Common use of Limitations on Transfer Clause in Contracts

Limitations on Transfer. Each Principal Stockholder agrees that he or it will not, without the prior written consent of Purchaser, (a) directly or indirectly, sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option, commitment or other arrangement or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, any of the Owned Shares or any securities convertible into or exchangeable for common stock of Seller, and (b) take any action that would prohibit, prevent or preclude such Principal Stockholder from performing its obligations under this Agreement, including, without limitation, the granting of a power of attorney with respect to the Owned Shares, depositing the Owned Shares in a voting trust or entering into any other stockholder voting agreements with respect to the Owned Shares, provided, however, that a Principal Stockholder may transfer any of its Owned Shares to a Permitted Transferee without the prior written consent of Purchaser if such Permitted Transferee executes a counterpart of this Agreement agreeing to be bound by this Agreement and agrees in writing to hold such Owned Shares (or interest in such Owned Shares) subject to all of the terms and provisions of this Agreement, provided that the Principal Stockholder shall remain liable under this Agreement in all respects. Each Principal Stockholder further agrees that this Agreement and each Principal Stockholder’s obligations hereunder shall attach to such Principal Stockholder’s Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares may pass, whether by operation of law or otherwise, including without limitation such Principal Stockholder’s heirs, guardians, administrators or successors. Each Principal Stockholder further covenants and agrees not to request that Seller register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Principal Stockholder’s Owned Shares, unless such transfer is made in compliance with this Agreement and acknowledges that Purchaser and Seller may notify Seller’s transfer agent of the terms hereof. Each Principal Stockholder agrees, if requested by Purchaser, that such Principal Stockholder shall tender its Owned Shares for the inscription of a legend consistent with this Agreement.

Limitations on Transfer. Each Principal Stockholder agrees that he or it will not, without the prior written consent of Purchaser, (a) directly or indirectlyNotwithstanding any other provision of this Warrant Agreement, sellthe Warrants, transferand the Common Shares issuable upon exercise thereof, pledgehave not been registered under the Securities Act and, assign accordingly, may not be resold or otherwise dispose transferred within the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act), except as set forth in the following sentence. The Warrant Holders may not sell or enter into transfer any contractWarrants in the absence of an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act. By accepting a Warrant (whether at initial issuance or pursuant to a Transfer thereof), optionthe recipient thereof agrees (A) that, commitment or other arrangement or understanding with respect prior to the sale, transfer, pledge, assignment or other disposition of, any expiration of the Owned Shares applicable holding period pursuant to Rule 144 under the Securities Act, it will not resell or otherwise transfer such Warrants except (1) to the Company or any securities convertible into Subsidiary thereof or exchangeable for common stock (2) in accordance with an exemption from the registration requirements of Sellerthe Securities Act (and based upon an opinion of counsel if the Company or the Warrant Agent so requests), and (bB) take to inform any action that would prohibitsubsequent Warrant Holder of the limitations on Transfer set forth in this Section 2.06, prevent or preclude and shall instruct and direct each such Principal Stockholder from performing its obligations under this Agreement, including, without limitation, the granting of a power of attorney with respect Warrant Holder to conform to the Owned Shares, depositing restrictions set forth herein and shall maintain any applicable legends in its books and records. Any attempted or purported Transfer of all or a portion of the Owned Shares Warrants held by a Warrant Holder in a voting trust or entering into any other stockholder voting agreements with respect to the Owned Shares, provided, however, that a Principal Stockholder may transfer any of its Owned Shares to a Permitted Transferee without the prior written consent of Purchaser if such Permitted Transferee executes a counterpart violation of this Agreement agreeing to Section 2.06 shall be bound by this Agreement null and agrees in writing to hold void and of no force or effect whatsoever, such Owned Shares (or interest in such Owned Shares) subject to all purported transferee will not be treated as an owner of the terms and provisions Warrants for purposes of this Agreement, provided that the Principal Stockholder shall remain liable under this Warrant Agreement in all respects. Each Principal Stockholder further agrees that this Agreement and each Principal Stockholder’s obligations hereunder shall attach to such Principal Stockholder’s Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares may pass, whether by operation of law or otherwise, including without limitation and the Warrant Agent will not register such Principal Stockholder’s heirs, guardians, administrators or successorsTransfer in the Warrant Register. Each Principal Stockholder further covenants and agrees not to request that Seller register The Common Shares issuable in connection with the transfer (book-entry or otherwiseexercise of a Warrant shall be issued in accordance with Section 3.05(b) of any certificate or uncertificated interest representing any of such Principal Stockholder’s Owned Shares, unless such transfer is made in compliance with this Agreement and acknowledges that Purchaser and Seller may notify Seller’s transfer agent of the terms hereof. Each Principal Stockholder agreesThe Warrant Agent shall not be under any duty or responsibility to ensure compliance by the Company, if requested by Purchaser, that such Principal Stockholder shall tender its Owned Shares for the inscription of a legend consistent any Warrant Holder or any other Person with this Agreementany applicable U.S. federal or state securities laws.

Limitations on Transfer. Each Until the termination of this Agreement pursuant to Section 12 hereof, each Principal Stockholder agrees that he he, she or it will not, without the prior written consent of PurchaserBuyer, (a) directly or indirectly, sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option, commitment or other arrangement or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, any of the Owned Shares except as specifically permitted on Schedule I, or any securities convertible into or exchangeable for common stock of SellerParent, and (b) take any action that would prohibit, prevent or preclude such Principal Stockholder from performing its obligations under this Agreement, including, without limitation, the granting of a power of attorney with respect to the Owned Shares, depositing the Owned Shares in a voting trust or entering into any other stockholder voting agreements with respect to the Owned Shares, provided, however, that a Principal Stockholder may transfer any of its Owned Shares to a Permitted Transferee without the prior written consent of Purchaser Buyer if such Permitted Transferee executes a counterpart of this Agreement agreeing to be bound by this Agreement and agrees in writing to hold such Owned Shares (or interest in such Owned Shares) subject to all of the terms and provisions of this Agreement, provided that the Principal Stockholder shall remain liable under this Agreement in all respects. Each Principal Stockholder further agrees that Until the termination of this Agreement and pursuant to Section 12 hereof, each Principal Stockholder’s obligations hereunder shall attach to such Principal Stockholder’s Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares may pass, whether by operation of law or otherwise, including without limitation such Principal Stockholder’s heirs, guardians, administrators or successors. Each Principal Stockholder further covenants and agrees not to request that Seller Parent register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Principal Stockholder’s Owned Shares, unless such transfer is made in compliance with this Agreement and acknowledges that Purchaser Buyer and Seller Parent may notify SellerParent’s transfer agent of the terms hereof. Each Until the termination of this Agreement pursuant to Section 12 hereof, each Principal Stockholder agrees, if requested by PurchaserBuyer, that such Principal Stockholder shall tender its Owned Shares for the inscription of a legend consistent with this Agreement.

Limitations on Transfer. Each Principal Stockholder agrees that he or it will not, without the prior written consent of Purchaser, (a) directly or indirectly, sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option, commitment or other arrangement or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, any of the Owned Shares or any securities convertible into or exchangeable for common stock of Seller, and (b) take any action that would prohibit, prevent or preclude such Principal Stockholder from performing its obligations under this Agreement, including, without limitation, the granting of a power of attorney with respect to the Owned Shares, depositing the Owned Shares in a voting trust or entering into any other stockholder voting agreements with respect to the Owned Shares, provided, however, that a Principal Stockholder may transfer any of its Owned Shares to a Permitted Transferee without the prior written consent of Purchaser if such Permitted Transferee executes a counterpart of this Agreement agreeing to be bound by this Agreement and agrees in writing to hold such Owned Shares (or interest in such Owned Shares) subject to all of the terms and provisions of this Agreement, provided that the Principal Stockholder shall remain liable under this Agreement in all respects. Each Principal Stockholder further agrees that this Agreement and each Principal Stockholder’s 's obligations hereunder shall attach to such Principal Stockholder’s 's Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares may pass, whether by operation of law or otherwise, including without limitation such Principal Stockholder’s 's heirs, guardians, administrators or successors. Each Principal Stockholder further covenants and agrees not to request that Seller register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Principal Stockholder’s 's Owned Shares, unless such transfer is made in compliance with this Agreement and acknowledges that Purchaser and Seller may notify Seller’s 's transfer agent of the terms hereof. Each Principal Stockholder agrees, if requested by Purchaser, that such Principal Stockholder shall tender its Owned Shares for the inscription of a legend consistent with this Agreement.

Limitations on Transfer. Each Principal Stockholder agrees that he he, she or it will not, without the prior written consent of PurchaserParent, (a) directly or indirectly, sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option, commitment or other arrangement or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, any of the Owned Shares Shares, or any securities convertible into or exchangeable for common stock of SellerShares, and or (b) take any action that would prohibit, prevent or preclude such Principal Stockholder from performing his, her or its obligations under this Agreement, including, without limitation, the granting of a power of attorney with respect to the Owned Shares, depositing the Owned Shares in a voting trust or entering into any other stockholder voting agreements with respect to the Owned Shares, provided, however, that a Principal Stockholder may transfer any of its Owned Shares to a Permitted Transferee without the prior written consent of Purchaser Parent if such Permitted Transferee executes a counterpart of this Agreement agreeing to be bound by this Agreement and agrees in writing to hold such Owned Shares (or interest in such Owned Shares) subject to all of the terms and provisions of this Agreement, provided that the Principal Stockholder shall remain liable under this Agreement in all respects. Each Principal Stockholder further agrees that this Agreement and each Principal Stockholder’s obligations hereunder shall attach to such Principal Stockholder’s Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares may pass, whether by operation of law or otherwise, including without limitation such Principal Stockholder’s heirs, guardians, administrators or successors. Each Principal Stockholder further covenants and agrees not to request that Seller the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Principal Stockholder’s Owned Shares, unless such transfer is made in compliance with this Agreement and acknowledges that Purchaser Parent and Seller the Company may notify Sellerthe Company’s transfer agent agent, if any, of the terms hereof. Each Principal Stockholder agrees, if requested by PurchaserParent, that such Principal Stockholder shall tender its Owned Shares for the inscription of a legend consistent with this Agreement.

Limitations on Transfer. Each Principal Stockholder agrees THE BENEFICIAL INTEREST OF A BENEFICIARY MAY NOT BE TRANSFERRED OTHER THAN BY WILL, INTESTATE SUCCESSION OR OPERATION OF LAW; provided that he a Beneficiary shall be allowed to assign or it will nottransfer a Beneficial Interest held by a tax-qualified employee retirement plan or account (including a regular XXX, without a Xxxxx plan or a 401(k) plan) to the prior plan participant or account owner, but only if and to the extent that (x) a distribution from the plan or account is required to be made in order to satisfy the required minimum distribution (“RMD”) provisions applicable to such plan or account, and (y) such RMD requirements cannot be satisfied by distributing other assets from such plan or account, or from other accounts of such account owner; and further provided, that the executor or administrator of the estate of a Beneficiary may mortgage, pledge, grant a security interest in, hypothecate or otherwise encumber, the Beneficial Interest held by the estate of such Beneficiary if necessary in order to borrow money to pay estate, succession or inheritance taxes or the expenses of administering the estate of the Beneficiary, upon written notice to and upon written consent of Purchaserthe Trustees, (a) directly which consent may be withheld in the Trustees’ sole discretion. Furthermore, except as may be otherwise required by law, the Beneficial Interests of the Beneficiaries hereunder shall not be subject to attachment, execution, sequestration or indirectlyany order of a court, sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option, commitment or other arrangement or understanding with respect nor shall such interests be subject to the salecontracts, transferdebts, pledgeobligations, assignment engagements or other disposition ofliabilities of any Beneficiary. The interest of a Beneficiary shall be paid by the Trustees to the Beneficiary free and clear of all assignments, any attachments, anticipations, levies, executions, decrees and sequestrations and shall become the property of the Owned Shares or any securities convertible into or exchangeable for common stock of Seller, and (b) take any action that would prohibit, prevent or preclude Beneficiary only when actually received by such Principal Stockholder from performing its obligations under this Agreement, including, without limitation, the granting of a power of attorney with respect to the Owned Shares, depositing the Owned Shares in a voting trust or entering into any other stockholder voting agreements with respect to the Owned Shares, provided, however, that a Principal Stockholder may transfer any of its Owned Shares to a Permitted Transferee without the prior written consent of Purchaser if such Permitted Transferee executes a counterpart of this Agreement agreeing to be bound by this Agreement and agrees in writing to hold such Owned Shares (or interest in such Owned Shares) subject to all of the terms and provisions of this Agreement, provided that the Principal Stockholder shall remain liable under this Agreement in all respects. Each Principal Stockholder further agrees that this Agreement and each Principal Stockholder’s obligations hereunder shall attach to such Principal Stockholder’s Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares may pass, whether by operation of law or otherwise, including without limitation such Principal Stockholder’s heirs, guardians, administrators or successors. Each Principal Stockholder further covenants and agrees not to request that Seller register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Principal Stockholder’s Owned Shares, unless such transfer is made in compliance with this Agreement and acknowledges that Purchaser and Seller may notify Seller’s transfer agent of the terms hereof. Each Principal Stockholder agrees, if requested by Purchaser, that such Principal Stockholder shall tender its Owned Shares for the inscription of a legend consistent with this AgreementBeneficiary.

Limitations on Transfer. Each Principal Stockholder (a) Xx. Xxxxxxxx agrees that until the earlier of (i) the Closing Date and (ii) the date of termination of the Merger Agreement in accordance with its terms, he or it will not, without the prior written consent of Purchaser, FCN prior to the Closing Date (a) directly or indirectly, sell, transfer, pledge, assign or otherwise dispose ofof any of the Owned Shares or any securities convertible into or exchangeable for DG Common Stock, or enter into any contract, option, commitment or other arrangement or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, of any of the Owned Shares or any securities convertible into or exchangeable for common stock DG Common Stock (except to the extent relating to a sale, transfer, pledge, assignment or other disposition of Sellerthe Owned Shares after the Closing Date), and or (b) take any action that would prohibit, prevent or preclude such Principal Stockholder him from performing its obligations under this Agreement, including, without limitation, the granting of a power of attorney with respect to the Owned Shares, depositing the Owned Shares in a voting trust or entering into any other stockholder voting agreements with respect to the Owned Shares, provided, however, that a Principal Stockholder he may freely transfer any of its his Owned Shares to a Permitted Transferee without the prior written consent of Purchaser if such Permitted Transferee executes a counterpart of this Agreement agreeing to be bound by this Agreement and agrees in writing to hold such Owned Shares (or interest in such Owned Shares) subject to all of the terms and provisions of this Agreement, provided that the Principal Stockholder Xx. Xxxxxxxx shall remain liable under this Agreement in all respects. Each Principal Stockholder Xx. Xxxxxxxx further agrees that this Agreement and each Principal Stockholder’s his obligations hereunder shall attach to such Principal Stockholder’s his Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares may pass, whether by operation of law or otherwise, including without limitation such Principal Stockholder’s Xx. Xxxxxxxx'x heirs, guardians, administrators or successors. Each Principal Stockholder Xx. Xxxxxxxx further covenants and agrees not to request that Seller DG register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Principal Stockholder’s Xx. Xxxxxxxx'x Owned Shares, unless such transfer is made in compliance with this Agreement and acknowledges that Purchaser and Seller DG may notify Seller’s DG's transfer agent of the terms hereof. Each Principal Stockholder agrees, if requested by Purchaser, that such Principal Stockholder shall tender its Owned Shares for the inscription of a legend consistent with this Agreement.

Limitations on Transfer. (a) Each Principal Stockholder agrees that he or it until the earlier of (i) the Closing Date and (ii) the date of termination of the Merger Agreement in accordance with its terms, the Stockholder will not, without the prior written consent of Purchaser, DG prior to the Closing Date (a) directly or indirectly, sell, transfer, pledge, assign or otherwise dispose ofof any of the Stockholder's Owned Shares or any securities convertible into or exchangeable for FCN Common Stock, or enter into any contract, option, commitment or other arrangement or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, of any of the Stockholder's Owned Shares or any securities convertible into or exchangeable for common stock FCN Common Stock (except to the extent relating to a sale, transfer, pledge, assignment or other disposition of Sellerthe Stockholder's Owned Shares after the Closing Date), and or (b) take any action that would prohibit, prevent or preclude such Principal the Stockholder from performing its obligations under this Agreement, including, without limitation, the granting of a power of attorney with respect to the Owned Shares, depositing the Stockholder's Owned Shares in a voting trust or entering into any other stockholder voting agreements with respect to the Stockholder's Owned Shares, provided, however, that a Principal the Stockholder may freely transfer any of its the Stockholder's Owned Shares to a Permitted Transferee without the prior written consent of Purchaser if such Permitted Transferee executes a counterpart of this Agreement agreeing to be bound by this Agreement and agrees in writing to hold such Owned Shares (or interest in such Owned Shares) subject to all of the terms and provisions of this Agreement, provided that the Principal Stockholder shall remain liable under this Agreement in all respects. Each Principal Stockholder further agrees that this Agreement and each Principal the Stockholder’s 's obligations hereunder shall attach to such Principal the Stockholder’s 's Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares may pass, whether by operation of law or otherwise, including without limitation such Principal the Stockholder’s 's heirs, guardians, administrators or successors. Each Principal Stockholder further covenants and agrees not to request that Seller FCN register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Principal the Stockholder’s 's Owned Shares, unless such transfer is made in compliance with this Agreement and acknowledges that Purchaser and Seller DG may notify Seller’s FCN's transfer agent of the terms hereof. Each Principal Stockholder agrees, if requested by Purchaser, that such Principal Stockholder shall tender its Owned Shares for the inscription of a legend consistent with this Agreement.

Limitations on Transfer. Each Principal Stockholder agrees THE BENEFICIAL INTEREST OF A BENEFICIARY MAY NOT BE TRANSFERRED OTHER THAN BY WILL, INTESTATE SUCCESSION OR OPERATION OF LAW; provided that he a Beneficiary shall be allowed to assign or it will nottransfer a Beneficial Interest held by a tax-qualified employee retirement plan or account (including a regular XXX, without a Xxxxx plan or a 401(k) plan) to the prior written consent of Purchaserplan participant or account owner, but only if and to the extent that (a) directly a distribution from the plan or indirectly, sell, transfer, pledge, assign account is required to be made in order to satisfy the required minimum distribution (“RMD”) provisions applicable to such plan or otherwise dispose of, or enter into any contract, option, commitment or other arrangement or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, any of the Owned Shares or any securities convertible into or exchangeable for common stock of Selleraccount, and (b) take any action such RMD requirements cannot be satisfied by distributing other assets from such plan or account, or from other accounts of such account owner; and provided further, that would prohibitthe executor or administrator of the estate of a Beneficiary may mortgage, prevent pledge, grant a security interest in, hypothecate or preclude such Principal Stockholder from performing its obligations under this Agreement, including, without limitationotherwise encumber, the granting Beneficial Interest held by the estate of a power such Beneficiary if necessary in order to borrow money to pay estate, succession or inheritance taxes or the expenses of attorney with respect administering the estate of the Beneficiary, upon written notice to the Owned Shares, depositing the Owned Shares in a voting trust or entering into any other stockholder voting agreements with respect to the Owned Shares, provided, however, that a Principal Stockholder may transfer any of its Owned Shares to a Permitted Transferee without the prior and upon written consent of Purchaser if such Permitted Transferee executes a counterpart the Trustees, which consent may be withheld in the Trustees’ sole discretion. Furthermore, except as may be otherwise required by law, the Beneficial Interests of this Agreement agreeing to the Beneficiaries hereunder shall not be bound by this Agreement and agrees in writing to hold such Owned Shares (or interest in such Owned Shares) subject to attachment, execution, sequestration or any order of a court, nor, except as provided herein, shall such interests be subject to the contracts, debts, obligations, engagements or liabilities of any Beneficiary. The interest of a Beneficiary shall be paid by the Trustees to the Beneficiary free and clear of all assignments, attachments, anticipations, levies, executions, decrees and sequestrations and shall become the property of the terms and provisions of this Agreement, provided that the Principal Stockholder shall remain liable under this Agreement in all respects. Each Principal Stockholder further agrees that this Agreement and each Principal Stockholder’s obligations hereunder shall attach to Beneficiary only when actually received by such Principal Stockholder’s Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares may pass, whether by operation of law or otherwise, including without limitation such Principal Stockholder’s heirs, guardians, administrators or successors. Each Principal Stockholder further covenants and agrees not to request that Seller register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Principal Stockholder’s Owned Shares, unless such transfer is made in compliance with this Agreement and acknowledges that Purchaser and Seller may notify Seller’s transfer agent of the terms hereof. Each Principal Stockholder agrees, if requested by Purchaser, that such Principal Stockholder shall tender its Owned Shares for the inscription of a legend consistent with this AgreementBeneficiary.

Limitations on Transfer. Each Principal Stockholder agrees that he he, she or it will not, without the prior written consent of PurchaserBuyer, (a) directly or indirectly, sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option, commitment or other arrangement or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, any of the Owned Shares except as set forth on Schedule I, or any securities convertible into or exchangeable for common stock of SellerParent, and (b) take any action that would prohibit, prevent or preclude such Principal Stockholder from performing its obligations under this Agreement, including, without limitation, the granting of a power of attorney with respect to the Owned Shares, depositing the Owned Shares in a voting trust or entering into any other stockholder voting agreements with respect to the Owned Shares, provided, however, that a Principal Stockholder may transfer any of its Owned Shares to a Permitted Transferee without the prior written consent of Purchaser Buyer if such Permitted Transferee executes a counterpart of this Agreement agreeing to be bound by this Agreement and agrees in writing to hold such Owned Shares (or interest in such Owned Shares) subject to all of the terms and provisions of this Agreement, provided that the Principal Stockholder shall remain liable under this Agreement in all respects. Each Principal Stockholder further agrees that this Agreement and each Principal Stockholder’s obligations hereunder shall attach to such Principal Stockholder’s Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares may pass, whether by operation of law or otherwise, including without limitation such Principal Stockholder’s heirs, guardians, administrators or successors. Each Principal Stockholder further covenants and agrees not to request that Seller Parent register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Principal Stockholder’s Owned Shares, unless such transfer is made in compliance with this Agreement and acknowledges that Purchaser Buyer and Seller Parent may notify SellerParent’s transfer agent of the terms hereof. Each Principal Stockholder agrees, if requested by PurchaserBuyer, that such Principal Stockholder shall tender its Owned Shares for the inscription of a legend consistent with this Agreement.

Limitations on Transfer. Each Principal Stockholder agrees that he (a) The Subscriber may not Transfer any of its Shares or it will not, its Capital Commitment without the prior express written consent of Purchaserthe Company, which may be granted or withheld in the sole discretion of the Adviser, except that (x) such consent shall not be unreasonably withheld with regard to an assignment by a Subscriber of all of its Shares and its entire Capital Commitment to its Affiliate if all of the following conditions are satisfied as reasonably determined by the Adviser (or waived by the Adviser in its sole discretion): (A) such assignee is an "accredited investor" within the meaning of Regulation D promulgated under the Securities Act, (aB) directly or indirectly, sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option, commitment or other arrangement or understanding with respect to such assignment does not cause the sale, transfer, pledge, assignment or other disposition ofAdviser, any of its Affiliates, the Owned Shares Company or any securities convertible into of the stockholders of the Company to be subjected to (or exchangeable for common stock materially increase its obligation with respect to) any regulations or reporting requirements that the Adviser reasonably believes to be significant or burdensome or to any tax obligation, (C) such assignee in the Adviser's judgment has the financial ability to hold the Shares and Capital Commitment and perform in a timely manner all of Seller, and (b) take any action that would prohibit, prevent or preclude such Principal Stockholder from performing its obligations as a Subscriber under this Agreement, includingand (D) as reasonably determined by the Adviser, without limitationnone of such assignee, its Affiliates, agents or advisors or any person associated with such assignee is a competitor of the Company, the granting Adviser, any portfolio company of a power the Company or any of attorney with respect their respective Affiliates. Prior to an Exchange Listing, if any, the Owned Shares, depositing the Owned Shares in a voting trust or entering into any other stockholder voting agreements with respect to the Owned Shares, provided, however, that a Principal Stockholder Subscriber may transfer not Transfer any of its Owned Shares to unless the Transfer is made in accordance with Applicable Securities Laws (as defined below) and is otherwise in compliance with the transfer restrictions set forth in Annex 1. Following an Exchange Listing, the Subscriber shall be restricted from selling or disposing of its Shares by Applicable Securities Laws, contractually by a Permitted Transferee without lock-up agreement with the prior written consent of Purchaser if such Permitted Transferee executes a counterpart of this Agreement agreeing to be bound by this Agreement and agrees in writing to hold such Owned Shares (or interest in such Owned Shares) subject to all underwriters of the Exchange Listing, or other similar institutions, acting on the Company's behalf, in connection with an Exchange Listing, and pursuant to the terms and provisions of this Agreement, provided that the Principal Stockholder shall remain liable under this Agreement in all respects. Each Principal Stockholder further The Subscriber agrees that this Agreement and each Principal Stockholder’s obligations hereunder shall attach to such Principal Stockholder’s Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned hedging transactions in the Shares may pass, whether by operation of law or otherwise, including without limitation such Principal Stockholder’s heirs, guardians, administrators or successors. Each Principal Stockholder further covenants and agrees not to request that Seller register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Principal Stockholder’s Owned Shares, unless such transfer is made be conducted except in compliance with this Agreement and acknowledges that Purchaser and Seller may notify Seller’s transfer agent of the terms hereofSecurities Act. Each Principal Stockholder agrees, if requested by Purchaser, that such Principal Stockholder shall tender its Owned Shares for the inscription of a legend consistent with this Agreement."

Limitations on Transfer. Each Principal Stockholder agrees that he or it will Except as expressly provided in this Agreement, the Shareholders shall not, without the prior written consent of Purchaser, (a) directly or indirectly, offer or sell, pledge, transfer, pledge, assign or otherwise dispose ofof all or any portion of the HCC Shares, or enter into solicit any contractoffer to buy, optionpurchase, commitment or other arrangement otherwise acquire or understanding with respect take a pledge of all or any portion of the HCC Shares, except (A) in the manner and to the extent described in (i) a registration statement in effect under the Securities Act of 1933 (the "Act") covering the HCC Shares and as to which a prospectus meeting the requirements of the Act is duly delivered and filed as necessary with any state agency or (ii) an opinion of counsel for the Shareholders reasonably acceptable to HCC, which opinion is in form and substance satisfactory to counsel for HCC, to the effect that such proposed offer, sale, pledge, transfer, pledge, assignment or other disposition ofof HCC Shares may lawfully be made without such registration, any delivery or state filing or (B) pursuant to trades made on the Alberta Stock Exchange ("ASE") after 90 days following the Closing pursuant to Rule 904 of Regulation S under the Act. The Shareholders acknowledge that they have consulted with counsel concerning the limited availability of exemptions from registration under the Act or exemptions from qualification under state securities laws and they understand that they (i) may bear the economic risk of investment in the HCC Shares for an indefinite period of time because the HCC Shares have not been registered under the Act or qualified under state securities laws and, therefore, cannot be sold unless they are subsequently registered under the Act or qualified under state securities laws or an exemption from such registration, such as that contained in Rule 904, or from state qualification is available, (ii) HCC is not obligated to register the HCC Shares under the Act or qualify them under state securities laws, (iii) that absent registration, the HCC Shares ordinarily may not be sold in the United States for at least one year after the Closing and then only in accordance with Rule 144 under the Act, and absent qualification under state securities laws may be subject to similar restrictions and (iv) the HCC Shares may not be sold, transferred or otherwise disposed of in the province of Alberta, Canada, or traded through the facilities of the Owned Shares or any securities convertible into or exchangeable ASE for common stock a period of Seller, and (b) take any action that would prohibit, prevent or preclude such Principal Stockholder from performing its obligations under this Agreement, including, without limitation, 90 days following the granting of a power of attorney with respect to the Owned Shares, depositing the Owned Shares in a voting trust or entering into any other stockholder voting agreements with respect to the Owned Shares, provided, however, that a Principal Stockholder may transfer any of its Owned Shares to a Permitted Transferee without the prior written consent of Purchaser if such Permitted Transferee executes a counterpart of this Agreement agreeing to be bound by this Agreement and agrees in writing to hold such Owned Shares (or interest in such Owned Shares) subject to all of the terms and provisions of this Agreement, provided that the Principal Stockholder shall remain liable under this Agreement in all respects. Each Principal Stockholder further agrees that this Agreement and each Principal Stockholder’s obligations hereunder shall attach to such Principal Stockholder’s Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares may pass, whether by operation of law or otherwise, including without limitation such Principal Stockholder’s heirs, guardians, administrators or successors. Each Principal Stockholder further covenants and agrees not to request that Seller register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Principal Stockholder’s Owned Shares, unless such transfer is made in compliance with this Agreement and acknowledges that Purchaser and Seller may notify Seller’s transfer agent of the terms hereof. Each Principal Stockholder agrees, if requested by Purchaser, that such Principal Stockholder shall tender its Owned Shares for the inscription of a legend consistent with this AgreementClosing.

Limitations on Transfer. Each Principal Stockholder Mortgagor hereby covenants and agrees that he or it Mortgagor will not, without the prior written consent in each instance of PurchaserMortgagee, which may be withheld in Mortgagee's sole discretion except as provided below, (ai) directly or indirectlyconvey, sell, transferassign, lease or otherwise transfer any interest of Mortgagor in the Mortgaged Property or any portion thereof, (ii) pledge, mortgage, hypothecate, place a deed of trust or other lien on or otherwise encumber Mortgagor's interest in the Mortgaged Property or any portion thereof, (iii) permit the conveyance, sale, assignment, pledge, assign mortgage, hypothecation or otherwise dispose ofother transfer or disposition, either directly or indirectly or through one or more step transactions or tiered transactions, of interests in Mortgagor or in the partners, shareholders, principals, trustee or beneficiary of Mortgagor or in the partners, shareholders, principals, trustees or beneficiaries of such partners, shareholders, principals, trustee or beneficiary, or any portion thereof, or (iv) enter into or permit to be entered into any contractagreement or arrangement to do any of the foregoing unless such agreement or arrangement is expressly made subject to Mortgagee's approval (each of the aforesaid acts referred to in clauses (i) through (iv) above being referred to herein as a "Transfer"). Any conveyance, option, commitment or other arrangement or understanding with respect to the sale, transferassignment, lease, pledge, assignment mortgage, hypothecation, encumbrance or other disposition of, any transfer deemed to be such by operation of Law shall also be deemed to be a Transfer. Any attempted Transfer in violation of this Section shall be void and of no force or effect. Transfers of membership interests in the Owned Shares or any securities convertible into or exchangeable for common stock of Seller, and (b) take any action that would prohibit, prevent or preclude such Principal Stockholder from performing its obligations under this Agreement, including, without limitation, the granting of a power of attorney with respect to the Owned Shares, depositing the Owned Shares in a voting trust or entering into any other stockholder voting agreements with respect to the Owned Shares, provided, however, that a Principal Stockholder may transfer any of its Owned Shares to a Permitted Transferee Borrower shall not be permitted without the prior written consent of Purchaser if such Permitted Transferee executes Mortgagee, which consent will not be unreasonably withheld or delayed. Notwithstanding the same, transfers which (i) do not result in more than a counterpart of this Agreement agreeing to be bound by this Agreement and agrees in writing to hold such Owned Shares (or interest in such Owned Shares) subject to all majority of the terms and provisions membership interests of this AgreementClass B Members of Borrower being transferred, provided that or (ii) result from the Principal Stockholder shall remain liable under this Agreement in all respects. Each Principal Stockholder further agrees that this Agreement and each Principal Stockholder’s obligations hereunder shall attach death of a member or are a transfer to such Principal Stockholder’s Owned Shares and a spouse, child or entity for which the member, a spouse and/or child are the sole beneficiary(ies), shall be binding upon any person or entity to which legal or beneficial ownership permitted without consent of such Owned Shares may pass, whether by operation of law or otherwise, including without limitation such Principal Stockholder’s heirs, guardians, administrators or successors. Each Principal Stockholder further covenants and agrees not to request that Seller register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Principal Stockholder’s Owned Shares, unless such transfer is made in compliance with this Agreement and acknowledges that Purchaser and Seller may notify Seller’s transfer agent of the terms hereof. Each Principal Stockholder agrees, if requested by Purchaser, that such Principal Stockholder shall tender its Owned Shares for the inscription of a legend consistent with this AgreementMortgagee.

Limitations on Transfer. Each Principal Stockholder agrees that he he, she or it will not, without the prior written consent of PurchaserReflect, (a) directly or indirectly, sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option, commitment or other arrangement or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, any of the Owned Shares Shares, or any securities convertible into or exchangeable for common stock of SellerShares, and or (b) take any action that would prohibit, prevent or preclude such Principal Stockholder from performing his, her or its obligations under this Agreement, including, without limitation, the granting of a power of attorney with respect to the Owned Shares, depositing the Owned Shares in a voting trust or entering into any other stockholder voting agreements with respect to the Owned Shares, provided, however, that a Principal Stockholder may transfer any of its Owned Shares to a Permitted Transferee without the prior written consent of Purchaser Reflect if such Permitted Transferee executes a counterpart of this Agreement agreeing to be bound by this Agreement and agrees in writing to hold such Owned Shares (or interest in such Owned Shares) subject to all of the terms and provisions of this Agreement, provided that the Principal Stockholder shall remain liable under this Agreement in all respects. Each Principal Stockholder further agrees that this Agreement and each Principal Stockholder’s obligations hereunder shall attach to such Principal Stockholder’s Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares may pass, whether by operation of law or otherwise, including without limitation such Principal Stockholder’s heirs, guardians, administrators or successors. Each Principal Stockholder further covenants and agrees not to request that Seller the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Principal Stockholder’s Owned Shares, unless such transfer is made in compliance with this Agreement and acknowledges that Purchaser Reflect and Seller the Company may notify Sellerthe Company’s transfer agent agent, if any, of the terms hereof. Each Principal Stockholder agrees, if requested by PurchaserReflect, that such Principal Stockholder shall tender its Owned Shares for the inscription of a legend consistent with this Agreement.

Limitations on Transfer. Each Principal Stockholder Securityholder hereby agrees that he or it will not, without the prior written consent of Purchaser, (a) directly or indirectly, sellTransfer any shares of Common Stock or FS Warrants (collectively, transferthe "Restricted Securities") unless such Transfer complies with the provisions hereof and (i) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws or (ii) (A) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and (B) the Company shall be reasonably satisfied that no such registration is required because of the availability of exemptions from registration under all applicable state securities or "blue sky" laws. During the Restricted Period, pledgeeach of the Non-BLUM Xxxties may not Transfer any Restricted Securities other than (x) pursuant to Sections 2.3, assign 2.4 or otherwise dispose of2.5, or enter into any contract, option, commitment or other arrangement or understanding and (y) with respect to the saleFS Parties, transferthe Note Investor Parties and the Other Non-Management Parties only, pledge, assignment or Transfers after the Permitted Third Party Transfer Date to Persons other disposition of, than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company); and BLUM xxx its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. In the event of any purported Transfer by any of the Owned Shares or Securityholders of any securities convertible into or exchangeable for common stock of Seller, and (b) take any action that would prohibit, prevent or preclude such Principal Stockholder from performing its obligations under this Agreement, including, without limitation, the granting of a power of attorney with respect to the Owned Shares, depositing the Owned Shares Restricted Securities in a voting trust or entering into any other stockholder voting agreements with respect to the Owned Shares, provided, however, that a Principal Stockholder may transfer any of its Owned Shares to a Permitted Transferee without the prior written consent of Purchaser if such Permitted Transferee executes a counterpart of this Agreement agreeing to be bound by this Agreement and agrees in writing to hold such Owned Shares (or interest in such Owned Shares) subject to all violation of the terms and provisions of this Agreement, provided that such purported Transfer will be void and of no effect and the Principal Stockholder shall remain liable under this Agreement in all respectsCompany will not give effect to such Transfer. Each Principal Stockholder further agrees that this Agreement and each Principal Stockholder’s obligations hereunder shall attach certificate representing Restricted Securities issued to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such Principal Stockholder’s Owned Shares and shall additions thereto or changes therein as the Company may be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares may pass, whether advised by operation of counsel are required by law or otherwise, including without limitation such Principal Stockholder’s heirs, guardians, administrators or successors. Each Principal Stockholder further covenants and agrees not necessary to request that Seller register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Principal Stockholder’s Owned Shares, unless such transfer is made in compliance with this Agreement and acknowledges that Purchaser and Seller may notify Seller’s transfer agent of the terms hereof. Each Principal Stockholder agrees, if requested by Purchaser, that such Principal Stockholder shall tender its Owned Shares for the inscription of a legend consistent with give full effect to this Agreement., the "Legend"):

Limitations on Transfer. Each Principal Stockholder Mortgagor hereby covenants and agrees that he or it will notneither Mortgagor will, without the prior written consent in each instance of PurchaserMortgagee, which may be withheld in Mortgagee's sole discretion, (ai) directly or indirectlyconvey, sell, transferassign, lease or otherwise transfer any interest of Mortgagor in the Mortgaged Property or any portion thereof, (ii) pledge, mortgage, hypothecate, place a deed of trust or other lien on or otherwise encumber Mortgagor's interest in the Mortgaged Property or any portion thereof, (iii) permit the conveyance, sale, assignment, pledge, assign mortgage, hypothecation or otherwise dispose ofother transfer or disposition, either directly or indirectly or through one or more step transactions or tiered transactions, of interests in Mortgagor or in the partners, shareholders, principals, trustee or beneficiary of Mortgagor or in the partners, shareholders, principals, trustees or beneficiaries of such partners, shareholders, principals, trustee or beneficiary, or any portion thereof, or (iv) enter into or permit to be entered into any contractagreement or arrangement to do any of the foregoing unless such agreement or arrangement is expressly made subject to Mortgagee's approval (each of the aforesaid acts referred to in clauses (i) through (iv) above being referred to herein as a "Transfer"). Any conveyance, option, commitment or other arrangement or understanding with respect to the sale, transferassignment, lease, pledge, assignment mortgage, hypothecation, encumbrance or other disposition of, any transfer deemed to be such by operation of Law shall also be deemed to be a Transfer. Any attempted Transfer in violation of this Section shall be void and of no force or effect. Transfers of membership interests in the Owned Shares or any securities convertible into or exchangeable for common stock of Seller, and (b) take any action that would prohibit, prevent or preclude such Principal Stockholder from performing its obligations under this Agreement, including, without limitation, the granting of a power of attorney with respect to the Owned Shares, depositing the Owned Shares in a voting trust or entering into any other stockholder voting agreements with respect to the Owned Shares, provided, however, that a Principal Stockholder may transfer any of its Owned Shares to a Permitted Transferee Borrower shall not be permitted without the prior written consent of Purchaser if such Permitted Transferee executes Mortgagee, which consent will not be unreasonably withheld or delayed. Notwithstanding the same, transfers which (i) do not result in more than a counterpart of this Agreement agreeing to be bound by this Agreement and agrees in writing to hold such Owned Shares (or interest in such Owned Shares) subject to all majority of the terms and provisions membership interests of this AgreementClass B Members of spouse, provided that child or entity for which the Principal Stockholder shall remain liable under this Agreement in all respects. Each Principal Stockholder further agrees that this Agreement and each Principal Stockholder’s obligations hereunder shall attach to such Principal Stockholder’s Owned Shares and member, a spouse and/or child are the sole beneficiary(ies), shall be binding upon any person or entity to which legal or beneficial ownership permitted without consent of such Owned Shares may pass, whether by operation of law or otherwise, including without limitation such Principal Stockholder’s heirs, guardians, administrators or successors. Each Principal Stockholder further covenants and agrees not to request that Seller register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Principal Stockholder’s Owned Shares, unless such transfer is made in compliance with this Agreement and acknowledges that Purchaser and Seller may notify Seller’s transfer agent of the terms hereof. Each Principal Stockholder agrees, if requested by Purchaser, that such Principal Stockholder shall tender its Owned Shares for the inscription of a legend consistent with this AgreementMortgagee.