Common use of Certain Permitted Transfers Clause in Contracts

Certain Permitted Transfers. Except as otherwise provided in this Article, prior to consummation of the Company’s IPO, a Stockholder will not Dispose of all or any portion of his interest in the Company without the prior consent of the Board of Directors; provided, however, that any Stockholder may, without such consent, Dispose, in good faith (not with a view to circumventing the restrictions hereunder), of all or any portion of such Stockholder’s interest in the Company (a) for estate planning purposes to such Stockholder’s Immediate Family Member, to a trust or similar vehicle for the primary benefit of such Stockholder or one or more of such Stockholder’s Immediate Family Members or to the personal representative, executor or administrator of the Stockholder’s estate; (b) to one or more entities wholly owned or solely controlled by such Stockholder, such Stockholder’s Immediate Family Members or any trusts or similar vehicles described in subsection (a) of this Section 4.6 so long as the share capital and control of any such entity remains solely with the Stockholder, such Stockholder’s Immediate Family Members or any trusts or similar vehicles described in subsection (a) of this Section 4.6 (a “Controlled Entity”); (c) in the case of a Stockholder which is a Controlled Entity, to one or more Persons who control the Stockholder; or (d) from one Stockholder to another Stockholder (each, a “Permitted Transfer,” and each transferee of a Permitted Transfer, a “Permitted Transferee”). Notwithstanding the foregoing, (i) except with respect to transfers permitted under the foregoing clause (d), such transferee will not be a Stockholder unless and until admitted as a Stockholder to this Agreement; and (ii) such transferee will be subject to the terms of this Agreement to the same extent as if such transferee were an original holder of such transferred Shares. If at any time a Permitted Transferee who has not already been approved as a Stockholder ceases to qualify as a Permitted Transferee pursuant to the foregoing clauses (a), (b), (c) or (d), such transferee (x) will immediately transfer its interest in the Company back to the transferring Stockholder (or if the transferring Stockholder in not then a Stockholder or a Permitted Transferee of a Stockholder, then such transferee will immediately transfer its interest in the Company to the most recent transferor of such interest who is a Stockholder or a Permitted Transferee of a Stockholder), and the transferring Stockholder shall cause the transfer back to it of all the transferred interest in the Company and (y) will cease to have any rights as a Stockholder under this Agreement. Any Permitted Transfers by Permitted Transferees will be voidable by the Board of Directors unless or until a Permitted Transferee is a Stockholder.

Certain Permitted Transfers. Except as otherwise provided in Notwithstanding Section 3.1, the following Transfers of Covered Equity Securities shall be permitted by this Article, prior to consummation of the Company’s IPO, a Stockholder will not Dispose of all or any portion of his interest in the Company without the prior consent of the Board of Directors; provided, however, that any Stockholder may, without such consent, Dispose, in good faith (not with a view to circumventing the restrictions hereunder), of all or any portion of such Stockholder’s interest in the Company (a) for estate planning purposes to such Stockholder’s Immediate Family Member, to a trust or similar vehicle for the primary benefit of such Stockholder or one or more of such Stockholder’s Immediate Family Members or to the personal representative, executor or administrator of the Stockholder’s estate; (b) to one or more entities wholly owned or solely controlled by such Stockholder, such Stockholder’s Immediate Family Members or any trusts or similar vehicles described in subsection (a) of this Section 4.6 so long as the share capital and control of any such entity remains solely with the Stockholder, such Stockholder’s Immediate Family Members or any trusts or similar vehicles described in subsection (a) of this Section 4.6 (a “Controlled Entity”); (c) in the case of a Stockholder which is a Controlled Entity, to one or more Persons who control the Stockholder; or (d) from one Stockholder to another Stockholder Agreement (each, a “Permitted Transfer,” ”): (a) any Transfer of Covered Equity Securities to one or more wholly owned Subsidiaries of one or more of the Parties; (b) any Transfer of Covered Equity Securities to Dynasty Trust A (or any trustee of Dynasty Trust A in their capacity as such) or one or more wholly owned Subsidiaries of Dynasty Trust A; (c) any Transfer of Covered Equity Securities that occurs solely as a result of the operation of the Organizational Documents of the Management Trusts, Dynasty Trust A, the Lutnick 1999 Descendants’ Trust, the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 2007 Descendants Trust and each transferee the Lutnick 2020 Descendants Trust (or any trustee of a Permitted Transfer, a “Permitted Transferee”). Notwithstanding the foregoing, (i) except with respect to transfers permitted under the foregoing clause in their capacity as such) (and for the avoidance of doubt, nothing in this Agreement shall be construed to override any direction set forth in such Organizational Documents); (d)) any Transfer of Covered Equity Securities beneficially owned by CFLP to one or more wholly owned Subsidiaries of CFLP; provided that, such transferee will not be a Stockholder unless and until admitted as a Stockholder to this Agreement; and (ii) such transferee will be subject to the terms in each of this Agreement to the same extent as if such transferee were an original holder of such transferred Shares. If at any time a Permitted Transferee who has not already been approved as a Stockholder ceases to qualify as a Permitted Transferee pursuant to the foregoing clauses cases (a), (b), (c) or and (d), such transferee Transfer shall be a Permitted Transfer only if both: (x1) will immediately transfer its each Family Branch’s relative direct or indirect interest in the Company back Covered Equity Securities is the same as after such Transfer as it was immediately prior to such Transfer; and (2) any recipient of such Transfer of Covered Equity Securities (or, if applicable, any heirs, assignees, executors, administrators, or other legal representatives of such Transferee) (the transferring Stockholder “Permitted Transferee”) shall execute a joinder in the form attached as Exhibit A with respect to such Covered Equity Securities if such Permitted Transferee (or if the transferring Stockholder in Person controlling such Permitted Transferee) is not then already a Stockholder or a Permitted Transferee of a Stockholder, then such transferee will immediately transfer its interest in the Company to the most recent transferor of such interest who is a Stockholder or a Permitted Transferee of a Stockholder), and the transferring Stockholder shall cause the transfer back to it of all the transferred interest in the Company and (y) will cease to have any rights as a Stockholder under this Agreement. Any Permitted Transfers by Permitted Transferees will be voidable by the Board of Directors unless or until a Permitted Transferee is a StockholderParty.

Certain Permitted Transfers. Except as otherwise provided in this ArticleNotwithstanding anything to the contrary herein, prior but subject to compliance with Sections 8.01(b) through (e), from and after the later of (x) one hundred eighty (180) days following the consummation of the Company’s IPOIPO and (y) January 1, a Stockholder will not Dispose of all or 2022 (unless such time restriction is waived by the Managing Member in its sole discretion with respect to any portion of his interest in the Company without the prior consent of the Board of Directors; provided, however, that any Stockholder may, without such consent, Dispose, in good faith (not with a view to circumventing the restrictions hereunderproposed Transfer(s)), of all or any portion of such Stockholder’s interest in the Company following Transfers shall be permitted (a) for estate planning purposes to such Stockholder’s Immediate Family Member, to a trust or similar vehicle for the primary benefit of such Stockholder or one or more of such Stockholder’s Immediate Family Members or to the personal representative, executor or administrator of the Stockholder’s estate; (b) to one or more entities wholly owned or solely controlled by such Stockholder, such Stockholder’s Immediate Family Members or any trusts or similar vehicles described in subsection (a) of this Section 4.6 so long as the share capital and control of any such entity remains solely with the Stockholder, such Stockholder’s Immediate Family Members or any trusts or similar vehicles described in subsection (a) of this Section 4.6 (a “Controlled Entity”); (c) in the case of a Stockholder which is a Controlled Entity, to one or more Persons who control the Stockholder; or (d) from one Stockholder to another Stockholder (eachTransfer, a “Permitted Transfer,” and each transferee of a Permitted Transferand, the applicable Transferee, a “Permitted Transferee”). Notwithstanding ): (a) Any Transfer of Units to any Employee Holdco Member or Employee Holdco Member Member in connection with (x) the foregoing, (i) except with exercise of any repurchase or redemption right in respect to transfers permitted under the foregoing clause (d), of such transferee will not be a Stockholder unless and until admitted as a Stockholder to this Agreement; and (ii) Units of such transferee will be subject Employee Holdco Member or Employee Holdco Member Member pursuant to the terms of this the Employee Holdco I LLC Agreement, Employee Holdco II LLC Agreement to or Executive Holdco LLC Agreement, as applicable, (y) the same extent as if such transferee were an original holder exercise of any right of such transferred Shares. If at any time a Permitted Transferee who has not already been approved as a Stockholder ceases Employee Holdco Member or Employee Holdco Member Member to qualify as a Permitted Transferee be distributed such Units pursuant to the foregoing clauses terms of the Employee Holdco I LLC Agreement, Employee Holdco II LLC Agreement or Executive Holdco LLC Agreement, as applicable (aincluding in connection with an Exchange, Redemption or Employee Member Put Right hereunder), or (z) the liquidation, dissolution and/or winding up of any Employee Holdco Member; (b) Any Transfer of (i) membership interests in an Employee Holdco Member or (ii) Units, in each case, by or on behalf of an Executive Director (or one of his or her other Permitted Transferees) to its Family Members or Trusts (or back to such executive), ; (c) Any Transfer by any SL Member or any SL Related Entity to any SL Member or any SL Related Entity; (d), such transferee ) Any Transfer by any KKR Member or any KKR Related Entity to any KKR Member or any KKR Related Entity; (xe) will immediately transfer its interest in the Company back Any Transfer pursuant to the transferring Stockholder terms of Article IX; and (f) Any Transfer contemplated by Section 10.02 in connection with a PubCo Approved Change of Control or if the transferring Stockholder in not then a Stockholder or a Permitted Transferee of a Stockholder, then such transferee will immediately transfer its interest in the Company to the most recent transferor of such interest who is a Stockholder or a Permitted Transferee of a Stockholder), and the transferring Stockholder shall cause the transfer back to it of all the transferred interest in the Company and (y) will cease to have any rights as a Stockholder under this Agreement. Any Permitted Transfers by Permitted Transferees will be voidable by the Board of Directors unless or until a Permitted Transferee is a StockholderPubCo Approved Recap Transaction.

Certain Permitted Transfers. Except as otherwise provided in Notwithstanding anything to the contrary herein but subject to Section 8.01(b), Section 8.01(c), Section 8.01(d), the final sentence of this ArticleSection 8.02, prior any underwriter lock-up agreement applicable to consummation such Member and/or any other agreement between such Member and the Company, Pubco, Aggregator or any of the controlled Affiliates of the Company’s IPO, a Stockholder will not Dispose and any additional restrictions applicable to the Transferor or the Units held by the Transferor, the following Transfers shall be permitted (such transfers, “Permitted Transfers”): (a) The Transfer of all or any portion of his interest a Member’s Units that are not Restricted Units in connection with a Permitted Exchange; (b) The Transfer by any Member of any of its Units pursuant to a Disposition Event (as such term is defined in the Company without Amended and Restated Certificate of Incorporation of Pubco as amended from time to time (the prior consent “Pubco Certificate of Incorporation”)); (c) Any grant of a bona fide security interest in, or a bona fide pledge of, Units to any financial institution that is approved by the Board Managing Member as collateral to secure indebtedness and any Transfer pursuant to the enforcement of Directorssuch collateral; (d) At any time, any Transfer by any Member of Units to any Transferee approved in advance in writing by the Managing Member (not to be unreasonably withheld); (e) Any Transfer of Units to a Permitted Transferee; provided, however, that any Stockholder may, without such consent, Dispose, in good faith (not with a view to circumventing the restrictions hereunder), of all or any portion of such Stockholder’s interest in the Company (a) for estate planning purposes to such Stockholder’s Immediate Family Member, to a trust or similar vehicle for the primary benefit of such Stockholder or one or more of such Stockholder’s Immediate Family Members or to the personal representative, executor or administrator of the Stockholder’s estate; (b) to one or more entities wholly owned or solely controlled subsequent Transfer by such Stockholder, such Stockholder’s Immediate Family Members or any trusts or similar vehicles described in subsection (a) of this Section 4.6 so long as the share capital and control of any such entity remains solely with the Stockholder, such Stockholder’s Immediate Family Members or any trusts or similar vehicles described in subsection (a) of this Section 4.6 (a “Controlled Entity”); (c) in the case of a Stockholder which is a Controlled Entity, to one or more Persons who control the Stockholder; or (d) from one Stockholder to another Stockholder (each, a “Permitted Transfer,” and each transferee of a Permitted Transfer, Transferee shall constitute a “permitted Transfer hereunder only if such further Transfer would have been a Permitted Transferee”)Transfer if made by the original Transferor. Notwithstanding the foregoing, (i) except with respect to transfers permitted under unless the foregoing clause (d)Managing Member determines otherwise, such transferee will a Transfer shall not be a Stockholder unless and until admitted as a Stockholder to this Agreement; and (ii) such transferee will be subject to the terms of this Agreement to the same extent as if such transferee were an original holder of such transferred Shares. If at any time a Permitted Transferee who has not already been approved as a Stockholder ceases to qualify treated as a Permitted Transferee pursuant to the foregoing clauses (a), (b), (cTransfer if such Transfer does not constitute a private transfer described in Treasury Regulations Section 1.7704-1(e) or (d), if such transferee (x) will immediately transfer its interest in Transfer would otherwise pose a material risk that the Company back to would be a “publicly traded partnership” as that term is defined in Section 7704 of the transferring Stockholder (or if the transferring Stockholder in not then a Stockholder or a Permitted Transferee of a Stockholder, then such transferee will immediately transfer its interest in the Company to the most recent transferor of such interest who is a Stockholder or a Permitted Transferee of a Stockholder), Code and the transferring Stockholder shall cause the transfer back to it of all the transferred interest Treasury Regulations promulgated thereunder, in the Company and (y) will cease to have any rights each case, as a Stockholder under this Agreement. Any Permitted Transfers by Permitted Transferees will be voidable determined by the Board of Directors unless or until a Permitted Transferee is a Stockholderin its reasonable discretion.

Certain Permitted Transfers. Except as otherwise provided expressly permitted by Section 8.04, but subject to compliance with Sections 8.01(b) through (e), from and after the date that is the earlier of (i) one hundred eighty (180) days following the Restatement Date (unless such time restriction is waived by the Managing Member in this Article, prior its sole discretion with respect to consummation of the Company’s IPO, a Stockholder will not Dispose of all or any portion of his interest in the Company without the prior consent of the Board of Directorsproposed Transfer(s); provided, however, that any Stockholder may, without if such consent, Dispose, in good faith (not with a view to circumventing restriction is waived by the restrictions hereunder), of all or any portion of such Stockholder’s interest in the Company (a) for estate planning purposes to such Stockholder’s Immediate Family Member, to a trust or similar vehicle for the primary benefit of such Stockholder or one or more of such Stockholder’s Immediate Family Members or to the personal representative, executor or administrator of the Stockholder’s estate; (b) to one or more entities wholly owned or solely controlled by such Stockholder, such Stockholder’s Immediate Family Members or any trusts or similar vehicles described in subsection (a) of this Section 4.6 so long as the share capital and control of any such entity remains solely with the Stockholder, such Stockholder’s Immediate Family Members or any trusts or similar vehicles described in subsection (a) of this Section 4.6 (a “Controlled Entity”); (c) in the case of a Stockholder which is a Controlled Entity, to one or more Persons who control the Stockholder; or (d) from one Stockholder to another Stockholder (each, a “Permitted Transfer,” and each transferee of a Permitted Transfer, a “Permitted Transferee”). Notwithstanding the foregoing, (i) except Managing Member with respect to transfers permitted under the foregoing clause (d)any Member, such transferee will not restriction shall be a Stockholder unless waived with respect to the SLP Investor, Riverwood Investors and until admitted as a Stockholder Level Equity Investors to this Agreement; the same extent, taking into account the aggregate Common Units and shares of Class A Common Stock held by such SLP Investor, Riverwood Investors and Level Equity Investors) and (ii) any Lock-Up Period Early Release Date (with respect to Lock-Up Shares subject to the corresponding Lock-Up Period Early Release), the following Transfers shall be permitted: (a) Any Transfer of Units to Management Holdco or a Management Holdco Member in connection with (x) the exercise of any repurchase or redemption right in respect of such transferee will be subject Units of Management Holdco or such Management Holdco Member pursuant to the terms of this Agreement the Management Holdco LLC Agreement, (y) the exercise of any right of Management Holdco or such Management Holdco Member to the same extent as if be distributed such transferee were an original holder of such transferred Shares. If at any time a Permitted Transferee who has not already been approved as a Stockholder ceases to qualify as a Permitted Transferee Units pursuant to the foregoing clauses terms of the Management Holdco LLC Agreement (aincluding in connection with a redemption, repurchase or forfeiture of their Employee Units), or (z) the liquidation, dissolution and/or winding up of Management Holdco; (b), ) Any Transfer pursuant to Section 3.06; (c) Any Transfer by SLP Investor or any SLP Related Entity to SLP Investor or any SLP Related Entity; (d), such transferee ) Any Transfer by any Riverwood Investor or any Riverwood Related Entity to any Riverwood Investor or any Riverwood Related Entity; (xe) will immediately transfer its interest in the Company back Any Transfer by any Level Equity Investor or any Level Equity Related Entity to any Level Equity Investor or any Level Equity Related Entity; (f) Any Transfer pursuant to the transferring Stockholder terms of Article IX; and (g) Any Transfer contemplated by Section 10.02 in connection with a PubCo Approved Change of Control or if the transferring Stockholder in not then a Stockholder or a Permitted Transferee of a Stockholder, then such transferee will immediately transfer its interest in the Company to the most recent transferor of such interest who is a Stockholder or a Permitted Transferee of a Stockholder), and the transferring Stockholder shall cause the transfer back to it of all the transferred interest in the Company and (y) will cease to have any rights as a Stockholder under this Agreement. Any Permitted Transfers by Permitted Transferees will be voidable by the Board of Directors unless or until a Permitted Transferee is a StockholderPubCo Approved Recap Transaction.

Certain Permitted Transfers. Except as otherwise provided in this ArticleNotwithstanding anything to the contrary herein, prior but subject to consummation of the Company’s IPO, a Stockholder will not Dispose of all or any portion of his interest in the Company without the prior consent of the Board of Directors; provided, however, that any Stockholder may, without such consent, Dispose, in good faith compliance with Sections 8.01(b) through (not with a view to circumventing the restrictions hereundere), of all or any portion of such Stockholder’s interest in the Company following Transfers shall be permitted (a) for estate planning purposes to such Stockholder’s Immediate Family Member, to a trust or similar vehicle for the primary benefit of such Stockholder or one or more of such Stockholder’s Immediate Family Members or to the personal representative, executor or administrator of the Stockholder’s estate; (b) to one or more entities wholly owned or solely controlled by such Stockholder, such Stockholder’s Immediate Family Members or any trusts or similar vehicles described in subsection (a) of this Section 4.6 so long as the share capital and control of any such entity remains solely with the Stockholder, such Stockholder’s Immediate Family Members or any trusts or similar vehicles described in subsection (a) of this Section 4.6 (a “Controlled Entity”); (c) in the case of a Stockholder which is a Controlled Entity, to one or more Persons who control the Stockholder; or (d) from one Stockholder to another Stockholder (eachTransfer, a “Permitted Transfer,” and each transferee of a XE “Permitted Transfer“ \t “8.01(f)“ and, the applicable Transferee, a “Permitted Transferee”” XE “Permitted Transferee“ \t “8.01(f). Notwithstanding the foregoing, “ ): (a) Any Transfer of Units to any Employee Holdco Member or Employee Holdco Member Member in connection with (i) except with the exercise of any repurchase or redemption right in respect to transfers permitted under the foregoing clause (d), of such transferee will not be a Stockholder unless and until admitted as a Stockholder to this Agreement; and (ii) Units of such transferee will be subject Employee Holdco Member or Employee Holdco Member Member pursuant to the terms of this Agreement to the same extent as if such transferee were an original holder applicable organizational documents of such transferred Shares. If at Employee Holdco Member, (ii) the exercise of any time a Permitted Transferee who has not already been approved as a Stockholder ceases right of such Employee Holdco Member or Employee Holdco Member Member to qualify as a Permitted Transferee be distributed such Units pursuant to the foregoing clauses terms of the applicable organizational documents of such Employee Holdco Member (a)including in connection with a Redemption) or (iii) the liquidation, dissolution and/or winding up of any Employee Holdco Member; (b) Any Transfer of (i) membership interests in an Employee Holdco Member or (ii) Units, in each case, by or on behalf of an Employee Member (or one of his or her other Permitted Transferees) to its Family Members or Trusts (or back to such Employee Member), ; (c) Any Transfer by any Endeavor Member or any of their Affiliates that is permitted pursuant to the terms of the Governance Agreement; (d), such transferee (x) will immediately transfer its interest in the Company back Any Transfer pursuant to the transferring Stockholder terms of Article IX; and | (or if the transferring Stockholder in not then a Stockholder or a Permitted Transferee e) Any Transfer by any Endeavor Member to any Affiliate of a Stockholder, then such transferee will immediately transfer its interest in the Company to the most recent transferor of such interest who is a Stockholder or a Permitted Transferee of a Stockholder), and the transferring Stockholder shall cause the transfer back to it of all the transferred interest in the Company and (y) will cease to have any rights as a Stockholder under this Agreement. Any Permitted Transfers by Permitted Transferees will be voidable by the Board of Directors unless or until a Permitted Transferee is a Stockholderan Endeavor Member.

Certain Permitted Transfers. Except as otherwise provided (a) Notwithstanding anything to the contrary contained in this ArticleArticle VI, prior but subject to consummation compliance with this Section 6.2, each Holder shall be permitted to Transfer all or a portion of the Warrants or the Warrant Shares it holds under the following circumstances: (i) Transfers by a Holder to any Permitted Warrant Transferee; (ii) Transfers to the Company or any of its Subsidiaries; (iii) Transfers to any Person who holds Warrants; (iv) Transfers to an Approved Fund; (v) Transfers to Lenders; (vi) Transfers in connection with any Transfers of the Loans permitted under the Credit Agreement, provided that such Transfer is to the same transferee (or an Affiliate or Approved Fund thereof) as the transferee of the Loans; (vii) Transfers constituting a pledge of all or a portion of the Warrants or Warrant Shares to a lender under any fund level financing facility. (viii) Transfers pursuant to any tender offer, exchange offer, merger, consolidation, reclassification, reorganization, recapitalization or other similar transaction involving the Company or any of its Subsidiaries in which stockholders of the Company are offered, permitted or required to participate as holders of the Company’s IPO, a Stockholder will not Dispose of all or any portion of his interest Capital Stock; and (ix) Transfers that have been approved in writing by the Company without the prior consent of the Board of Directors; provided, however, that any Stockholder may, without such consent, Dispose, in good faith (not with a view to circumventing the restrictions hereunder), of all or any portion of such Stockholder’s interest in the Company (a) for estate planning purposes to such Stockholder’s Immediate Family Member, to a trust or similar vehicle for the primary benefit of such Stockholder or one or more of such Stockholder’s Immediate Family Members or to the personal representative, executor or administrator of the Stockholder’s estate; Board. (b) Upon surrender and delivery of the Warrants by the Holder or a Permitted Warrant Transferee thereof, together with a written assignment of the Warrant substantially in the form attached as Exhibit D to one the Warrants duly executed by the Holder and the Permitted Warrant Transferee and funds sufficient to pay any applicable transfer taxes (if any) payable upon the making of such Transfer, the Company shall (i) execute and deliver a new Warrant or more entities wholly owned or solely controlled by Warrants in the name of the original Holder and in the denominations specified in such Stockholderinstrument of Transfer, (ii) issue to the Transferor a new Warrant evidencing the portion of the Warrant, if any, not so Transferred, (iii) promptly cancel the original Warrant and (iv) take such Stockholder’s Immediate Family Members or any trusts or similar vehicles described in subsection (a) of this Section 4.6 so long other ministerial actions as reasonably necessary to accomplish and evidence such Transfer. Upon the share capital and control transfer of any Warrant Shares by the Holder or a Permitted Warrant Transferee, the Company shall promptly issue or cause to be delivered book entry shares for such entity remains solely Warrant Shares in accordance with Section 1.4 of the Stockholder, such Stockholder’s Immediate Family Members or any trusts or similar vehicles described in subsection (a) of this Section 4.6 (a “Controlled Entity”); Warrant. (c) in the case of a Stockholder which is a Controlled Entity, to one or more Persons who control the Stockholder; or (d) from one Stockholder to another Stockholder (each, a “Permitted Transfer,” and each transferee of a Permitted Transfer, a “Permitted Transferee”). Notwithstanding the foregoing, (i) except with respect to transfers permitted under the foregoing clause (d), such transferee will not be a Stockholder unless and until admitted as a Stockholder to this Agreement; and (ii) such transferee will be subject to the terms of this Agreement to the same extent as if such transferee were an original holder of such transferred The Warrant Shares. If at any time a Permitted Transferee who has not already been approved as a Stockholder ceases to qualify as a Permitted Transferee pursuant to the foregoing clauses (a), (b), (c) or (d), such transferee (x) will immediately transfer its interest in the Company back to the transferring Stockholder (or if the transferring Stockholder in not then a Stockholder or a Permitted Transferee of a Stockholder, then such transferee will immediately transfer its interest in the Company to the most recent transferor of such interest who is a Stockholder or a Permitted Transferee of a Stockholder), and all of the transferring Stockholder rights and obligations thereof, shall cause the transfer back to it of all the transferred interest in the Company and (y) will cease to have any rights as a Stockholder under this Agreement. Any Permitted Transfers by Permitted Transferees will be voidable freely transferable by the Board of Directors unless Holder to any person to which the Holder would be permitted to transfer or until a Permitted Transferee is a Stockholderassign its rights and obligations in compliance with all applicable federal and state securities laws.

Certain Permitted Transfers. Except as otherwise provided in this ArticleNotwithstanding anything to the contrary herein, prior but subject to compliance with Sections 8.01(b) through (e), from and after the later of (x) one hundred eighty (180) days following the consummation of the Company’s IPOIPO and (y) January 1, a Stockholder will not Dispose of all or 2020 (unless such time restriction is waived by the Managing Member in its sole discretion with respect to any portion of his interest in the Company without the prior consent of the Board of Directors; provided, however, that any Stockholder may, without such consent, Dispose, in good faith (not with a view to circumventing the restrictions hereunderproposed Transfer(s)), of all or any portion of such Stockholder’s interest in the Company following Transfers shall be permitted (a) for estate planning purposes to such Stockholder’s Immediate Family Member, to a trust or similar vehicle for the primary benefit of such Stockholder or one or more of such Stockholder’s Immediate Family Members or to the personal representative, executor or administrator of the Stockholder’s estate; (b) to one or more entities wholly owned or solely controlled by such Stockholder, such Stockholder’s Immediate Family Members or any trusts or similar vehicles described in subsection (a) of this Section 4.6 so long as the share capital and control of any such entity remains solely with the Stockholder, such Stockholder’s Immediate Family Members or any trusts or similar vehicles described in subsection (a) of this Section 4.6 (a “Controlled Entity”); (c) in the case of a Stockholder which is a Controlled Entity, to one or more Persons who control the Stockholder; or (d) from one Stockholder to another Stockholder (eachTransfer, a “Permitted Transfer,” and each transferee of a Permitted Transferand, the applicable Transferee, a “Permitted Transferee”). Notwithstanding ): (a) Any Transfer of Units to any Employee Holdco Member or Employee Holdco Member Member in connection with (x) the foregoing, (i) except with exercise of any repurchase or redemption right in respect to transfers permitted under the foregoing clause (d), of such transferee will not be a Stockholder unless and until admitted as a Stockholder to this Agreement; and (ii) Units of such transferee will be subject Employee Holdco Member or Employee Holdco Member Member pursuant to the terms of this the Employee Holdco I LLC Agreement, Employee Holdco II LLC Agreement to or Executive Holdco LLC Agreement, as applicable, (y) the same extent as if such transferee were an original holder exercise of any right of such transferred Shares. If at any time a Permitted Transferee who has not already been approved as a Stockholder ceases Employee Holdco Member or Employee Holdco Member Member to qualify as a Permitted Transferee be distributed such Units pursuant to the foregoing clauses terms of the Employee Holdco I LLC Agreement, Employee Holdco II LLC Agreement or Executive Holdco LLC Agreement, as applicable (aincluding in connection with an Exchange, Redemption or Employee Member Put Right hereunder), or (z) the liquidation, dissolution and/or winding up of any Employee Holdco Member; (b) Any Transfer of (i) membership interests in an Employee Holdco Member or (ii) Units, in each case, by or on behalf of an Executive Director (or one of his or her other Permitted Transferees) to its Family Members or Trusts (or back to such executive), ; (c) Any Transfer by any SL Member or any SL Related Entity to any SL Member or any SL Related Entity; (d), such transferee (x) will immediately transfer its interest in the Company back Any Transfer pursuant to the transferring Stockholder terms of Article IX; and (e) Any Transfer contemplated by Section 10.02 in connection with a PubCo Approved Change of Control or if the transferring Stockholder in not then a Stockholder or a Permitted Transferee of a Stockholder, then such transferee will immediately transfer its interest in the Company to the most recent transferor of such interest who is a Stockholder or a Permitted Transferee of a Stockholder), and the transferring Stockholder shall cause the transfer back to it of all the transferred interest in the Company and (y) will cease to have any rights as a Stockholder under this Agreement. Any Permitted Transfers by Permitted Transferees will be voidable by the Board of Directors unless or until a Permitted Transferee is a StockholderPubCo Approved Recap Transaction.

Certain Permitted Transfers. Except as otherwise provided Notwithstanding anything in this Article, prior to consummation of the Company’s IPO, a Stockholder will not Dispose of all or any portion of his interest in the Company without the prior consent of the Board of Directors; provided, however, that any Stockholder may, without such consent, Dispose, in good faith (not with a view to circumventing the restrictions hereunder), of all or any portion of such Stockholder’s interest in the Company (a) for estate planning purposes to such Stockholder’s Immediate Family Member, to a trust or similar vehicle for the primary benefit of such Stockholder or one or more of such Stockholder’s Immediate Family Members or to the personal representative, executor or administrator of the Stockholder’s estate; (b) to one or more entities wholly owned or solely controlled by such Stockholder, such Stockholder’s Immediate Family Members or any trusts or similar vehicles described in subsection (a) of this Section 4.6 so long as the share capital and control of any such entity remains solely with the Stockholder, such Stockholder’s Immediate Family Members or any trusts or similar vehicles described in subsection (a) of this Section 4.6 (a “Controlled Entity”); (c) in the case of a Stockholder which is a Controlled Entity, to one or more Persons who control the Stockholder; or (d) from one Stockholder to another Stockholder (each, a “Permitted Transfer,” and each transferee of a Permitted Transfer, a “Permitted Transferee”). Notwithstanding the foregoing, (i) except with respect to transfers permitted under the foregoing clause (d), such transferee will not be a Stockholder unless and until admitted as a Stockholder to this Agreement; and (ii) such transferee will be subject to the terms of this Agreement to the same extent as if such transferee were an original holder contrary, the restrictions contained in Section 3.3 of such transferred Shares. If at any time a Permitted Transferee who has this Agreement shall not already been approved as a Stockholder ceases to qualify as a Permitted Transferee pursuant apply to the foregoing transfers of Common Stock described in clauses (a), (b), ) and (c) below and the restrictions contained in Sections 3.4, 3.5 and 3.6 of this Agreement shall not apply to transfers of Common Stock described in any of the following clauses: (a) any transfer to a legal representative in the event any Stockholder who is an individual becomes mentally incompetent; (b) any transfer by Alpine to a corporation or other entity that owns, directly or indirectly, 100% of the equity of Alpine (an "Alpine Parent") or to any wholly-owned direct or indirect subsidiary of such Alpine Parent (an "Alpine Controlled Subsidiary"), it being understood with respect to such Alpine Controlled Subsidiary that the later sale, liquidation or spin-off of such Alpine Controlled Subsidiary or other transaction in which the Alpine Parent ceases to control, directly or indirectly, 100% of the equity of the Alpine Controlled Subsidiary would constitute an indirect sale of Common Stock, which sale may only be made in compliance with the terms and restrictions set forth in this Agreement; (c) any pledge by Alpine of the shares of Common Stock owned by it to any lender or trustee under any credit agreements or indentures with respect to borrowed money of Alpine or the Company; (d) any transfer without consideration by a Stockholder who is an individual to the spouse or issue of such Stockholder or to a trust of which there are no principal beneficiaries other than such Stockholder or the spouse or issue of such Stockholder; (e) any transfer by a Stockholder that is not an individual to a corporation or other entity that owns, directly or indirectly, 100% of the equity of such entity (a "Parent") or to any wholly-owned direct or indirect subsidiary of such Parent (a "Controlled Subsidiary"), it being understood with respect to such transferee Controlled Subsidiary that the later sale, liquidation or spin-off of such Controlled Subsidiary or other transaction in which the Parent ceases to control, directly or indirectly, 100% of the equity of the Controlled Subsidiary would constitute an indirect sale of Common Stock, which sale may only be made in compliance with the terms and restrictions set forth in this Agreement; (xf) will immediately any transfer its interest in between Stockholders; or (g) any transfer by a Stockholder to the Company back pursuant to the transferring Stockholder (or if the transferring Stockholder in not then a Stockholder or a Permitted Transferee of a Stockholder, then such transferee will immediately transfer its interest in the Company to the most recent transferor of such interest who is a Stockholder or a Permitted Transferee of a Stockholder), and the transferring Stockholder shall cause the transfer back to it of all the transferred interest in any agreement between the Company and such Stockholder; provided that in the cases of (ya) will cease through (f), each transferee agrees in writing to have any rights as a Stockholder under this Agreement. Any Permitted Transfers by Permitted Transferees will be voidable by take such Common Stock subject to, and to comply with, the Board of Directors unless or until a Permitted Transferee is a Stockholder.restrictions on transfer contained in this

Certain Permitted Transfers. Except as otherwise provided Notwithstanding anything to the contrary contained in this Article, prior to consummation of the Company’s IPO, a Stockholder will not Dispose of all or any portion of his interest in the Company without the prior consent of the Board of Directors; provided, however, that any Stockholder may, without such consent, Dispose, in good faith (not with a view to circumventing the restrictions hereunder), of all or any portion of such Stockholder’s interest in the Company Investment Agreement: (a) The restrictions imposed by this Investment Agreement shall not apply whenever and for estate planning purposes so long as the closing price of the Parent Common Stock as publicly reported by the Nasdaq Global Market has remained at $50.00 or greater for a period of at least five (5) consecutive Business Days. (b) (i) If the undersigned is a partnership, then the undersigned may Transfer Securities to a partner of such Stockholderpartnership; (ii) if the undersigned is a limited liability company, then the undersigned may Transfer Securities to a member of such limited liability company, (iii) if the undersigned is an individual, then the undersigned may Transfer Securities by gift, will, or intestate succession to the undersigned’s Immediate Family MemberFamily, to a trust the beneficiaries of which are exclusively the undersigned and/or a member or similar vehicle for members of the primary benefit undersigned’s Immediate Family, to a partnership, the partners of such Stockholder which are exclusively the undersigned and/or a member or one or more members of such Stockholderthe undersigned’s Immediate Family Members and/or a charity; and (iv) the undersigned may Transfer Securities to an affiliate (as such term is defined in Rule 144(a) of the regulations under the Securities Act of 1933, as amended) of the undersigned, provided that in each case it shall be a condition to any such Transfer that may occur pursuant to this Section 4(b) on or prior to the personal representative, executor or administrator of date 180 days after the Stockholder’s estate; (b) to one or more entities wholly owned or solely controlled by such Stockholder, such Stockholder’s Immediate Family Members or any trusts or similar vehicles described in subsection (a) of this Section 4.6 so long as the share capital and control of any such entity remains solely with the Stockholder, such Stockholder’s Immediate Family Members or any trusts or similar vehicles described in subsection (a) of this Section 4.6 (a “Controlled Entity”); (c) in the case of a Stockholder which is a Controlled Entity, to one or more Persons who control the Stockholder; or (d) from one Stockholder to another Stockholder (each, a “Permitted Transfer,” and each transferee of a Permitted Transfer, a “Permitted Transferee”). Notwithstanding the foregoing, Closing Date that (i) except each applicable transferee in connection with respect to transfers permitted under the foregoing clause (d), such Transfer execute an agreement stating that such transferee will not is receiving and holding the Securities subject to the provisions of this Investment Agreement, and there shall be a Stockholder unless and until admitted as a Stockholder to no further Transfer of such Securities except in accordance with this Investment Agreement; and , (ii) each applicable transferee in connection with such Transfer certifies in writing to Parent that such transferee will be subject to is bound by the terms of this Investment Agreement to the same extent as if such transferee were an had been bound by this Investment Agreement from the original holder date of this Investment Agreement and (iii) no filing by any party (transferee or transferor thereof) under Section 16(a) of or Regulation 13D-G under the Securities Exchange Act of 1934, as amended, shall be required or shall be made voluntarily in connection with such transferred Shares. If at Transfer. (c) The restrictions imposed by this Investment Agreement shall not apply to any time a Permitted Transferee who has not already been approved as a Stockholder ceases to qualify as a Permitted Transferee Transfer of any Indemnity Escrow Shares or any Working Capital Escrow Shares from the Escrow Account pursuant to the foregoing clauses (a)express terms of the Escrow Agreement or otherwise with the consent of Parent, (b)whether such Transfer from the Escrow Account is to Parent, (c) or (d)Pace, such transferee (x) will immediately transfer its interest in the Company back to the transferring Stockholder (or if the transferring Stockholder in not then a any other Stockholder or a Permitted Transferee of a Stockholder, then such transferee will immediately transfer its interest in the Company to the most recent transferor of such interest who is a Stockholder or a Permitted Transferee of a Stockholder), and the transferring Stockholder shall cause the transfer back to it of all the transferred interest in the Company and (y) will cease to have any rights as a Stockholder under this Agreement. Any Permitted Transfers by Permitted Transferees will be voidable by the Board of Directors unless or until a Permitted Transferee is a Stockholderother Person.

Certain Permitted Transfers. Except as otherwise provided in this ArticleNotwithstanding anything to the contrary herein, prior to consummation of the Company’s IPO, a Stockholder will not Dispose of all or any portion of his interest in the Company without the prior consent of the Board of Directors; provided, however, that any Stockholder may, without such consent, Dispose, in good faith (not with a view to circumventing the restrictions hereunder), of all or any portion of such Stockholder’s interest in the Company following Transfers shall be permitted: (a) for estate planning purposes to such Stockholder’s Immediate Family Member, Any Transfer by any Member of its Units pursuant to a trust Pubco Offer (as such term is defined in the Exchange Agreement) or similar vehicle for Disposition Event (as such term is defined in the primary benefit certificate of such Stockholder or one or more incorporation of such Stockholder’s Immediate Family Members or to the personal representative, executor or administrator of the Stockholder’s estate; Pubco); (b) At any time, any Transfer by any SL Member of Units to one any Transferee; provided that such Transfer, alone or together with other Transfers by any SL Member and any Transferee thereof, would not result in all SL Members and their Transferees, in the aggregate, representing at any time more entities wholly owned or solely controlled by such Stockholderthan four partners for the purposes of Treasury Regulation Section 1.7704-1(h)(1)(ii), such Stockholder’s Immediate Family Members or any trusts or similar vehicles described in subsection (a) including the application of the anti-avoidance rule of Treasury Regulation Section 1.7704-1(h)(3), excluding Pubco from the four partners for purposes of this Section 4.6 so long as the share capital and control of any such entity remains solely with the Stockholder, such Stockholder’s Immediate Family Members or any trusts or similar vehicles described in subsection (a) of this Section 4.6 (a “Controlled Entity”8.02(b); ; (c) At any time, any Transfer by any Member (other than any SL Member) of Units to any Transferee (i) previously approved in writing by the case Company prior to the Reorganization or (ii) approved in writing by the Managing Member (not to be unreasonably withheld), it being understood that it shall be reasonable for the Managing Member to withhold such consent if the Managing Member reasonably determines that such Transfer would materially increase the risk that the Company would be classified as a “publicly traded partnership” as that term is defined in Section 7704 of a Stockholder which is a Controlled Entity, to one or more Persons who control the StockholderCode and Regulations promulgated thereunder; or or (d) from one Stockholder Any Transfer of Units to another Stockholder any Employee Holdco Member in connection with (each, a “Permitted Transfer,” and each transferee x) the exercise of a Permitted Transfer, a “Permitted Transferee”). Notwithstanding the foregoing, (i) except with any repurchase right in respect to transfers permitted under the foregoing clause (d), of such transferee will not be a Stockholder unless and until admitted as a Stockholder to this Agreement; and (ii) such transferee will be subject Units by Employee Holdco pursuant to the terms of this Agreement to the same extent as if such transferee were an original holder Employee Holdco LLC Agreement, (y) the exercise of any right of such transferred Shares. If at any time a Permitted Transferee who has not already been approved as a Stockholder ceases Employee Holdco Member to qualify as a Permitted Transferee be distributed such Units pursuant to the foregoing clauses (a), (b), (c) terms of the Employee Holdco LLC Agreement or (d)z) the liquidation, such transferee dissolution and/or winding up of Employee Holdco. (xe) will immediately transfer its interest in the Company back to the transferring Stockholder (or if the transferring Stockholder in not then a Stockholder or a Permitted Transferee Any Transfer of a Stockholder, then such transferee will immediately transfer its interest in the Company to the most recent transferor of such interest who is a Stockholder or a Permitted Transferee of a Stockholder), and the transferring Stockholder shall cause the transfer back to it of all the transferred interest in the Company and (y) will cease to have any rights as a Stockholder under this Agreement. Any Permitted Transfers by Permitted Transferees will be voidable Units held by the Board of Directors unless or until a Permitted Transferee is a StockholderEmployee Trust to any Employee Trust Beneficiary.

Certain Permitted Transfers. Except as otherwise provided in this Article, prior to consummation The Company and the Securityholders ---------------------------- acknowledge and agree that any of the Company’s IPO, a Stockholder will not Dispose of all or any portion of his interest following Transfers shall be deemed to be in the Company without the prior consent of the Board of Directors; provided, however, that any Stockholder may, without such consent, Dispose, compliance with this Agreement (subject in good faith (not each case to compliance with a view to circumventing the restrictions hereunder), of all or any portion of such Stockholder’s interest in the Company applicable securities laws): (a) for estate planning purposes subject to such Stockholder’s Immediate Family MemberSection 4.6 and 9.6 hereof, to a trust Transfer in accordance with the provisions of Section 4.3, 4.5, 4.7 or similar vehicle for the primary benefit of such Stockholder 4.8 or one or more of such Stockholder’s Immediate Family Members or Article 5 hereof, pursuant to the personal representativeredemption provisions applicable to the Series A Preferred Stock, executor Series B Preferred Stock or administrator of the Stockholder’s estate; Series C Preferred Stock as in effect from time to time, or through a sale in a registered offering in accordance with Article 6 hereof; (b) subject to one Section 4.6 and 9.6 hereof, a Transfer (i) upon the death of a Securityholder or of a Beneficial Owner of shares of Series C Preferred Stock to his executors, administrators and testamentary trustees and beneficiaries of his estate or (ii) by the PNA Holder to not more entities wholly owned or solely controlled by such Stockholder, such Stockholder’s Immediate Family Members than 15 employees of the PNA Holder or any trusts or similar vehicles described of the PNA Holder's Affiliates (subject in subsection (a) of this Section 4.6 so long as the share capital and control of any such entity remains solely each case to compliance with the Stockholder, such Stockholder’s Immediate Family Members or any trusts or similar vehicles described in subsection (a) of this Section 4.6 (a “Controlled Entity”applicable securities laws); ; (c) subject to Section 4.6 and 9.6 hereof, a Transfer to (x) an Affiliate or (y) to members, partners, limited partners, or stockholders of a Securityholder in the case event of a Stockholder which is liquidation or other distribution of or by such Securityholder, or (z) made for nominal consideration or as a Controlled Entity, gift to one or more Persons who control any of the StockholderSecurityholder's Family Group Members; or and (d) from one Stockholder subject to another Stockholder Section 4.6 and 9.6 hereof, any Transfer by any of the Series C Holders (eachor any member thereof) to any other Series C Holder or by any Beneficial Owner of shares of Series C Preferred Stock to any other Beneficial Owner of shares of Series C Preferred Stock or to any of their respective members, partners or stockholders or any Family Group Members (any such transferee, together with any transferee pursuant to Section 4.2(b) and (c), being a “Permitted Transfer,” and each transferee of a Permitted Transfer, a “"Permitted Transferee”"). Notwithstanding ; -------------------- (e) anything herein to the foregoingcontrary notwithstanding, in the event that any Securityholder or any of its Affiliates shall deliver to the Company an opinion of counsel to such Securityholder or such Affiliate, as the case may be, to the effect that if such Securityholder or such Affiliate, as the case may be, shall continue to hold some or all of the Warrants or Shares held by it, there is a material risk that such ownership will result in the violation of any statute, regulation or rule of any governmental authority (i) except with respect to transfers permitted including, without limitation, Regulation Y promulgated under the foregoing clause Bank Holding Company Act of 1956, as amended (dthe "BHCA")), such transferee will not be ---- Securityholder or such Affiliate (a Stockholder unless "Regulated Holder"), ----------------- as the case may be, may exchange its Shares or Warrants, as herein provided. The Company shall cooperate with such Securityholder or such Affiliate as the case may be, in exchanging all or any (f) any pledge of a Series C Holder Beneficial Interest to secure any bona fide indebtedness, but in each case subject to Section 4.6 and until admitted as a Stockholder to this Agreement; and (ii) such transferee will provided that the lender acknowledges in writing that any sale or Transfer of the pledged Series C Beneficial Interests shall be subject to the terms provisions of this Agreement and that it shall not have the right to take title, sell or exercise any rights of ownership of the same extent as if such transferee were an original holder pledged Series C Holder Beneficial Interests without first having complied with the provisions of such transferred Shares. If at any time a Permitted Transferee who has not already been approved as a Stockholder ceases to qualify as a Permitted Transferee pursuant to the foregoing clauses Article IV hereof (a), (b), (c) or (d), such transferee (x) will immediately transfer its interest in the Company back to the transferring Stockholder (or if the transferring Stockholder in not then a Stockholder or a Permitted Transferee of a Stockholder, then such transferee will immediately transfer its interest in the Company to the most recent transferor of such interest who is a Stockholder or a Permitted Transferee of a Stockholder), it being agreed and the transferring Stockholder shall cause the transfer back to it of all the transferred interest in understood among the Company and (y) will cease the Securityholders that any transfer of title or sale of such pledged interests to have any rights as Series C Holder or any holder of a Stockholder under this Agreement. Any Permitted Transfers by Permitted Transferees will Series C Holder Beneficial Interest shall not be voidable by subject to the Board provisions of Directors unless or until a Permitted Transferee is a StockholderSection 4.3).

Certain Permitted Transfers. Except as otherwise provided expressly permitted by Section 8.04, but subject to compliance with Sections 8.01(b) through (e), from and after the date that is the earlier of (i) one hundred eighty (180) days following the Restatement Date (unless such time restriction is waived by the Manager in this Article, prior its sole discretion with respect to consummation of the Company’s IPO, a Stockholder will not Dispose of all or any portion of his interest in the Company without the prior consent of the Board of Directorsproposed Transfer(s); provided, however, that any Stockholder may, without if such consent, Dispose, in good faith (not with a view to circumventing restriction is waived by the restrictions hereunder), of all or any portion of such Stockholder’s interest in the Company (a) for estate planning purposes to such Stockholder’s Immediate Family Member, to a trust or similar vehicle for the primary benefit of such Stockholder or one or more of such Stockholder’s Immediate Family Members or to the personal representative, executor or administrator of the Stockholder’s estate; (b) to one or more entities wholly owned or solely controlled by such Stockholder, such Stockholder’s Immediate Family Members or any trusts or similar vehicles described in subsection (a) of this Section 4.6 so long as the share capital and control of any such entity remains solely with the Stockholder, such Stockholder’s Immediate Family Members or any trusts or similar vehicles described in subsection (a) of this Section 4.6 (a “Controlled Entity”); (c) in the case of a Stockholder which is a Controlled Entity, to one or more Persons who control the Stockholder; or (d) from one Stockholder to another Stockholder (each, a “Permitted Transfer,” and each transferee of a Permitted Transfer, a “Permitted Transferee”). Notwithstanding the foregoing, (i) except Manager with respect to transfers permitted under the foregoing clause (d)any Member, such transferee will not restriction shall be a Stockholder unless waived with respect to the SLP Investor, Riverwood Investors and until admitted as a Stockholder Level Equity Investors to this Agreement; the same extent, taking into account the aggregate Common Units and shares of Class A Common Stock held by such SLP Investor, Riverwood Investors and Level Equity Investors) and (ii) any Lock-Up Period Early Release Date (with respect to Lock-Up Shares subject to the corresponding Lock-Up Period Early Release), the following Transfers shall be permitted: (a) Any Transfer of Units to Management Holdco or a Management Holdco Member in connection with (x) the exercise of any repurchase or redemption right in respect of such transferee will be subject Units of Management Holdco or such Management Holdco Member pursuant to the terms of this Agreement the Management Holdco LLC Agreement, (y) the exercise of any right of Management Holdco or such Management Holdco Member to the same extent as if be distributed such transferee were an original holder of such transferred Shares. If at any time a Permitted Transferee who has not already been approved as a Stockholder ceases to qualify as a Permitted Transferee Units pursuant to the foregoing clauses terms of the Management Holdco LLC Agreement (aincluding in connection with a redemption, repurchase or forfeiture of their Employee Units), or (z) the liquidation, dissolution and/or winding up of Management Holdco; (b), ) Any Transfer pursuant to Section 3.08; (c) Any Transfer by SLP Investor or any SLP Related Entity to SLP Investor or any SLP Related Entity; (d), such transferee ) Any Transfer by any Riverwood Investor or any Riverwood Related Entity to any Riverwood Investor or any Riverwood Related Entity; (xe) will immediately transfer its interest in the Company back Any Transfer by any Level Equity Investor or any Level Equity Related Entity to any Level Equity Investor or any Level Equity Related Entity; (f) Any Transfer pursuant to the transferring Stockholder terms of Article IX; and (g) Any Transfer contemplated by Section 10.02 in connection with a PubCo Approved Change of Control or if the transferring Stockholder in not then a Stockholder or a Permitted Transferee of a Stockholder, then such transferee will immediately transfer its interest in the Company to the most recent transferor of such interest who is a Stockholder or a Permitted Transferee of a Stockholder), and the transferring Stockholder shall cause the transfer back to it of all the transferred interest in the Company and (y) will cease to have any rights as a Stockholder under this Agreement. Any Permitted Transfers by Permitted Transferees will be voidable by the Board of Directors unless or until a Permitted Transferee is a StockholderPubCo Approved Recap Transaction.

Certain Permitted Transfers. Except as otherwise provided in this ArticleNotwithstanding anything to the contrary herein, prior but subject to consummation of the Company’s IPO, a Stockholder will not Dispose of all or any portion of his interest in the Company without the prior consent of the Board of Directors; provided, however, that any Stockholder may, without such consent, Dispose, in good faith compliance with Sections 8.01(b) through (not with a view to circumventing the restrictions hereundere), of all or any portion of such Stockholder’s interest in the Company following Transfers shall be permitted (a) for estate planning purposes to such Stockholder’s Immediate Family Member, to a trust or similar vehicle for the primary benefit of such Stockholder or one or more of such Stockholder’s Immediate Family Members or to the personal representative, executor or administrator of the Stockholder’s estate; (b) to one or more entities wholly owned or solely controlled by such Stockholder, such Stockholder’s Immediate Family Members or any trusts or similar vehicles described in subsection (a) of this Section 4.6 so long as the share capital and control of any such entity remains solely with the Stockholder, such Stockholder’s Immediate Family Members or any trusts or similar vehicles described in subsection (a) of this Section 4.6 (a “Controlled Entity”); (c) in the case of a Stockholder which is a Controlled Entity, to one or more Persons who control the Stockholder; or (d) from one Stockholder to another Stockholder (eachTransfer, a “Permitted Transfer,” and each transferee of a Permitted Transferand, the applicable Transferee, a “Permitted Transferee”). Notwithstanding the foregoing, ): (a) Any Transfer of Units to any Employee Holdco Member or Employee Holdco Member Member in connection with (i) except with the exercise of any repurchase or redemption right in respect to transfers permitted under the foregoing clause (d), of such transferee will not be a Stockholder unless and until admitted as a Stockholder to this Agreement; and (ii) Units of such transferee will be subject Employee Holdco Member or Employee Holdco Member Member pursuant to the terms of this Agreement to the same extent as if such transferee were an original holder applicable organizational documents of such transferred Shares. If at Employee Holdco Member, (ii) the exercise of any time a Permitted Transferee who has not already been approved as a Stockholder ceases right of such Employee Holdco Member or Employee Holdco Member Member to qualify as a Permitted Transferee be distributed such Units pursuant to the foregoing clauses terms of the applicable organizational documents of such Employee Holdco Member (a)including in connection with a Redemption) or (iii) the liquidation, dissolution and/or winding up of any Employee Holdco Member; (b) Any Transfer of (i) membership interests in an Employee Holdco Member or (ii) Units, in each case, by or on behalf of an Employee Member (or one of his or her other Permitted Transferees) to its Family Members or Trusts (or back to such Employee Member), ; (c) Any Transfer by any Endeavor Member or any of their Affiliates that is permitted pursuant to the terms of the Governance Agreement; (d), such transferee (x) will immediately transfer its interest in the Company back Any Transfer pursuant to the transferring Stockholder terms of Article IX; and (or if the transferring Stockholder in not then a Stockholder or a Permitted Transferee e) Any Transfer by any Endeavor Member to any Affiliate of a Stockholder, then such transferee will immediately transfer its interest in the Company to the most recent transferor of such interest who is a Stockholder or a Permitted Transferee of a Stockholder), and the transferring Stockholder shall cause the transfer back to it of all the transferred interest in the Company and (y) will cease to have any rights as a Stockholder under this Agreement. Any Permitted Transfers by Permitted Transferees will be voidable by the Board of Directors unless or until a Permitted Transferee is a Stockholderan Endeavor Member.