the Company and the Partnership such consent not to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those unreasonably withheld, in accordance with this Section 6. In connection with any Transfer of Award LTIP Units granted hereunderwhole, to Citigroup, Inc., the Partnership may require the Grantee to provide an opinion of counselXxxxxxx Xxxxx Group, satisfactory to the PartnershipInc., that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder not in accordance with the terns and conditions of this Section 6 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will JPMorgan Chase & Co. or the laws Bank of descent and distribution.New York, Inc.

Restrictions on Transfer. None of the Award 2014-2 LTIP Units granted hereunder shall be sold, assigned, transferred, pledged, hypothecated, given away pledged or in any other manner otherwise disposed of, encumbered, of or encumbered (whether voluntarily or involuntarily or by operation of law judgment, levy, attachment, garnishment or other legal or equitable proceeding) (each such action a “Transfer”), or redeemed in accordance with the LP Partnership Agreement (ia) prior to vestinguntil after December 31, (ii) for a period of two (2) years beginning on the Grant Effective Date 2016 other than in connection with a Change of Control, and (iiib) unless such Transfer is in compliance with all applicable securities’ securities laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Partnership Agreement; provided that, upon the approval of, and subject that clause (a) above shall not apply with respect to the terms and conditions specified by, the Committee, Nonconversion into Units of 2014-Vested 2 LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children or grandchildren of the Grantee (“Immediate Family MembersConverted LTIP Units”)) or with respect to any Transfer either of 2014-2 LTIP Units or of Converted LTIP Units, (x) a trust so long as such Transfer is permitted under the Partnership Agreement and is in connection with donative, estate or trusts for tax planning by the exclusive benefit of the Grantee Grantee; and such Immediate Family Membersprovided, (y) a partnership in which the Grantee and such Immediate Family Members are the only partnersfurther, or (z) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee Transferee agrees in writing with the Company and the Partnership not to be bound by all the terms and conditions make any further Transfer of this Agreement and that subsequent transfers by such transferees of Non2014-Vested 2 LTIP Units shall be prohibited except those in accordance with Converted LTIP Units other than as permitted by this Section 67. In connection with any Transfer of Award 2014-2 LTIP Units granted hereunderUnits, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award 2014-2 LTIP Units granted hereunder not in accordance with the terns terms and conditions of this Section 6 7 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award 2014-2 LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award 2014-2 LTIP Units. This Agreement is personal The restrictions on Transfer in this Section 7 shall not be interpreted to prohibit the Grantee from designating one or more beneficiaries to receive the Grantee, is non-assignable and is not transferable ’s LTIP Units or Converted LTIP Units that are payable in any manner, the event of the Grantee’s death. Any such beneficiary designation shall be on a form provided or approved by operation of law or otherwise, other than by will or the laws of descent and distributionCompany.

Restrictions on Transfer. None (a) Except as provided in Section 4.6 or Section 9.1(b), no Member shall Transfer all or any portion of its Interest without the Award LTIP Units granted hereunder Managing Member’s prior written consent, which consent shall be soldgranted or withheld in the Managing Member’s sole discretion; provided, assignedhowever, transferredthat such consent shall not be unreasonably withheld, pledged, hypothecated, given away conditioned or delayed in the case of a Transfer to a 5% Owner or Subsidiary thereof (or any other manner disposed ofentity through which a 5% Owner indirectly holds its interest in the Company solely for purposes of a substantially contemporaneous transfer to such 5% Owner or Subsidiary thereof). If, encumberednotwithstanding the provisions of this Section 9.1(a), whether voluntarily all or any portion of a Member’s Interests are Transferred in violation of this Section 9.1(a), involuntarily, by operation of law Law or otherwise, then without limiting any other rights and remedies available to the other parties under this Agreement or otherwise, the Transferee of such Interest (each such action or portion thereof) shall not be admitted to the Company as a “Transfer”), Member or redeemed in accordance with the LP Agreement (i) prior be entitled to vesting, (ii) for any rights as a period of two (2) years beginning on the Grant Effective Date other than in connection with a Change of ControlMember hereunder, and (iii) unless such Transfer is in compliance with all applicable securities’ laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (z) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee agrees in writing with the Company and the Partnership Transferor will continue to be bound by all obligations hereunder, unless and until the terms and conditions Managing Member consents in writing to such admission, which consent shall be granted or withheld in the Managing Member’s sole discretion. Any attempted or purported Transfer of all or a portion of a Member’s Interests in violation of this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units Section 9.1(a) shall be prohibited except those null and void and of no force or effect whatsoever. For the avoidance of doubt, the restrictions on Transfer contained in this Article IX shall not apply to the Transfer of any limited liability company interests of the Managing Member; provided that no Class B Shares may be Transferred unless a corresponding number of Units are Transferred therewith in accordance with this Section 6Agreement. In connection (b) Without the Managing Member’s consent, a Member may Transfer all or a portion of its Units (together with any Transfer the same number of Award LTIP Units granted hereunder, the Partnership may require the Grantee Class B Shares) to provide an opinion of counsel, satisfactory a Permitted Transferee; provided that to the Partnershipextent such Permitted Transferee fails to deliver (and has not previously delivered) a Redemption Notice with respect to such Units to the Company within ten (10) Business Days after such Transfer, that or such Redemption for any reason is not completed in accordance with Section 4.6, such Permitted Transferee shall Transfer such Units (and Class B Shares) back to the applicable Member, unless such Transfer is in compliance otherwise permitted pursuant to Section 9.1(a). In addition, a Member may Transfer all or a portion of its Units (together with all federal the same number of Class B Shares) to a Permitted Transferee or to an Additional Permitted Transferee; provided that such Units (and state securities laws (including, without limitationClass B Shares) are ultimately Transferred to such Additional Permitted Transferee. In the case of multiple immediately successive Transfers, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder not in accordance with the terns and conditions provisions of this Section 6 9.1(b) shall be null and void, and the Partnership shall not reflect on its records apply mutatis mutandis to any change in record ownership of any Award LTIP Units Permitted Transferee as though such Permitted Transferee were admitted as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distributionMember.

Restrictions on Transfer. None Except as otherwise permitted by the Committee, none of the Award AO LTIP Units granted hereunder nor any of the Class A Units into which such Award AO LTIP Units may be converted (the “Award Class A Units”) shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, encumbered, whether voluntarily or by operation of law (each such action a “Transfer”), or redeemed and the Redemption Right (as defined in accordance the Partnership Agreement) may not be exercised with respect to the LP Agreement (i) prior to vestingAward Class A Units, (ii) for a period of provided that, at any time after the date that is at least two (2) years beginning on after the Grant Effective Date other than Date, (i) Award AO LTIP Units may be Transferred to the Employee’s Family Members by gift or pursuant to domestic relations order in connection with a Change settlement of Control, marital property rights; (ii) Award AO LTIP Units may be Transferred to an entity in which fifty percent (50%) of the voting interests are owned by Family Members (or the Employee) in exchange for an interest in such entity; and (iii) unless the Redemption Right may be exercised with respect to Award Class A Units issued upon conversion of Award AO LTIP Units in accordance with this Agreement and such Transfer is Award Class A Units may be Transferred to the Partnership or the Company in connection with the exercise of the Redemption Right, in each case in accordance with and to the extent otherwise permitted by the terms of the Partnership Agreement. Additionally, the transferee must agree in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and the Partnership Agreement and that subsequent transfers shall be prohibited except those in accordance with this Section 3 and all Transfers of Award AO LTIP Units must be in compliance with all applicable securities’ securities laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), ) and such Transfer is in accordance with the applicable terms and conditions of the LP Partnership Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (z) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 6. In connection with any Transfer of Award AO LTIP Units granted hereunderUnits, the Partnership may require the Grantee Employee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award AO LTIP Units granted hereunder not in accordance with the terns terms and conditions of this Section 6 3 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award AO LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award AO LTIP Units. This Except as provided expressly in this Section 3, this Agreement is personal to the GranteeEmployee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

Restrictions on Transfer. None The right of the Award LTIP Units granted hereunder shall be soldStockholder to directly or indirectly, assigned, transferred, pledged, hypothecated, given away or in any single transaction or series of related transactions, sell, give, assign, pledge, grant a security interest in, hypothecate, offer or otherwise transfer (or enter into any Contract, Derivative Instrument (other manner disposed than a Derivative Instrument that is a Hedging Arrangement that does not settle into Shares prior to the expiration of the Lock-up Period or other obligation regarding the future sale, assignment, pledge or transfer of) Beneficial Ownership of (each, encumbered, whether voluntarily or by operation of law (each such action a “Transfer”)) any Shares is subject to the restrictions set forth in this Article 2, or redeemed and no Transfer of Shares by the Stockholder may be effected except in compliance with this Article 2 and in accordance with all applicable Laws. Any attempted Transfer in violation of this Agreement shall be of no effect and null and void, regardless of whether the LP Agreement purported transferee has any actual or constructive knowledge of the Transfer restrictions set forth in this Agreement, and shall not be recorded on the stock transfer books of the Company or any local custodian or transfer agent. (a) Until the expiration of the Lock-Up Period, the Stockholder shall not directly or indirectly, in any single transaction or series of related transactions, Transfer any Shares without the prior written consent of the Company, other than the following Transfers (each, a “Lock-Up Period Permitted Transfer”): (i) prior a Transfer of Shares in response to vesting, a tender or exchange offer by any Person or a Third Party Acquisition that has been approved or recommended by the Board of Directors; (ii) for a period Transfer of two Shares to the Company or a Subsidiary or controlled Affiliate of the Company; (2iii) years beginning on a Transfer of Shares to a Permitted Transferee, so long as such Permitted Transferee, to the Grant Effective Date extent it has not already done so, executes a customary joinder to this Agreement, in form and substance reasonably acceptable to the Company, in which such Permitted Transferee agrees to be bound by the terms of this Agreement as if such Permitted Transferee was an original party hereto; (iv) a Transfer required by Law; (v) a Transfer that has been approved in advance by the Board of Directors or a duly authorized committee thereof; (vi) a Transfer of Shares pursuant to Section 5.5 and meeting the requirements of Section 2.1(c)(ii); 7 (vii) distribution in kind to the Stockholder’s equityholders in connection with the bona fide winding up or dissolution of the Stockholder; and (viii) a Transfer of Shares in connection with which the Stockholder’s rights under this Agreement are assigned to the Transferee pursuant to Section 6.6(b)(i). (b) Following the Lock-Up Period, the Stockholder shall be entitled to Transfer any Shares in its sole discretion, provided that Stockholder shall not directly or indirectly, in any single transaction or series of related transactions, Transfer any Shares: (i) other than in accordance with all applicable Laws and the other terms and conditions of this Agreement; (ii) that would result in the Transfer by Stockholder (together with its Group Members) on any trading day of shares totaling more than 25% of the four-week average daily trading volume of the Company’s Common Stock reported for the security during the four calendar weeks preceding the week in which the Transfer is to be effected, except in a privately negotiated sale (including block trades) or in an underwritten public offering (including block trades and whether or not such offering is marketed) in compliance with the Securities Act; or (iii) to a Prohibited Transferee (except in a Non-Prohibited Transfer). (c) A “Non-Prohibited Transfer” means, in each case, so long as such Transfer is in accordance with applicable Law: (i) any Lock-Up Period Permitted Transfer; (ii) a Transfer of Shares effected through an offering constituting a “public offering” as defined in applicable stock exchange rules, pursuant to an exercise of the registration rights provided in Article 5; (iii) a Transfer of Shares effected through a “brokers’ transaction” as defined in Rule 144(g) executed on a securities exchange or over the-counter market by a securities broker-dealer acting as agent for the Stockholder (so long as such Transfer is not directed by the Stockholder to be made to a particular counterparty or counterparties); (iv) a Transfer of Shares to a counterparty in connection with a Change Hedging Arrangement, including any related Transfer of ControlShares or other Equity Securities by any such counterparty to any other Person (so long as such Transfer by such counterparty is not at the express direction of the Stockholder and the counterparty is not a Prohibited Transferee); (v) a Transfer of Shares in any underwritten offering (including block trades and whether or not such offering is marketed). (d) Notwithstanding anything to the contrary contained herein, the Stockholder shall at no time Transfer, or cause or permit the Transfer of, any Shares, if such Transfer would violate any applicable Law or, until the Stockholder and its Group Members collectively Beneficially Own a number of Shares less than 5% of the then issued and outstanding shares of Common Stock, in connection with any “tender offer” (iiias such term is used in Regulation 14D under the Exchange Act) not approved or recommended by the Board of Directors. 8 (e) Nothing in this Agreement shall prevent the Stockholder or its Representatives from entering into discussions with the Company or one or more financial institutions in connection with a Lock-Up Period Permitted Transfer or an offering to be effected pursuant to Section 5.4 and 5.5 after the end of the Lock-up Period and cooperating with the Company or one or more financial institutions in preparing a Registration Statement be filed upon expiration of the Lock-up Period in accordance with Article 5, provided that such discussions and cooperation are not publicly disclosed by the Stockholder. (f) The entry by the Stockholder into a Hedging Arrangement with respect to Shares shall be deemed to be a Transfer of such Shares for purposes of this Agreement and shall be subject to the provisions of this Section 2.1 unless such Hedging Arrangement does not settle into Shares prior to the expiration of the Lock-up Period. (g) The pledge of or grant of security interest in any Shares with respect to the following shall not be deemed to be a Transfer is in compliance with all applicable securities’ laws of such Shares for purposes of this Agreement: (includingi) any Hedging Arrangements that do no settle into Shares prior to the expiration of the Lock-up Period or (ii) the Stockholder’s Credit Agreement, without limitationdated as of June 5, the Securities Act of 19332015, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Credit Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (x) a trust or trusts for among Colfax Corporation, as the exclusive benefit borrower, certain U.S. subsidiaries of Colfax Corporation identified therein, as guarantors, each of the Grantee lenders party thereto and such Immediate Family MembersDeutsche Bank AG New York Branch, (y) a partnership in which the Grantee as administrative agent, swing line lender and such Immediate Family Members are the only partners, or (z) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 6. In connection with any Transfer of Award LTIP Units granted hereunder, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reducedglobal coordinator, and the transferee’s Capital Account in the Partnership will collateral documents related thereto, as such Credit Agreement and collateral documents may be creditedamended, with such portion of the Grantee’s Capital Account as is properly allowable modified, refinanced or replaced from time to the transferred Award LTIP Unitstime. Any attempted Transfer of Award LTIP Units granted hereunder not in accordance with the terns and conditions of this ARTICLE 3 VOTING Section 6 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution3.1.

Restrictions on Transfer. None (a) Except as otherwise permitted by the Administrator, none of the Award LTIP Units granted hereunder nor any of the common units of the Partnership into which such Award LTIP Units may be converted (the “Award Common Units”) shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, or encumbered, whether voluntarily or by operation of law (each such action a “Transfer”), or redeemed ) and the Exchange Right (as defined in accordance with the LP Agreement Agreement) may not be exercised with respect to the Award Common Units, provided that, at any time after the date that (i) prior to vesting, the Award LTIP Units vest and (ii) for a period of is two (2) years beginning on after the Grant Effective Date other than in connection with a Change of ControlDate, and (iiiA) unless such Transfer is in compliance with all applicable securities’ laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested Award LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above or Award Common Units may be Transferred to (w) a charity or to the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Participant’s Family Members are the only partners, (as defined below) by gift or (z) one or more entities in which the Grantee has a 10% or greater equity interestdomestic relations order, provided that the transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units Transfers shall be prohibited except those in accordance with this Section 69 and (B) the Exchange Right may be exercised with respect to Award Common Units, and Award Common Units may be Transferred to the Partnership or the Company in connection with the exercise of the Exchange Right, in accordance with and to the extent otherwise permitted by the terms of the LP Agreement. Additionally, all Transfers of Award LTIP Units or Award Common Units must be in compliance with all applicable securities laws (including, without limitation, the Securities Act of 1933, as amended, the “Securities Act”) and the applicable terms and conditions of the LP Agreement. In connection with any Transfer of Award LTIP Units granted hereunderor Award Common Units, the Partnership may require the Grantee Participant to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder or Award Common Units not in accordance with the terns terms and conditions of this Section 6 9 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units or Award Common Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units or Award Common Units. This Except as otherwise provided herein, this Agreement is personal to the GranteeParticipant, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

Restrictions on Transfer. None Except as otherwise permitted by the Committee, none of the Award LTIP OPP Units granted hereunder nor any of the Partnership Units of the Partnership into which such Award OPP Units may be converted (the “Award Partnership Units”) shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, encumbered, whether voluntarily or by operation of law (each such action a “Transfer”), provided that vested Award OPP Units or redeemed in accordance with the LP Agreement (i) prior to vesting, (ii) for a period of two (2) years beginning on the Grant Effective Date other than in connection with a Change of Control, and (iii) unless such Transfer is in compliance with all applicable securities’ laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested LTIP Award Partnership Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (wi) the spouse, children Grantee’s Family Members by gift or grandchildren pursuant to domestic relations order in settlement of marital property rights or (iii) to an entity in which fifty percent (50%) of the Grantee (“Immediate Family Members”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate voting interests are owned by Family Members are (or the only partners, or (zGrantee) one or more entities in which the Grantee has a 10% or greater equity interestexchange for an interest in such entity, provided that the transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 67. Additionally, all Transfers of Award OPP Units or Award Partnership Units must be in compliance with all applicable securities laws (including, without limitation, the Securities Act) and the applicable terms and conditions of the Partnership Agreement. In connection with any Transfer of Award LTIP OPP Units granted hereunderor Award Partnership Units, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP OPP Units granted hereunder or Award Partnership Units not in accordance with the terns terms and conditions of this Section 6 7 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP OPP Units or Award Partnership Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP OPP Units or Award Partnership Units. This Except as provided expressly in this Section 7, this Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

Restrictions on Transfer. None Except as otherwise permitted by the Committee, none of the Award LTIP Restricted Units granted hereunder nor any of the Class A Units into which such Restricted Units may be converted (the “Award Units”) shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, of or encumbered, whether voluntarily or by operation of law (each such action a “Transfer”)) and the Redemption Right (as defined in the Partnership Agreement) may not be exercised with respect to the Restricted Units, or redeemed in accordance with provided that, at any time after the LP Agreement date that (ia) prior to vesting, the Restricted Units vest and (iib) for a period of is two (2) years beginning on after the Grant Effective Date other than in connection with a Change of ControlDate, and (iiii) unless such Transfer is in compliance with all applicable securities’ laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested LTIP Restricted Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above or Award Units may be Transferred to (w) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Grantee’s Family Members are the only partners, by gift or (z) one or more entities in which the Grantee has a 10% or greater equity interestdomestic relations order, provided that the transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 65 and (ii) the Redemption Right may be exercised with respect to Award Units, and Award Units may be Transferred to the Partnership or the Company in connection with the exercise of the Redemption Right, in accordance with and to the extent otherwise permitted by the terms of the Partnership Agreement. Additionally, all Transfers of Restricted Units or Award Units must be in compliance with all applicable securities laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)) and the applicable terms and conditions of the Partnership Agreement. In connection with any Transfer of Restricted Units or Award LTIP Units granted hereunderUnits, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Restricted Units or Award LTIP Units granted hereunder not in accordance with the terns terms and conditions of this Section 6 5 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Restricted Units or Award LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Restricted Units or Award LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

Restrictions on Transfer. None of the Award LTIP Units granted hereunder shall be sold, assigned, transferred, pledged, hypothecated, given away hypothecated or in any other manner otherwise disposed of, encumbered, of or encumbered (whether voluntarily or involuntarily or by operation of law judgment, levy, attachment, garnishment or other legal or equitable proceeding) (each such action a “Transfer”), or redeemed in accordance with the LP Partnership Agreement (ia) prior to vesting, (iib) for a period of two (2) years beginning on the Grant Effective Date other than in connection with a Change of Control, and (iiic) unless such Transfer is in compliance with all applicable securities’ securities laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Partnership Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested unvested Award LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (wi) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (xii) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (yiii) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (ziv) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee Transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested unvested Award LTIP Units shall be prohibited except those in accordance with this Section 68. In connection with any Transfer of Award LTIP Units granted hereunderUnits, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder not in accordance with the terns terms and conditions of this Section 6 8 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

Restrictions on Transfer. None The right of the Award LTIP Units granted hereunder shall be soldStockholder to directly or indirectly, assigned, transferred, pledged, hypothecated, given away or in any single transaction or series of related transactions, sell, give, assign, pledge, grant a security interest in, hypothecate, offer or otherwise transfer (or enter into any Contract, Derivative Instrument (other manner disposed than a Derivative Instrument that is a Hedging Arrangement that does not settle into Shares prior to the expiration of the Lock-up Period or other obligation regarding the future sale, assignment, pledge or transfer of) Beneficial Ownership of (each, encumbered, whether voluntarily or by operation of law (each such action a “Transfer”)) any Shares is subject to the restrictions set forth in this Article 2, or redeemed and no Transfer of Shares by the Stockholder may be effected except in compliance with this Article 2 and in accordance with all applicable Laws. Any attempted Transfer in violation of this Agreement shall be of no effect and null and void, regardless of whether the LP Agreement purported transferee has any actual or constructive knowledge of the Transfer restrictions set forth in this Agreement, and shall not be recorded on the stock transfer books of the Company or any local custodian or transfer agent. (a) Until the expiration of the Lock-Up Period, the Stockholder shall not directly or indirectly, in any single transaction or series of related transactions, Transfer any Shares without the prior written consent of the Company, other than the following Transfers (each, a “Lock-Up Period Permitted Transfer”): (i) prior a Transfer of Shares in response to vesting, a tender or exchange offer by any Person or a Third Party Acquisition that has been approved or recommended by the Board of Directors; (ii) for a period Transfer of two Shares to the Company or a Subsidiary or controlled Affiliate of the Company; (2iii) years beginning on a Transfer of Shares to a Permitted Transferee, so long as such Permitted Transferee, to the Grant Effective Date extent it has not already done so, executes a customary joinder to this Agreement, in form and substance reasonably acceptable to the Company, in which such Permitted Transferee agrees to be bound by the terms of this Agreement as if such Permitted Transferee was an original party hereto; (iv) a Transfer required by Law; D-7 (v) a Transfer that has been approved in advance by the Board of Directors or a duly authorized committee thereof; (vi) a Transfer of Shares pursuant to Section 5.5 and meeting the requirements of Section 2.1(c)(ii); (vii) distribution in kind to the Stockholder’s equityholders in connection with the bona fide winding up or dissolution of the Stockholder; and (viii) a Transfer of Shares in connection with which the Stockholder’s rights under this Agreement are assigned to the Transferee pursuant to Section 6.6(b)(i). (b) Following the Lock-Up Period, the Stockholder shall be entitled to Transfer any Shares in its sole discretion, provided that Stockholder shall not directly or indirectly, in any single transaction or series of related transactions, Transfer any Shares: (i) other than in accordance with all applicable Laws and the other terms and conditions of this Agreement; (ii) that would result in the Transfer by Stockholder (together with its Group Members) on any trading day of shares totaling more than 25% of the four-week average daily trading volume of the Company’s Common Stock reported for the security during the four calendar weeks preceding the week in which the Transfer is to be effected, except in a privately negotiated sale (including block trades) or in an underwritten public offering (including block trades and whether or not such offering is marketed) in compliance with the Securities Act; or (iii) to a Prohibited Transferee (except in a Non-Prohibited Transfer). (c) A “Non-Prohibited Transfer” means, in each case, so long as such Transfer is in accordance with applicable Law: (i) any Lock-Up Period Permitted Transfer; (ii) a Transfer of Shares effected through an offering constituting a “public offering” as defined in applicable stock exchange rules, pursuant to an exercise of the registration rights provided in Article 5; (iii) a Transfer of Shares effected through a “brokers’ transaction” as defined in Rule 144(g) executed on a securities exchange or over the-counter market by a securities broker-dealer acting as agent for the Stockholder (so long as such Transfer is not directed by the Stockholder to be made to a particular counterparty or counterparties); (iv) a Transfer of Shares to a counterparty in connection with a Change Hedging Arrangement, including any related Transfer of ControlShares or other Equity Securities by any such counterparty to any other Person (so long as such Transfer by such counterparty is not at the express direction of the Stockholder and the counterparty is not a Prohibited Transferee); (v) a Transfer of Shares in any underwritten offering (including block trades and whether or not such offering is marketed). D-8 (d) Notwithstanding anything to the contrary contained herein, the Stockholder shall at no time Transfer, or cause or permit the Transfer of, any Shares, if such Transfer would violate any applicable Law or, until the Stockholder and its Group Members collectively Beneficially Own a number of Shares less than 5% of the then issued and outstanding shares of Common Stock, in connection with any “tender offer” (iiias such term is used in Regulation 14D under the Exchange Act) not approved or recommended by the Board of Directors. (e) Nothing in this Agreement shall prevent the Stockholder or its Representatives from entering into discussions with the Company or one or more financial institutions in connection with a Lock-Up Period Permitted Transfer or an offering to be effected pursuant to Section 5.4 and 5.5 after the end of the Lock-up Period and cooperating with the Company or one or more financial institutions in preparing a Registration Statement be filed upon expiration of the Lock-up Period in accordance with Article 5, provided that such discussions and cooperation are not publicly disclosed by the Stockholder. (f) The entry by the Stockholder into a Hedging Arrangement with respect to Shares shall be deemed to be a Transfer of such Shares for purposes of this Agreement and shall be subject to the provisions of this Section 2.1 unless such Hedging Arrangement does not settle into Shares prior to the expiration of the Lock-up Period. (g) The pledge of or grant of security interest in any Shares with respect to the following shall not be deemed to be a Transfer is in compliance with all applicable securities’ laws of such Shares for purposes of this Agreement: (includingi) any Hedging Arrangements that do no settle into Shares prior to the expiration of the Lock-up Period or (ii) the Stockholder’s Credit Agreement, without limitationdated as of June 5, the Securities Act of 19332015, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Credit Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (x) a trust or trusts for among Colfax Corporation, as the exclusive benefit borrower, certain U.S. subsidiaries of Colfax Corporation identified therein, as guarantors, each of the Grantee lenders party thereto and such Immediate Family MembersDeutsche Bank AG New York Branch, (y) a partnership in which the Grantee as administrative agent, swing line lender and such Immediate Family Members are the only partners, or (z) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 6. In connection with any Transfer of Award LTIP Units granted hereunder, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reducedglobal coordinator, and the transferee’s Capital Account in the Partnership will collateral documents related thereto, as such Credit Agreement and collateral documents may be creditedamended, with such portion of the Grantee’s Capital Account as is properly allowable modified, refinanced or replaced from time to the transferred Award LTIP Unitstime. Any attempted Transfer of Award LTIP Units granted hereunder not in accordance with the terns and conditions of this ARTICLE 3 VOTING Section 6 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution3.1.

Restrictions on Transfer. None of the Award LTIP Units granted hereunder shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, encumbered, whether voluntarily or by operation of law (each such action a “Transfer”), or redeemed in accordance with the LP LLC Agreement (i) prior to vesting, (ii) for a period of two (2) years beginning on the Grant Effective Date other than in connection with a Change of Control, and (iii) unless such Transfer is in compliance with all applicable securities’ laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), ) and such Transfer is in accordance with the applicable terms and conditions of the LP LLC Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (wa) the spouse, children (including step-children) or grandchildren (including step-grandchildren) of the Grantee (“Immediate Family Members”), (xb) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (yc) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (zd) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee agrees in writing with the Company and the Partnership Holdings to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 66 or (e) any other person or entity as the Committee may determine. In connection with any Transfer of Award LTIP Units granted hereunder, the Partnership Holdings may require the Grantee to provide an opinion of counsel, satisfactory to the PartnershipHoldings, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transferTransfer, the Grantee’s Capital Account (as defined in the LP LLC Agreement) in the Partnership Holdings will be reduced, and the transferee’s Capital Account in the Partnership Holdings will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder not in accordance with the terns terms and conditions of this Section 6 shall be null and void, and the Partnership Holdings shall not reflect on its records any change in record ownership of any Award LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

Restrictions on Transfer. None of the Award [2018] LTIP Units granted hereunder (PB) shall be sold, assigned, transferred, pledged, hypothecated, given away pledged or in any other manner otherwise disposed of, encumbered, of or encumbered (whether voluntarily or involuntarily or by operation of law judgment, levy, attachment, garnishment or other legal or equitable proceeding) (each such action a “Transfer”), or redeemed in accordance with the LP Partnership Agreement (ia) prior until after they have become vested pursuant to vesting, (ii) for a period of two (2) years beginning on the Grant Effective Date Sections 4 or 5 hereof other than in connection with a Change of Control, and (iiib) unless such Transfer is in compliance with all applicable securities’ securities laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Partnership Agreement; provided thatprovided, upon however, that clause (a) above shall not apply with respect to (i) the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested conversion into Units of [2018] LTIP Units (PB) that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children become vested in accordance with Sections 4 or grandchildren of the Grantee 5 hereof (“Immediate Family MembersConverted LTIP Units”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (zii) one any Transfer either of [2018] LTIP Units (PB) that have become vested in accordance with Sections 4 or more entities 5 hereof or of Converted LTIP Units, so long as such Transfer is (A) permitted under the Partnership Agreement and (B) in which connection with donative, estate or tax planning by the Grantee has a 10% or greater equity interestGrantee; and provided, provided further, that the transferee Transferee agrees in writing with the Company and the Partnership not to be bound by all the terms and conditions make any further Transfer of this Agreement and that subsequent transfers by such transferees of Non-Vested vested [2018] LTIP Units shall be prohibited except those in accordance with (PB) or Converted LTIP Units other than as permitted by this Section 68. In connection with any Transfer of Award [2018] LTIP Units granted hereunder(PB), the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award [2018] LTIP Units granted hereunder (PB) not in accordance with the terns terms and conditions of this Section 6 8 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award [2018] LTIP Units (PB) as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award [2018] LTIP UnitsUnits (PB). This Agreement is personal The restrictions on Transfer in this Section 8 shall not be interpreted to prohibit the Grantee from designating one or more beneficiaries to receive the Grantee, is non-assignable and is not transferable ’s LTIP Units or Converted LTIP Units that are payable in any manner, the event of the Grantee’s death. Any such beneficiary designation shall be on a form provided or approved by operation of law or otherwise, other than by will or the laws of descent and distributionCompany.

Restrictions on Transfer. None (a) Except as provided in Section 4.6, no Member shall Transfer all or any portion of its Interest without the Award LTIP Units granted hereunder Managing Member’s prior written consent, which consent shall be sold, assigned, transferred, pledged, hypothecated, given away granted or in any other manner disposed of, encumbered, whether voluntarily or by operation of law (each such action a “Transfer”), or redeemed in accordance with the LP Agreement (i) prior to vesting, (ii) for a period of two (2) years beginning on the Grant Effective Date other than in connection with a Change of Control, and (iii) unless such Transfer is in compliance with all applicable securities’ laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children or grandchildren of the Grantee (“Immediate Family Members”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (z) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 6. In connection with any Transfer of Award LTIP Units granted hereunder, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined withheld in the LP Agreement) in Managing Member’s sole discretion. If, notwithstanding the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder not in accordance with the terns and conditions provisions of this Section 6 shall be null and void9.1(a), and the Partnership shall not reflect on its records all or any change portion of a Member’s Interests are Transferred in record ownership violation of any Award LTIP Units as a result of any such Transferthis Section 9.1(a), shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any mannerinvoluntarily, by operation of law or otherwise, then without limiting any other rights and remedies available to the other parties under this Agreement or otherwise, the Transferee of such Interest (or portion thereof) shall not be admitted to the Company as a Member nor be entitled to any rights as a Member hereunder, and the Transferor will continue to be bound by all obligations hereunder, unless and until the Managing Member consents in writing to such admission, which consent shall be granted or withheld in the Managing Member’s sole discretion. Any attempted or purported Transfer of all or a portion of a Member’s Interests in violation of this Section 9.1(a) shall, to the fullest extent permitted by law, be null and void and of no force or effect whatsoever. For the avoidance of doubt, the restrictions on Transfer contained in this Article IX (other than by those set forth in Sections 9.1(b), 9.2 and 9.3) shall not apply to the Transfer of any capital stock of the Managing Member; provided, that no shares of Class B Common Stock may be Transferred unless a corresponding number of Units are Transferred therewith in accordance with this Agreement. Notwithstanding the foregoing, but subject to any other restrictions on Transfers set forth in this Agreement, (i) Atlas may distribute a number of Common Units (and corresponding shares of Class B Common Stock) to its limited partners (including Atlas Technical Consultants Management LLC) and to Bernhard Capital Partners Management LP and its Affiliates in accordance with the provisions of Bernhard Capital Partners Management LP’s limited partnership agreement and Atlas Technical Consultants Management LLC may distribute the Common Units (and corresponding shares of Class B Common Stock) it receives in such distribution to its members; provided, that any Member that is an entity may elect to make an in-kind distribution of all or any portion of its Interests to its members, partners or stockholders, as applicable, in each case in accordance with the terms of its operating agreement; (ii) GSO may Transfer (A) any number of Units to its Affiliates and (B) Preferred Units to any Person who is not an Affiliate of GSO so long as any such Transferee will hold at least five percent (5%) of the outstanding Preferred Units; provided, that, in each case, (x) for so long as GSO and its Affiliates continue to hold at least 50% of the outstanding Preferred Units (unless a default in payment distributions on the Preferred Units pursuant to Section 4.8(b) hereof or the laws bankruptcy or insolvency of descent the Company or Atlas has occurred), GSO may not Transfer any Preferred Units to a Disqualified Transferee and distribution(y) such Transfer would not cause the Company to be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code or a successor provision; and (iii) [Bernhard Capital Partners Management LP] and its Affiliates shall be permitted to Transfer all or any portion of their respective Interests to any Person so long as such Transfer would not cause the Company to be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code or a successor provision.

Restrictions on Transfer. None (a) Until the earlier of the Award LTIP Units granted hereunder shall be sold(x) __________, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, encumbered, whether voluntarily or by operation 2003 [fifth anniversary of law (each such action a “Transfer”)Closing], or redeemed (y) approval by the stockholders of Gottschalks of a transaction which would result in accordance with the LP Agreement a Change in Control, Investor will not directly or indirectly sell, transfer, pledge or otherwise dispose of (collectively, "Transfer") any shares of Gottschalks Common Stock issued to Hxxxxx except for: (i) prior to vestingTransfers made in compliance with the requirements of Rule 144 of the Securities Act, (ii) for Transfers pursuant to negotiated transactions with third parties, provided that: (A) the transferee acknowledges that it is subject to the Standstill Agreement and the provisions of Articles 3 and 4 of this Agreement; and (B) Gottschalks approves any such Transfer that would result in a period person beneficially owning more than 9.8% of two (2) years beginning on the Grant Effective Date other than in connection with a Change of ControlGottschalks Common Stock, and (iii) unless such Transfer is in compliance with all applicable securities’ laws (including, without limitation, Transfers to one or more Affiliates of Investor who agree to be bound by the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Agreement; provided that, upon Standstill Agreement and the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children or grandchildren obligations of the Grantee (“Immediate Family Members”)transferor under this Agreement, (xiv) pledges to a trust or trusts bona fide financial institution for the exclusive benefit purpose of securing bona fide indebtedness of Investor; provided, that: (A) such indebtedness is full recourse indebtedness; and (B) no such pledge, if enforced, would result in the bona fide financial institution or any person acquiring the pledged shares having Beneficial Ownership of more than 9.8% of the Grantee Gottschalks Common Stock and such Immediate Family Members, (yv) a partnership in which the Grantee and such Immediate Family Members are the only partners, Transfers pursuant to or (z) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers by such transferees of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 6. In connection with any Transfer of Award LTIP Units granted hereunder, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award LTIP Units granted hereunder not in accordance with the terns and conditions Registration Rights Agreement in a bona fide public offering. (b) Any Transferee hereunder shall succeed to the obligations, but not the rights, of ECI under this Agreement. Notwithstanding the foregoing, ECI agrees that it shall remain fully liable for ensuring that the Transferee complies with all obligations assumed by Transferee pursuant to this Agreement. (c) Any Transfer contrary to the provisions of this Section 6 4.1 shall be null and void, void and the Partnership transferee shall not reflect be recognized by Gottschalks as the holder or owner of such shares for any purposes (including voting and dividend rights) unless and until such provisions are satisfied. (d) This Agreement places no restrictions on its records any change in record ownership the Transfer by Management of any Award LTIP Units as a result shares of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP UnitsGottschalks Common Stock owned by Management. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.Section 4.2

Restrictions on Transfer. None of the Award 2021 LTIP Units granted hereunder (PB) shall be sold, assigned, transferred, pledged, hypothecated, given away pledged or in any other manner otherwise disposed of, encumbered, of or encumbered (whether voluntarily or involuntarily or by operation of law judgment, levy, attachment, garnishment or other legal or equitable proceeding) (each such action a “Transfer”), or redeemed in accordance with the LP Partnership Agreement (ia) prior until the date that is one year after they have become vested pursuant to vesting, (ii) for a period of two (2) years beginning on the Grant Effective Date Section 4 or Section 5 other than in connection with a Change of Control, and (iiib) unless such Transfer is in compliance with all applicable securities’ securities laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Partnership Agreement; provided thatprovided, upon however, that clause (a) above shall not apply with respect to (i) the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested conversion into Units of 2021 LTIP Units (PB) that have been held for a period of at least two (2) years beginning on the Grant Effective Date specified above may be Transferred to (w) the spouse, children become vested in accordance with Sections 4 or grandchildren of the Grantee 5 hereof (“Immediate Family MembersConverted LTIP Units”), (x) a trust or trusts but, for the exclusive benefit avoidance of doubt, any such Converted LTIP Units may not be redeemed in accordance with the Grantee and such Immediate Family Members, Partnership Agreement until the date that the restrictions in clause (ya) a partnership in which above would cease to apply to the Grantee and such Immediate Family Members are the only partners, corresponding 2021 LTIP Units (PB) or (zii) one any Transfer either of 2021 LTIP Units (PB) that have become vested in accordance with Sections 4 or more entities 5 hereof or of Converted LTIP Units, so long as such Transfer is (A) permitted under the Partnership Agreement and (B) in which connection with donative, estate or tax planning by the Grantee has a 10% or greater equity interestGrantee; and provided, provided further, that the transferee Transferee agrees in writing with the Company and the Partnership not to be bound by all the terms and conditions make any further Transfer of this Agreement and that subsequent transfers by such transferees of Non-Vested vested 2021 LTIP Units shall be prohibited except those in accordance with (PB) or Converted LTIP Units other than as permitted by this Section 68. In connection with any Transfer of Award 2021 LTIP Units granted hereunder(PB) or Converted LTIP Units, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Upon any such transfer, the Grantee’s Capital Account (as defined in the LP Agreement) in the Partnership will be reduced, and the transferee’s Capital Account in the Partnership will be credited, with such portion of the Grantee’s Capital Account as is properly allowable to the transferred Award LTIP Units. Any attempted Transfer of Award 2021 LTIP Units granted hereunder (PB) not in accordance with the terns terms and conditions of this Section 6 8 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award 2021 LTIP Units (PB) as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award 2021 LTIP UnitsUnits (PB). This Agreement is personal The restrictions on Transfer in this Section 8 shall not be interpreted to prohibit the Grantee from designating one or more beneficiaries to receive the Grantee, is non-assignable and is not transferable ’s LTIP Units or Converted LTIP Units that are payable in any manner, the event of the Grantee’s death. Any such beneficiary designation shall be on a form provided or approved by operation of law or otherwise, other than by will or the laws of descent and distributionCompany.