Common use of Permitted Transferees Clause in Contracts

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.8, each Limited Partner shall, subject to Section 7.1(b) and Section 7.1(c), have the right to Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s place, except in accordance with Section 7.3), by a written instrument, all or any part of a Limited Partner’s Partnership Group Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner at the time of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” and, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “Non-Qualifying Transferee”), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall be the Agreed Value of the Partnership Group Interests subject to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General Partner. (b) Unless and until admitted as a substitute Limited Partner pursuant to Section 7.3, a transferee of a Limited Partner’s Partnership Group Interests or Class B Units, in whole or in part, shall be an assignee with respect to the Transferred Partnership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to become, or to exercise the rights of, a Limited Partner, including the right to vote, the right to require any information or accounting of the Partnership’s business, or the right to inspect the Partnership’s books and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Transferred to such transferee, the share of distributions and profits to which the transferor would otherwise be entitled with respect to the Transferred Partnership Interest. Subject to the provisions of Section 6.1(b), the transferor shall have the right to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership as a substitute Limited Partner with respect to the Transferred Partnership Interest.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.8, each Limited Partner shall, subject to Section 7.1(b) and Section 7.1(c), have the right to Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s place, except in accordance with Section 7.3), by a written instrument, all or any part of a Limited Partner’s Partnership Group Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner at the time of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” and, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “Non-Qualifying Transferee”), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall be an amount agreed upon by such transferring Limited Partner and the Agreed Value General Partner or, if such Limited Partner and the General Partner cannot agree on a price within five (5) Business Days after delivery of the First Refusal Notice, such price shall be the fair market value of the Partnership Group Interests subject Interest transferred pursuant to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”), as determined at the Partnership’s expense by a nationally recognized investment banking firm mutually selected by such transferring Limited Partner and the General Partner. In If such transferring Limited Partner and the event General Partner are unable, within ten (10) days after the expiration of such five (5) Business Day period, to mutually agree upon an investment banking firm, then each of such transferring Limited Partner and the General Partner shall choose a nationally recognized investment banking firm and the two investment banking firms so chosen shall choose a third nationally recognized investment banking firm which shall determine the fair market value of the Partnership Interest transferred pursuant to such Transfer at the Partnership’s expense. The determination of fair market value shall be based on the value that a willing buyer with knowledge of all relevant facts would pay a willing seller for all the outstanding equity securities of the Partnership in connection with an auction for the Partnership as a going concern and shall not take into account any acquisitions made by the Partnership or its Affiliates or any other events subsequent to the Non-Qualifying Date is and shall not be subject to any discount for a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Datesale of a minority interest. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer transferred such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably reasonably, determined by the General Partner. (b) Unless and until admitted as a substitute Limited Partner pursuant to Section 7.3, a transferee of a Limited Partner’s Partnership Group Interests or Class B UnitsInterest, in whole or in part, shall be an assignee with respect to the such Transferred Partnership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to become, or to exercise the rights of, a Limited Partner, including the right to vote, the right to require any information or accounting of the Partnership’s business, or the right to inspect the Partnership’s books and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Interest Transferred to such transferee, the share of distributions and profits profits, including distributions representing the return of Capital Contributions, to which the transferor would otherwise be entitled with respect to the Transferred Partnership Interest. Subject to the provisions of Section 6.1(b), the transferor shall have the right to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership as a substitute Limited Partner with respect to the Transferred Partnership Interest.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.87.7, each Limited Partner shall, subject to Section 7.1(b) and Section 7.1(c), shall have the right to Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s place, except in accordance with Section 7.3), by a written instrument, all or any part of a Limited Partner’s Partnership Group Interest to a Permitted Transferee; provided, however, that Adena shall be entitled to Transfer any or Class B Units all of its Partnership Interest to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner at the time of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” and, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “Non-Qualifying Transferee”), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.87.7. Pursuant to Section 7.87.7, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 7.7 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 7.7 shall be an amount agreed upon by such transferring Limited Partner and the General Partner or, if such Limited Partner and the General Partner cannot agree on a price within five Business Days after delivery of the First Refusal Notice, such price shall be the Agreed Value fair market value of the Partnership Group Interests subject Interest transferred pursuant to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”), as determined at the Partnership’s expense by a nationally recognized investment banking firm mutually selected by such transferring Limited Partner and the General Partner. In If such transferring Limited Partner and the event General Partner are unable, within ten days after the expiration of such five Business Day period, to mutually agree upon an investment banking firm, then each of such transferring Limited Partner and the General Partner shall choose a nationally recognized investment banking firm and the two investment banking firms so chosen shall choose a third nationally recognized investment banking firm which shall determine the fair market value of the Partnership Interest transferred pursuant to such Transfer at the Partnership’s expense. The determination of fair market value shall be based on the value that a willing buyer with knowledge of all relevant facts would pay a willing seller for all the outstanding equity securities of the Partnership in connection with an auction for the Partnership as a going concern and shall not take into account any acquisitions made by the Partnership or its Affiliates or any other events subsequent to the Non-Qualifying Date is and shall not be subject to any discount for a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Datesale of a minority interest. If such transferring Limited Partner fails to comply with all the terms of Section 7.87.7, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer transferred such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably reasonably, determined by the General Partner. (b) Unless and until admitted as a substitute Limited Partner pursuant to Section 7.3, a transferee of a Limited Partner’s Partnership Group Interests or Class B UnitsInterest, in whole or in part, shall be an assignee with respect to the such Transferred Partnership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to become, or to exercise the rights of, a Limited Partner, including the right to vote, the right to require any information or accounting of the Partnership’s business, or the right to inspect the Partnership’s books and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Interest Transferred to such transferee, the share of distributions and profits profits, including distributions representing the return of Capital Contributions, to which the transferor would otherwise be entitled with respect to the Transferred Partnership Interest. Subject to the provisions of Section 6.1(b), the transferor shall have the right to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership as a substitute Limited Partner with respect to the Transferred Partnership Interest.

Permitted Transferees. (a) Notwithstanding Each Shareholder and each Management Shareholder shall (i) remain responsible for the provisions performance of Section 7.8this Agreement by each Permitted Transferee to which Securities are transferred by such Shareholder or Management Shareholder, each Limited Partner shalland (ii) be liable for any breach of any representation, subject warranty, covenant or agreement by such Permitted Transferee contained in this Agreement, including any of the representations and warranties contained in the joinder to Section 7.1(b) and Section 7.1(c), have the right to Transfer (but not to substitute the transferee as a substitute Partner in this Agreement executed by such Partner’s place, except in accordance with Section 7.3), by a written instrument, all or any part of a Limited Partner’s Partnership Group Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentenceany Sale of Securities by Investor to any of its Permitted Transferees, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner at the time of such Transfer or the Transfer was a Permitted Transfer under clause only one Investor Entity (a) of the definition herein of “Permitted Transfer” and, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “Non-Qualifying Transferee”), such Transfer which shall be deemed Investor unless otherwise notified by Investor to not be a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (aParent) of the definition herein of “Permitted Transfer”, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall be the Agreed Value of the Partnership Group Interests subject to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive exercise any distributions from the Partnership with respect to any period rights on or after the Non-Qualifying Date and any distributions made in respect behalf of all of the Partnership Interests Investor Entities provided hereunder, in accordance with respect the terms and subject to the conditions specified herein, and no other Investor Entity shall be entitled to exercise any period on or after the Non-Qualifying Date and held such rights (but shall be entitled to benefit from such rights). If any Permitted Transferee to which Securities is transferred by such Non-Qualifying Shareholder or Management Shareholder ceases to be a Permitted Transferee of such Shareholder, such Person shall reconvey such Securities to such Shareholder immediately before such Person ceases to be paid to the Limited Partner who attempted to transfer a Permitted Transferee of such Partnership Group Interests Shareholder or otherwise to the rightful owner thereof as reasonably determined by the General PartnerManagement Shareholder. (b) Unless Without prejudice to the other provisions of this Article IV, each Shareholder agrees that it will not, during the term of this Agreement, directly or indirectly, make any Sale of any Securities owned or held by such Shareholder unless prior to the consummation of any such Sale, such Person to whom such Sale is proposed to be made (a “Prospective Transferee”) executes and until admitted delivers a joinder to this Agreement (substantially in the form attached hereto as Exhibit A) to the Company and each Shareholder. Upon the execution and delivery by such Prospective Transferee of such joinder to this Agreement, Schedule 1 shall be amended to reflect the addition of such Prospective Transferee and any other changes in the ownership of Securities, and such Prospective Transferee shall be deemed a substitute Limited Partner pursuant “Shareholder” for purposes of this Agreement and shall have the rights and be subject to Section 7.3, a transferee the obligations of a Limited Partner’s Partnership Group Interests or Class B UnitsShareholder under this Agreement, in whole or in part, shall be an assignee each case with respect to the Transferred Partnership Interest comprising Securities owned by such Prospective Transferee. (c) In the Transferred part event of any change in the shareholding of any of the Investor Entities, Investor shall, within ten (10) Business Days following any such change, provide the Company with a capitalization table summarizing in reasonable detail (i) each of the shareholders of such Partnership Group Interests or Class B Units and shall not be entitled Investor Entity, (ii) unless previously provided to become, or to exercise the rights of, a Limited Partner, including the right to vote, the right to require any information or accounting of the Partnership’s business, or the right to inspect the Partnership’s books and records. Such transferee shall only be entitled to receiveCompany, to the extent Knowledge of Investor, the Person Controlling such shareholder, and (iii) Alibaba’s indirect ownership of the Partnership Interests Transferred Acquired Shares as of the date of such notice, together with a breakdown of Alibaba’s direct or indirect interests in the equity securities of each of the Investor Entities and their respective direct or indirect holding companies. (d) Investor shall, within five (5) Business Days following a Qualified Transfer, an Investor Exit Event, or an Access Termination Event, as the case may be, provide a written notice to the Company of the occurrence thereof, setting forth in reasonable detail (i) the Sale or Transfer that has resulted in such transfereethe Qualified Transfer, the share Investor Exit Event or the Access Termination Event, as the case may be, and (ii) Alibaba’s indirect ownership of distributions the Acquired Shares as of the date of such notice, together with a breakdown of Alibaba’s direct or indirect interests in the equity securities of each of the Investor Entities and profits to which the transferor would otherwise be entitled with respect to the Transferred Partnership Interest. Subject to the provisions of Section 6.1(b), the transferor shall have the right to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership as a substitute Limited Partner with respect to the Transferred Partnership Interesttheir respective direct or indirect holding companies.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.89.8, each Limited Partner Member shall, subject to Section 7.1(b) and Section 7.1(c9.1(b), have the right to Transfer (but not to substitute the transferee as a substitute Partner Member in such PartnerMember’s place, except in accordance with Section 7.39.3), by a written instrument, all or any part of a Limited PartnerMember’s Partnership Group Membership Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner Member at the time of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” Transfer and, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner Member or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “Non-Qualifying Transferee”), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.89.8. Pursuant to Section 7.89.8, such transferring Limited Partner Member, or such transferring Limited PartnerMember’s legal representative representative, shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner Member, or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, and such transferring Limited Partner Member shall otherwise comply with the terms of Section 7.8 9.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 9.8 shall be an amount agreed upon by such transferring Member and a Majority in Interest (excluding such transferring Member’s Percentage Interest) or, if such Member and such Majority in Interest cannot agree on a price within five (5) Business Days after delivery of the First Refusal Notice, such price shall be the Agreed Value fair market value of the Partnership Group Interests subject Membership Interest transferred pursuant to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner Member or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” Transfer (such date, the “Non-Qualifying Date”), as determined at the Company’s expense by a nationally recognized investment banking firm mutually selected by such transferring Member and a Majority in Interest (excluding such transferring Member’s Percentage Interest). In If such transferring Member and such Majority in Interest are unable, within ten (10) days after the event expiration of such five (5) Business Day period, to mutually agree upon an investment banking firm, then each of such transferring Member and such Majority in Interest shall choose a nationally recognized investment banking firm and the two investment banking firms so chosen shall choose a third nationally recognized investment banking firm which shall determine the fair market value of the Membership Interest transferred pursuant to such Transfer at the Company’s expense. The determination of fair market value shall be based on the value that a willing buyer with knowledge of all relevant facts would pay a willing seller for all the outstanding equity securities of the Company in connection with an auction for the Company as a going concern and shall not take into account any acquisitions made by the Company or its Affiliates or any other events subsequent to the Non-Qualifying Date is and shall not be subject to any discount for a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Datesale of a minority interest. If such transferring Limited Partner Member fails to comply with all the terms of Section 7.89.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period Company on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Membership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee Members shall be paid to the Limited Partner Member who attempted to transfer transferred such Partnership Group Interests Membership Interest or otherwise to the rightful owner thereof as reasonably determined by the General PartnerBoard. (b) Unless and until admitted as a substitute Limited Partner Member pursuant to Section 7.39.3, a transferee of a Limited PartnerMember’s Partnership Group Interests or Class B Units, Membership Interest in whole or in part, part shall be an assignee with respect to the such Transferred Partnership Membership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to participate in the management of the business and affairs of the Company or to become, or to exercise the rights of, a Limited PartnerMember, including the right to appoint Directors, the right to vote, the right to require any information or accounting of the PartnershipCompany’s business, or the right to inspect the PartnershipCompany’s books and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Membership Interest Transferred to such transferee, the share of distributions and profits profits, including distributions representing the return of Capital Contributions, to which the transferor would otherwise be entitled with respect to the Transferred Partnership Membership Interest. Subject to the provisions of Section 6.1(b), the The transferor shall have the right to vote such Transferred Partnership Membership Interest until the transferee is admitted to the Partnership Company as a substitute Limited Partner Member with respect to the Transferred Partnership Membership Interest.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.8, each Limited Partner shall, subject Subject to Section 7.1(b) and Section 7.1(c)7.01, have the right to any Member may at any time Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s place, except in accordance with Section 7.3), by a written instrument, any or all or any part of a Limited Partner’s Partnership Group Interest or Class B its Units to a Permitted Transferee. Notwithstanding Transferee without the previous sentenceconsent of any Person and without compliance with Sections 7.04, if 7.06 and 7.07, as the case may be, so long as (i) such Permitted Transferee is such because it was an Affiliate shall have agreed in writing to be bound by the terms of this Agreement by executing a joinder agreement in the transferring Limited Partner at the time form of such Transfer or Exhibit A attached hereto (“Joinder Agreement”); (ii) the Transfer was a Permitted is in compliance with the Securities Act, any other applicable securities or “blue sky” laws and any other restrictions on Transfer contained in this Agreement; and (iii) the Transfer does not trigger any registration obligation under clause (aSection 12(g) of the definition herein Securities Act. Such Member must give written prior notice to the Company of “any proposed Transfer to a Permitted Transfer” andTransferee, at any time after including the identity of such Transfer, such proposed Permitted Transferee ceases and such other information reasonably requested by the Company to ensure compliance with the terms of this Agreement and the Company shall be an Affiliate of such Limited Partner or entitled to condition any such Transfer or on receipt of an opinion of counsel reasonably acceptable to the Company that such Transfer is exempt from the registration requirements of the Securities Act. (b) If, while a Permitted Transferee holds any Units, a Permitted Transferee ceases to qualify under as a Permitted Transferee in relation to the initial transferor Member from whom or which such clause Permitted Transferee or any previous Permitted Transferee of such initial transferor Member received such shares or becomes an Adverse Person (a) (a an “Non-Qualifying TransfereeUnwinding Event”), then the relevant initial transferor Member: (i) shall forthwith notify the other Members and the Company of the pending occurrence of such Unwinding Event; and (ii) shall take all actions necessary, prior to such Unwinding Event, to effect a Transfer shall be deemed of all the Units held by the relevant Permitted Transferee either back to not be such Member or, pursuant to this Section 7.03, to another Person which qualifies as a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate Transferee of such initial transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of Member. Notwithstanding the definition herein of “Permitted Transfer”foregoing, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall be the Agreed Value of the Partnership Group Interests subject to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General Partner. (b) Unless and until admitted as a substitute Limited Partner pursuant to Section 7.3, a transferee of a Limited Partner’s Partnership Group Interests or Class B Units, in whole or in part, shall be an assignee with respect to the Transferred Partnership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to become, or to exercise the rights of, a Limited Partner, including the right to vote, the right to require any information or accounting of the Partnership’s business, or the right to inspect the Partnership’s books and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Transferred to such transferee, the share of distributions and profits to which the transferor would otherwise be entitled with respect to the Transferred Partnership Interest. Subject to the provisions of this Section 6.1(b)7.03(b) will not be applicable if, prior to any Transfer, the initial transferor shall have Member receives from the right Permitted Transferee its agreement not to vote such Transferred Partnership Interest until the transferee is admitted undertake any actions that would be reasonably likely to the Partnership as a substitute Limited Partner with respect to the Transferred Partnership Interestresult in an Unwinding Event.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.89.7, each Limited Partner shall, subject to Section 7.1(b) and Section 7.1(c), Member shall have the right to Transfer (but not to substitute the transferee as a substitute Partner Member in such PartnerMember’s place, except in accordance with Section 7.39.3), by a written instrument, any or all or any part of a Limited PartnerMember’s Partnership Group Membership Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner Member at the time of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” Transfer and, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner Member or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “Non-Qualifying Transferee”), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.89.7. Pursuant to Section 7.89.7, such transferring Limited Partner Member, or such transferring Limited PartnerMember’s legal representative representative, shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner Member, or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, and such transferring Limited Partner Member shall otherwise comply with the terms of Section 7.8 9.7 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 9.7 shall be an amount agreed upon by such transferring Member and the Board, or, if such Member and the Board cannot agree on a price within five Business Days after delivery of the First Refusal Notice, such price shall be the Agreed Value fair market value of the Partnership Group Interests subject Membership Interest transferred pursuant to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner Member or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” Transfer (such date, the “Non-Qualifying Date”), as determined at the Company’s expense by a nationally recognized investment banking firm mutually selected by such transferring Member and the Board. In If such transferring Member and the event Board are unable, within 10 days after the expiration of such five Business Day period, to mutually agree upon an investment banking firm, then each of such transferring Member and the Board shall choose a nationally recognized investment banking firm and the two investment banking firms so chosen shall choose a third nationally recognized investment banking firm which shall determine the fair market value of the Membership Interest transferred pursuant to such Transfer at the Company’s expense. The determination of fair market value shall be based on the value that a willing buyer with knowledge of all relevant facts would pay a willing seller for all the outstanding equity securities of the Company in connection with an auction for the Company as a going concern and shall not take into account any acquisitions made by the Company or its Affiliates or any other events subsequent to the Non-Qualifying Date is and shall not be subject to any discount for a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Datesale of a minority interest. If such transferring Limited Partner Member fails to comply with all the terms of Section 7.89.7, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period Company on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Membership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner Member who attempted to transfer transferred such Partnership Group Interests Membership Interest or otherwise to the rightful owner thereof as reasonably determined by the General PartnerBoard. (b) Unless and until admitted as a substitute Limited Partner Member pursuant to Section 7.39.3, a transferee of a Limited PartnerMember’s Partnership Group Interests or Class B Units, Membership Interest in whole or in part, part shall be an assignee with respect to the such Transferred Partnership Membership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to participate in the management of the business and affairs of the Company or to become, or to exercise the rights of, a Limited PartnerMember, including the right to designate Directors, the right to vote, the right to require any information or accounting of the PartnershipCompany’s business, or the right to inspect the PartnershipCompany’s books and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Transferred to such transfereeMembership Interest, the share of distributions and profits profits, including distributions representing the return of Capital Contributions, to which the transferor would otherwise be entitled with respect to the Transferred Partnership Membership Interest. Subject to the provisions of Section 6.1(b), the The transferor shall have the right to vote such Transferred Partnership Membership Interest until the transferee is admitted to the Partnership Company as a substitute Limited Partner Member with respect to the Transferred Partnership Membership Interest.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.89.7, each Limited Partner Member shall, subject to Section 7.1(b) and Section 7.1(c9.1(b), have the right to Transfer (but not to substitute the transferee as a substitute Partner Member in such Partner’s Member's place, except in accordance with Section 7.39.3), by a written instrument, all or any part of a Limited Partner’s Partnership Group Member's Membership Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner Member at the time of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” Transfer and, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner Member or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “Non"NON-Qualifying Transferee”QUALIFYING TRANSFEREE"), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.89.7. Pursuant to Section 7.89.7, such transferring Limited Partner Member, or such transferring Limited Partner’s Member's legal representative representative, shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner Member, or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, and such transferring Limited Partner Member shall otherwise comply with the terms of Section 7.8 9.7 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 9.7 shall be an amount agreed upon by such transferring Member and the Board, or, if such Member and the Board cannot agree on a price within five Business Days after delivery of the First Refusal Notice, such price shall be the Agreed Value fair market value of the Partnership Group Interests subject Membership Interest transferred pursuant to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner Member or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” Transfer (such date, the “Non"NON-Qualifying Date”QUALIFYING DATE"), as determined at the Company's expense by a nationally recognized investment banking firm mutually selected by such transferring Member and the Board. In If such transferring Member and the event Board are unable, within 10 days after the expiration of such five Business Day period, to mutually agree upon an investment banking firm, then each of such transferring Member and the Board shall choose a nationally recognized investment banking firm and the two investment banking firms so chosen shall choose a third nationally recognized investment banking firm which shall determine the fair market value of the Membership Interest transferred pursuant to such Transfer at the Company's expense. The determination of fair market value shall be based on the value that a willing buyer with knowledge of all relevant facts would pay a willing seller for all the outstanding equity securities of the Company in connection with an auction for the Company as a going concern and shall not take into account any acquisitions made by the Company or its Affiliates or any other events subsequent to the Non-Qualifying Date is and shall not be subject to any discount for a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Datesale of a minority interest. If such transferring Limited Partner Member fails to comply with all the terms of Section 7.89.7, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period Company on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Membership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee Members shall be paid to the Limited Partner Member who attempted to transfer transferred such Partnership Group Interests Membership Interest or otherwise to the rightful owner thereof as reasonably determined by the General PartnerBoard. (b) Unless and until admitted as a substitute Limited Partner Member pursuant to Section 7.39.3, a transferee of a Limited Partner’s Partnership Group Interests or Class B Units, Member's Membership Interest in whole or in part, part shall be an assignee with respect to the such Transferred Partnership Membership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to participate in the management of the business and affairs of the Company or to become, or to exercise the rights of, a Limited PartnerMember, including the right to designate Directors, the right to vote, the right to require any information or accounting of the Partnership’s Company's business, or the right to inspect the Partnership’s Company's books and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Transferred to such transfereeMembership Interest, the share of distributions and profits profits, including distributions representing the return of Capital Contributions, to which the transferor would otherwise be entitled with respect to the Transferred Partnership Membership Interest. Subject to the provisions of Section 6.1(b), the The transferor shall have the right to vote such Transferred Partnership Membership Interest until the transferee is admitted to the Partnership Company as a substitute Limited Partner Member with respect to the Transferred Partnership Membership Interest.

Permitted Transferees. (a) Notwithstanding Subject to paragraph (b) of this Section 1.2, any Management Stockholder may Transfer any shares of Common Stock or any interest therein or his or her rights to subscribe for the provisions same, if any, (i) with the prior written consent of Section 7.8, each Limited Partner shall, subject to Section 7.1(b) and Section 7.1(cEndo LLC's Board of Managers (the "LLC Board"), have the right which consent shall --------- not be unreasonably withheld (provided that reasonable grounds to Transfer (withhold -------- ---- consent shall include, but not be limited to, the risk of subjecting the Company to substitute the transferee as a substitute Partner in such Partner’s place, except in accordance with Section 7.3registration or reporting requirements under federal securities laws), to a trust or corporation the beneficiaries or stockholders of which are such Management Stockholder, as the case may be, his or her spouse, parents, any other family members, (ii) in case of his or her death, by will or by the laws of intestate succession to executors, administrators, testamentary trustees, legatees or beneficiaries, or (iii) with the prior written consent of the LLC Board, to any transferee, including, without limitation, to one or more Management Stockholders or to any employee who is, in the opinion of the LLC Board, a written instrument, all current member of management of the Company or any part of its subsidiaries, if any. In addition to the foregoing, any transferee of a Limited Partner’s Partnership Group Interest Management Stockholder described above may Transfer shares of Common Stock back to such Stockholder or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the another Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner at the time of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” and, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “Non-Qualifying Transferee”), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall be the Agreed Value of the Partnership Group Interests subject to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General PartnerStockholder. (b) Unless and until admitted as a substitute Limited Partner Any Transfer of shares of Common Stock made pursuant to paragraph (a) of this Section 7.31.2 to a Permitted Transferee shall be permitted and shall be effective only if such Permitted Transferee shall agree in writing to be bound by the terms and conditions of this Agreement pursuant to an instrument of assumption reasonably satisfactory in form and substance to Endo LLC. (c) An "affiliate" of, or a person "affiliated" with, a transferee specified --------- ---------- person, is a person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified (in the case of a Limited Partner’s Partnership Group Interests or Class B Units▇▇▇▇▇, in whole or in partincluding, shall be an assignee with respect to the Transferred Partnership Interest comprising the Transferred part without limitation, any partner of such Partnership Group Interests entity or Class B Units and shall not be entitled to becomeany director or officer of ▇▇▇▇▇ & Company, any individual retirement account of any such partner, director or officer, any family member of any such partner, director or officer, or to exercise any trust or family partnership for the rights ofbenefit of any such partner, a Limited Partner, including the right to vote, the right to require any information director or accounting of the Partnership’s business, officer or the right to inspect the Partnership’s books and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Transferred to such transferee, the share of distributions and profits to which the transferor would otherwise be entitled with respect to the Transferred Partnership Interest. Subject to the provisions of Section 6.1(bfamily member thereof), the transferor shall have the right to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership as a substitute Limited Partner with respect to the Transferred Partnership Interest.

Permitted Transferees. Notwithstanding anything to the contrary above, as long as (a) Notwithstanding Quantenna Communications, Inc. or a Permitted Transferee of Quantenna Communications, Inc. is the provisions of Section 7.8then-current Tenant under this Lease, each Limited Partner shall, subject to Section 7.1(b(b) no non- monetary default (beyond applicable notice and cure periods) and Section 7.1(cno monetary default under this Lease then exists, Tenant shall have the right, without the consent of Landlord, but without in any way releasing Quantenna Communications, Inc. from any of its obligations under this Lease, to (a) assign its interest in this Lease to (i) any corporation or other entity which is a successor to Tenant either by merger or consolidation, or (ii) a purchaser of all or substantially all of Tenant's assets, or (iii) to a corporation or other entity which shall control, be under the control of, or be under common control with Tenant (the term "control" as used herein shall be deemed to mean ownership of more than fifty percent (50%) of the outstanding voting stock of a corporation, or other majority equity and control interest if Tenant is not a corporation) (any such entity being a "Permitted Transferee"), have the right to Transfer or (but not to substitute the transferee as a substitute Partner in such Partner’s place, except in accordance with Section 7.3), by a written instrument, b) sublease all or any part portion of a Limited Partner’s Partnership Group Interest or Class B Units the Premises to a Permitted Transferee. Notwithstanding the previous sentence, if the Any assignment or sublease to a Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner at the time of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” and, at any time after such Transfer, such Permitted Transferee ceases pursuant to be an Affiliate of such Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “Non-Qualifying Transferee”), such Transfer shall be deemed to not be a Permitted Transfer and this Section 7.9 shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect this Lease. Tenant shall, within thirty (30) days after execution thereof, deliver to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall be the Agreed Value Landlord (A) a copy of the Partnership Group Interests subject assignment in form and substance reasonably satisfactory to Landlord, duly executed by Tenant, (B) an instrument, duly executed and authorized by the Transfer as assignee, in which such assignee assumes observance and performance of, and agrees to be bound by, all of the close terms, covenants and coriditions of business this Lease on the date the transferee ceased Tenant's part to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null observed and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General Partner. (b) Unless and until admitted as a substitute Limited Partner pursuant to Section 7.3, a transferee of a Limited Partner’s Partnership Group Interests or Class B Units, in whole or in part, shall be an assignee with respect to the Transferred Partnership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to becomeperformed, or (C) a duplicate original sublease in form and substance reasonably satisfactory to exercise the rights ofLandlord, a Limited Partner, including the right to vote, the right to require any information or accounting of the Partnership’s business, or the right to inspect the Partnership’s books duly executed by Tenant and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Transferred to such transferee, the share of distributions and profits to which the transferor would otherwise be entitled with respect to the Transferred Partnership Interest. Subject to the provisions of Section 6.1(b), the transferor shall have the right to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership as a substitute Limited Partner with respect to the Transferred Partnership Interestsubtenant.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.87.7, each Limited Partner shall, subject to Section 7.1(b) and Section 7.1(c), have the right to Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s 's place, except in accordance with Section 7.3), by a written instrument, all or any part of a Limited Partner’s 's Partnership Group Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner at the time of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “"Permitted Transfer” " and, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “Non"NON-Qualifying Transferee”QUALIFYING TRANSFEREE"), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.87.7. Pursuant to Section 7.87.7, such transferring Limited Partner or such transferring Limited Partner’s 's legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “"Permitted Transfer”", and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 7.7 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 7.7 shall be an amount agreed upon by such transferring Limited Partner and the General Partner or, if such Limited Partner and the General Partner cannot agree on a price within five Business Days after delivery of the First Refusal Notice, such price shall be the Agreed Value fair market value of the Partnership Group Interests subject Interest transferred pursuant to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “"Permitted Transfer” " (such date, the “Non"NON-Qualifying Date”QUALIFYING DATE"), as determined at the Partnership's expense by a nationally recognized investment banking firm mutually selected by such transferring Limited Partner and the General Partner. In If such transferring Limited Partner and the event General Partner are unable, within ten days after the expiration of such five Business Day period, to mutually agree upon an investment banking firm, then each of such transferring Limited Partner and the General Partner shall choose a nationally recognized investment banking firm and the two investment banking firms so chosen shall choose a third nationally recognized investment banking firm which shall determine the fair market value of the Partnership Interest transferred pursuant to such Transfer at the Partnership's expense. The determination of fair market value shall be based on the value that a willing buyer with knowledge of all relevant facts would pay a willing seller for all the outstanding equity securities of the Partnership in connection with an auction for the Partnership as a going concern and shall not take into account any acquisitions made by the Partnership or its Affiliates or any other events subsequent to the Non-Qualifying Date is and shall not be subject to any discount for a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Datesale of a minority interest. If such transferring Limited Partner fails to comply with all the terms of Section 7.87.7, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer transferred such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably reasonably, determined by the General Partner. (b) Unless and until admitted as a substitute Limited Partner pursuant to Section 7.3, a transferee of a Limited Partner’s 's Partnership Group Interests or Class B UnitsInterest, in whole or in part, shall be an assignee with respect to the such Transferred Partnership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to become, or to exercise the rights of, a Limited Partner, including the right to vote, the right to require any information or accounting of the Partnership’s 's business, or the right to inspect the Partnership’s 's books and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Interest Transferred to such transferee, the share of distributions and profits profits, including distributions representing the return of Capital Contributions, to which the transferor would otherwise be entitled with respect to the Transferred Partnership Interest. Subject to the provisions of Section 6.1(b), the transferor shall have the right to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership as a substitute Limited Partner with respect to the Transferred Partnership Interest.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.8, each Limited Partner shall, subject Subject to Section 7.1(b3.01, any Stockholder may at any time Transfer any or all of its Company Securities to a Permitted Transferee without the consent of any Person and without compliance with Sections 4.01 and 4.02, as the case may be, so long as (a) such Permitted Transferee shall have agreed in writing to be bound by the terms of this Agreement by executing a joinder agreement in the form of Exhibit A attached hereto; (b) the Transfer is in compliance with the Securities Act, any other applicable securities or “blue sky” laws and any other restrictions on Transfer contained in this Agreement; and (c) the Transfer does not trigger any obligation to register any Company Securities under Section 7.1(c), have 12(g) of the right Securities Act. Such Stockholder must give written prior notice to the Company of any proposed Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s place, except in accordance with Section 7.3), by a written instrument, all or any part of a Limited Partner’s Partnership Group Interest or Class B Units to a Permitted Transferee. Notwithstanding , including the previous sentence, if the identity of such proposed Permitted Transferee and such other information reasonably requested by the Company to ensure compliance with the terms of this Agreement and the Company shall be entitled to condition any such Transfer on receipt of an opinion of counsel reasonably acceptable to the Company that such Transfer is such because it was an Affiliate exempt from the registration requirements of the transferring Limited Partner at the time of such Transfer or the Transfer was Securities Act. (b) If, while a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” and, at Transferee holds any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner or such Transfer or such Company Securities a Permitted Transferee ceases to qualify under as a Permitted Transferee in relation to the initial transferor Stockholder from whom or which such clause Permitted Transferee or any previous Permitted Transferee of such initial transferor Stockholder received such shares (a) (a an “Non-Qualifying TransfereeUnwinding Event”), then the relevant initial transferor Stockholder: (i) shall forthwith notify the other Stockholders and the Company of the pending occurrence of such Unwinding Event; and (ii) shall take all actions necessary, prior to such Unwinding Event, to effect a Transfer shall be deemed of all the Company Securities held by the relevant Permitted Transferee either back to not be such Stockholder or, pursuant to this Section 3.03, to another Person which qualifies as a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate Transferee of such initial transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall be the Agreed Value of the Partnership Group Interests subject to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General PartnerStockholder. (b) Unless and until admitted as a substitute Limited Partner pursuant to Section 7.3, a transferee of a Limited Partner’s Partnership Group Interests or Class B Units, in whole or in part, shall be an assignee with respect to the Transferred Partnership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to become, or to exercise the rights of, a Limited Partner, including the right to vote, the right to require any information or accounting of the Partnership’s business, or the right to inspect the Partnership’s books and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Transferred to such transferee, the share of distributions and profits to which the transferor would otherwise be entitled with respect to the Transferred Partnership Interest. Subject to the provisions of Section 6.1(b), the transferor shall have the right to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership as a substitute Limited Partner with respect to the Transferred Partnership Interest.

Permitted Transferees. (a) Notwithstanding Any Permitted Transferee receiving Shares in a Transfer pursuant to Section 3.1.1 or 3.1.5 shall be subject to the provisions terms and conditions of, and be entitled to enforce, this Agreement to the same extent, and in the same capacity, as the Stockholder that Transfers the Shares to such Permitted Transferee as if such Permitted Transferee were such Stockholder. Prior to the initial Transfer of any Shares to any Permitted Transferee pursuant to Section 7.83.1.1 or 3.1.5, and as a condition thereto, each Limited Partner shallholder of Shares effecting such Transfer shall (i) cause such Permitted Transferee to deliver to the Company and each of the Stockholders (other than the transferor or the Managers) its written agreement, subject in form and substance reasonably satisfactory to Section 7.1(bthe Company, to be bound by the terms and conditions of this Agreement to the extent described in the preceding sentence and (ii) and Section 7.1(c), have remain directly liable for the right to Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s place, except in accordance with Section 7.3), performance by a written instrument, all or any part of a Limited Partner’s Partnership Group Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner at the time all obligations of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” and, at any time after such Transfer, such Permitted Transferee ceases to be under this Agreement. To the extent a Permitted Transferee is not an individual, a trust or an estate, and the transferor or an Affiliate of such Limited Partner or such Transfer or thereof shall cease to control such Permitted Transferee ceases to qualify under Transferee, (i) such clause (a) (a “Non-Qualifying Transferee”), such Transfer change of control shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver of the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or Shares held by such Permitted Transferee ceases subject to qualify under clause the Transfer restrictions contained or referenced in this Section 3 and (aii) to the extent such Permitted Transferee then holds assets in addition to Shares, the determination of the definition herein of “Permitted Transfer”, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price deemed to have been paid for the Shares held by such Permitted Transferee in such deemed Transfer for purposes of Section 7.8 the provisions of Sections 3 and 4 shall be made by the Agreed Value of the Partnership Group Interests subject Board in good faith; provided that, Music Capital Partners, L.P. ceasing to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such control its Permitted Transferee ceases ALP Music Capital Partners, L.P. following the transfer referred to qualify under clause (a) in the second sentence of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General Partner. (b) Unless and until admitted as a substitute Limited Partner pursuant to Section 7.3, a transferee of a Limited Partner’s Partnership Group Interests or Class B Units, in whole or in part, shall be an assignee with respect to the Transferred Partnership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to become, or to exercise the rights of, a Limited Partner, including the right to vote, the right to require any information or accounting deemed a Transfer of the Partnership’s business, or the right to inspect the Partnership’s books and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Transferred to such transferee, the share of distributions and profits to which the transferor would otherwise be entitled with respect to the Transferred Partnership Interest. Subject Shares pursuant to the provisions of Section 6.1(b), the transferor shall have the right to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership as a substitute Limited Partner with respect to the Transferred Partnership Interestforegoing sentence.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.8, each Limited Partner shall, subject to Section 7.1(b) and Section 7.1(c), have the right In order to Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s place, except in accordance with Section 7.3), by a written instrument, all or any part of a Limited Partner’s Partnership Group Interest or Class B Units Restricted Stock to a Permitted Transferee. Notwithstanding , the previous sentence, if Shareholder will submit the certificates representing the shares to the Company together with (i) a written agreement satisfactory in form and substance to ASI signed by the Permitted Transferee is such because it was an Affiliate agreeing to be bound by all of the transferring Limited Partner at terms and provisions of this Agreement applicable to the time of Shareholder; (ii) such Transfer or evidence as ASI may reasonably request that the Transfer was proposed transferee in a Permitted Transferee; (iii) an opinion of counsel reasonably satisfactory to ASI that the proposed Transfer may be effective without registration under clause (a) the Securities Act and any state securities laws. The certificate issued in the name of the definition herein of “Permitted Transfer” and, at any time after such Transfer, such Permitted Transferee ceases will bear the legend referred to be an Affiliate of such Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “Non-Qualifying Transferee”), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to in Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall be the Agreed Value of the Partnership Group Interests subject to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General Partner2. (b) Unless Following any Transfer of Restricted Stock to a Permitted Transferee, the Shareholder and until admitted all Permitted Transferees will be jointly and severally liable for the performance of the obligations of the Shareholder hereunder, and the rights of the Shareholder hereunder will be exercised by a single representative of all holders of Restricted Stock. As long as a substitute Limited Partner pursuant the Shareholder is alive and legally competent and continues to Section 7.3own any share of Restricted Stock, a transferee of a Limited Partner’s Partnership Group Interests or Class B Units, in whole or in part, the Shareholder shall be an assignee with respect that representative. Upon the death or incompetency of the Shareholder, his execution or conservation will appoint a Permitted Transferee as successor representative. Upon the Transfer by the Shareholder of all of his Restricted Stock, if any Permitted Transferee will own Restricted Stock after the Transfer, the Shareholder will appoint a Permitted Transferee as successor representative. If any successor representative appointed by the Shareholder or his executor or conservator resigns or ceases to own Restricted Stock, the Permitted Transferees will appoint a successor representative by majority vote of the shares of Restricted Stock then owned by all Permitted Transferees. The Shareholder or other person or persons appointing or electing a successor representative will give written notice of such election or appointment to the Transferred Partnership Interest comprising Company, identifying the Transferred part of such Partnership Group Interests or Class B Units and shall not successor representative. The Company will be entitled to becomerely without inquiry on the instructions of the representative last identified to it as provided above and may disregard any contrary claims or demands by any other holder of Restricted Stock. (c) After any Transfer to a Permitted Transferee, all provisions of this Agreement will apply to all shares, transactions or to exercise actions of the rights of, a Limited Partner, including Shareholders and all Permitted Transferees in the right to voteaggregate. Without limiting the generality of the foregoing, the right to require any information or accounting number of the Partnership’s business, or the right to inspect the Partnership’s books and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Transferred to such transferee, the share of distributions and profits shares as to which the transferor would otherwise shares of the Restricted Stock Transferred by any Permitted Transferee will be entitled aggregated with respect the shares of the Restricted Stock Transferred by the Shareholder for the purpose of determining the number of shares of the Restricted Stock that may be sold by the Shareholder or any Permitted Transferee pursuant to the Transferred Partnership Interest. Subject to the provisions of Section 6.1(b), the transferor shall have the right to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership as a substitute Limited Partner with respect to the Transferred Partnership InterestDemand Right or an Incidental Right.

Permitted Transferees. The rights of a Holder hereunder may be assigned (abut only with all related obligations as set forth below) Notwithstanding in connection with a Transfer of Registrable Securities to a Permitted Transferee of that Holder. Without prejudice to any other or similar conditions imposed hereunder with respect to any such Transfer, no assignment permitted under the provisions terms of this Section 7.84.4 shall be effective unless the Permitted Transferee to which the assignment is being made, each Limited Partner shallif not a Holder, subject has delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that the Permitted Transferee shall be bound by, and shall be a party to, this Agreement. A Permitted Transferee to whom rights are transferred pursuant to this Section 7.1(b4.4 may not again transfer those rights to any other Permitted Transferee, other than as provided in this Section 4.4. In the event a Holder transfers Registrable Securities included on a Registration Statement in connection with the foreclosure of a pledge of such Registrable Securities and, following the transfer, such Registrable Securities would not be eligible for sale pursuant to Rule 144 (or any successor provision) and Section 7.1(cunder the Securities Act without restriction pursuant to such rule on the volume of securities that may be sold in any single transaction, then (A) at the request of the new holder of such Registrable Securities (the “Pledge Holder”), the Company shall amend or supplement such Registration Statement as may be necessary in order to enable such Pledge Holder to offer and sell such Registrable Securities pursuant to such Registration Statement; provided that in no event shall the Company be required to file a post-effective amendment to the Registration Statement unless (X) such Registration Statement includes only Registrable Securities held by the Pledge Holder, Affiliates of the Pledge Holder or transferees of the Pledge Holder or (Y) the Company has received a written consent therefor from every Person for whom Common Shares have the right to Transfer been registered on (but not to substitute yet sold under) such Registration Statement, other than the transferee as a substitute Partner in such Partner’s placePledge Holder, except in accordance with Section 7.3), by a written instrument, all or any part of a Limited Partner’s Partnership Group Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate Affiliates of the transferring Limited Partner at the time of such Transfer Pledge Holder or the Transfer was a Permitted Transfer under clause (a) transferees of the definition herein of “Permitted Transfer” and, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under such clause Pledge Holder and (aB) (a “Non-Qualifying Transferee”), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) all of the definition herein rights and obligations of “Permitted Transfer”, the Company and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 Pledge Holder with respect to such Transfer; providedRegistrable Securities granted under Sections 3.1, that the purchase price for such Transfer for purposes of Section 7.8 3.3, 3.5, 3.8, 3.9, 3.10 and 4.1 shall be the Agreed Value of the Partnership Group Interests subject to the Transfer as of the close of business on the date the transferee ceased continue to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership applicable with respect to any period on or after such Registrable Securities until the Non-Qualifying Date and any distributions made in respect earlier of (X) the time required for the Pledge Holder to sell all of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and Registrable Securities held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests Pledge Holder or otherwise to (Y) the rightful owner thereof as reasonably determined by the General Partner. (b) Unless and until admitted as a substitute Limited Partner pursuant to Section 7.3, a transferee of a Limited Partner’s Partnership Group Interests or Class B Units, in whole or in part, shall be an assignee with respect to the Transferred Partnership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to become, or to exercise the rights of, a Limited Partner, including the right to vote, the right to require any information or accounting end of the Partnership’s business, or the right to inspect the Partnership’s books and records. Such transferee shall only be entitled to receive, to the extent effectiveness period of the Partnership Interests Transferred Registration Statement relating to such transferee, the share of distributions and profits to which the transferor would otherwise be entitled with respect to the Transferred Partnership Interest. Subject to the provisions of Section 6.1(b), the transferor shall have the right to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership as a substitute Limited Partner with respect to the Transferred Partnership InterestRegistrable Securities.

Permitted Transferees. The rights of a Holder hereunder may be assigned (but only with all related obligations as set forth below) in connection with a Transfer of Registrable Securities to (a) Notwithstanding a Permitted Transferee of that Holder or (b) in the provisions case of any Sponsor Holder, other than the rights of such Sponsor Holder set forth in Section 7.84.1, to a transferee that acquires greater than five (5) percent of the outstanding shares of the Company in a transaction exempt from the registration requirements of the Securities Act (other than Rule 144); provided that, in the case of each Limited Partner shall, subject to Section 7.1(bof the foregoing clauses (a) and Section 7.1(c(b), (i) the Oak Hill Post-Closing Shareholders collectively shall only be permitted to assign their one (1) Demand Registration hereunder, and the TCV Post-Closing Shareholders collectively shall only be permitted to assign their one (1) Demand Registration hereunder, if such Holders have not already exercised such right, and upon such assignment, only the right assignee thereof shall be permitted to Transfer exercise such one (but not 1) Demand Registration, and (ii) each of the Oak Hill Post-Closing Shareholders and the TCV Post-Closing Shareholders shall be permitted to substitute the transferee assign its rights under Article 3 only to a Permitted Transferee for so long as a substitute Partner in such Partner’s placePermitted Transferee remains an Affiliate of such Oak Hill Post-Closing Shareholder or such TCV Post-Closing Shareholder, except as applicable, and any Permitted Transferee to which such rights are assigned in accordance with this Section 7.3), by a written instrument, all or any part of a Limited Partner’s Partnership Group Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is 5.4 shall no longer have such because it was an Affiliate of the transferring Limited Partner at rights from and after the time of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” and, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner Oak Hill Post-Closing Shareholders or such Transfer TCV Post-Closing Shareholders, as applicable. Without prejudice to any other or such Permitted Transferee ceases to qualify under such clause (a) (a “Non-Qualifying Transferee”), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall be the Agreed Value of the Partnership Group Interests subject to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership similar conditions imposed hereunder with respect to any period on such Transfer, no assignment permitted under the terms of this Section 5.4 will be effective unless the Permitted Transferee or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General Partner. (b) Unless and until admitted as a substitute Limited Partner pursuant to Section 7.3, a transferee of a Limited Partner’s Partnership Group Interests or Class B Units, in whole or in part, shall be an other assignee with respect to the Transferred Partnership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to become, or to exercise the rights of, a Limited Partner, including the right to vote, the right to require any information or accounting of the Partnership’s business, or the right to inspect the Partnership’s books and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Transferred to such transferee, the share of distributions and profits to which the transferor would otherwise be entitled with respect assignment is being made, if not a Holder, has delivered to the Transferred Partnership Interest. Subject Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the provisions of Company that the Permitted Transferee or other assignee will be bound by, and will be a party to, this Agreement. A Permitted Transferee to whom rights are transferred pursuant to this Section 6.1(b)5.4 may not again transfer those rights to any other Permitted Transferee or other assignee, the transferor shall have the right to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership other than as a substitute Limited Partner with respect to the Transferred Partnership Interestprovided in this Section 5.4.

Permitted Transferees. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns and nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto, their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement. The rights and obligations of the Company hereunder shall not be assigned without the written consent of Champion or, if after the Distribution, a majority of the Sponsors. The rights and obligations of any Investor (aincluding those rights and obligations specific to the Sponsors) Notwithstanding shall not be assigned without the provisions written consent of Section 7.8Champion or, each Limited Partner shallif after the Distribution, subject to Section 7.1(b) a majority of the Sponsors; provided, however, that any Investor may assign its rights and Section 7.1(c), have the right to Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s place, except in accordance with Section 7.3), by a written instrument, all or any part of a Limited Partner’s Partnership Group Interest or Class B Units obligations hereunder without consent to a Permitted Transfereetransferee in connection with the transfer by such Investor of 10% or more of the Common Shares then issued and outstanding. Notwithstanding the previous sentenceforegoing, the rights of any Investor hereunder are assignable without consent to a transferee in connection with any transfer of Registrable Securities (including by means of transferring securities that are directly or indirectly convertible into or exercisable or exchangeable for Registrable Securities) so long as (1) such transferee expressly agrees to become bound hereby as an “Investor” hereunder pursuant to a written instrument in form and substance reasonably satisfactory to the Company and Champion or, if after the Permitted Transferee is such because it was an Affiliate Distribution, a majority of the transferring Limited Partner at the time Sponsors and (2) notice of such Transfer or transfer is given to the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” andCompany and Champion or, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “Non-Qualifying Transferee”), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly if after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall be the Agreed Value of the Partnership Group Interests subject to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such dateDistribution, the “Non-Qualifying Date”)Sponsors. In the event the Non-Qualifying Date is not a Business Dayaddition, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms rights of Section 7.8Champion or, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or if after the Non-Qualifying Date and any distributions made in respect of Distribution, the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General Partner. (b) Unless and until admitted as a substitute Limited Partner pursuant to Section 7.3Sponsors, a transferee of a Limited Partner’s Partnership Group Interests or Class B Unitshereunder are assignable, in whole or in part, without consent to a transferee in connection with any transfer of Registrable Securities (including by means of transferring securities that are directly or indirectly convertible into or exercisable or exchangeable for Registrable Securities) so long as (1) such transferee expressly agrees to become bound hereby as a “Sponsor” hereunder pursuant to a written instrument in form and substance reasonably satisfactory to the Company and Champion or, if after the Distribution, a majority of the Sponsors and (2) notice of such transfer is given to the Company and Champion or, if after the Distribution, the Sponsors. Any attempted assignment in violation of this Section 4.4 shall be an assignee with respect to the Transferred Partnership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units null and shall not be entitled to become, or to exercise the rights of, a Limited Partner, including the right to vote, the right to require any information or accounting of the Partnership’s business, or the right to inspect the Partnership’s books and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Transferred to such transferee, the share of distributions and profits to which the transferor would otherwise be entitled with respect to the Transferred Partnership Interest. Subject to the provisions of Section 6.1(b), the transferor shall have the right to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership as a substitute Limited Partner with respect to the Transferred Partnership Interestvoid.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.8, each Limited Partner shall, subject Subject to Section 7.1(b) and Section 7.1(c)8.01, have the right to any Member may at any time Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s place, except in accordance with Section 7.3), by a written instrument, any or all or any part of a Limited Partner’s Partnership Group Interest or Class B its Units to a Permitted Transferee. Notwithstanding Transferee without the previous sentenceconsent of any Person and without compliance with Sections 8.04, if 8.06 and 8.07, as the case may be, so long as (i) such Permitted Transferee is such because it was an Affiliate shall have agreed in writing to be bound by the terms of this Agreement by executing a joinder agreement in the transferring Limited Partner at the time form of such Transfer or Exhibit A attached hereto (“Joinder Agreement”); (ii) the Transfer was a Permitted is in compliance with the Securities Act, any other applicable securities or “blue sky” laws and any other restrictions on Transfer contained in this Agreement; and (iii) the Transfer does not trigger any registration obligation under clause (aSection 12(g) of the definition herein Securities Act. Such Member must give written prior notice to the Company of “any proposed Transfer to a Permitted Transfer” andTransferee, at any time after including the identity of such Transfer, such proposed Permitted Transferee ceases and such other information reasonably requested by the Company to ensure compliance with the terms of this Agreement and the Company shall be an Affiliate of such Limited Partner or entitled to condition any such Transfer or on receipt of an opinion of counsel reasonably acceptable to the Company that such Transfer is exempt from the registration requirements of the Securities Act. (b) If, while a Permitted Transferee holds any Units, a Permitted Transferee ceases to qualify under as a Permitted Transferee in relation to the initial transferor Member from whom or which such clause Permitted Transferee or any previous Permitted Transferee of such initial transferor Member received such shares or becomes an Adverse Person (a) (a an “Non-Qualifying TransfereeUnwinding Event”), then the relevant initial transferor Member: (i) shall forthwith notify the other Members and the Company of the pending occurrence of such Unwinding Event; and (ii) shall take all actions necessary, prior to such Unwinding Event, to effect a Transfer shall be deemed of all the Units held by the relevant Permitted Transferee either back to not be such Member or, pursuant to this Section 8.03, to another Person which qualifies as a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate Transferee of such initial transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of Member. Notwithstanding the definition herein of “Permitted Transfer”foregoing, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall be the Agreed Value of the Partnership Group Interests subject to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General Partner. (b) Unless and until admitted as a substitute Limited Partner pursuant to Section 7.3, a transferee of a Limited Partner’s Partnership Group Interests or Class B Units, in whole or in part, shall be an assignee with respect to the Transferred Partnership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to become, or to exercise the rights of, a Limited Partner, including the right to vote, the right to require any information or accounting of the Partnership’s business, or the right to inspect the Partnership’s books and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Transferred to such transferee, the share of distributions and profits to which the transferor would otherwise be entitled with respect to the Transferred Partnership Interest. Subject to the provisions of this Section 6.1(b)8.03(b) will not be applicable if, prior to any Transfer, the initial transferor shall have Member receives from the right Permitted Transferee its agreement not to vote such Transferred Partnership Interest until the transferee is admitted undertake any actions that would be reasonably likely to the Partnership as a substitute Limited Partner with respect to the Transferred Partnership Interestresult in an Unwinding Event.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.8, each Limited Partner shall, subject Subject to Section 7.1(b3.1 and, if applicable, any Management Incentive Plan, any Shareholder may at any time Transfer any or all of its Company Securities to a Permitted Transferee of such Shareholder; provided that (i) such Transfer does not involve any economic realization in respect of such Transfer, (ii) such Permitted Transferee shall have executed and Section 7.1(c)delivered to the Company a Joinder Agreement agreeing to be bound by the terms of this Agreement, (iii) such Shareholder shall have given written prior notice to the right to Company of any proposed Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s place, except in accordance with Section 7.3), by a written instrument, all or any part of a Limited Partner’s Partnership Group Interest or Class B Units to a Permitted Transferee. Notwithstanding , including the previous sentence, if the identity of such proposed Permitted Transferee and such other information reasonably requested by the Company to ensure compliance with the terms of this Agreement, and (iv) the Company shall be entitled to condition any such Transfer on receipt of an opinion of counsel reasonably acceptable to the Company that such Transfer is such because it was an Affiliate exempt from the registration requirements of the transferring Limited Partner at the time of such Transfer or the Transfer was Securities Act. (b) If, while a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” andTransferee holds any Company Securities, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner or such Transfer or such a Permitted Transferee ceases to qualify under as a Permitted Transferee in relation to the initial transferring Shareholder from whom or which such clause Permitted Transferee or any previous Permitted Transferee of such initial transferring Shareholder received such shares (a) (a an “Non-Qualifying TransfereeUnwinding Event”), then: (i) the relevant initial transferor Shareholder shall forthwith notify the other Shareholders and the Company of the pending occurrence of such Unwinding Event; and (ii) prior to such Unwinding Event, such initial transferor Shareholder shall take all actions necessary to effect a Transfer shall be deemed of all the Company Securities held by the relevant Permitted Transferee either back to not be such Shareholder or, pursuant to this Section 3.3, to another Person which qualifies as a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate Transferee of such initial transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall be the Agreed Value of the Partnership Group Interests subject to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General PartnerShareholder. (bc) Unless and until admitted as a substitute Limited Partner pursuant to Section 7.3, a transferee of a Limited Partner’s Partnership Group Interests or Class B Units, in whole or in part, shall be an assignee with respect Notwithstanding anything to the Transferred Partnership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and contrary contained in this Agreement, no party shall not be entitled to become, or to exercise the rights of, a Limited Partner, including the right to vote, the right to require any information or accounting of the Partnership’s business, or the right to inspect the Partnership’s books and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Transferred to such transferee, the share of distributions and profits to which the transferor would otherwise be entitled with respect to the Transferred Partnership Interest. Subject to avoid the provisions of Section 6.1(b), the transferor shall have the right this Agreement by making one or more Transfers to vote one or more Permitted Transferees and then disposing of all or any portion of such Transferred Partnership Interest until the transferee is admitted to the Partnership as a substitute Limited Partner with respect to the Transferred Partnership Interestparty’s interest in such Permitted Transferee.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.86.1, each Limited Partner shall, subject to Section 7.1(b) and Section 7.1(c), have the right Shareholder shall be entitled to Transfer (but not Shares to substitute a Parent of the transferee as Shareholder or to a substitute Partner in such Partner’s place, except in accordance with Section 7.3), corporation that is Controlled by the Shareholder or by a written instrument, all or any part of a Limited Partner’s Partnership Group Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate Parent of the transferring Limited Partner at the time of Shareholder, provided that such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” and, at any time after such Transfer, such Permitted Transferee ceases Shareholder shall continue to be an Affiliate bound by all of such Limited Partner or such Transfer or such Permitted Transferee ceases to qualify its obligations under such clause (a) (a “Non-Qualifying Transferee”), this Agreement. No such Transfer shall be deemed effective until the transferee executes and delivers to not be the Corporation a Permitted Transfer and counterpart to this Agreement in compliance with Section 6.1(b). (b) Notwithstanding Section 6.1, a Party shall be subject entitled to Transfer a direct or indirect equity interest in a Shareholder to a Parent of the Shareholder or to a corporation that is Controlled by a Parent of the Shareholder. No such Transfer shall be effective until the transferee executes and delivers to the Corporation a counterpart to this Agreement in compliance with Section 6.1(b). (c) If the Person to which Shares or a direct or indirect equity interest in a Shareholder are Transferred pursuant to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner 6.1(a) or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee 6.1(b) ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) a Parent of the definition herein of “Permitted Transfer”, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall be the Agreed Value Shareholder or Controlled by a Parent of the Partnership Group Interests subject Shareholder, then the Shares or equity interest Transferred pursuant to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner Section 6.1(a) or such Transfer or such Permitted Transferee ceases to qualify under clause (a6.1(b) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on been Transferred back to the first Business Day following Party which had originally so Transferred such original Non-Qualifying Date. Shares or equity interest to such Person effective immediately prior to such event, and the applicable Parties will do all such things and provide all such further assurances as shall be necessary or desirable to give further effect to such Transfer back. (d) If any Shareholder Transfers less than all of its Shares to any transferee permitted under this Section 6.5 or Transfers its Shares to more than one such transferring Limited Partner fails to comply with all permitted transferee, such Shareholder and such permitted transferees shall collectively exercise the terms rights of Section 7.8, such Shareholder under this Agreement and no such Transfer shall be null and void and have the effect of no force and effectenlarging any Shareholder’s rights under this Agreement. No Non-Qualifying Transferee shall be entitled to receive Similarly, if any distributions from the Partnership with respect Party Transfers less than all of its direct or indirect equity interest in a Shareholder to any period on transferee permitted under this Section 6.5 or after the Non-Qualifying Date Transfers such interest to more than one such permitted transferee, such Party and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee permitted transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General Partner. (b) Unless and until admitted as a substitute Limited Partner pursuant to Section 7.3, a transferee of a Limited Partner’s Partnership Group Interests or Class B Units, in whole or in part, shall be an assignee with respect to the Transferred Partnership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to become, or to collectively exercise the rights of, a Limited Partner, including the right to vote, the right to require any information or accounting of the Partnership’s business, or the right to inspect the Partnership’s books such Party under this Agreement and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Transferred to no such transferee, the share of distributions and profits to which the transferor would otherwise be entitled with respect to the Transferred Partnership Interest. Subject to the provisions of Section 6.1(b), the transferor Transfer shall have the right to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership as a substitute Limited Partner with respect to the Transferred Partnership Interesteffect of enlarging any Party’s rights under this Agreement.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.87.7, each Limited Partner shall, subject to Section 7.1(b) and Section 7.1(c), have the right to Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s 's place, except in accordance with Section 7.3), by a written instrument, all or any part of a Limited Partner’s 's Partnership Group Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner at the time of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “"Permitted Transfer” " and, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “Non"NON-Qualifying Transferee”QUALIFYING TRANSFEREE"), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.87.7. Pursuant to Section 7.87.7, such transferring Limited Partner or such transferring Limited Partner’s 's legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “"Permitted Transfer”", and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 7.7 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 7.7 shall be an amount agreed upon by such transferring Limited Partner and the General Partner or, if such Limited Partner and the General Partner cannot agree on a price within five Business Days after delivery of the First Refusal Notice, such price shall be the Agreed Value fair market value of the Partnership Group Interests subject Interest transferred pursuant to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “"Permitted Transfer” " (such date, the “Non"NON-Qualifying Date”QUALIFYING DATE"), as determined at the Partnership's expense by a nationally recognized investment banking firm mutually selected by such transferring Limited Partner and the General Partner. In If such transferring Limited Partner 18 and the event General Partner are unable, within ten days after the expiration of such five Business Day period, to mutually agree upon an investment banking firm, then each of such transferring Limited Partner and the General Partner shall choose a nationally recognized investment banking firm and the two investment banking firms so chosen shall choose a third nationally recognized investment banking firm which shall determine the fair market value of the Partnership Interest transferred pursuant to such Transfer at the Partnership's expense. The determination of fair market value shall be based on the value that a willing buyer with knowledge of all relevant facts would pay a willing seller for all the outstanding equity securities of the Partnership in connection with an auction for the Partnership as a going concern and shall not take into account any acquisitions made by the Partnership or its Affiliates or any other events subsequent to the Non-Qualifying Date is and shall not be subject to any discount for a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Datesale of a minority interest. If such transferring Limited Partner fails to comply with all the terms of Section 7.87.7, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer transferred such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably reasonably, determined by the General Partner. (b) Unless and until admitted as a substitute Limited Partner pursuant to Section 7.3, a transferee of a Limited Partner’s 's Partnership Group Interests or Class B UnitsInterest, in whole or in part, shall be an assignee with respect to the such Transferred Partnership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to become, or to exercise the rights of, a Limited Partner, including the right to vote, the right to require any information or accounting of the Partnership’s 's business, or the right to inspect the Partnership’s 's books and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Interest Transferred to such transferee, the share of distributions and profits profits, including distributions representing the return of Capital Contributions, to which the transferor would otherwise be entitled with respect to the Transferred Partnership Interest. Subject to the provisions of Section 6.1(b), the transferor shall have the right to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership as a substitute Limited Partner with respect to the Transferred Partnership Interest.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.8, each Limited Partner shall, subject Subject to Section 7.1(b) and Section 7.1(c)9.4 but notwithstanding any other provision of this Agreement, have the right Mich▇▇▇ ▇▇▇ll be permitted to Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s placesell, except in accordance with Section 7.3), by a written instrument, give or bequeath all or any part portion of a Limited Partner’s Partnership Group Interest the Restricted Shares or Class B Units interest therein, or pass such Restricted Shares or interest by means of intestate succession or otherwise, either outright or in trust, to a Permitted Transferee, provided that such transfer shall be implemented in a manner acceptable to legal counsel for the Company. Notwithstanding the previous sentenceIn case of any such transfer by Mich▇▇▇, if the ▇▇ch Permitted Transferee is such because it was an Affiliate shall receive and hold the transferred Restricted Shares subject to all the terms and conditions of the transferring Limited Partner at the time this Agreement, and there shall be no further transfer of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” and, at any time after such Transfer, Restricted Shares except by such Permitted Transferee ceases to be an Affiliate of such Limited Partner or such Transfer or such another Permitted Transferee ceases to qualify under such clause (a) (a “Non-Qualifying Transferee”), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, and such transferring Limited Partner shall otherwise comply in accordance with the terms of Section 7.8 with respect this Agreement. Before Mich▇▇▇ ▇▇▇nsfers any Restricted Shares to such Transfer; provideda Permitted Transferee, that and before any Permitted Transferee transfers any Restricted Shares to another Permitted Transferee, Mich▇▇▇ ▇▇ the purchase price for such Transfer for purposes of Section 7.8 transferring Permitted Transferee, as the case may be, shall be give the Agreed Value of the Partnership Group Interests subject to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate Company written notice of such transferring Limited Partner or such Transfer or such intended transfer. Any Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General Partner. (b) Unless and until admitted as a substitute Limited Partner pursuant to Section 7.3, a transferee of a Limited Partner’s Partnership Group Interests or Class B Units, in whole or in part, shall be an assignee with respect to the Transferred Partnership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to become, or to exercise the rights of, a Limited Partner, including the right to vote, the right to require any information or accounting of the Partnership’s business, or the right to inspect the Partnership’s books and records. Such transferee shall only be entitled to receiveshall, to the extent of the Partnership Interests Transferred Restricted Shares transferred, succeed to all the rights and obligations of the transferor under this Agreement and shall become bound by all the terms and conditions hereof; provided that, as a condition precedent to a Permitted Transferee's exercising any rights under this Agreement and to the Company's obligation to change its records to reflect the record ownership of such transfereeRestricted Shares in the name of such Permitted Transferee, the share Permitted Transferee shall execute such documents and instruments as may reasonably be required by legal counsel to the Company. Unless otherwise expressly provided in this Agreement, any reference herein to a right or obligation of distributions Mich▇▇▇ ▇▇ sell or receive payment for any shares of Class A Stock shall be deemed to refer equally to any Permitted Transferee, and profits to which the transferor would otherwise be entitled any limitations herein with respect to the Transferred Partnership Interest. Subject number or category of 35 39 shares of Class A Stock which Mich▇▇▇ ▇▇▇ll have a right or obligation to the provisions of Section 6.1(b), the transferor sell in any calendar year shall have the right apply to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership Mich▇▇▇ ▇▇▇ all Permitted Transferees as a substitute Limited Partner with respect to the Transferred Partnership Interestgroup.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.8, each Limited Partner shall, subject Subject to Section 7.1(b) and Section 7.1(c)12.4 but notwithstanding any other provision of this Agreement, have the right Ken ▇▇▇ll be permitted to Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s placesell, except in accordance with Section 7.3), by a written instrument, give or bequeath all or any part portion of a Limited Partner’s Partnership Group Interest the Option Shares or Class B Units interest therein, or pass such Option Shares or interest by means of intestate succession or otherwise, either outright or in trust, to a Permitted Transferee, provided that such transfer shall be implemented in a manner acceptable to legal counsel for the Company. Notwithstanding the previous sentenceIn case of any such transfer by Ken, if the ▇▇ch Permitted Transferee is such because it was an Affiliate shall receive and hold the transferred Option Shares subject to all the terms and conditions of the transferring Limited Partner at the time this Agreement, and there shall be no further transfer of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” and, at any time after such Transfer, Option Shares except by such Permitted Transferee ceases to be an Affiliate of such Limited Partner or such Transfer or such another Permitted Transferee ceases to qualify under such clause (a) (a “Non-Qualifying Transferee”), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, and such transferring Limited Partner shall otherwise comply in accordance with the terms of Section 7.8 with respect this Agreement. Before Ken ▇▇▇nsfers any Option Shares to such Transfer; provideda Permitted Transferee, that and before any Permitted Transferee transfers any Option Shares to another Permitted Transferee, Ken ▇▇ the purchase price for such Transfer for purposes of Section 7.8 transferring Permitted Transferee, as the case may be, shall be give the Agreed Value of the Partnership Group Interests subject to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate Company written notice of such transferring Limited Partner or such Transfer or such intended transfer. Any Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General Partner. (b) Unless and until admitted as a substitute Limited Partner pursuant to Section 7.3, a transferee of a Limited Partner’s Partnership Group Interests or Class B Units, in whole or in part, shall be an assignee with respect to the Transferred Partnership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to become, or to exercise the rights of, a Limited Partner, including the right to vote, the right to require any information or accounting of the Partnership’s business, or the right to inspect the Partnership’s books and records. Such transferee shall only be entitled to receiveshall, to the extent of the Partnership Interests Transferred Option Shares transferred, succeed to all the rights and obligations of the transferor under this Agreement and shall become bound by all the terms and conditions hereof; provided that, as a condition precedent to a Permitted Transferee's exercising any rights under this Agreement and to the Company's obligation to change its records to reflect the record ownership of such transfereeOption Shares in the name of such Permitted Transferee, the share Permitted Transferee shall execute such documents and instruments as may reasonably be required by legal counsel to the Company. Unless otherwise expressly provided in this Agreement, any reference herein to a right or obligation of distributions Ken ▇▇ sell or receive payment for any shares of Class A Stock shall be deemed to refer equally to any Permitted Transferee, and profits to which the transferor would otherwise be entitled any limitations herein with respect to the Transferred Partnership Interest. Subject to the provisions number or category of Section 6.1(b), the transferor shall shares of Class A Stock which Ken ▇▇▇ll have the right to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership as a substitute Limited Partner with respect to the Transferred Partnership Interest.right

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.89.8, each Limited Partner Member shall, ----------- subject to Section 7.1(b) and Section 7.1(c9.1(b), have the right to Transfer (but not to substitute the -------------- transferee as a substitute Partner Member in such Partner’s Member's place, except in accordance with Section 7.39.3), by a written instrument, all or any part of a Limited Partner’s Partnership Group Member's ----------- Membership Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner Member at the time of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” Transfer and, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner Member or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “"Non-Qualifying Transferee”"), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.89.8. ----------- Pursuant to Section 7.89.8, such transferring Limited Partner Member, or such transferring Limited Partner’s Member's ----------- legal representative representative, shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner Member, or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, and such transferring Limited Partner Member shall otherwise comply with the terms of Section 7.8 9.8 with respect to such Transfer; ----------- provided, that the purchase price for such Transfer for purposes of Section 7.8 9.8 ----------- shall be an amount agreed upon by such transferring Member and a Majority in Interest (excluding such transferring Member's Percentage Interest) or, if such Member and such Majority in Interest cannot agree on a price within five (5) Business Days after delivery of the First Refusal Notice, such price shall be the Agreed Value fair market value of the Partnership Group Interests subject Membership Interest transferred pursuant to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner Member or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” Transfer (such date, the “"Non-Qualifying Date”"), as determined at the Company's expense by a nationally recognized investment banking firm mutually selected by such transferring Member and a Majority in Interest (excluding such transferring Member's Percentage Interest). In If such transferring Member and such Majority in Interest are unable, within ten (10) days after the event expiration of such five (5) Business Day period, to mutually agree upon an investment banking firm, then each of such transferring Member and such Majority in Interest shall choose a nationally recognized investment banking firm and the two investment banking firms so chosen shall choose a third nationally recognized investment banking firm which shall determine the fair market value of the Membership Interest transferred pursuant to such Transfer at the Company's expense. The determination of fair market value EXECUTION COPY shall be based on the value that a willing buyer with knowledge of all relevant facts would pay a willing seller for all the outstanding equity securities of the Company in connection with an auction for the Company as a going concern and shall not take into account any acquisitions made by the Company or its Affiliates or any other events subsequent to the Non-Qualifying Date is and shall not be subject to any discount for a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Datesale of a minority interest. If such transferring Limited Partner Member fails to comply with all the terms of Section 7.89.8, such ----------- Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period Company on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Membership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Non- Qualifying Transferee Members shall be paid to the Limited Partner Member who attempted to transfer transferred such Partnership Group Interests Membership Interest or otherwise to the rightful owner thereof as reasonably determined by the General PartnerBoard. (b) Unless and until admitted as a substitute Limited Partner Member pursuant to Section 7.39.3, a transferee of a Limited Partner’s Partnership Group Interests or Class B Units, Member's Membership Interest in whole or in part, ----------- part shall be an assignee with respect to the such Transferred Partnership Membership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to participate in the management of the business and affairs of the Company or to become, or to exercise the rights of, a Limited PartnerMember, including the right to appoint Directors, the right to vote, the right to require any information or accounting of the Partnership’s Company's business, or the right to inspect the Partnership’s Company's books and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Membership Interest Transferred to such transferee, the share of distributions and profits profits, including distributions representing the return of Capital Contributions, to which the transferor would otherwise be entitled with respect to the Transferred Partnership Membership Interest. Subject to the provisions of Section 6.1(b), the The transferor shall have the right to vote such Transferred Partnership Membership Interest until the transferee is admitted to the Partnership Company as a substitute Limited Partner Member with respect to the Transferred Partnership Membership Interest.

Permitted Transferees. (a) Notwithstanding anything in this Agreement to the provisions contrary, any Securityholder may at any time Transfer any or all of Section 7.8its Company Securities to one or more of its Permitted Transferees without the consent of the Board or any other Securityholder or group of Securityholders and without compliance with Sections 3.04, each Limited Partner shall3.05, subject 4.01 and 4.02 (but, with respect to Section 7.1(bthe Management Investors, in compliance with any additional restrictions imposed on the transfer of such Company Securities under any other agreement with, or grant from, the Company and with respect to Peninsula and its Permitted Transferees, in compliance with the restrictions set forth in the definition of “Permitted Transferee”) so long as (i) such Permitted Transferee shall have agreed in writing to be bound by the terms of this Agreement in the form of Exhibit A attached hereto (the “Joinder”) and Section 7.1(c), have (ii) the right Transfer to Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s place, except in accordance with Section 7.3), by a written instrument, all or any part of a Limited Partner’s Partnership Group Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate not in violation of applicable federal or state securities laws. (b) Notwithstanding anything in this Agreement to the transferring Limited Partner at the time of such Transfer contrary, any Securityholder which is formed as a limited partnership or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” and, similar pooled investment vehicle may at any time after Transfer any or all of its Company Securities to its limited partners (or other investors, as applicable) upon the dissolution or termination of such TransferSecurityholder (such Persons the “Dissolution Transferees”); provided (i) that such Dissolution Transferee shall have agreed in writing to be bound by the terms of this Agreement in the form of the Joinder and (ii) the Transfer to such Dissolution Transferee is not violation of applicable federal or state securities laws; provided, further, that any Dissolution Transferee shall not be considered a Permitted Transferee for purposes of any provision of this Agreement whereby the ownership of a Securityholder is determined by aggregating the ownership of such Company Securities by such Securityholder with the Company Securities owned by his or its Permitted Transferees. (c) If any Permitted Transferee of any Securityholder to which Company Securities have been transferred ceases to be a Permitted Transferee of such Securityholder, such Permitted Transferee shall, and such Securityholder shall cause such Permitted Transferee to, transfer back to such Securityholder (or to another Permitted Transferee of such Securityholder) any Company Securities it owns on or prior to the date that such Permitted Transferee ceases to be an Affiliate a Permitted Transferee of such Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “Non-Qualifying Transferee”), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall be the Agreed Value of the Partnership Group Interests subject to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General PartnerSecurityholder. (b) Unless and until admitted as a substitute Limited Partner pursuant to Section 7.3, a transferee of a Limited Partner’s Partnership Group Interests or Class B Units, in whole or in part, shall be an assignee with respect to the Transferred Partnership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to become, or to exercise the rights of, a Limited Partner, including the right to vote, the right to require any information or accounting of the Partnership’s business, or the right to inspect the Partnership’s books and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Transferred to such transferee, the share of distributions and profits to which the transferor would otherwise be entitled with respect to the Transferred Partnership Interest. Subject to the provisions of Section 6.1(b), the transferor shall have the right to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership as a substitute Limited Partner with respect to the Transferred Partnership Interest.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.8, each Limited Partner shall, subject Subject to Section 7.1(b3.01, any Stockholder may at any time Transfer any or all of its Company Securities to a Permitted Transferee without the consent of any Person and without compliance with Sections 3.04, 4.01 and 4.02, as the case may be, so long as (a) such Permitted Transferee shall have agreed in writing to be bound by the terms of this Agreement in the form of Exhibit A attached hereto; (b) the Transfer is in compliance with the Securities Act, any other applicable securities or "blue sky" laws and any other restrictions on Transfer contained in this Agreement; and (c) the Transfer does not trigger any registration rights under Section 7.1(c), have 12(g) of the right Securities Act. Such Stockholder must give written prior notice to the Company of any proposed Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s place, except in accordance with Section 7.3), by a written instrument, all or any part of a Limited Partner’s Partnership Group Interest or Class B Units to a Permitted Transferee. Notwithstanding , including the previous sentence, if the identity of such proposed Permitted Transferee and such other information reasonably requested by the Company to ensure compliance with the terms of this Agreement and the Company shall be entitled to condition any such Transfer on receipt of an opinion of counsel reasonably acceptable to the Company that such Transfer is such because it was an Affiliate exempt from the registration requirements of the transferring Limited Partner at the time of such Transfer or the Transfer was Securities Act. (b) If, while a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” and, at Transferee holds any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner or such Transfer or such Company Securities a Permitted Transferee ceases to qualify under such clause (a) (a “Non-Qualifying Transferee”), such Transfer shall be deemed to not be as a Permitted Transfer and shall be subject Transferee in relation to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner the initial transferor Stockholder from whom or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or which such Permitted Transferee ceases to qualify under clause or any previous Permitted Transferee of such initial transferor Stockholder received such shares or becomes an Adverse Person (aan "Unwinding Event"), then the relevant initial transferor Stockholder: (i) shall forthwith notify the other Stockholders and the Company of the definition herein pending occurrence of “Permitted Transfer”such Unwinding Event; and (ii) shall take all actions necessary, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect prior to such Transfer; providedUnwinding Event, that to effect a Transfer of all the purchase price for Company Securities held by the relevant Permitted Transferee either back to such Transfer for purposes of Stockholder or, pursuant to this Section 7.8 shall be the Agreed Value of the Partnership Group Interests subject 3.03, to the Transfer another Person which qualifies as of the close of business on the date the transferee ceased to be an Affiliate a Permitted Transferee of such initial transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General PartnerStockholder. (b) Unless and until admitted as a substitute Limited Partner pursuant to Section 7.3, a transferee of a Limited Partner’s Partnership Group Interests or Class B Units, in whole or in part, shall be an assignee with respect to the Transferred Partnership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to become, or to exercise the rights of, a Limited Partner, including the right to vote, the right to require any information or accounting of the Partnership’s business, or the right to inspect the Partnership’s books and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Transferred to such transferee, the share of distributions and profits to which the transferor would otherwise be entitled with respect to the Transferred Partnership Interest. Subject to the provisions of Section 6.1(b), the transferor shall have the right to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership as a substitute Limited Partner with respect to the Transferred Partnership Interest.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.8, each Limited Partner shall, subject Subject to Section 7.1(b) and Section 7.1(c)8.1, have the right to a Member may Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s place, except in accordance with Section 7.3), by a written instrument, all or any part portion of a Limited Partner’s Partnership Group Interest or Class B its Units to a Permitted Transferee. Notwithstanding ; provided that such Member gives written notice to the previous sentenceLLC of its intention to make a Transfer to such Transferee, if stating the name and address of the Permitted Transferee, the Member’s relationship to the Permitted Transferee is such because it was an Affiliate and the type and amount of Units to be Transferred. The LLC will give prompt notice of the transferring Limited Partner at Transfer to each other Member. As a condition to such Transfer, the time Transferor Member will cause the Permitted Transferee to execute and deliver to the Managing Member and each other Member an Assignment and Assumption Agreement in the form of such Transfer or the Transfer was a Permitted Transfer under clause (a) Exhibit D, and upon consummation of the definition herein of “Permitted Transfer” and, at any time after such Transfer, such Permitted Transferee ceases will be a Member and will be subject to be an Affiliate all rights and obligations of such Limited Partner the Transferor Member under this Agreement. (b) Except as provided in Section 7.9(h) or such Transfer or such Section 8.12, before any Permitted Transferee ceases to qualify under such clause (a) (a “Non-Qualifying Transferee”), such Transfer shall be deemed to not be as a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8Transferee of the relevant Member, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) will Transfer full legal and beneficial ownership of the definition herein Units to the relevant Member or, subject to this Article VIII, another Permitted Transferee of “the relevant Member. If such a Transfer is not made in accordance with the immediately preceding sentence, then in addition to all other remedies available at law or in equity, any Class B Common Stock held by such non- qualifying Permitted Transfer”, and such transferring Limited Partner shall otherwise comply Transferee will be immediately redeemed by the Company for its Par Value per share in accordance with the terms of the Equityholders’ Agreement and the Charter. (c) Except as provided in Section 7.8 with respect 8.12, before any Member (if not a Parent), or any Subsidiary of a Parent that Controls such Member, ceases to such Transfer; providedbe a direct or indirect wholly owned Subsidiary of its Parent, that or, in the purchase price for such Transfer for purposes case of Section 7.8 shall be the Agreed Value BHN, less than 100% of the Partnership Group Interests economic and voting interests in BHN cease to be Controlled by BHN’s Parent, such Member will Transfer full legal and beneficial ownership of its Units to its Parent or, subject to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such this Article VIII, another Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”)its Parent. In the event of a breach of the Non-Qualifying Date is not a Business Dayimmediately preceding sentence, then, in addition to all other remedies available at law or in equity, each share of Class B Common Stock held by such Member will be immediately redeemed by the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply Company for its Par Value per share in accordance with all the terms of Section 7.8, such Transfer shall be null the Equityholders’ Agreement and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General PartnerCharter. (b) Unless and until admitted as a substitute Limited Partner pursuant to Section 7.3, a transferee of a Limited Partner’s Partnership Group Interests or Class B Units, in whole or in part, shall be an assignee with respect to the Transferred Partnership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to become, or to exercise the rights of, a Limited Partner, including the right to vote, the right to require any information or accounting of the Partnership’s business, or the right to inspect the Partnership’s books and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Transferred to such transferee, the share of distributions and profits to which the transferor would otherwise be entitled with respect to the Transferred Partnership Interest. Subject to the provisions of Section 6.1(b), the transferor shall have the right to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership as a substitute Limited Partner with respect to the Transferred Partnership Interest.

Permitted Transferees. Subject to the terms of this Agreement, any --------------------- Permitted Transferee of a Stockholder (a) Notwithstanding including, in the provisions case of Section 7.8Council Tree, each Limited Partner shallBastion, subject to Section 7.1(b) BCF, VII and Section 7.1(c), have the right to Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s place, except in accordance with Section 7.3)Bron Trust, by a written instrument, all or way of any part Transfer of a Limited Partner’s Partnership Group Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner at the time of such Transfer or the Transfer was a Permitted Transfer under clause (ainterest in Station Partners) of the definition herein of “Permitted Transfer” and, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “Non-Qualifying Transferee”), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate terms and conditions of such transferring Limited Partner or such Transfer or this Agreement as if such Permitted Transferee ceases were SPE (in the case where SPE or a Permitted Transferee of SPE is the Transferor), Liberty (in the case where Liberty or a Permitted Transferee of Liberty is the Transferor), Station Partners (in the case where Station Partners or a Permitted Transferee of Station Partners is the Transferor), Council Tree (in the case where Council Tree or a Permitted - Transferee of Council Tree is the Transferor), BV Capital (in the case where BV Capital or a Permitted Transferee of BV Capital is the Transferor), TLMD or VII or Bron Trust or Bastion or BCF (in the case where TLMD or VII or Bron Trust or Bastion or BCF or a Permitted Transferee of TLMD or VII or Bron Trust or Bastion or BCF is the Transferor). Prior to qualify under clause the initial acquisition of beneficial ownership of any Company Stock by any Permitted Transferee (aincluding, without limitation, by way of any Transfer of an interest in Station Partners) of and as a condition thereto, each Stockholder, Council Tree, Bastion, BCF, VII and Bron Trust, as the definition herein of “case may be, agrees to cause its respective Permitted Transfer”, and such transferring Limited Partner shall otherwise comply Transferees to agree in writing with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall be the Agreed Value of the Partnership Group Interests subject to the Transfer as of the close of business on the date the transferee ceased other Parties hereto to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all bound by the terms and conditions of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General Partner. (b) Unless and until admitted as a substitute Limited Partner pursuant to Section 7.3, a transferee of a Limited Partner’s Partnership Group Interests or Class B Units, in whole or in part, shall be an assignee with respect to the Transferred Partnership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to become, or to exercise the rights of, a Limited Partner, including the right to vote, the right to require any information or accounting of the Partnership’s business, or the right to inspect the Partnership’s books and records. Such transferee shall only be entitled to receive, this Agreement to the extent described in the preceding sentence. A Permitted Transfer shall not release any Stockholder, Council Tree, Bastion, BCF, VII or Bron Trust from any liability that such Person may have to the other Parties to this Agreement prior to the date of such Transfer, but shall release the Transferor from all future obligations accruing under this Agreement after the date of Transfer provided the Permitted Transferee assumed all such obligations of the Partnership Interests Transferred to such transferee, the share of distributions and profits to which the transferor would otherwise be entitled with respect to the Transferred Partnership Interest. Subject to the provisions of Section 6.1(b), the transferor shall have the right to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership as a substitute Limited Partner with respect to the Transferred Partnership InterestTransferor hereunder.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.8Sections 9.8 and 9.9, each Limited Partner shall, subject to Section 7.1(b) and Section 7.1(c), Member shall have the right to Transfer (but not to substitute the transferee as a substitute Partner Member in such Partner’s Member's place, except in accordance with Section 7.39.3), by a written instrument, all or any part of a Limited Partner’s Partnership Group Interest or Class B Units Member's Membership Interest, to any of its Affiliates (each a "Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because "); it was an Affiliate of the transferring Limited Partner at the time of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” and, at being understood that any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “Non-Qualifying Transferee”), such Transfer shall be deemed to not be a Permitted an additional or substitute Member as of the date of such Transfer and shall be subject each Member agrees to Section 7.8. Pursuant to Section 7.8, take such transferring Limited Partner or action and execute such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when documents as such transferee ceases may deem reasonably necessary and appropriate for such transferee to be an Affiliate become a substitute or additional Member. Notwithstanding the provisions of Sections 9.8 and 9.9, each Member shall have the right to pledge such transferring Limited Partner Member's interest as collateral security for a loan to another Member or such Transfer to a financial institution generally in the business of making commercial loans (including by means of a total equity return swap or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfersimilar financing technique); provided, however, that the purchase price for no such Transfer for purposes of Section 7.8 pledge shall be made for the Agreed Value purpose of the Partnership Group Interests subject effecting a disguised sale to the Transfer as of pledgee and; provided further, that any such pledgee shall agree in a writing delivered to the close of business on the date the transferee ceased Company to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with bound by all the terms and conditions of this Agreement, including,without limitation, the terms and conditions set forth in Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General Partner9.10. (b) Unless and until admitted as a substitute Limited Partner Member pursuant to Section 7.39.3, a transferee of a Limited Partner’s Partnership Group Interests or Class B Units, Member's Membership Interest in whole or in part, part shall be an assignee with respect to the such Transferred Partnership Membership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to become, participate in the management of the business and affairs of the Company or to become or to exercise the rights of, of a Limited PartnerMember, including the right to vote, the right to require any information or accounting of the Partnership’s business, Company's business or the right to inspect the Partnership’s Company's books and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Transferred Membership Interest transferred to such transferee, the share of distributions and profits profits, including distributions representing the return of Capital Contributions, to which the transferor would otherwise be entitled with respect to the Transferred Partnership Interest. Subject to the provisions of Section 6.1(b), the transferor The transferror shall have the right to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership Company as a substitute Limited Partner substituted Member with respect to the Transferred Partnership Interest.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.8, each Limited Partner shall, subject to Section 7.1(b) and Section 7.1(c), have the right to Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s place, except in accordance with Section 7.3), by a written instrument, all or any part of a Limited Partner’s Partnership Group Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner at the time of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” and, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “Non-Qualifying Transferee”), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall be the Agreed Value of the Partnership Group Interests subject to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably reasonably, determined by the General Partner. (b) Unless and until admitted as a substitute Limited Partner pursuant to Section 7.3, a transferee of a Limited Partner’s Partnership Group Interests or Class B Units, in whole or in part, shall be an assignee with respect to the Transferred Partnership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to become, or to exercise the rights of, a Limited Partner, including the right to vote, the right to require any information or accounting of the Partnership’s business, or the right to inspect the Partnership’s books and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Transferred to such transferee, the share of distributions and profits to which the transferor would otherwise be entitled with respect to the Transferred Partnership Interest. Subject to the provisions of Section 6.1(b), the transferor shall have the right to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership as a substitute Limited Partner with respect to the Transferred Partnership Interest.

Permitted Transferees. (a) Notwithstanding Subject to the provisions terms of Section 7.8this Agreement, each Limited Partner shall, subject to Section 7.1(b) and Section 7.1(c), have the right to Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s place, except in accordance with Section 7.3), by a written instrument, all or any part Permitted Transferee of a Limited Partner’s Partnership Group Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner at the time of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” and, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “Non-Qualifying Transferee”), such Transfer shall be deemed to not be a Permitted Transfer and Stockholder shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate terms and conditions of such transferring Limited Partner or such Transfer or this Agreement as if such Permitted Transferee ceases were SPE (in the case where SPE or a Permitted Transferee of SPE is the Transferor), Liberty (in the case where Liberty or a Permitted Transferee of Liberty is the Transferor), Station Partners (in the case where Station Partners or a Permitted Transferee of Station Partners is the Transferor), Council Tree (in the case where Council Tree or a Permitted Transferee of Council Tree is the Transferor), BV Capital (in the case where BV Capital or a Permitted Transferee of BV Capital is the Transferor) or Bastion or BCF (in the case where Bastion or BCF or a Permitted Transferee of Bastion or BCF is the Transferor). Prior to qualify under clause the initial acquisition of beneficial ownership of any Company Common Stock by any Permitted Transferee (aincluding, without limitation, by way of any Transfer of an interest in Station Partners) of and as a condition thereto, each Stockholder, Council Tree, BCF and Bastion, as the definition herein of “case may be, agrees to cause its respective Permitted Transfer”, and such transferring Limited Partner shall otherwise comply Transferees to agree in writing with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall be the Agreed Value of the Partnership Group Interests subject to the Transfer as of the close of business on the date the transferee ceased other Parties hereto to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all bound by the terms and conditions of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General Partner. (b) Unless and until admitted as a substitute Limited Partner pursuant to Section 7.3, a transferee of a Limited Partner’s Partnership Group Interests or Class B Units, in whole or in part, shall be an assignee with respect to the Transferred Partnership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to become, or to exercise the rights of, a Limited Partner, including the right to vote, the right to require any information or accounting of the Partnership’s business, or the right to inspect the Partnership’s books and records. Such transferee shall only be entitled to receive, this Agreement to the extent described in the preceding sentence. A Permitted Transfer shall not release any Stockholder, Council Tree, BCF or Bastion from any liability that such Person may have to the other Parties to this Agreement prior to the date of such Transfer, but shall release the Transferor from all future obligations accruing under this Agreement after the date of Transfer provided the Permitted Transferee assumed all such obligations of the Partnership Interests Transferred to such transferee, the share of distributions and profits to which the transferor would otherwise be entitled with respect to the Transferred Partnership Interest. Subject to the provisions of Section 6.1(b), the transferor shall have the right to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership as a substitute Limited Partner with respect to the Transferred Partnership InterestTransferor hereunder.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.8, each Limited Partner shall, subject Subject to Section 7.1(b) and Section 7.1(c)12.4 but notwithstanding any other provision of this Agreement, have the right Mich▇▇▇ ▇▇▇ll be permitted to Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s placesell, except in accordance with Section 7.3), by a written instrument, give or bequeath all or any part portion of a Limited Partner’s Partnership Group Interest the Option Shares or Class B Units interest therein, or pass such Option Shares or interest by means of intestate succession or otherwise, either outright or in trust, to a Permitted Transferee, provided that such transfer shall be implemented in a manner acceptable to legal counsel for the Company. Notwithstanding the previous sentenceIn case of any such transfer by Mich▇▇▇, if the ▇▇ch Permitted Transferee is such because it was an Affiliate shall receive and hold the transferred Option Shares subject to all the terms and conditions of the transferring Limited Partner at the time this Agreement, and there shall be no further transfer of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” and, at any time after such Transfer, Option Shares except by such Permitted Transferee ceases to be an Affiliate of such Limited Partner or such Transfer or such another Permitted Transferee ceases to qualify under such clause (a) (a “Non-Qualifying Transferee”), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, and such transferring Limited Partner shall otherwise comply in accordance with the terms of Section 7.8 with respect this Agreement. Before Mich▇▇▇ ▇▇▇nsfers any Option Shares to such Transfer; provideda Permitted Transferee, that and before any Permitted Transferee transfers any Option Shares to another Permitted Transferee, Mich▇▇▇ ▇▇ the purchase price for such Transfer for purposes of Section 7.8 transferring Permitted Transferee, as the case may be, shall be give the Agreed Value of the Partnership Group Interests subject to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate Company written notice of such transferring Limited Partner or such Transfer or such intended transfer. Any Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General Partner. (b) Unless and until admitted as a substitute Limited Partner pursuant to Section 7.3, a transferee of a Limited Partner’s Partnership Group Interests or Class B Units, in whole or in part, shall be an assignee with respect to the Transferred Partnership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to become, or to exercise the rights of, a Limited Partner, including the right to vote, the right to require any information or accounting of the Partnership’s business, or the right to inspect the Partnership’s books and records. Such transferee shall only be entitled to receiveshall, to the extent of the Partnership Interests Transferred Option Shares transferred, succeed to all the rights and obligations of the transferor under this Agreement and shall become bound by all the terms and conditions hereof; provided that, as a condition precedent to a Permitted Transferee's exercising any rights under this Agreement and to the Company's obligation to change its records to reflect the record ownership of such transferee52 57 Option Shares in the name of such Permitted Transferee, the share Permitted Transferee shall execute such documents and instruments as may reasonably be required by legal counsel to the Company. Unless otherwise expressly provided in this Agreement, any reference herein to a right or obligation of distributions Mich▇▇▇ ▇▇ sell or receive payment for any shares of Class A Stock shall be deemed to refer equally to any Permitted Transferee, and profits to which the transferor would otherwise be entitled any limitations herein with respect to the Transferred Partnership Interest. Subject number or category of shares of Class A Stock which Mich▇▇▇ ▇▇▇ll have a right or obligation to the provisions of Section 6.1(b), the transferor sell in any calendar year shall have the right apply to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership Mich▇▇▇ ▇▇▇ all Permitted Transferees as a substitute Limited Partner with respect to the Transferred Partnership Interestgroup.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.8, each Limited Partner shall, subject Subject to Section 7.1(b3.1(e) and Section 7.1(c3.1(g), any Stockholder may at any time Transfer any or all of its Share Equivalents to a Permitted Transferee without the consent of any Person, so long as such Permitted Transferee shall have agreed in writing to be bound by the right terms of this Agreement by executing a joinder agreement in the form of Exhibit A attached hereto (“Joinder Agreement”). Such Stockholder must give prior written notice to the Parent of any proposed Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s place, except in accordance with Section 7.3), by a written instrument, all or any part of a Limited Partner’s Partnership Group Interest or Class B Units to a Permitted Transferee. Notwithstanding , including the previous sentence, if the identity of such proposed Permitted Transferee and such other information reasonably requested by the Parent to ensure compliance with the terms of this Agreement and the Parent shall be entitled to condition any such Transfer on receipt of an opinion of counsel reasonably acceptable to the Parent that such Transfer is such because it was an Affiliate exempt from the registration requirements of the transferring Limited Partner at the time of such Transfer or the Transfer was Securities Act. (b) If, while a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” andTransferee holds any Share Equivalents, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner or such Transfer or such a Permitted Transferee ceases to qualify under as a Permitted Transferee in relation to the initial transferor Stockholder from whom or which such clause Permitted Transferee or any previous Permitted Transferee of such initial transferor Stockholder received such Share Equivalents or becomes an Adverse Person (a) (a an “Non-Qualifying TransfereeUnwinding Event”), then the relevant initial transferor Stockholder: (i) shall forthwith notify the Sponsor Investors and the Parent of the pending occurrence of such Unwinding Event; and (ii) shall take all actions necessary prior to such Unwinding Event to effect a Transfer shall be deemed of all the Share Equivalents held by the relevant Permitted Transferee either back to not be such Stockholder or, pursuant to this Section 3.2, to another Person which qualifies as a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate Transferee of such initial transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall be the Agreed Value of the Partnership Group Interests subject to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General PartnerStockholder. (b) Unless and until admitted as a substitute Limited Partner pursuant to Section 7.3, a transferee of a Limited Partner’s Partnership Group Interests or Class B Units, in whole or in part, shall be an assignee with respect to the Transferred Partnership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to become, or to exercise the rights of, a Limited Partner, including the right to vote, the right to require any information or accounting of the Partnership’s business, or the right to inspect the Partnership’s books and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Transferred to such transferee, the share of distributions and profits to which the transferor would otherwise be entitled with respect to the Transferred Partnership Interest. Subject to the provisions of Section 6.1(b), the transferor shall have the right to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership as a substitute Limited Partner with respect to the Transferred Partnership Interest.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.8, each Limited Partner shall, subject Subject to Section 7.1(b) and Section 7.1(c‎Section 8.01(f), have any Member may at any time Transfer, or suffer or permit the right to Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s placeof, except in accordance with Section 7.3), by a written instrument, any or all or any part of a Limited Partner’s Partnership Group Interest or Class B its Units to a Permitted Transferee. Notwithstanding Transferee without the previous sentenceconsent of any Person, if so long as, in the case of a direct Transfer, such Permitted Transferee is such because it was an Affiliate (if not already a party to this Agreement) shall have agreed in writing to be bound by the terms of this Agreement by executing and delivering a joinder to this Agreement in the form attached hereto as Schedule E; provided that no holder of Unvested Incentive Units shall be entitled to Transfer his or her Unvested Incentive Units (other than Permitted Transferees by will or by the laws of descent and distribution); provided, further, that any Transfer of any Vested Incentive Units (other than Permitted Transferees by will or by the laws of descent and distribution) shall be subject to the approval of the transferring Limited Partner Board. (b) Such Member shall deliver a written notice to the Company of any proposed Transfer to a Permitted Transferee at least 15 days prior to the time consummation of such Transfer or proposed Transfer, which notice shall set forth the Transfer was name of such Transferee, the number and class of Units proposed to be Transferred to such Permitted Transferee, and the consideration per each Unit proposed to be paid by such Transferee, together with a copy of a joinder to this Agreement in the form attached hereto as Schedule E agreeing to be bound by the terms and conditions hereof duly executed by such Permitted Transferee. (c) Such Member shall, and shall cause its Affiliates and representatives to, reasonably cooperate with the Company, and provide the Company with all information reasonably requested by the Company, for the purpose of complying with all requirements (including disclosure and reporting requirements and KYC Requirements) under applicable Law. (d) If, while a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” and, at Transferee holds any time after such TransferUnits, such Permitted Transferee ceases to be an Affiliate of such Limited Partner qualify as a Permitted Transferee in relation to the initial Transferor Member from whom or such Transfer or which such Permitted Transferee ceases to qualify under or any previous Permitted Transferee of such clause initial Transferor Member received such Units (a) (a an “Non-Qualifying TransfereeUnwinding Event”), then the relevant initial transferor Member: (i) shall forthwith notify the Company of the pending occurrence of such Unwinding Event; and (ii) shall take all actions reasonably necessary prior to such Unwinding Event to effect a Transfer shall be deemed of all the Units held by the relevant Permitted Transferee either back to not be such Member or, pursuant to this ‎Section 8.02 (Permitted Transferees), to another Person which qualifies as a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate Transferee of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall be the Agreed Value of the Partnership Group Interests subject to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General Partnerinitial Transferring Member. (b) Unless and until admitted as a substitute Limited Partner pursuant to Section 7.3, a transferee of a Limited Partner’s Partnership Group Interests or Class B Units, in whole or in part, shall be an assignee with respect to the Transferred Partnership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to become, or to exercise the rights of, a Limited Partner, including the right to vote, the right to require any information or accounting of the Partnership’s business, or the right to inspect the Partnership’s books and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Transferred to such transferee, the share of distributions and profits to which the transferor would otherwise be entitled with respect to the Transferred Partnership Interest. Subject to the provisions of Section 6.1(b), the transferor shall have the right to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership as a substitute Limited Partner with respect to the Transferred Partnership Interest.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.8, each Limited Partner shall, subject to Section 7.1(b) and Section 7.1(c), have the right to Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s place, except in accordance with Section 7.3), by a written instrument, all or any part of a Limited Partner’s Partnership Group Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner at the time of such Transfer or the Transfer was a Permitted Transfer under clause (a) of Section 8.03 and subject to Section 8.07, upon 30 days prior written notice to the definition Equity Committee and subject to the policies and procedures that the Equity Committee may promulgate from time to time in its sole discretion, each Founding Limited Partner and each Employed Initial Non-Founding Limited Partner may Transfer all or a portion of the Vested Units owned by such Limited Partner to a Family Trust of such Limited Partner for estate or tax planning purposes, or as a gratuitous transfer to any Charity (any such Family Trust or Charity, in relation to such Limited Partner, being referred to herein of as such Limited Partner’s “Permitted Transfer” andTransferee”); provided, at however, that no Limited Partner may Transfer to any time after Charity during any calendar year more than the number of Vested Units that is equal to the product of (x) .10 multiplied by (y) the remainder of (A) the number of Initial Units owned by such TransferLimited Partner as of the date of this Agreement minus (B) the number of Initial Unvested Units owned by such Limited Partner as of the date of this Agreement that have not, subsequent to the date of this Agreement, become Vested Units. Any Vested Units Transferred by a Founding Limited Partner or an Employed Initial Non-Founding Limited Partner to a Permitted Transferee of such Limited Partner pursuant to the preceding sentence shall remain subject to the same restrictions on Transfer to which such Units would be subject if such Units had not been so Transferred. Before any Permitted Transferee ceases to be an Affiliate a Permitted Transferee of the relevant Limited Partner, it shall transfer full legal and beneficial ownership of such Vested Units to the relevant Limited Partner or such Transfer or such or, subject to this Article 8, another Permitted Transferee ceases to qualify under such clause of the relevant Limited Partner. Furthermore, before any transfer of Vested Units by any Limited Partner (a) (a “Non-Qualifying Transferee”or any Permitted Transferee of any Limited Partner), the proposed transferee of such Transfer shall be deemed to not be Vested Units must enter into a Permitted Transfer written acknowledgement and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited agreement with the General Partner or such transferring Limited Partner’s legal representative shall deliver and the First Refusal Notice promptly after the time when Partnership that such transferee ceases to be an Affiliate of will receive such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”Vested Units subject to, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall transferee will be the Agreed Value of the Partnership Group Interests subject to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such datebound by, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made transfer restrictions set forth in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General Partnerthis Article 8. (b) Unless and until admitted as a substitute Limited Partner pursuant to Section 7.3, a transferee of a Limited Partner’s Partnership Group Interests or Class B Units, in whole or in part, shall be an assignee with respect to the Transferred Partnership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to become, or to exercise the rights of, a Limited Partner, including the right to vote, the right to require any information or accounting of the Partnership’s business, or the right to inspect the Partnership’s books and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Transferred to such transferee, the share of distributions and profits to which the transferor would otherwise be entitled with respect to the Transferred Partnership Interest. Subject to the provisions of Section 6.1(b), the transferor shall have the right to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership as a substitute Limited Partner with respect to the Transferred Partnership Interest.

Permitted Transferees. (a) Notwithstanding Each Holder will be permitted to Transfer Shares beneficially owned by it to the provisions Company (provided that, except in the case of Section 7.8the Company’s repurchase of Shares held by a Holder whose employment with a Lululemon Group member is terminated, each Limited Partner shall, subject Holder is permitted to Section 7.1(b) and Section 7.1(cparticipate in any such repurchase by the Company by selling to the Company up to such Holder’s Equity Percentage of the aggregate amount of Capital Stock to be so repurchased), have the right to Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s place, except Permitted Transferee or in accordance with Section 7.3)2.2(b) or 2.2(c) provided that, by as a written instrument, all or any part of a Limited Partner’s Partnership Group Interest or Class B Units condition to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner and at the time of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” and, at any time after such Transfer, there shall also be Transferred an equivalent percentage of (i) the LAI Shares held by such Holder or any Affiliate, and (ii) the shares of each class or series of capital stock in each other entity within the Lululemon Group held by such Holder or any Affiliate. (b) In the case of a proposed Transfer of Shares by a Holder to someone other than the Company or a Permitted Transferee ceases Transferee, such transferring Holder shall comply with Article III. (c) In the case of a proposed Transfer of Shares by a Holder to an Affiliate, such transferring Holder must make such Transfer subject to the condition that should the proposed transferee cease to be an Affiliate of such Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “Non-Qualifying Transferee”)the transferor Holder, such Transfer the transferred Shares shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall be the Agreed Value of the Partnership Group Interests subject transferred back to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause transferor Holder. (ad) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event of the Non-Qualifying Date is not death or incompetence of a Business DayHolder, the Non-Qualifying Date legal representative of the Holder to whom the Shares are Transferred shall be deemed acquire the Shares so Transferred subject to have occurred on all of the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8restrictions, such Transfer liabilities and rights under this Agreement, which shall be null and void and of no continue in full force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General Partner. (be) Unless and until admitted as a substitute Limited Partner pursuant to Section 7.3, a transferee of a Limited Partner’s Partnership Group Interests or Class B Units, in whole or in part, shall be an assignee with respect Notwithstanding anything to the Transferred Partnership Interest comprising contrary contained herein, without the Transferred part prior written consent of such Partnership Group Interests the Company, which may be withheld for any reason or Class B Units and for no reason, no Holder may transfer Shares beneficially owned by it to any Person which the Company’s board of directors from time to time reasonably determines in good faith either (i) engages in activities which are competitive with any material portion of the Business, or (ii) could reasonably be expected in the future to engage in activities which are competitive with any material portion of the Business. (f) The parties hereto agree that the transfer restrictions set forth in this Agreement are not manifestly unreasonable. (g) The provisions contained in Sections 3.1 shall not be entitled apply to become, a Transfer to a Permitted Transferee or to exercise the rights of, a Limited Partner, including the right to vote, the right to require any information or accounting of the Partnership’s business, or the right to inspect the Partnership’s books and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Transferred to such transferee, the share of distributions and profits to which the transferor would otherwise be entitled with respect to the Transferred Partnership Interest. Subject to the provisions of permitted by this Section 6.1(b), the transferor shall have the right to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership as a substitute Limited Partner with respect to the Transferred Partnership Interest2.2.

Permitted Transferees. This Agreement may be assigned in whole or in part by the Investor or its Permitted Transferee (aupon notice to each other party to this Agreement) Notwithstanding to any transferee of a Note pursuant to the provisions terms of Section 7.8the Note Purchase Agreement and the Note; and, each Limited Partner shallupon the transferee executing an instrument in writing agreeing to be bound by this Agreement, the transferee will be entitled to its benefit and be bound by all of its terms as if it were an original signatory hereto, except that a transferee of Registrable Securities who becomes entitled to the benefit of this Agreement shall be subject to Section 7.1(b) and Section 7.1(c), have such restrictions on its rights hereunder as may be stipulated in writing by the right transferor of such Registrable Securities. A copy of any such restrictions shall be provided to Transfer (but the Company. This Agreement may not be assigned by any other party to substitute this Agreement without the transferee as a substitute Partner in written consent of the Holder unless such Partner’s place, except in accordance with Section 7.3), by a written instrument, all or any part of a Limited Partner’s Partnership Group Interest or Class B Units assignment is to a Permitted Transferee. Notwithstanding ; provided, however, that (x) the previous sentenceCompany is, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner at the time of such Transfer or the Transfer was within a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” and, at any reasonable time after such Transfertransfer, furnished with written notice of the name and address of such Permitted Transferee ceases and the Registrable Securities with respect to be an Affiliate of which such Limited Partner or such Transfer or rights are being transferred; and (y) such Permitted Transferee ceases agrees in a written instrument delivered to qualify under such clause (a) (a “Non-Qualifying Transferee”), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases Company to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, bound by and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall be the Agreed Value of the Partnership Group Interests subject to the Transfer as terms and conditions of this Agreement. For the close purposes of business on determining the date the transferee ceased to be an Affiliate number of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and Registrable Securities held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General Partner. (b) Unless and until admitted as a substitute Limited Partner pursuant to Section 7.3, a transferee of a Limited Partner’s Partnership Group Interests or Class B Units, in whole or in part, shall be an assignee with respect to the Transferred Partnership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to become, or to exercise the rights of, a Limited Partner, including the right to vote, the right to require any information or accounting of the Partnership’s business, or the right to inspect the Partnership’s books and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Transferred to such transferee, the share holdings of distributions a Holder of such transferee shall be aggregated together and profits to which with those of the transferor transferee; provided further that all transferees who would otherwise be entitled with respect not qualify individually for assignment of rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices, or taking any action under this Agreement. The terms and conditions of this Agreement inure to the Transferred Partnership Interestbenefit of and are binding upon the respective successors and permitted assignees of the parties. Subject Nothing in this Agreement, express or implied, is intended to confer upon any party other than the provisions parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of Section 6.1(b)this Agreement, the transferor shall have the right to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership except as a substitute Limited Partner with respect to the Transferred Partnership Interestexpressly provided herein.

Permitted Transferees. Each of the Stockholders and the Company hereby agrees that any Person who after the date of this Agreement is Transferred shares of Common Stock and/or Preferred Stock by any Stockholder (aother than in connection with a public offering of such securities) Notwithstanding the provisions and who is a Permitted Transferee of such Stockholder or acquired such shares pursuant to Section 7.82.1(a)(ii)(A) or 2.1(a)(iii)(B), each Limited Partner shall, subject to Section 7.1(b) and Section 7.1(c), have the right to Transfer (but not to substitute the transferee as a substitute Partner condition precedent to the Transfer of such shares to such Person, (i) become a party to this Agreement by executing a Joinder in the form of Exhibit B attached hereto and (ii) if such Partner’s place, except in accordance with Section 7.3), by Person is an individual and a written instrument, all or any part resident of a Limited Partner’s Partnership Group Interest state with a community or Class B Units marital property system, (A) cause his or her spouse to execute a Permitted Transferee. Notwithstanding Spousal Waiver in the previous sentenceform of Exhibit A attached hereto and (B) deliver such Joinder and Spousal Waiver, if applicable, to the Permitted Transferee Company at its address specified in Section 5.1 hereof. Upon such execution and delivery, such Person shall be a Stockholder for all purposes of this Agreement, with the rights and obligations of (1) a CVC Stockholder hereunder, if such Person is such because it was an Affiliate of the transferring Limited Partner at the time of a CVC Stockholder (in which case such Transfer or the Transfer was Person shall be deemed to be a Permitted Transfer under clause (a) CVC Stockholder for all purposes of the definition herein Agreement), (2) OTPP hereunder, if such Person is an Affiliate of “Permitted Transfer” andOTPP (in which case such Person shall be deemed to be OTPP for all purposes of the Agreement) and (3) an Other Stockholder hereunder, at if such Person is not an Affiliate of a CVC Stockholder or OTPP (in which case such Person shall be deemed to be an Other Stockholder for all purposes of this Agreement), provided, that notwithstanding the assignment hereunder of any time after rights to an Affiliate of CVC or OTPP, the parties hereto are entitled for purposes of this Agreement to deal exclusively with CVC or OTPP, as the case may be, and provided, further, that the assignment hereunder of any rights to an Affiliate of any Stockholder shall be void and of no effect as of the date such Transfer, such Permitted Transferee Person ceases to be an Affiliate of such Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “Non-Qualifying Transferee”), such Transfer shall be deemed to not be a Permitted Transfer Stockholder. It is understood and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, agreed that the purchase price for director designation rights of CVC and OTPP under Section 1.1 may be apportioned among such Transfer for purposes of Section 7.8 Stockholder and its Affiliate transferees, but in no event shall be the Agreed Value of the Partnership Group Interests subject to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply Stockholder together with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall its Affiliates be entitled to receive any distributions from designate more directors than the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by number permitted such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General PartnerStockholder under Section 1.1. (b) Unless and until admitted as a substitute Limited Partner pursuant to Section 7.3, a transferee of a Limited Partner’s Partnership Group Interests or Class B Units, in whole or in part, shall be an assignee with respect to the Transferred Partnership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to become, or to exercise the rights of, a Limited Partner, including the right to vote, the right to require any information or accounting of the Partnership’s business, or the right to inspect the Partnership’s books and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Transferred to such transferee, the share of distributions and profits to which the transferor would otherwise be entitled with respect to the Transferred Partnership Interest. Subject to the provisions of Section 6.1(b), the transferor shall have the right to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership as a substitute Limited Partner with respect to the Transferred Partnership Interest.

Permitted Transferees. (a) Notwithstanding Subject to the provisions of this Section 7.87.5, each Limited Partner shallShareholder (a “Transferor”) shall be entitled, subject upon prior Notice to Section 7.1(b) the Corporation, to sell, transfer and Section 7.1(c), have the right to Transfer assign all (but not less than all) of its Shares to substitute (i) any Affiliate or (ii) any Person in connection with the transferee as a substitute Partner in acquisition by such Partner’s place, except in accordance with Section 7.3), by a written instrument, Person of substantially all or any part of a Limited Partner’s Partnership Group Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner at the time of such Transfer or the Transfer was a Permitted Transfer under clause (a) assets of the definition herein of Shareholder (in each case, a “Permitted Transfer” and, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “Non-Qualifying Transferee”), . No such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver effective until the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, executes and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall be the Agreed Value of the Partnership Group Interests subject delivers to the Transfer as of the close of business on the date the transferee ceased Corporation a counterpart to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”this Agreement in compliance with Section 7.1(b). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, No such Transfer shall be null and void and release or discharge the Transferor from any of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on its liabilities or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General Partnerobligations under this Agreement. (b) Unless The Transferor shall, at all times after the Transfer of Shares to a Permitted Transferee: (i) be jointly and until admitted severally liable with the Permitted Transferee for the observance and performance of the covenants and obligations of the Permitted Transferee under this Agreement; (ii) cause the Permitted Transferee to remain an Affiliate for so long as the Permitted Transferee has any registered or beneficial interest in the Shares; and (iii) indemnify the other Parties against any loss, damage or expense incurred as a substitute Limited Partner pursuant result of the failure by the Permitted Transferee to Section 7.3comply with the provisions of this Agreement. (c) Any Permitted Transferee may, a transferee upon prior Notice to the Corporation, at any time Transfer back to the applicable Transferor all (but not less than all) such Shares held by such Permitted Transferee. (d) The rights of any Permitted Transferee of a Limited Partner’s Partnership Group Interests or Class B Units, in whole or in part, shall be an assignee with respect to the Transferred Partnership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and Shareholder shall not be entitled to become, or to exercise any greater than the rights ofthat its Transferor would have if it held Shares directly, and if those rights would have changed (for example, by a Limited Partner, including the right Qualifying ▇▇▇▇▇▇ Shareholder ceasing to vote, the right to require any information or accounting of the Partnership’s business, or the right to inspect the Partnership’s books and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Transferred to such transferee, the share of distributions and profits to which the transferor would otherwise be entitled with respect to the Transferred Partnership Interest. Subject to the provisions of Section 6.1(ba Qualifying ▇▇▇▇▇▇), the transferor rights of such Permitted Transferee shall have change at the right to vote such Transferred Partnership Interest until same time and with the transferee is admitted to the Partnership as a substitute Limited Partner with respect to the Transferred Partnership Interestsame effect.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.89.8, each Limited Partner shall, subject to Section 7.1(b) and Section 7.1(c), Member shall have the right to Transfer (but not to substitute the transferee as a substitute Partner Member in such PartnerMember’s place, except in accordance with Section 7.39.3), by a written instrument, all or any part of a Limited PartnerMember’s Partnership Group Membership Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner Member (the “Base Member”) at the time of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” Transfer and, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner Base Member or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “Non-Qualifying Transferee”), then unless such transaction complies with Section 9.8, such Transfer shall be deemed to not be a Permitted Transfer and shall any Membership Interest beneficially owned by such former Affiliate or Permitted Transferee (a “Non-Qualifying Transferee”) must be subject transferred to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner Base Member or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or Base Member who would be a Permitted Transferee prior to such Transfer Non-Qualifying Transferee’s loss of Affiliate status in respect of such Base Member or such Permitted Transferee ceases ceasing to qualify under such clause (a) ), provided that if such Transfer does not occur prior to such loss of such Affiliate or Permitted Transferee status, in addition to any remedy available to the Company for the breach of this Agreement resulting therefrom, at the election of the definition herein of “Permitted Transfer”Company (which election, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall be the Agreed Value all other rights of the Partnership Group Interests subject to Company related thereto as set forth herein, may be made and exercised at the sole discretion of the Initial Member that is not the Base Member) either (i) the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer Transferee shall be null and void and of no force and effect. No , such Non-Qualifying Transferee shall automatically cease to be a Member, and the Company shall be entitled to receive any distributions from treat the Partnership with respect Base Member (or such other Person as the Board shall reasonably determine to any period on or after be the Non-Qualifying Date and any distributions made in respect rightful owner thereof) as the holder of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and Membership Interest held by such Non-Qualifying Transferee for all purposes hereunder, notwithstanding any prior registration or recognition of the transfer of such Membership Interest to such Non-Qualifying Transferee or (ii) the Company shall be paid have the right and option to purchase all, but not less than all, of the Membership Interest owned by such Non-Qualifying Transferee for a price equal to the Limited Partner who attempted to transfer Called Interest Value of such Partnership Group Membership Interests or otherwise (determined in accordance with Section 3.6) and on the terms and conditions contained in Section 9.2(d) and (e); provided that the Company exercises such right and option by giving written notice of such exercise to the rightful owner thereof as reasonably determined by Non-Qualifying Transferee and the General PartnerInitial Members no later than the 90th day after the Company first receives notice from the Base Member of such Non-Qualifying Transferee’s loss of Affiliate or Permitted Transferee status; and provided further that if the Non-Qualifying Transferee is an Initial Member, such purchase shall not require the approval of such Initial Member pursuant to Section 7.11(a)(vii). (b) Unless and until admitted as a substitute Limited Partner Member pursuant to Section 7.39.3, a transferee of a Limited PartnerMember’s Partnership Group Interests or Class B Units, in whole or in part, Membership Interest shall be an assignee with respect to the such Transferred Partnership Membership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to participate in the management of the business and affairs of the Company or to become, or to exercise the rights of, a Limited PartnerMember, including the right to appoint Directors, the right to vote, the right to require any information or accounting of the PartnershipCompany’s business, or the right to inspect the PartnershipCompany’s books and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Transferred to such transferee, receive the share of distributions and profits profits, including distributions representing the return of Capital Contributions, to which the transferor would otherwise be entitled with respect to the Transferred Partnership Interestentitled. Subject to the provisions of Section 6.1(b), the The transferor shall have the right to vote such Transferred Partnership Membership Interest until the transferee is admitted to the Partnership Company as a substitute Limited Partner Member. (c) If a Change of Control occurs with respect to Vulcan, then Vulcan shall notify the Transferred Partnership Company and PAA, and, unless all of Vulcan’s Membership Interest is transferred to an Affiliate of Vulcan Capital Private Equity I LLC within 30 days of such notice, the Company shall have the right and option (which option, and all other rights of the Company related thereto as set forth herein, may be made and exercised at the sole discretion of PAA) to purchase all, but not less than all, of Vulcan’s Membership Interest for a price equal to the Called Interest Value of such Membership Interest (determined in accordance with Section 3.6) and on the terms and conditions contained in Section 9.2(d) and (e); provided that the Company exercises such right and option by giving written notice to Vulcan no later than the 90th day after the Company first receives notice of such Change of Control from Vulcan; and provided further that such purchase shall not require the approval of Vulcan pursuant to Section 7.11(a)(vii). (d) Any purchase of Membership Interest pursuant to this Section 9.2 shall be consummated (the “Transfer Closing”) at the Company’s principal office at 10:00 a.m., prevailing business time, on the date (the “Transfer Closing Date”) specified in the notice from the Company provided pursuant to Section 9.2(a) or (c), as applicable, which shall be no later than the 90th day after the date of such notice. If such date is not a Business Day, the Transfer Closing shall occur at the same time and place on and the Transfer Closing Date shall be, the next succeeding Business Day. At the Transfer Closing, (i) the selling Initial Member shall deliver its Membership Interest duly endorsed, or accompanied by written instruments of transfer, in form and substance reasonably satisfactory to the Company, free and clear of any Encumbrances, and shall furnish such other evidence as may reasonably be necessary to effect the transfers of such Membership Interest, and (ii) the Company shall cause its books and records to reflect the Transfer. (e) In the event the Company exercises its purchase right pursuant to this Section 9.2 and in the event a selling Initial Member fails to designate an account to receive a wire transfer or fails to deliver such Membership Interest, in proper form for transfer, on the Transfer Closing Date, the Company may elect to deposit the cash representing the purchase price (minus any escrow fees) with an escrow agent. From and after the deposit of such adjusted purchase price, such Membership Interest shall be deemed for all purposes (including the right to vote, receive distributions and exercise rights under this Agreement) to have been transferred to the Company, the Company shall cause its books and records to reflect the Transfer, and thereafter the only right of the Initial Member shall be the right to receive payment of the purchase price (minus any escrow fees), without interest, from the escrow account. If the proceeds of sale have not been claimed by such selling Initial Member prior to the third anniversary of the Transfer Closing Date, the escrow deposits, and all interest earned thereon, shall be returned to the Company, and such selling Initial Member shall look solely to the Company for payment of the purchase price. The escrow agent shall not be liable for any action or inaction taken by him in good faith.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.8, each Limited Partner shall, subject to Section 7.1(b) and Section 7.1(c), have the right to Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s place, except in accordance with Section 7.3), by a written instrument, all or any part of a Limited Partner’s Partnership Group Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner at the time of such Transfer or the Transfer was a Permitted Transfer under clause (a) of Section 8.03 and subject to Section 8.07, upon 30 days prior written notice to the definition Equity Committee and subject to the policies and procedures that the Equity Committee may promulgate from time to time in its sole discretion, each Founding Limited Partner and each Employed Initial Non-Founding Limited Partner may Transfer all or a portion of the Vested Units owned by such Limited Partner to a Family Trust of such Limited Partner for estate or tax planning purposes, or as a gratuitous transfer to any Charity (any such Family Trust or Charity, in relation to such Limited Partner, being referred to herein of as such Limited Partner’s “Permitted Transfer” andTransferee”); provided, at however, that no Limited Partner may Transfer to any time after Charity during any calendar year more than the number of Vested Units that is equal to the product of (x) . 10 multiplied by (y) the remainder of (A) the number of Initial Units owned by such TransferLimited Partner as of the date of this Agreement minus (B) the number of Initial Unvested Units owned by such Limited Partner as of the date of this Agreement that have not, subsequent to the date of this Agreement, become Vested Units. Any Vested Units Transferred by a Founding Limited Partner or an Employed Initial Non-Founding Limited Partner to a Permitted Transferee of such Limited Partner pursuant to the preceding sentence shall remain subject to the same restrictions on Transfer to which such Units would be subject if such Units had not been so Transferred. Before any Permitted Transferee ceases to be an Affiliate a Permitted Transferee of the relevant Limited Partner, it shall transfer full legal and beneficial ownership of such Vested Units to the relevant Limited Partner or such Transfer or such or, subject to this Article 8, another Permitted Transferee ceases to qualify under such clause of the relevant Limited Partner. Furthermore, before any transfer of Vested Units by any Limited Partner (a) (a “Non-Qualifying Transferee”or any Permitted Transferee of any Limited Partner), the proposed transferee of such Transfer shall be deemed to not be Vested Units must enter into a Permitted Transfer written acknowledgement and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited agreement with the General Partner or such transferring Limited Partner’s legal representative shall deliver and the First Refusal Notice promptly after the time when Partnership that such transferee ceases to be an Affiliate of will receive such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”Vested Units subject to, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall transferee will be the Agreed Value of the Partnership Group Interests subject to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such datebound by, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made transfer restrictions set forth in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General Partnerthis Article 8. (b) Unless and until admitted as a substitute Limited Partner pursuant to Section 7.3, a transferee of a Limited Partner’s Partnership Group Interests or Class B Units, in whole or in part, shall be an assignee with respect to the Transferred Partnership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to become, or to exercise the rights of, a Limited Partner, including the right to vote, the right to require any information or accounting of the Partnership’s business, or the right to inspect the Partnership’s books and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Transferred to such transferee, the share of distributions and profits to which the transferor would otherwise be entitled with respect to the Transferred Partnership Interest. Subject to the provisions of Section 6.1(b), the transferor shall have the right to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership as a substitute Limited Partner with respect to the Transferred Partnership Interest.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.8, each Limited Partner shall, subject Subject to Section 7.1(b) and Section 7.1(c)8.1, have the right to a Member may Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s place, except in accordance with Section 7.3), by a written instrument, all or any part portion of a Limited Partner’s Partnership Group Interest or Class B its Units to a Permitted Transferee. Notwithstanding ; provided that such Member gives written notice to the previous sentenceLLC of its intention to make a Transfer to such Transferee, if stating the name and address of the Permitted Transferee, the Member’s relationship to the Permitted Transferee is such because it was an Affiliate and the type and amount of Units to be Transferred. The LLC will give prompt notice of the transferring Limited Partner at Transfer to each other Member. As a condition to such Transfer, the time Transferor Member will cause the Permitted Transferee to execute and deliver to the Managing Member and each other Member an Assignment and Assumption Agreement in the form of such Transfer or the Transfer was a Permitted Transfer under clause (a) Exhibit D, and upon consummation of the definition herein of “Permitted Transfer” and, at any time after such Transfer, such Permitted Transferee ceases will be a Member and will be subject to be an Affiliate all rights and obligations of such Limited Partner the Transferor Member under this Agreement. (b) Except as provided in Section 7.9(h) or such Transfer or such Section 8.12, before any Permitted Transferee ceases to qualify under such clause (a) (a “Non-Qualifying Transferee”), such Transfer shall be deemed to not be as a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8Transferee of the relevant Member, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) will Transfer full legal and beneficial ownership of the definition herein Units to the relevant Member or, subject to this Article VIII, another Permitted Transferee of “the relevant Member. If such a Transfer is not made in accordance with the immediately preceding sentence, then in addition to all other remedies available at law or in equity, any Class B Common Stock held by such non-qualifying Permitted Transfer”, and such transferring Limited Partner shall otherwise comply Transferee will be immediately redeemed by the Company for its Par Value per share in accordance with the terms of the Equityholders’ Agreement and the Charter. (c) Except as provided in Section 7.8 with respect 8.12, before any Member (if not a Parent), or any Subsidiary of a Parent that Controls such Member, ceases to such Transfer; providedbe a direct or indirect wholly owned Subsidiary of its Parent, that or, in the purchase price for such Transfer for purposes case of Section 7.8 shall be the Agreed Value BHN, less than 100% of the Partnership Group Interests economic and voting interests in BHN cease to be Controlled by BHN’s Parent, such Member will Transfer full legal and beneficial ownership of its Units to its Parent or, subject to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such this Article VIII, another Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”)its Parent. In the event of a breach of the Non-Qualifying Date is not a Business Dayimmediately preceding sentence, then, in addition to all other remedies available at law or in equity, each share of Class B Common Stock held by such Member will be immediately redeemed by the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply Company for its Par Value per share in accordance with all the terms of Section 7.8, such Transfer shall be null the Equityholders’ Agreement and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General PartnerCharter. (b) Unless and until admitted as a substitute Limited Partner pursuant to Section 7.3, a transferee of a Limited Partner’s Partnership Group Interests or Class B Units, in whole or in part, shall be an assignee with respect to the Transferred Partnership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to become, or to exercise the rights of, a Limited Partner, including the right to vote, the right to require any information or accounting of the Partnership’s business, or the right to inspect the Partnership’s books and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Transferred to such transferee, the share of distributions and profits to which the transferor would otherwise be entitled with respect to the Transferred Partnership Interest. Subject to the provisions of Section 6.1(b), the transferor shall have the right to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership as a substitute Limited Partner with respect to the Transferred Partnership Interest.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.89.8, each Limited Partner Member shall, subject to Section 7.1(b) and Section 7.1(c9.1(b), have the right to Transfer (but not to substitute the transferee as a substitute Partner Member in such Partner’s Member's place, except in accordance with Section 7.39.3), by a written instrument, all or any part of a Limited Partner’s Partnership Group Member's Membership Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner Member at the time of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” Transfer and, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner Member or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “"Non-Qualifying Transferee”"), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.89.8. Pursuant to Section 7.89.8, such transferring Limited Partner Member, or such transferring Limited Partner’s Member's legal representative representative, shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner Member, or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, and such transferring Limited Partner Member shall otherwise comply with the terms of Section 7.8 9.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 9.8 shall be an amount agreed upon by such transferring Member and a Majority in Interest (excluding such transferring Member's Percentage Interest) or, if such Member and such Majority in Interest cannot agree on a price within five (5) Business Days after delivery of the First Refusal Notice, such price shall be the Agreed Value fair market value of the Partnership Group Interests subject Membership Interest transferred pursuant to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner Member or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” Transfer (such date, the “"Non-Qualifying Date”"), as determined at the Company's expense by a nationally recognized investment banking firm mutually selected by such transferring Member and a Majority in Interest (excluding such transferring Member's Percentage Interest). In If such transferring Member and such Majority in Interest are unable, within ten (10) days after the event expiration of such five (5) Business Day period, to mutually agree upon an investment banking firm, then each of such transferring Member and such Majority in Interest shall choose a nationally recognized investment banking firm and the two investment banking firms so chosen shall choose a third nationally recognized investment banking firm which shall determine the fair market value of the Membership Interest transferred pursuant to such Transfer at the Company's expense. The determination of fair market value shall be based on the value that a willing buyer with knowledge of all relevant facts would pay a willing seller for all the outstanding equity securities of the Company in connection with an auction for the Company as a going concern and shall not take into account any acquisitions made by the Company or its Affiliates or any other events subsequent to the Non-Qualifying Date is and shall not be subject to any discount for a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Datesale of a minority interest. If such transferring Limited Partner Member fails to comply with all the terms of Section 7.89.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period Company on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Membership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee Members shall be paid to the Limited Partner Member who attempted to transfer transferred such Partnership Group Interests Membership Interest or otherwise to the rightful owner thereof as reasonably determined by the General PartnerBoard. (b) Unless and until admitted as a substitute Limited Partner Member pursuant to Section 7.39.3, a transferee of a Limited Partner’s Partnership Group Interests or Class B Units, Member's Membership Interest in whole or in part, part shall be an assignee with respect to the such Transferred Partnership Membership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to participate in the management of the business and affairs of the Company or to become, or to exercise the rights of, a Limited PartnerMember, including the right to appoint Directors, the right to vote, the right to require any information or accounting of the Partnership’s Company's business, or the right to inspect the Partnership’s Company's books and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Membership Interest Transferred to such transferee, the share of distributions and profits profits, including distributions representing the return of Capital Contributions, to which the transferor would otherwise be entitled with respect to the Transferred Partnership Membership Interest. Subject to the provisions of Section 6.1(b), the The transferor shall have the right to vote such Transferred Partnership Membership Interest until the transferee is admitted to the Partnership Company as a substitute Limited Partner Member with respect to the Transferred Partnership Membership Interest.

Permitted Transferees. (a) Notwithstanding Any Permitted Transferee receiving Shares in a Transfer pursuant to Section 3.1.1 or 3.1.5 shall be subject to the provisions terms and conditions of, and be entitled to enforce, this Agreement to the same extent, and in the same capacity, as the Stockholder that Transfers the Shares to such Permitted Transferee as if such Permitted Transferee were such Stockholder. Prior to the initial Transfer of any Shares to any Permitted Transferee pursuant to Section 7.83.1.1 or 3.1.5, and as a condition thereto, each Limited Partner shallholder of Shares effecting such Transfer shall (i) cause such Permitted Transferee to deliver to the Company and each of the Stockholders (other than the transferor) its written agreement, subject in form and substance reasonably satisfactory to Section 7.1(bthe Company, to be bound by the terms and conditions of this Agreement to the extent described in the preceding sentence and (ii) and Section 7.1(c), have remain directly liable for the right to Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s place, except in accordance with Section 7.3), performance by a written instrument, all or any part of a Limited Partner’s Partnership Group Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner at the time all obligations of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” and, at any time after such Transfer, such Permitted Transferee ceases to be under this Agreement. To the extent a Permitted Transferee is not an individual, a trust or an estate, and the transferor or an Affiliate of such Limited Partner or such Transfer or thereof shall cease to control such Permitted Transferee ceases to qualify under Transferee, (i) such clause (a) (a “Non-Qualifying Transferee”), such Transfer change of control shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver of the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or Shares held by such Permitted Transferee ceases subject to qualify under clause the Transfer restrictions contained or referenced in this Section 3 and (aii) to the extent such Permitted Transferee then holds assets in addition to Shares, the determination of the definition herein of “Permitted Transfer”, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price deemed to have been paid for the Shares held by such Permitted Transferee in such deemed Transfer for purposes of Section 7.8 the provisions of Sections 3 and 4 shall be made by the Agreed Value of the Partnership Group Interests subject Board in good faith; provided that, Music Capital Partners, L.P. ceasing to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such control its Permitted Transferee ceases ALP Music Capital Partners, L.P. following the transfer referred to qualify under clause (a) in the second sentence of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General Partner. (b) Unless and until admitted as a substitute Limited Partner pursuant to Section 7.3, a transferee of a Limited Partner’s Partnership Group Interests or Class B Units, in whole or in part, shall be an assignee with respect to the Transferred Partnership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to become, or to exercise the rights of, a Limited Partner, including the right to vote, the right to require any information or accounting deemed a Transfer of the Partnership’s business, or the right to inspect the Partnership’s books and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Transferred to such transferee, the share of distributions and profits to which the transferor would otherwise be entitled with respect to the Transferred Partnership Interest. Subject Shares pursuant to the provisions of Section 6.1(b), the transferor shall have the right to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership as a substitute Limited Partner with respect to the Transferred Partnership Interestforegoing sentence.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.8, each Limited Partner shall, subject Subject to Section 7.1(b) 4.01, any Stockholder may at any time Transfer any or all of its Equity Securities to a Permitted Transferee without the consent of any Person and Section 7.1(c), have the right to Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s place, except in accordance without compliance with Section 7.3)5.01, to the extent applicable, so long as such Permitted Transferee shall have agreed in writing to be bound by the terms of this Agreement by executing a Joinder Agreement. Such Stockholder must give prior written instrument, all or notice to the Company and the Avista Funds of any part of a Limited Partner’s Partnership Group Interest or Class B Units proposed Transfer to a Permitted Transferee. Notwithstanding , including the previous sentence, if the identity of such proposed Permitted Transferee is and such because it was an Affiliate other documentation reasonably requested by the Company, to ensure compliance with the terms of the transferring Limited Partner at the time of such Transfer or the Transfer was this Agreement. (b) If, while a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” andTransferee holds any Equity Securities, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner or such Transfer or such a Permitted Transferee ceases to qualify under as a Permitted Transferee in relation to the initial transferring Stockholder from whom or which such clause Permitted Transferee or any previous Permitted Transferee of such initial transferring Stockholder received such shares (a) (a an “Non-Qualifying TransfereeUnwinding Event”), then: (i) the relevant initial transferor Stockholder shall forthwith notify the other Stockholders and the Company of the pending occurrence of such Unwinding Event; and (ii) immediately following such Unwinding Event, without limiting any other rights or remedies, such initial transferor Stockholder shall take all actions necessary to effect a Transfer shall be deemed of all the Equity Securities held by the relevant Permitted Transferee either back to not be such Stockholder or, pursuant to this Section 4.04, to another Person that qualifies as a Permitted Transfer Transferee of such initial transferring Stockholder. (c) The Avista Funds hereby agree that they shall cause (and shall be subject cause their Affiliates to Section 7.8. Pursuant cause) each of the Avista Permitted Transferees to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases continue to be an Affiliate of such transferring Limited Partner or such Transfer or such Avista Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, and for so long as such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall be the Agreed Value of the Partnership Group Interests subject to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Avista Permitted Transferee ceases is a Stockholder. The Avista Funds agree that they shall cause (and shall cause their Affiliates to qualify under clause (acause) each of the definition herein of “their respective Avista Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails Transferees to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General Partnerthis Agreement. (bd) Unless and until admitted as a substitute Limited Partner pursuant to Section 7.3, a transferee of a Limited Partner’s Partnership Group Interests or Class B Units, in whole or in part, Kinderhook hereby agrees that it shall be an assignee with respect to the Transferred Partnership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units cause (and shall not be entitled cause its Affiliates to become, or to exercise the rights of, a Limited Partner, including the right to vote, the right to require any information or accounting cause) each of the Partnership’s business, or the right Kinderhook Permitted Transferees to inspect the Partnership’s books continue to be a Kinderhook Permitted Transferee for so long as such Kinderhook Permitted Transferee is a Stockholder. Kinderhook agrees that it shall cause (and records. Such transferee shall only be entitled cause their Affiliates to receive, cause) each of their respective Kinderhook Permitted Transferees to the extent of the Partnership Interests Transferred to such transferee, the share of distributions and profits to which the transferor would otherwise be entitled comply with respect to the Transferred Partnership Interest. Subject to the provisions of Section 6.1(b), the transferor shall have the right to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership as a substitute Limited Partner with respect to the Transferred Partnership Interestthis Agreement.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.8, each Limited Partner ----------- shall, subject to Section 7.1(b) and Section 7.1(c), have the right to Transfer (but not to -------------- substitute the transferee as a substitute Partner in such Partner’s 's place, except in accordance with Section 7.3), by a written instrument, all or any part ----------- of a Limited Partner’s 's Partnership Group Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner at the time of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “"Permitted Transfer” " and, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “"Non-Qualifying Transferee”"), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, ----------- ----------- such transferring Limited Partner or such transferring Limited Partner’s 's legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “"Permitted Transfer”", and such transferring Limited Partner shall otherwise comply with the terms of Section ------- 7.8 with respect to such Transfer; provided, that the purchase price for such --- Transfer for purposes of Section 7.8 shall be an amount agreed upon by such ----------- transferring Limited Partner and the Agreed Value General Partner or, if such Limited Partner and the General Partner cannot agree on a price within five (5) Business Days after delivery of the First Refusal Notice, such price shall be the fair market value of the Partnership Group Interests subject Interest transferred pursuant to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “"Permitted Transfer” " (such date, the “"Non-Qualifying Date”"), as determined at the Partnership's expense by a nationally recognized investment banking firm mutually selected by such transferring Limited Partner and the General Partner. In If such transferring Limited Partner and the event General Partner are unable, within ten (10) days after the Non-expiration of such five (5) Business Day period, to mutually agree upon an investment banking firm, then each of such transferring Limited Partner and the General Partner shall choose a nationally recognized investment banking firm and the two investment banking firms so chosen EXECUTION COPY shall choose a third nationally recognized investment banking firm which shall determine the fair market value of the Partnership Interest transferred pursuant to such Transfer at the Partnership's expense. The determination of fair market value shall be based on the value that a willing buyer with knowledge of all relevant facts would pay a willing seller for all the outstanding equity securities of the Partnership in connection with an auction for the Partnership as a going concern and shall not take into account any acquisitions made by the Partnership or its Affiliates or any other events subsequent to the Non- Qualifying Date is and shall not be subject to any discount for a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Datesale of a minority interest. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force ----------- and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Non- Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer transferred such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably reasonably, determined by the General Partner. (b) Unless and until admitted as a substitute Limited Partner pursuant to Section 7.3, a transferee of a Limited Partner’s 's Partnership Group Interests or Class B UnitsInterest, in whole ----------- or in part, shall be an assignee with respect to the such Transferred Partnership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to become, or to exercise the rights of, a Limited Partner, including the right to vote, the right to require any information or accounting of the Partnership’s 's business, or the right to inspect the Partnership’s 's books and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Interest Transferred to such transferee, the share of distributions and profits profits, including distributions representing the return of Capital Contributions, to which the transferor would otherwise be entitled with respect to the Transferred Partnership Interest. Subject to the provisions of Section 6.1(b), the transferor shall have the right -------------- to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership as a substitute Limited Partner with respect to the Transferred Partnership Interest.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.8, each Limited Partner shall, subject to Section 7.1(b) and Section 7.1(c), have the right to Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s 's place, except in accordance with Section 7.3), by a written instrument, all or any part of a Limited Partner’s 's Partnership Group Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner at the time of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “"Permitted Transfer” " and, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “Non"NON-Qualifying Transferee”QUALIFYING TRANSFEREE"), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s 's legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “"Permitted Transfer”", and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall be an amount agreed upon by such transferring Limited Partner and the Agreed Value General Partner or, if such Limited Partner and the General Partner cannot agree on a price within five (5) Business Days after delivery of the First Refusal Notice, such price shall be the fair market value of the Partnership Group Interests subject Interest transferred pursuant to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “"Permitted Transfer” " (such date, the “Non"NON-Qualifying Date”QUALIFYING DATE"), as determined at the Partnership's expense by a nationally recognized investment banking firm mutually selected by such transferring Limited Partner and the General Partner. In If such transferring Limited Partner and the event General Partner are unable, within ten (10) days after the Non-expiration of such five (5) Business Day period, to mutually agree upon an investment banking firm, then each of such transferring Limited Partner and the General Partner shall choose a nationally recognized investment banking firm and the two investment banking firms so chosen EXECUTION COPY shall choose a third nationally recognized investment banking firm which shall determine the fair market value of the Partnership Interest transferred pursuant to such Transfer at the Partnership's expense. The determination of fair market value shall be based on the value that a willing buyer with knowledge of all relevant facts would pay a willing seller for all the outstanding equity securities of the Partnership in connection with an auction for the Partnership as a going concern and shall not take into account any acquisitions made by the Partnership or its Affiliates or any other events subsequent to the Non- Qualifying Date is and shall not be subject to any discount for a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Datesale of a minority interest. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Non- Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer transferred such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably reasonably, determined by the General Partner. (b) Unless and until admitted as a substitute Limited Partner pursuant to Section 7.3, a transferee of a Limited Partner’s 's Partnership Group Interests or Class B UnitsInterest, in whole or in part, shall be an assignee with respect to the such Transferred Partnership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to become, or to exercise the rights of, a Limited Partner, including the right to vote, the right to require any information or accounting of the Partnership’s 's business, or the right to inspect the Partnership’s 's books and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Interest Transferred to such transferee, the share of distributions and profits profits, including distributions representing the return of Capital Contributions, to which the transferor would otherwise be entitled with respect to the Transferred Partnership Interest. Subject to the provisions of Section 6.1(b), the transferor shall have the right to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership as a substitute Limited Partner with respect to the Transferred Partnership Interest.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.89.8, each Limited Partner Member shall, subject to Section 7.1(b) and Section 7.1(c9.1(b), have the right to Transfer (but not to substitute the transferee as a substitute Partner Member in such Partner’s Member's place, except in accordance with Section 7.39.3), by a written instrument, all or any part of a Limited Partner’s Partnership Group Member's Membership Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner Member at the time of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” Transfer and, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner Member or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “Non"NON-Qualifying Transferee”QUALIFYING TRANSFEREE"), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.89.8. Pursuant to Section 7.89.8, such transferring Limited Partner Member, or such transferring Limited Partner’s Member's legal representative representative, shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner Member, or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, and such transferring Limited Partner Member shall otherwise comply with the terms of Section 7.8 9.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 9.8 shall be an amount agreed upon by such transferring Member and a Majority in Interest (excluding such transferring Member's Percentage Interest) or, if such Member and such Majority in Interest cannot agree on a price within five (5) Business Days after delivery of the First Refusal Notice, such price shall be the Agreed Value fair market value of the Partnership Group Interests subject Membership Interest transferred pursuant to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner Member or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” Transfer (such date, the “"Non-Qualifying Date”"), as determined at the Company's expense by a nationally recognized investment banking firm mutually selected by such transferring Member and a Majority in Interest (excluding such transferring Member's Percentage Interest). In If such transferring Member and such Majority in Interest are unable, within ten (10) days after the event expiration of such five (5) Business Day period, to mutually agree upon an investment banking firm, then each of such transferring Member and such Majority in Interest shall choose a nationally recognized investment banking firm and the two investment banking firms so chosen shall choose a third nationally recognized investment banking firm which shall determine the fair market value of the Membership Interest transferred pursuant to such Transfer at the Company's expense. The determination of fair market value EXECUTION COPY shall be based on the value that a willing buyer with knowledge of all relevant facts would pay a willing seller for all the outstanding equity securities of the Company in connection with an auction for the Company as a going concern and shall not take into account any acquisitions made by the Company or its Affiliates or any other events subsequent to the Non-Qualifying Date is and shall not be subject to any discount for a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Datesale of a minority interest. If such transferring Limited Partner Member fails to comply with all the terms of Section 7.89.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period Company on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Membership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Non- Qualifying Transferee Members shall be paid to the Limited Partner Member who attempted to transfer transferred such Partnership Group Interests Membership Interest or otherwise to the rightful owner thereof as reasonably determined by the General PartnerBoard. (b) Unless and until admitted as a substitute Limited Partner Member pursuant to Section 7.39.3, a transferee of a Limited Partner’s Partnership Group Interests or Class B Units, Member's Membership Interest in whole or in part, part shall be an assignee with respect to the such Transferred Partnership Membership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to participate in the management of the business and affairs of the Company or to become, or to exercise the rights of, a Limited PartnerMember, including the right to appoint Directors, the right to vote, the right to require any information or accounting of the Partnership’s Company's business, or the right to inspect the Partnership’s Company's books and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Membership Interest Transferred to such transferee, the share of distributions and profits profits, including distributions representing the return of Capital Contributions, to which the transferor would otherwise be entitled with respect to the Transferred Partnership Membership Interest. Subject to the provisions of Section 6.1(b), the The transferor shall have the right to vote such Transferred Partnership Membership Interest until the transferee is admitted to the Partnership Company as a substitute Limited Partner Member with respect to the Transferred Partnership Membership Interest.

Permitted Transferees. (a) Notwithstanding anything in this Agreement to the provisions contrary, any Securityholder may at any time Transfer any or all of Section 7.8its Company Securities to one or more of its Permitted Transferees without the consent of the Board or any other Securityholder or group of Securityholders and without compliance with Sections 3.04, each Limited Partner shall3.05, subject 4.01 and 4.02 (but, with respect to Section 7.1(bthe Management Investors, in compliance with any additional restrictions imposed on the transfer of such Company Securities under any other agreement with, or grant from, the Company and with respect to Peninsula and its Permitted Transferees, in compliance with the restrictions set forth in the definition of “Permitted Transferee”) so long as (i) such Permitted Transferee shall have agreed in writing to be bound by the terms of this Agreement in the form of Exhibit A attached hereto (the “Joinder”) and Section 7.1(c), have (ii) the right Transfer to Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s place, except in accordance with Section 7.3), by a written instrument, all or any part of a Limited Partner’s Partnership Group Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate not in violation of applicable federal or state securities laws. (b) Notwithstanding anything in this Agreement to the transferring Limited Partner at the time of such Transfer contrary, any Securityholder which is formed as a limited partnership or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” and, similar pooled investment vehicle may at any time after Transfer any or all of its Company Securities to its limited partners (or other investors, as applicable) upon the dissolution or termination of such TransferSecurityholder (such Persons the “Dissolution Transferees”); provided (i) that such Dissolution Transferee shall have agreed in writing to be bound by the terms of this Agreement in the form of the Joinder and (ii) the Transfer to such Dissolution Transferee is not violation of applicable federal or state securities laws; provided, further, that any Dissolution Transferee shall not be considered a Permitted Transferee for purposes of any provision of this Agreement whereby the ownership of a Securityholder is determined by aggregating the ownership of such Company Securities by such Securityholder with the Company Securities owned by his or its Permitted Transferees. (c) If any Permitted Transferee of any Securityholder to which Company Securities have been transferred ceases to be a Permitted Transferee of such Securityholder, such Permitted Transferee shall, and such Securityholder shall cause such Permitted Transferee to, transfer back to such Securityholder (or to another Permitted Transferee of such Securityholder) any Company Securities it owns on or prior to the date that such Permitted Transferee ceases to be an Affiliate a Permitted Transferee of such Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “Non-Qualifying Transferee”), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall be the Agreed Value of the Partnership Group Interests subject to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General PartnerSecurityholder. (b) Unless and until admitted as a substitute Limited Partner pursuant to Section 7.3, a transferee of a Limited Partner’s Partnership Group Interests or Class B Units, in whole or in part, shall be an assignee with respect to the Transferred Partnership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to become, or to exercise the rights of, a Limited Partner, including the right to vote, the right to require any information or accounting of the Partnership’s business, or the right to inspect the Partnership’s books and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Transferred to such transferee, the share of distributions and profits to which the transferor would otherwise be entitled with respect to the Transferred Partnership Interest. Subject to the provisions of Section 6.1(b), the transferor shall have the right to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership as a substitute Limited Partner with respect to the Transferred Partnership Interest.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.8, each Limited Partner shall, subject Subject to Section 7.1(b8.01, any Stockholder may at any time Transfer any or all of its Company Securities to a Permitted Transferee without the consent of any Person and without compliance with Sections 8.04, 9.01 and 9.02, as the case may be, so long as (a) such Permitted Transferee shall have agreed in writing to be bound by the terms of this Agreement in the form of Exhibit A attached hereto and Section 7.1(c)(b) the Transfer is in compliance with the Securities Act, have any other applicable securities or “blue sky” laws and any other restrictions on Transfer contained in this Agreement. Such Stockholder must give written prior notice to the right to Company or Intermediate Holdings, as the case may be, of any proposed Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s place, except in accordance with Section 7.3), by a written instrument, all or any part of a Limited Partner’s Partnership Group Interest or Class B Units to a Permitted Transferee. Notwithstanding , including the previous sentence, if the identity of such proposed Permitted Transferee and such other information reasonably requested by the Company or Intermediate Holdings, as the case may be, to ensure compliance with the terms of this Agreement and the Company or Intermediate Holdings, as the case may be, shall be entitled to condition any such Transfer on receipt of an opinion of counsel reasonably acceptable to the Company or Intermediate Holdings, as the case may be, that such Transfer is such because it was an Affiliate exempt from the registration requirements of the transferring Limited Partner at the time of such Transfer or the Transfer was Securities Act. (b) If, while a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” andTransferee holds any Company Securities, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner or such Transfer or such a Permitted Transferee ceases to qualify under as a Permitted Transferee in relation to the initial transferring Stockholder from whom or which such clause Permitted Transferee or any previous Permitted Transferee of such initial transferring Stockholder received such shares or becomes an Adverse Person (a) (a an “Non-Qualifying TransfereeUnwinding Event”), then: (i) the relevant initial transferor Stockholder shall forthwith notify the other Stockholders, the Company and Intermediate Holdings, as applicable, of the pending occurrence of such Unwinding Event; and (ii) prior to such Unwinding Event, such initial transferor Stockholder shall take all actions necessary to effect a Transfer shall be deemed of all the Company Securities held by the relevant Permitted Transferee either back to not be such Stockholder or, pursuant to this Section 8.03, to another Person which qualifies as a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate Transferee of such initial transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall be the Agreed Value of the Partnership Group Interests subject to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General PartnerStockholder. (b) Unless and until admitted as a substitute Limited Partner pursuant to Section 7.3, a transferee of a Limited Partner’s Partnership Group Interests or Class B Units, in whole or in part, shall be an assignee with respect to the Transferred Partnership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to become, or to exercise the rights of, a Limited Partner, including the right to vote, the right to require any information or accounting of the Partnership’s business, or the right to inspect the Partnership’s books and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Transferred to such transferee, the share of distributions and profits to which the transferor would otherwise be entitled with respect to the Transferred Partnership Interest. Subject to the provisions of Section 6.1(b), the transferor shall have the right to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership as a substitute Limited Partner with respect to the Transferred Partnership Interest.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.8, each Limited Partner shall, subject Subject to Section 7.1(b) 3.01, any Management Shareholder may at any time Transfer any or all of its Company Equity Securities to a Permitted Transferee of such Management Shareholder without the consent of any Person so long as such Permitted Transferee shall have agreed in writing to be bound by the terms of this Agreement by executing a Joinder Agreement (and Section 7.1(csuch Transfer is otherwise in compliance with any agreement or instrument to which such Company Equity Securities were issued), have . Such Management Shareholder must give prior written notice to the right to Company of any proposed Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s place, except in accordance with Section 7.3), by a written instrument, all or any part of a Limited Partner’s Partnership Group Interest or Class B Units to a Permitted Transferee. Notwithstanding , including the previous sentence, if the identity of such proposed Permitted Transferee is and such because it was an Affiliate other documentation reasonably requested by the Company to ensure compliance with the terms of the transferring Limited Partner at the time of such Transfer or the Transfer was this Agreement. (b) If, while a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” andTransferee holds any Company Equity Securities, at any time after such Transfer, such a Permitted Transferee ceases to be an Affiliate of such Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “Non-Qualifying Qualified Permitted Transferee”) ceases to qualify as a Permitted Transferee in relation to the initial transferor Management Shareholder (being the original member of management of the Company that originally held such Company Equity Securities) (any such initial transferor Management Shareholder, an “Original Management Shareholder”) from whom or which such Permitted Transferee or any previous Permitted Transferee of such initial transferor Management Shareholder received such shares (an “Unwinding Event”), then: (i) such Transfer Original Management Shareholder and such Non-Qualified Permitted Transferee shall be deemed to not be a Permitted Transfer forthwith notify the Company and shall be subject to Section 7.8. Pursuant to Section 7.8the CCMP Representative of the pending occurrence of such Unwinding Event; and (ii) immediately following such Unwinding Event, such transferring Limited Partner or Original Management Shareholder and such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such Non-Qualified Permitted Transferee ceases shall take all actions necessary to qualify under clause (a) effect a Transfer of all the definition herein of “Permitted Transfer”, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall be the Agreed Value of the Partnership Group Interests subject to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event Company Equity Securities held by the Non-Qualifying Date is not a Business DayQualified Permitted Transferee either back to such Management Shareholder or, the Non-Qualifying Date shall be deemed pursuant to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails this Section 3.04, to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General Partner. (b) Unless and until admitted another Person that qualifies as a substitute Limited Partner pursuant to Section 7.3, a transferee of a Limited Partner’s Partnership Group Interests or Class B Units, in whole or in part, shall be an assignee with respect to the Transferred Partnership Interest comprising the Transferred part Permitted Transferee of such Partnership Group Interests or Class B Units and shall not be entitled to become, or to exercise the rights of, a Limited Partner, including the right to vote, the right to require any information or accounting of the Partnership’s business, or the right to inspect the Partnership’s books and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Transferred to such transferee, the share of distributions and profits to which the transferor would otherwise be entitled with respect to the Transferred Partnership Interest. Subject to the provisions of Section 6.1(b), the transferor shall have the right to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership as a substitute Limited Partner with respect to the Transferred Partnership InterestOriginal Management Shareholder.

Permitted Transferees. (a) Notwithstanding No Investor may Transfer any of its Purchased Securities prior to the one (1) year anniversary of the Closing Date, other than to its Permitted Transferees and between Permitted Transferees of an Investor. The Company shall not be obligated to register any proposed Transfer of Purchased Securities by any Investor pursuant to this Article 3 on the stock transfer books of the Company until the Company shall have received an opinion of counsel reasonably satisfactory to the Company, to the effect that the proposed transfer is in compliance with the Securities Act or any such other Applicable Laws and/or representation letters in form and substance reasonably satisfactory to the Company, in each case to the extent necessary to ensure compliance with the provisions of Section 7.8, each Limited Partner shall, subject the Securities Act and any other Applicable Laws. Upon satisfaction of conditions described in the immediately preceding sentence and the execution and delivery to Section 7.1(b) and Section 7.1(c), have the right to Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s place, except in accordance with Section 7.3), by a written instrument, all or any part Company of a Limited Partner’s Partnership Group Interest or Class B Units joinder to a Permitted Transferee. Notwithstanding the previous sentenceTransaction Documents, if as required under the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner at the time of such Transfer or the Transfer was a Permitted Transfer under clause (a) terms of the definition herein of “Permitted TransferTransferee” andhereunder, at any time after such Transfer, such the applicable Permitted Transferee shall be treated as an “Investor” for all purposes under the Transaction Documents. (b) No Investor (together with its Permitted Transferees and any other Investor) may transfer, in one transaction or a series of related transactions, Purchased Securities representing 2% or more of the total outstanding Class A Common Shares (calculated on a fully-diluted basis as if all Operating Group Units had been exchanged for Class A Common Shares) to any one Person or “group” (as defined in Section 13(d) or the Exchange Act as in effect on the date this Agreement) of related Persons; provided, that transfers of Purchased Securities representing 2% or more of the total outstanding Class A Common Shares (calculated on a fully-diluted basis as if all Operating Group Units had been exchanged for Class A Common Shares) to underwriters or placement agents shall be permissible so long as such underwriters or placement agents are themselves bound to comply with such restriction. (c) Notwithstanding anything to the contrary contained in this Agreement, in the event any Permitted Transferee that holds any Purchased Securities or Apollo Securities acquired pursuant to Section 3.1 ceases to be an Affiliate of such Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under such clause Credit Suisse (a) (a an “Non-Qualifying Unaffiliated Transferee”), such Unaffiliated Transferee and Credit Suisse shall promptly give notice to the Company of the change in circumstances and such Unaffiliated Transferee shall immediately and unconditionally Transfer any Purchased Securities held by it back to Credit Suisse. (d) Notwithstanding anything to the contrary contained herein, each Investor that is an entity that was formed for the primary purpose of directly or indirectly acquiring equity securities of the Company or that has no substantial assets other than the equity securities of the Company or direct or indirect interests in the equity securities of the Company agrees that (i) certificates for units of its common stock or other instruments reflecting equity interests in such entity (and the certificates for units of common stock or other equity interests in any similar entities controlling such entity) will note the Transfer restrictions contained in this Agreement as if such common stock or other equity interests were equity securities of the Company, (ii) no units of such common stock or other equity interests may be Transferred (including any Transfer or issuance by such entity) to any Person other than in accordance with the terms and provisions of this Agreement as if such common stock or other equity interests were equity securities of the Company and (iii) any Transfer of such common stock or other equity interests shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) a proportionate percentage of equity securities of the definition herein of “Permitted Transfer”, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall be the Agreed Value of the Partnership Group Interests subject to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General PartnerCompany. (b) Unless and until admitted as a substitute Limited Partner pursuant to Section 7.3, a transferee of a Limited Partner’s Partnership Group Interests or Class B Units, in whole or in part, shall be an assignee with respect to the Transferred Partnership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to become, or to exercise the rights of, a Limited Partner, including the right to vote, the right to require any information or accounting of the Partnership’s business, or the right to inspect the Partnership’s books and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Transferred to such transferee, the share of distributions and profits to which the transferor would otherwise be entitled with respect to the Transferred Partnership Interest. Subject to the provisions of Section 6.1(b), the transferor shall have the right to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership as a substitute Limited Partner with respect to the Transferred Partnership Interest.

Permitted Transferees. (a) Notwithstanding anything in this Agreement to the provisions contrary, any Legacy Member may at any time Transfer any of Section 7.8its Units, each Limited Partner shalldirectly or indirectly, to any Permitted Transferee following at least five Business Days’ advance notice to the other Members but without the consent of any Person (a “Permitted Transfer”); provided, that (i) the Transferring Legacy Member shall give notice to the Company of such intention to make such a Transfer not less than ten Business Days prior to such Transfer becoming effective, which notice shall state the name and address of the Permitted Transferee to whom such transfer is proposed, the relationship of the Permitted Transferee to such Transferring Legacy Member and the number of Units proposed to be transferred to the Permitted Transferee, (ii) the Permitted Transferee shall have agreed in writing to be bound by and subject to Section 7.1(b) and Section 7.1(c), have the right to Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s place, except terms of this Agreement in accordance with Section 7.39.03(a), by a written instrument, all or (iii) any part of a Limited Partner’s Partnership Group Interest or Class B Units Transfer to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is in compliance with the Securities Act and any other applicable securities or “blue sky” laws, (iv) such because Transfer has been made subject to the transfer-back requirements pursuant to Section 9.02(b) and (v) the Transferring Legacy Member certifies that it was an Affiliate shall remain jointly and severally liable with the Permitted Transferee vis-à -vis the other parties for any breach by the Permitted Transferee of the transferring Limited Partner at the time any provision of this Agreement; provided, further, that (x) prior to January 2, 2026, any Permitted Transfer must be a Transfer of all (but not less than all) of such Legacy Member’s Units to one Person and (y) no Transfer shall be permitted that is reasonably expected to result in the Company having to be registered under the Securities Act or the Transfer was Exchange Act. (b) If, while a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” andTransferee holds any Company Securities, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner or such Transfer or such a Permitted Transferee ceases to qualify under as a Permitted Transferee in relation to the initial Transferring Member from whom or which such clause Permitted Transferee or any previous Permitted Transferee of such initial Transferring Legacy Member received such Company Securities (a) (a an “Non-Qualifying TransfereeUnwinding Event”), then the relevant initial Transferring Legacy Member: (i) shall forthwith notify the other Members and the Company of the pending occurrence of such Unwinding Event; and (ii) shall take all actions necessary prior to such Unwinding Event to effect a Transfer shall be deemed of all the Company Securities held by the relevant Permitted Transferee either back to not be such Legacy Member or, pursuant to this Section 9.02, to another Person which qualifies as a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate Transferee of such transferring Limited Partner or such initial Transferring Legacy Member. (c) For the avoidance of doubt, a Transfer or such to a Permitted Transferee ceases shall not relieve the Transferring Legacy Member of its obligations to qualify under clause the Company. (ad) Any Legacy Member may Transfer any or all of its Units (as applicable), directly or indirectly, in (i) a Tag-Along Sale in which the definition herein Tag-Along Right of “Permitted Transfer”such Legacy Member are exercised in accordance with Section 9.06, and such transferring Limited Partner shall otherwise comply (ii) a Drag-Along Sale in which the Drag-Along Rights are exercised in accordance with Section 9.07 or (iii) in accordance with the terms and conditions of clause (iv) of Section 7.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of 4.08(c) or Section 7.8 shall be the Agreed Value of the Partnership Group Interests subject to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General Partner. (b) Unless and until admitted as a substitute Limited Partner pursuant to Section 7.3, a transferee of a Limited Partner’s Partnership Group Interests or Class B Units, in whole or in part, shall be an assignee with respect to the Transferred Partnership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to become, or to exercise the rights of, a Limited Partner, including the right to vote, the right to require any information or accounting of the Partnership’s business, or the right to inspect the Partnership’s books and records. Such transferee shall only be entitled to receive9.09 and, to the extent of the Partnership Interests Transferred to such transfereeapplicable, the share of distributions and profits to which the transferor would otherwise be entitled with respect to the Transferred Partnership Interest. Subject to the provisions of Section 6.1(b), the transferor shall have the right to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership as a substitute Limited Partner with respect to the Transferred Partnership Interest9.08.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.8, each Limited Partner shall, subject Subject to Section 7.1(b4.1(e) and Section 7.1(c4.1(g), any Stockholder may at any time Transfer any or all of its Share Equivalents to a Permitted Transferee without the consent of any Person, so long as such Permitted Transferee shall have agreed in writing to be bound by the right terms of this Agreement by executing a joinder agreement in the form of Exhibit A attached hereto (“Joinder Agreement”). Such Stockholder must give prior written notice to the Parent of any proposed Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s place, except in accordance with Section 7.3), by a written instrument, all or any part of a Limited Partner’s Partnership Group Interest or Class B Units to a Permitted Transferee. Notwithstanding , including the previous sentence, if the identity of such proposed Permitted Transferee and such other information reasonably requested by the Parent to ensure compliance with the terms of this Agreement and the Parent shall be entitled to condition any such Transfer on receipt of an opinion of counsel reasonably acceptable to the Parent that such Transfer is such because it was an Affiliate exempt from the registration requirements of the transferring Limited Partner at the time of such Transfer or the Transfer was Securities Act. (b) If, while a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” andTransferee holds any Share Equivalents, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner or such Transfer or such a Permitted Transferee ceases to qualify under as a Permitted Transferee in relation to the initial transferor Stockholder from whom or which such clause Permitted Transferee or any previous Permitted Transferee of such initial transferor Stockholder received such Share Equivalents or becomes an Adverse Person (a) (a an “Non-Qualifying TransfereeUnwinding Event”), then the relevant initial transferor Stockholder: (i) shall forthwith notify the Investors and the Parent of the pending occurrence of such Unwinding Event; and (ii) shall take all actions necessary prior to such Unwinding Event to effect a Transfer shall be deemed of all the Share Equivalents held by the relevant Permitted Transferee either back to not be such Stockholder or, pursuant to this Section 4.2, to another Person which qualifies as a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate Transferee of such initial transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall be the Agreed Value of the Partnership Group Interests subject to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General PartnerStockholder. (b) Unless and until admitted as a substitute Limited Partner pursuant to Section 7.3, a transferee of a Limited Partner’s Partnership Group Interests or Class B Units, in whole or in part, shall be an assignee with respect to the Transferred Partnership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to become, or to exercise the rights of, a Limited Partner, including the right to vote, the right to require any information or accounting of the Partnership’s business, or the right to inspect the Partnership’s books and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Transferred to such transferee, the share of distributions and profits to which the transferor would otherwise be entitled with respect to the Transferred Partnership Interest. Subject to the provisions of Section 6.1(b), the transferor shall have the right to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership as a substitute Limited Partner with respect to the Transferred Partnership Interest.

Permitted Transferees. As used in this Agreement, “Permitted Transferees” shall mean any transferee, whether direct or indirect, of Registrable Securities that (a) Notwithstanding (i) as of the provisions time of Section 7.8transfer of the Registrable Securities to such transferee is, each Limited Partner shalland as of immediately prior to the sale of Registrable Securities pursuant to a Demand Registration, subject Shelf Underwriting or Piggyback Registration, as the case may be, will be, a member of the Unilever Group, (ii) acquires from any Unilever Group Company at least 5% of the number of outstanding Ordinary Shares as of the time of such acquisition and executes an agreement to Section 7.1(bbe bound by this Agreement, a copy of which shall be furnished the Company, (iii) acquires from any Unilever Group Company any amount of Ordinary Shares and Section 7.1(c)executes an agreement to be bound by this Agreement, have a copy of which shall be furnished the right to Transfer Company, provided the Company provides prior written consent (but not to substitute be unreasonably withheld, conditioned or delayed) to the transfer of the rights and obligations under this Agreement to such transferee as a substitute Partner and (b) is designated by Unilever in such Partner’s place, except in accordance with Section 7.3), by a written instrument, all notice to the Company prior to or any part of a Limited Partner’s Partnership Group Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner at the time of such Transfer or transfer stating the Transfer was a Permitted Transfer under clause (a) name and address of the definition herein of “Permitted Transfer” and, at any time after such Transfer, such relevant transferee and identifying the securities with respect to which the rights and obligations under this Agreement are being transferred. Any Permitted Transferee ceases to be an Affiliate of such Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “Non-Qualifying Transferee”), such Transfer shall be deemed to not be a Permitted Transfer and the Shares shall be subject to Section 7.8and bound by and benefit from all of the terms and conditions herein applicable to Holders. Pursuant to Section 7.8For the avoidance of doubt, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such any Permitted Transferee ceases of Shares shall be subject to qualify under clause (a) and bound by and benefit from all of the definition herein of “terms and conditions applicable to Holders generally and not those applicable to Unilever (or any Unilever Group Company) specifically. The notice required by this Section 2.11 shall be signed by both the transferring Holder and the Permitted Transfer”, Transferees so designated and such transferring Limited Partner shall otherwise include an undertaking by the Permitted Transferees to comply with the terms and conditions of Section 7.8 with respect this Agreement applicable to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall be the Agreed Value of the Partnership Group Interests subject to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General PartnerHolders. (b) Unless and until admitted as a substitute Limited Partner pursuant to Section 7.3, a transferee of a Limited Partner’s Partnership Group Interests or Class B Units, in whole or in part, shall be an assignee with respect to the Transferred Partnership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to become, or to exercise the rights of, a Limited Partner, including the right to vote, the right to require any information or accounting of the Partnership’s business, or the right to inspect the Partnership’s books and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Transferred to such transferee, the share of distributions and profits to which the transferor would otherwise be entitled with respect to the Transferred Partnership Interest. Subject to the provisions of Section 6.1(b), the transferor shall have the right to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership as a substitute Limited Partner with respect to the Transferred Partnership Interest.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.8, each Limited Partner shall, subject Subject to Section 7.1(b) and Section 7.1(c)9.4 but notwithstanding any other provision of this Agreement, have the right Ken ▇▇▇ll be permitted to Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s placesell, except in accordance with Section 7.3), by a written instrument, give or bequeath all or any part portion of a Limited Partner’s Partnership Group Interest the Restricted Shares or Class B Units interest therein, or pass such Restricted Shares or interest by means of intestate succession or otherwise, either outright or in trust, to a Permitted Transferee, provided that such transfer shall be implemented in a manner acceptable to legal counsel for the Company. Notwithstanding the previous sentenceIn case of any such transfer by Ken, if the ▇▇ch Permitted Transferee is such because it was an Affiliate shall receive and hold the transferred Restricted Shares subject to all the terms and conditions of the transferring Limited Partner at the time this Agreement, and there shall be no further transfer of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” and, at any time after such Transfer, Restricted Shares except by such Permitted Transferee ceases to be an Affiliate of such Limited Partner or such Transfer or such another Permitted Transferee ceases to qualify under such clause (a) (a “Non-Qualifying Transferee”), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, and such transferring Limited Partner shall otherwise comply in accordance with the terms of Section 7.8 with respect this Agreement. Before Ken ▇▇▇nsfers any Restricted Shares to such Transfer; provideda Permitted Transferee, that and before any Permitted Transferee transfers any Restricted Shares to another Permitted Transferee, Ken ▇▇ the purchase price for such Transfer for purposes of Section 7.8 transferring Permitted Transferee, as the case may be, shall be give the Agreed Value of the Partnership Group Interests subject to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate Company written notice of such transferring Limited Partner or such Transfer or such intended transfer. Any Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General Partner. (b) Unless and until admitted as a substitute Limited Partner pursuant to Section 7.3, a transferee of a Limited Partner’s Partnership Group Interests or Class B Units, in whole or in part, shall be an assignee with respect to the Transferred Partnership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to become, or to exercise the rights of, a Limited Partner, including the right to vote, the right to require any information or accounting of the Partnership’s business, or the right to inspect the Partnership’s books and records. Such transferee shall only be entitled to receiveshall, to the extent of the Partnership Interests Transferred Restricted Shares transferred, succeed to all the rights and obligations of the transferor under this Agreement and shall become bound by all the terms and conditions hereof; provided that, as a condition precedent to a Permitted Transferee's exercising any rights under this Agreement and to the Company's obligation to change its records to reflect the record ownership of such transfereeRestricted Shares in the name of such Permitted Transferee, the share Permitted Transferee shall execute such 36 37 documents and instruments as may reasonably be required by legal counsel to the Company. Unless otherwise expressly provided in this Agreement, any reference herein to a right or obligation of distributions Ken ▇▇ sell or receive payment for any shares of Class A Stock shall be deemed to refer equally to any Permitted Transferee, and profits to which the transferor would otherwise be entitled any limitations herein with respect to the Transferred Partnership Interest. Subject number or category of shares of Class A Stock which Ken ▇▇▇ll have a right or obligation to the provisions of Section 6.1(b), the transferor sell in any calendar year shall have the right apply to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership Ken ▇▇▇ all Permitted Transferees as a substitute Limited Partner with respect to the Transferred Partnership Interestgroup.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.8, each Limited Partner shall, subject Subject to Section 7.1(b) and Section 7.1(c)12.4 but notwithstanding any other provision of this Agreement, have the right Dan ▇▇▇ll be permitted to Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s placesell, except in accordance with Section 7.3), by a written instrument, give or bequeath all or any part portion of a Limited Partner’s Partnership Group Interest the Option Shares or Class B Units interest therein, or pass such Option Shares or interest by means of intestate succession or otherwise, either outright or in trust, to a Permitted Transferee, provided that such transfer shall be implemented in a manner acceptable to legal counsel for the Company. Notwithstanding the previous sentenceIn case of any such transfer by Dan, if the ▇▇ch Permitted Transferee is such because it was an Affiliate shall receive and hold the transferred Option Shares subject to all the terms and conditions of the transferring Limited Partner at the time this Agreement, and there shall be no further transfer of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” and, at any time after such Transfer, Option Shares except by such Permitted Transferee ceases to be an Affiliate of such Limited Partner or such Transfer or such another Permitted Transferee ceases to qualify under such clause (a) (a “Non-Qualifying Transferee”), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, and such transferring Limited Partner shall otherwise comply in accordance with the terms of Section 7.8 with respect this Agreement. Before Dan ▇▇▇nsfers any Option Shares to such Transfer; provideda Permitted Transferee, that and before any Permitted Transferee transfers any Option Shares to another Permitted Transferee, Dan ▇▇ the purchase price for such Transfer for purposes of Section 7.8 transferring Permitted Transferee, as the case may be, shall be give the Agreed Value of the Partnership Group Interests subject to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate Company written notice of such transferring Limited Partner or such Transfer or such intended transfer. Any Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General Partner. (b) Unless and until admitted as a substitute Limited Partner pursuant to Section 7.3, a transferee of a Limited Partner’s Partnership Group Interests or Class B Units, in whole or in part, shall be an assignee with respect to the Transferred Partnership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to become, or to exercise the rights of, a Limited Partner, including the right to vote, the right to require any information or accounting of the Partnership’s business, or the right to inspect the Partnership’s books and records. Such transferee shall only be entitled to receiveshall, to the extent of the Partnership Interests Transferred Option Shares transferred, succeed to all the rights and obligations of the transferor under this Agreement and shall become bound by all the terms and conditions hereof; provided that, as a condition precedent to a Permitted Transferee's exercising any rights under this Agreement and to the Company's obligation to change its records to reflect the record ownership of such transfereeOption Shares in the name of such Permitted Transferee, the share Permitted Transferee shall execute such documents and instruments as may reasonably be required by legal counsel to the Company. Unless otherwise expressly provided in this Agreement, any reference herein to a right or obligation of distributions Dan ▇▇ sell or receive payment for any shares of Class A Stock shall be deemed to refer equally to any Permitted Transferee, and profits to which the transferor would otherwise be entitled any limitations herein with respect to the Transferred Partnership Interest. Subject number or category of shares of Class A Stock which Dan ▇▇▇ll have a right or obligation to the provisions of Section 6.1(b), the transferor sell in any calendar year shall have the right apply to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership Dan ▇▇▇ all Permitted Transferees as a substitute Limited Partner with respect to the Transferred Partnership Interestgroup.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.8, each Limited Partner shall, subject Subject to Section 7.1(b) 4.01, any Stockholder may at any time Transfer any or all of its Equity Securities to a Permitted Transferee without the consent of any Person and Section 7.1(c), have the right to Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s place, except in accordance without compliance with Section 7.3)5.01, to the extent applicable, so long as such Permitted Transferee shall have agreed in writing to be bound by the terms of this Agreement by executing a Joinder Agreement. Such Stockholder must give prior written instrument, all or notice to the Company and the Avista Funds of any part of a Limited Partner’s Partnership Group Interest or Class B Units proposed Transfer to a Permitted Transferee. Notwithstanding , including the previous sentence, if the identity of such proposed Permitted Transferee is and such because it was an Affiliate other documentation reasonably requested by the Company, to ensure compliance with the terms of the transferring Limited Partner at the time of such Transfer or the Transfer was this Agreement. (b) If, while a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” andTransferee holds any Equity Securities, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner or such Transfer or such a Permitted Transferee ceases to qualify under as a Permitted Transferee in relation to the initial transferring Stockholder from whom or which such clause Permitted Transferee or any previous Permitted Transferee of such initial transferring Stockholder received such shares (a) (a an “Non-Qualifying TransfereeUnwinding Event”), then: (i) the relevant initial transferor Stockholder shall forthwith notify the other Stockholders and the Company of the pending occurrence of such Unwinding Event; and (ii) immediately following such Unwinding Event, without limiting any other rights or remedies, such initial transferor Stockholder shall take all actions necessary to effect a Transfer shall be deemed of all the Common Stock held by the relevant Permitted Transferee either back to not be such Stockholder or, pursuant to this Section 4.04, to another Person that qualifies as a Permitted Transfer Transferee of such initial transferring Stockholder. (c) The Avista Funds hereby agree that they shall cause (and shall be subject cause their Affiliates to Section 7.8. Pursuant cause) each of the Avista Permitted Transferees to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases continue to be an Affiliate of such transferring Limited Partner or such Transfer or such Avista Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, and for so long as such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall be the Agreed Value of the Partnership Group Interests subject to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Avista Permitted Transferee ceases is a Stockholder. The Avista Funds agree that they shall cause (and shall cause their Affiliates to qualify under clause (acause) each of the definition herein of “their respective Avista Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails Transferees to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General Partnerthis Agreement. (b) Unless and until admitted as a substitute Limited Partner pursuant to Section 7.3, a transferee of a Limited Partner’s Partnership Group Interests or Class B Units, in whole or in part, shall be an assignee with respect to the Transferred Partnership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to become, or to exercise the rights of, a Limited Partner, including the right to vote, the right to require any information or accounting of the Partnership’s business, or the right to inspect the Partnership’s books and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Transferred to such transferee, the share of distributions and profits to which the transferor would otherwise be entitled with respect to the Transferred Partnership Interest. Subject to the provisions of Section 6.1(b), the transferor shall have the right to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership as a substitute Limited Partner with respect to the Transferred Partnership Interest.

Permitted Transferees. None of the Convertible Bonds may be Transferred, directly or indirectly, without the prior written consent of the Company, save that the foregoing shall not restrict any Transfer by the Initial Convertible Bondholder or a Permitted Affiliate Transferee of any Authorised Denomination of the Convertible Bonds: (a) Notwithstanding to an Affiliate of the provisions of Section 7.8, each Limited Partner shall, subject to Section 7.1(b) and Section 7.1(cInitial Convertible Bondholder (a “Permitted Affiliate Transferee”), provided that the Permitted Affiliate Transferee undertakes to notify the Company and to Transfer such Convertible Bonds back to the Initial Convertible Bondholder or to another Permitted Affiliate Transferee prior to it ceasing to be a Permitted Affiliate Transferee of the Initial Convertible Bondholder; or (b) in connection with any grant of Encumbrance by the Initial Convertible Bondholder or any Permitted Affiliate Transferee over any of the Convertible Bonds for the purpose of obtaining bona fide debt financing from an independent bank or any other independent financial institution (each a “Secured Party”) on an arm’s length basis or upon the enforcement of such an Encumbrance by a Secured Party or a security agent acting for and on behalf of any Secured Party (such Transfer being to a “Permitted Other Transferee”), provided that in each such case, none of the Convertible Bonds can be Transferred, directly or indirectly, to a Restricted Transferee or Competitor, provided further that this shall not restrict any Transfer of the Convertible Bonds to any person that (i) holds securities in a Restricted Transferee or Competitor that is a body corporate if such securities of such body corporate are listed on a recognised stock exchange and such holding confers not more than 5% of the votes which could normally be cast at a general meeting of the body corporate or (ii) holds a non- Controlling interest in a Restricted Transferee or Competitor that is a non-publicly traded company provided that it does not have the right to Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s place, except in accordance with Section 7.3), by a written instrument, all appoint any board or any part of a Limited Partner’s Partnership Group Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner at the time of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” and, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “Non-Qualifying Transferee”), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall be the Agreed Value of the Partnership Group Interests subject to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General Partnermanagement positions. (b) Unless and until admitted as a substitute Limited Partner pursuant to Section 7.3, a transferee of a Limited Partner’s Partnership Group Interests or Class B Units, in whole or in part, shall be an assignee with respect to the Transferred Partnership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to become, or to exercise the rights of, a Limited Partner, including the right to vote, the right to require any information or accounting of the Partnership’s business, or the right to inspect the Partnership’s books and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Transferred to such transferee, the share of distributions and profits to which the transferor would otherwise be entitled with respect to the Transferred Partnership Interest. Subject to the provisions of Section 6.1(b), the transferor shall have the right to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership as a substitute Limited Partner with respect to the Transferred Partnership Interest.

Permitted Transferees. This Agreement may be assigned in whole or in part by the Investor or its Permitted Transferee (aupon notice to each other party to this Agreement) Notwithstanding to any transferee of Registrable Securities (and such securities remain Registrable Securities); and, upon the provisions transferee executing an instrument in writing agreeing to be bound by this Agreement, the transferee will be entitled to its benefit and be bound by all of Section 7.8its terms as if it were an original signatory hereto, each Limited Partner shall, except that a transferee of Registrable Securities who becomes entitled to the benefit of this Agreement shall be subject to Section 7.1(b) and Section 7.1(c), have such restrictions on its rights hereunder as may be stipulated in writing by the right transferor of such Registrable Securities. A copy of any such restrictions shall be provided to Transfer (but the Company. This Agreement may not be assigned by any other party to substitute this Agreement without the transferee as a substitute Partner in written consent of the Holders unless such Partner’s place, except in accordance with Section 7.3), by a written instrument, all or any part of a Limited Partner’s Partnership Group Interest or Class B Units assignment is to a Permitted Transferee. Notwithstanding ; provided, however, that (x) the previous sentenceCompany is, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner at the time of such Transfer or the Transfer was within a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” and, at any reasonable time after such Transfertransfer, furnished with written notice of the name and address of such Permitted Transferee ceases and the Registrable Securities with respect to be an Affiliate of which such Limited Partner or such Transfer or rights are being transferred; and (y) such Permitted Transferee ceases agrees in a written instrument delivered to qualify under such clause (a) (a “Non-Qualifying Transferee”), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases Company to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, bound by and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall be the Agreed Value of the Partnership Group Interests subject to the Transfer as terms and conditions of this Agreement. For the close purposes of business on determining the date the transferee ceased to be an Affiliate number of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and Registrable Securities held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General Partner. (b) Unless and until admitted as a substitute Limited Partner pursuant to Section 7.3, a transferee of a Limited Partner’s Partnership Group Interests or Class B Units, in whole or in part, shall be an assignee with respect to the Transferred Partnership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to become, or to exercise the rights of, a Limited Partner, including the right to vote, the right to require any information or accounting of the Partnership’s business, or the right to inspect the Partnership’s books and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Transferred to such transferee, the share holdings of distributions a Holder of such transferee shall be aggregated together and profits to which with those of the transferor transferee; provided further that all transferees who would otherwise be entitled with respect not qualify individually for assignment of rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices, or taking any action under this Agreement. The terms and conditions of this Agreement inure to the Transferred Partnership Interestbenefit of and are binding upon the respective successors and permitted assignees of the parties. Subject Nothing in this Agreement, express or implied, is intended to confer upon any party other than the provisions parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of Section 6.1(b)this Agreement, the transferor shall have the right to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership except as a substitute Limited Partner with respect to the Transferred Partnership Interestexpressly provided herein.