Common use of Permitted Transferees Clause in Contracts

Permitted Transferees. The provisions of Section 1.3 shall not apply to the transfer of any or all of the Shares (a) to any Permitted Transferee, (b) by virtue of laws of descent and distribution upon the death of an individual and (c) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either of cases (a), (b) or (c), it shall be a condition to such transfer that such transfer complies with the Securities Act and other applicable law, and that the transferee executes and delivers to the Issuer an agreement stating that the transferee is receiving and holding the Shares subject to the provisions of this Agreement applicable to the Conversant Investor, and there shall be no further transfer of such Shares except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (i) the members of the Conversant Investor’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person, and the direct descendants and ascendants (including adopted and step children and parents) of such person), (ii) any trust solely for the direct or indirect benefit of the Conversant Investor or the immediate family of the Conversant Investor, (iii) if the Conversant Investor is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (iv) if the Conversant Investor is an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective Affiliates, (v) any Affiliate of the Conversant Investor, or (vi) any other Investor. The Conversant Investor further agrees to execute such agreements as may be reasonably requested by the Issuer that are consistent with the foregoing or that are necessary to give further effect thereto.

Permitted Transferees. The Notwithstanding the provisions set forth in Section 5.1, each Holder may Transfer Registrable Securities during the Lock-up Period (including, for the avoidance of Section 1.3 shall not apply to the transfer doubt, a number of any or all Registrable Securities in excess of the Shares Daily Transfer Limit) (a) to any Permitted Transferee, (b) by virtue of laws of descent and distribution upon the death of an individual and (c) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either of cases (a), (b) or (c), it shall be a condition to such transfer that such transfer complies with the Securities Act and other applicable law, and that the transferee executes and delivers to the Issuer an agreement stating that the transferee is receiving and holding the Shares subject to the provisions of this Agreement applicable to the Conversant Investor, and there shall be no further transfer of such Shares except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (i) the members of the Conversant InvestorCompany’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse officers or domestic partner, the siblings of such person, and the direct descendants and ascendants (including adopted and step children and parents) of such person)directors, (ii) any trust solely for affiliates or family members of the Company’s officers or directors, or (iii) any direct or indirect benefit of the Conversant Investor partners, members or the immediate family of the Conversant Investor, (iii) if the Conversant Investor is a trust, to the trustor or beneficiary equity holders of such trust or to the estate of a beneficiary of such trust, (iv) if the Conversant Investor is an entity, officers, directors, general partners, limited partners, membersHolder, or stockholders of such entity that receive such transfer as a distribution, or any related investment funds or vehicles controlled or managed by such persons or entities or their respective Affiliatesaffiliates, (vb) any Affiliate in the case of an individual, by gift to a member of the Conversant Investorindividual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person or entity, or to a charitable organization, (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual, (d) in the case of an individual, pursuant to a qualified domestic relations order, (e) in the case of a trust, by distribution to one or more of the permissible beneficiaries of such trust, (f) to the partners, members or equity holders of such Holder by virtue of the Holder’s organizational documents, as amended, upon dissolution of the Holder, (g) to the Company, or (vih) any in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other Investorsimilar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property subsequent to the Closing Date. The Conversant Investor further agrees parties acknowledge and agree that any Permitted Transferee of a Holder shall (x) be subject to the transfer restrictions set forth in this ARTICLE V with respect to the Registrable Securities upon and after acquiring such Registrable Securities, and (y) execute such agreements as may be reasonably requested by a joinder to this Agreement in the Issuer that are consistent with the foregoing or that are necessary to give further effect theretoform of Exhibit A attached hereto.

Permitted Transferees. The provisions of Section 1.3 shall not apply to the transfer of any or all of the Shares (a) to any Permitted Transferee, (b) by virtue of laws of descent and distribution upon the death of an individual and (c) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either of cases (a), (b) or (c), it shall be a condition to such transfer that such transfer complies with the Securities Act and other applicable law, and that the transferee executes and delivers to the Issuer an agreement stating that the transferee is receiving and holding the Shares subject to the provisions of this Agreement applicable to the Conversant Investor, and there shall be no further transfer of such Shares except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (i) the members of the Conversant Investor’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person, and the direct descendants and ascendants (including adopted and step children and parents) of such person), (ii) any trust solely for the direct or indirect benefit of the Conversant Investor or the immediate family of the Conversant Investor, (iii) if the Conversant Investor is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (iv) if the Conversant Investor is an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective Affiliates, (v) any Affiliate of the Conversant Investor, or (vi) any other Investor. The Conversant Investor further agrees to execute such agreements as may be reasonably requested by the Issuer that are consistent with the foregoing or that are necessary to give further effect thereto.. ​

Permitted Transferees. The provisions of Section 1.3 shall not apply to the transfer of any or all of the Shares (a) Subject to any Permitted Transferee, paragraph (b) of this Section 1.2, any Employee Stockholder may Transfer any shares of Common Stock or any interest therein or his or her rights to subscribe for the same, if any, (i) with the prior written consent of Endo LLC's Board of Managers (the "LLC Board"), which consent shall --------- not be unreasonably withheld (provided that reasonable grounds to withhold -------- ---- consent shall include, but not be limited to, the risk of subjecting the Company to registration or reporting requirements under federal securities laws), to a trust or corporation the beneficiaries or stockholders of which are such Employee Stockholder, as the case may be, his or her spouse, parents or any other family members, or (ii) in case of his or her death, by virtue of will or by the laws of descent and distribution upon intestate succession to executors, administrators, testamentary trustees, legatees or beneficiaries. In addition to the death foregoing, any transferee of an individual Employee Stockholder described above may Transfer shares of Common Stock back to such Employee Stockholder or to another Permitted Transferee of such Employee Stockholder. (b) Any Transfer of shares of Common Stock made pursuant to paragraph (a) of this Section 1.2 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) pursuant to An "affiliate" of, or a court order person "affiliated" with, a specified person, is a person that directly or settlement agreement related to the distribution of assets in connection with the dissolution of marriage indirectly through one or civil union; providedmore intermediaries, howevercontrols, that in either of cases (a)or is controlled by, (b) or (c), it shall be a condition to such transfer that such transfer complies with the Securities Act and other applicable law, and that the transferee executes and delivers to the Issuer an agreement stating that the transferee is receiving and holding the Shares subject to the provisions of this Agreement applicable to the Conversant Investor, and there shall be no further transfer of such Shares except in accordance with this Agreement. As used in this Agreementunder common control with, the term “Permitted Transferee” shall mean: person specified (i) in the members case of the Conversant Investor’s immediate family (for purposes of this Agreement▇▇▇▇▇, “immediate family” shall mean with respect to any natural personincluding, without limitation, any of the following: such person’s spouse or domestic partner, the siblings of such person, and the direct descendants and ascendants (including adopted and step children and parents) of such person), (ii) any trust solely for the direct or indirect benefit of the Conversant Investor or the immediate family of the Conversant Investor, (iii) if the Conversant Investor is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (iv) if the Conversant Investor is an entity, officers, directors, general partners, limited partners, members, or stockholders partner of such entity that receive or any director or officer of ▇▇▇▇▇ & Company, any individual retirement account of any such transfer as a distributionpartner, director or officer, any family member of any such partner, director or officer, or related investment funds any trust or vehicles controlled family partnership for the benefit of any such partner, director or managed by such persons officer or their respective Affiliates, (v) any Affiliate of the Conversant Investor, or (vi) any other Investor. The Conversant Investor further agrees to execute such agreements as may be reasonably requested by the Issuer that are consistent with the foregoing or that are necessary to give further effect theretofamily member thereof).

Permitted Transferees. The provisions of Section 1.3 0 shall not apply to the transfer of any or all of the Shares (a) to any Permitted Transferee, (b) by virtue of laws of descent and distribution upon the death of an individual and (c) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either of cases (a), (b) or (c), it shall be a condition to such transfer that such transfer complies with the Securities Act and other applicable law, and that the transferee executes and delivers to the Issuer an agreement stating that the transferee is receiving and holding the Shares subject to the provisions of this Agreement applicable to the Conversant Investor, and there shall be no further transfer of such Shares except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (i) the members of the Conversant Investor’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person, and the direct descendants and ascendants (including adopted and step children and parents) of such person), (ii) any trust solely for the direct or indirect benefit of the Conversant Investor or the immediate family of the Conversant Investor, (iii) if the Conversant Investor is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (iv) if the Conversant Investor is an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective Affiliates, (v) any Affiliate of the Conversant Investor, or (vi) any other Investor. The Conversant Investor further agrees to execute such agreements as may be reasonably requested by the Issuer that are consistent with the foregoing or that are necessary to give further effect thereto.

Permitted Transferees. 2 The provisions of Section 1.3 2.1, this Section 2.2 and Section 3 shall not apply to the transfer of (i) Transfers by any or all of the Shares (a) Stockholder to any Permitted Transfereemember of such Stockholder’s family or to any trust for the benefit of such Stockholder or any family member of such Stockholder; (ii) if the Stockholder is an individual, (bX) Transfers by virtue the Stockholder to his, her or its guardian or conservator; (Y) Transfers by the Stockholder in the event of his or her death, to his or her executor(s) or administrator(s) or to trustee(s) under his or her will, or otherwise by will or the laws of descent and distribution upon the death of an individual distribution; and (cZ) Transfers by the Stockholder to a corporation or limited liability company, 100% of the securities of which are solely owned by such Stockholder; (iii) if the Stockholder is a corporation, partnership, or limited liability company, Transfers by such Stockholder to its Affiliates, stockholders, partners or members, or to any other Person or entity that controls, is controlled by or is under common control with (as defined in the Securities Act) such Stockholder; or (iv) the Company’s repurchase of capital stock of the Company from an employee or consultant pursuant to the terms of any stock restriction agreement or stock purchase agreement between the holder of such capital stock and the Company (collectively, “Permitted Transferees”); provided that, in any such event, the Stock so Transferred in the hands of each such Permitted Transferee shall remain subject to this Agreement. Upon such execution, Permitted Transferee shall become a court order or settlement agreement related Stockholder, and the Company shall take all such action required to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either of cases (a), (b) or (c), it effectuate such transfer to a Permitted Transferee and such transfer shall be deemed effective regardless of whether any such action has been taken by the Company. No Transfer of Stock to a condition Permitted Transferee shall be effective if the purpose of such Transfer shall have been to such transfer that such transfer complies with the Securities Act and other applicable law, and that the transferee executes and delivers to the Issuer an agreement stating that the transferee is receiving and holding the Shares subject to circumvent the provisions of this Agreement applicable to the Conversant Investor, and there shall be no further transfer of such Shares except in accordance with this Agreement. As used in this AgreementSection 2.2(f), the term word “Permitted Transfereefamily,” shall mean: (i) the members of the Conversant Investor’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to a Person, shall include any spouse, lineal ancestor or descendant (whether natural personor adopted), any of the following: such person’s spouse brother or domestic partner, the siblings sister of such personPerson and any spouse of any such lineal ancestor or descendant, and the direct descendants and ascendants (including adopted and step children and parents) of such person), (ii) any trust solely for the direct brother or indirect benefit of the Conversant Investor or the immediate family of the Conversant Investor, (iii) if the Conversant Investor is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (iv) if the Conversant Investor is an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective Affiliates, (v) any Affiliate of the Conversant Investor, or (vi) any other Investor. The Conversant Investor further agrees to execute such agreements as may be reasonably requested by the Issuer that are consistent with the foregoing or that are necessary to give further effect theretosister.

Permitted Transferees. The provisions (1) Subject to Section 6.3 hereof, upon his death, each individual Member, if any (or individual owner of a Member) shall have, and at all times retain the right to Transfer all or any portion of his Membership Interest (or interest in a Member) outright or in trust to or for the benefit of his spouse or descendants, or to any entity which is wholly owned by such Member, such Member’s spouse or descendants, the foregoing trusts, or any combination of the foregoing. Subject to Section 1.3 6.3 hereof, each corporate Member, each limited partnership Member and each limited liability company Member, if any, shall not apply have the right to Transfer all or any part of its Membership Interest to any owner of such Member, to such owner’s spouse, descendants and/or a trust or trusts for the benefit of the foregoing, or to any entity which is wholly owned by such owner, such owner’s spouse or descendants, the foregoing trusts, or any combination of the foregoing. (2) Subject to Section 6.3 hereof, if a Membership Interest is held in trust, the holders of such Membership Interest shall have the right to Transfer such Membership Interest to successor trustees and/or to the transfer beneficiaries of such trust in accordance with the terms thereof. (3) The Person or Persons receiving a Membership Interest pursuant to the terms of this subsection (c) shall be referred to hereinafter individually as such Member’s “Permitted Transferee” and collectively as his, her or its “Permitted Transferees.” (4) Any Permitted Transferee shall receive and hold the Membership Interest so Transferred subject to the terms and conditions of this Agreement as though a party hereto, and no Transfer of any Membership Interest shall be made to such Approved Transferee or Permitted Transferee unless he shall so acknowledge in writing to be bound by all of the Shares terms and conditions of this Agreement. Upon the satisfaction of the above and complying with Section 6.3 hereof, the Approved Transferee or Permitted Transferee shall be admitted to the Company as a Member. (5) A Permitted Transferee shall not Transfer all or any portion of his or its Membership Interest in the Company unless such a Transfer is made (a) to any Permitted Transferee, (b) by virtue of laws of descent and distribution upon the death of an individual and (c) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either of cases (a), (b) or (c), it shall be a condition to such transfer that such transfer complies with the Securities Act and other applicable law, and that the transferee executes and delivers to the Issuer an agreement stating that the transferee is receiving and holding the Shares subject to the provisions of this Agreement applicable Section 6.1, (b) subject to the Conversant Investorprovisions of Section 6.3 hereof, and there shall be no further transfer of such Shares except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (c): (i) to the members of Member from whom he, she or it obtained the Conversant Investor’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person, and the direct descendants and ascendants (including adopted and step children and parents) of such person), Membership Interest; or (ii) any trust solely for the direct or indirect benefit to another Permitted Transferee of the Conversant Investor Member from whom he, she or it obtained the immediate family of the Conversant Investor, (iii) if the Conversant Investor is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (iv) if the Conversant Investor is an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective Affiliates, (v) any Affiliate of the Conversant Investor, or (vi) any other Investor. The Conversant Investor further agrees to execute such agreements as may be reasonably requested by the Issuer that are consistent with the foregoing or that are necessary to give further effect theretoMembership Interest.

Permitted Transferees. The Notwithstanding the foregoing, a --------------------- Participant may Transfer all or any of its or his shares of Common Stock without complying with this Section 5.2; (i) in the case of Redeeming Stockholder by way of gift or distribution to his parents, spouse or domestic partner or to the siblings or lineal descendants or ancestors of such Redeeming Stockholder or his spouse or domestic partner, or to any trust for the exclusive benefit of, or any entity whose beneficial owners are exclusively, any one or more of the foregoing; provided that any such Transferee shall agree in writing with the Company and the Investors as a condition to such Transfer, to be bound by the provisions of Sections 5.2, 5.5, 6 and 7.1 of this Agreement to the same extent as if such Transferee were the Redeeming Stockholder and in the case of such a Transfer by a Founder, by the provisions of Section 1.3 shall not apply to the transfer of any or all of the Shares (a) to any Permitted Transferee5.3, (bii) in the case of a Redeeming Stockholder by virtue of will or the laws of descent and distribution upon the death of an individual and (c) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil uniondistribution; provided, however, that in either of cases (a), (b) or (c), it shall be a condition to such transfer provided that such transfer complies with the Securities Act and other applicable law, and that the transferee executes and delivers to the Issuer an agreement stating that the transferee is receiving and holding the Shares shares of Common Stock shall thereafter remain subject to the provisions of Sections 5.2, 5.5, and 6 and 7.1 of this Agreement applicable to the Conversant Investorsame extent they would be if held by the Redeeming Stockholder; (iii) in the case of any Participant, and there shall be no further transfer by any Transfer, disposition, assignment, sale or hypothecation of such Shares except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (i) the members shares of Common Stock pursuant to a merger or consolidation of the Conversant Investor’s immediate family Company with any other entity in which all of the shareholders of the Company are participating on ratable basis (for purposes based upon the number and class of this Agreementshares held); or (iv) in the case of any Participant, “immediate family” shall mean to any entity or entities the principal business of which is investing, reinvesting or trading in securities or to a series of accounts or entities with respect to which the decision to purchase has been made by one or more entities registered under the Investment Advisors Act of 1940 or which would have been required to be so registered but for an exemption thereunder, (any natural person, any person who acquires shares of the following: such person’s spouse or domestic partner, the siblings of such person, and the direct descendants and ascendants (including adopted and step children and parents) of such personCommon Stock in a Transfer permitted by this Section 5(i), (ii) any trust solely for the direct or indirect benefit of the Conversant Investor or the immediate family of the Conversant Investor), (iii) if the Conversant Investor is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (iv) if is referred to as a "Permitted Transferee") who agrees to be bound by the Conversant Investor is an entityprovisions of this Section 5.2, officers, directors, general partners, limited partners, membersSection 7.1, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective Affiliates, (v) any Affiliate of to the Conversant Investor, or (vi) any other Investor. The Conversant Investor further agrees Company pursuant to execute such agreements as may be reasonably requested by the Issuer that are consistent with the foregoing or that are necessary to give further effect theretoSection 5.4.

Permitted Transferees. The Notwithstanding the provisions of set forth in Section 1.3 shall not apply to 5.1, the transfer of any Juuce Holders, the FRSG Holders or all of their respective Permitted Transferees may Transfer the Lock-up Shares during the Lock-up Period (a) to any Permitted Transferee, (b) by virtue of laws of descent and distribution upon the death of an individual and (c) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either of cases (a), (b) or (c), it shall be a condition to such transfer that such transfer complies with the Securities Act and other applicable law, and that the transferee executes and delivers to the Issuer an agreement stating that the transferee is receiving and holding the Shares subject to the provisions of this Agreement applicable to the Conversant Investor, and there shall be no further transfer affiliates of such Shares except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (i) the members of the Conversant Investor’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to Holder or any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person, and the direct descendants and ascendants (including adopted and step children and parents) of such person), (ii) any trust solely for the direct or indirect benefit of the Conversant Investor or the immediate family of the Conversant Investor, (iii) if the Conversant Investor is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (iv) if the Conversant Investor is an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or entities or their respective Affiliatesaffiliates; (b) in the case of an individual, (v) any Affiliate by gift to a member of the Conversant Investorindividual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person or entity, or to a charitable organization; (vic) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by virtue of a Holder’s organizational documents, upon dissolution of such Holder; (f) in connection with any other Investor. The Conversant Investor further agrees bona fide mortgage, encumbrance or pledge to execute such agreements as may be reasonably requested a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof; (g) to NewCo; or (h) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Issuer Board or a duly authorized committee thereof or other similar transaction which results in all of NewCo’s stockholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the closing of the Business Combination; provided that are consistent in connection with any Transfer of such Lock-up Shares, the foregoing or restrictions and obligations contained in Section 5.1 will continue to apply to such Lock-up Shares after any Transfer of such Lock-up Shares and such transferee shall continue to be bound by such restrictions and obligations for the balance of the Lock-up Period; provided further, however, that are necessary in the case of clauses (a) through (e) these permitted transferees must enter into a written agreement with NewCo agreeing to give further effect thereto.be bound by the transfer restrictions in this Article V.

Permitted Transferees. The provisions of Notwithstanding Section 1.3 shall not apply to the transfer of any or all of the Shares 1.1 hereof, (a) parties to any Permitted Transfereethat certain Agreement dated as of March 17, 1997 by and between ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and Uplink Security, Inc. shall have the right to make Transfers as specifically provided therein, provided that as a condition to receiving such shares, such transferee agrees in writing to be bound by the terms and conditions of this Agreement, (b) a Shareholder shall have the right to Transfer inter vivos or by virtue of will or the laws of descent and distribution upon of all or a portion of his Shares outright to a spouse or children or to a trust for the death benefit of a spouse or children, if such transferee agrees in writing to be bound by the terms and conditions of this Agreement as if he were the transferor and an individual and Initial Shareholder, (c) pursuant an Initial Shareholder shall have the right to Transfer all of the Shares of the Company owned by such Initial Shareholder to any affiliate of such Initial Shareholder, provided that as a condition to receiving such Shares, such affiliate agrees in writing to be bound by the terms and conditions of this Agreement as if it were the Initial Shareholder, and (d) Numerex shall have the right to Transfer all or a portion of the Shares of the Company owned by it to any affiliate of Numerex or to a court order company which it owns, provided that as a condition to receiving such shares, such affiliate or settlement agreement related company agrees in writing to be bound by the distribution terms and conditions of assets in connection with the dissolution of marriage or civil union; provided, however, that in either of cases this Agreement as if it were Numerex (transferees under (a), (b) or ), (c) and (d) being collectively called the "Permitted Transferees"), it shall be a condition to such transfer that such transfer complies with the Securities Act and other applicable law, and that the transferee executes and delivers to the Issuer an agreement stating that the transferee is receiving and holding the Shares subject to the provisions of this Agreement applicable to the Conversant Investor, and there shall be no further transfer of such Shares except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (i) the members of the Conversant Investor’s immediate family (for For purposes of this Agreement, “immediate family” "affiliate" shall mean be defined as any entity which controls or is under common control with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person, and the direct descendants and ascendants (including adopted and step children and parents) of such person), (ii) any trust solely for the direct or indirect benefit of the Conversant Investor Numerex or the immediate family of the Conversant InvestorInitial Shareholders, (iii) if the Conversant Investor is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (iv) if the Conversant Investor is an entity, officers, directors, general partners, limited partners, membersas applicable, or stockholders of such entity that receive such transfer which Numerex or the Initial Shareholders, as a distributionapplicable, holds at least an eighty percent (80%) controlling interest, directly or related investment funds or vehicles controlled or managed by such persons or their respective Affiliates, (v) any Affiliate of the Conversant Investor, or (vi) any other Investor. The Conversant Investor further agrees to execute such agreements as may be reasonably requested by the Issuer that are consistent with the foregoing or that are necessary to give further effect theretothrough wholly-owned subsidiaries.

Permitted Transferees. The provisions 2.1 Subject to Section 12.6, any Stockholder may transfer any of Section 1.3 shall not apply the Registrable Securities held by such Stockholder (i) to the transfer spouse, siblings or issue or spouses of any siblings or all issue of the Shares such Stockholder, (aii) to any Permitted Transfereea trust or custodial account for the sole benefit of such Stockholder or the spouse, siblings or issue or spouses of siblings or issue of such Stockholder, (biii) by virtue to a partnership, limited liability company or other entity, the majority and controlling equity owners of laws which are a Stockholder or the spouse, siblings or issue or spouses of descent and distribution siblings or issue of such Stockholder or any trust referred to in clause (ii) above, (iv) to the personal representative of a Stockholder upon the death of an individual such Stockholder for the purposes of administration of such Stockholder's estate or upon the incompetency of such Stockholder for the purposes of the protection and management of such Stockholder's assets, but such personal representative may not transfer such Registrable Securities other than as permitted under this Agreement, (cv) pursuant to a court order or settlement agreement related charitable foundation (subject to receipt by the distribution Stockholder of assets in connection with written approval from the dissolution of marriage or civil union; providedCompany, however, that in either of cases (asuch approval not to be unreasonably withheld), (bvi) to the Company, or (c), it shall be a condition to such transfer that such transfer complies with the Securities Act and other applicable law, and that the transferee executes and delivers to the Issuer an agreement stating that the transferee is receiving and holding the Shares subject to the provisions of this Agreement applicable to the Conversant Investor, and there shall be no further transfer of such Shares except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (ivii) the members of the Conversant Investor’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, other Stockholder or to any of the following: such person’s spouse or domestic partner, the siblings of such person, and the direct descendants and ascendants transferees referred to in clause (including adopted and step children and parents) of such personi), (ii) any trust solely for the direct or indirect benefit of the Conversant Investor or the immediate family of the Conversant Investor, (iii) if above for the Conversant Investor is a trustbenefit of such other Stockholder. 2.2 Five Arrows shall be permitted to assign or otherwise transfer any of the Registrable Securities held by it, and any of its rights hereunder with respect to such Registrable Securities, to one or more persons, provided that such assignments or transfers are made in accordance with all agreements to which both the trustor or beneficiary Company and Five Arrows are parties and the applicable provisions of such trust or Section 12.6 of this Agreement. 2.3 Any person to the estate whom a transfer of a beneficiary of such trust, (iv) if the Conversant Investor Registrable Securities is an entity, officers, directors, general partners, limited partners, membersmade pursuant to, or stockholders otherwise in accordance with, Section 2.1 or Section 2.2 of such entity that receive such transfer as this Agreement shall be a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective Affiliates, (v) any Affiliate of the Conversant Investor, or (vi) any other Investor. The Conversant Investor further agrees to execute such agreements as may be reasonably requested by the Issuer that are consistent with the foregoing or that are necessary to give further effect thereto"Permitted Transferee."

Permitted Transferees. The provisions of Section 1.3 shall not apply Notwithstanding anything herein to the transfer contrary, each Shareholder shall have the right to Transfer all or any portion of any his or all of the her Subject Shares (a) to any a Permitted Transferee, (b) by virtue of laws of descent and distribution upon the death of an individual and (c) pursuant provided such Permitted Transferee agrees in writing, in a manner reasonably acceptable to a court order or settlement agreement related Omnicom, to accept such Subject Shares subject to the distribution terms and conditions of assets in connection with the dissolution this Agreement and to be bound by this Agreement and to acknowledge that such person shall constitute a Shareholder for all purposes of marriage or civil unionthis Agreement; provided, however, that any such Transfer shall not (i) reduce the aggregate voting power of the Existing Shares or (ii) relieve the transferring Shareholder from any liabilities hereunder for breach of this Agreement by such Permitted Transferee. “Permitted Transferee” means, with respect to any Shareholder: (a) any other Shareholder, (b) (i) a spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the spouse of any child, adopted child, grandchild or adopted grandchild of such Shareholder or (ii) upon such Shareholder’s death, an heir, executor, administrator, testamentary trustee, legatee or beneficiary of such Shareholder; (c) a foundation or similar entity established by such Shareholder for the purpose of serving charitable goals, controlled by such Shareholder or the persons named in either clause (b); (d) any trust, the trustees and beneficiaries of cases which include only such Shareholder or the persons named in clauses (a), (b) or and (c); or (e) any corporation, it shall be a condition to such transfer that such transfer complies with the Securities Act and other applicable law, and that the transferee executes and delivers to the Issuer an agreement stating that the transferee is receiving and holding the Shares subject to the provisions of this Agreement applicable to the Conversant Investor, and there shall be no further transfer of such Shares except in accordance with this Agreement. As used in this Agreementlimited liability company or partnership, the term “Permitted Transferee” shall mean: shareholders, members or general or limited partners of which include only such Shareholder or the persons named in clauses (i) the members of the Conversant Investor’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person, and the direct descendants and ascendants (including adopted and step children and parents) of such persona), (ii) any trust solely for the direct or indirect benefit of the Conversant Investor or the immediate family of the Conversant Investorb), (iiic) if the Conversant Investor is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, and (iv) if the Conversant Investor is an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective Affiliates, (v) any Affiliate of the Conversant Investor, or (vi) any other Investor. The Conversant Investor further agrees to execute such agreements as may be reasonably requested by the Issuer that are consistent with the foregoing or that are necessary to give further effect theretod).

Permitted Transferees. The provisions of Section 1.3 paragraph 3(a) shall not apply to the transfer of any or all of the Relevant Shares by the Investor (aA) to any Permitted TransfereeTransferee (defined below), (bB) by virtue of laws of descent and distribution upon the death of an individual and (cC) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either of cases (a), (b) or (c), it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) promulgated thereunder, and other applicable law, and that the transferee executes and delivers to the Issuer UHG (defined below) an agreement stating that the transferee is receiving and holding the Relevant Shares subject to the provisions of this Agreement applicable to the Conversant Investorletter agreement, and there shall be no further transfer of such Relevant Shares except in accordance with this Agreementletter agreement. As used in this Agreementletter agreement, the term “Permitted Transferee” shall meanmeans: (i1) the members of the Conversant Investor’s immediate family (for purposes of this Agreementletter agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person, and the direct descendants and ascendants (including adopted and step children and parents) of such person), (ii2) any trust solely for the direct or indirect benefit of the Conversant Investor or the immediate family of the Conversant Investor, (iii3) if the Conversant Investor is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (iv4) if the Conversant Investor is an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective Affiliates. “Affiliate” means, with respect to any specified Person, any Person that, directly or indirectly through one or more entities, controls or is controlled by, or is under common control with, such specified Person. The term “control” (vincluding the terms “controlled by” and “under common control with”) any Affiliate means the possession, directly or indirectly, of the Conversant Investorpower to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or (vi) any otherwise. “Person” means an individual, corporation, limited liability company, partnership, association, trust or other Investorentity or organization, including a government or political subdivision or an agency or instrumentality thereof. The Conversant Investor further agrees “UHG” refers to execute such agreements as may be reasonably requested by DHHC after the Issuer that are consistent with the foregoing or that are necessary to give further effect theretoClosing.

Permitted Transferees. The provisions of Section 1.3 shall not apply to the transfer of any or all of the Shares (a) to any Permitted Transferee, (b) by virtue of laws of descent and distribution upon the death rights of an individual and Investor hereunder may be assigned (cbut only with all related obligations as set forth below) pursuant to a court order or settlement agreement related to the distribution of assets in connection with a Transfer of Shares effected in accordance with the dissolution terms of marriage or civil union; provided, however, that in either the Stockholders Agreement and this Agreement (i) to a Permitted Transferee of cases (a)such Investor, (bii) to a Strategic Investor or any Affiliate or co-investor thereof in connection with a Strategic Investor Transaction, or (c)iii) with respect to the provisions of Sections 2 and 3.2 hereof, it any other transferee that, together with its Affiliates acquires shares of Registrable Securities in such Transfer either (A) for consideration of at least $35,000,000 or (B) having a then fair market value (determined in good faith by the Board) of at least $35,000,000. Without prejudice to any other or similar conditions imposed hereunder with respect to any such Transfer, no assignment permitted under the terms of this Section 6 shall be effective unless the transferee to which such assignment is being made, if not a condition Holder, has delivered to such transfer that such transfer complies with the Securities Act Company a written acknowledgment and other applicable law, agreement in form and substance reasonably satisfactory to the Company that the transferee executes Shares in respect of which such assignment is made shall continue to be deemed Shares and delivers to the Issuer an agreement stating that the transferee is receiving and holding the Shares shall be subject to all of the provisions of this Agreement applicable relating to Shares and that such transferee shall be bound by, and shall be a party to, this Agreement to the Conversant Investorsame extent, and there shall be no further transfer of in the same capacity, as the Holder that Transfers such Shares except in accordance with this Agreement. As used in this Agreementto such transferee; provided, the term that only a Permitted Transferee of a Principal Investor will be deemed to be a “Permitted TransfereePrincipal Investor” shall mean: (i) the members of the Conversant Investor’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person, and the direct descendants and ascendants (including adopted and step children and parents) of such person), (ii) any trust solely for the direct or indirect benefit of the Conversant Investor or the immediate family of the Conversant Investor, (iii) if the Conversant Investor is only a trust, to the trustor or beneficiary of such trust or to the estate Permitted Transferee of a beneficiary Bank Investor will be deemed to be a “Bank Investor” for purposes of such trustthis Agreement, (iv) if the Conversant only a Permitted Transferee of an Other Investor is will be deemed to be an entity, officers, directors, general partners, limited partners, members, or stockholders “Other Investor” for purposes of such entity that receive such transfer as this Agreement and only a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective Affiliates, (v) any Affiliate Permitted Transferee of the Conversant Investor, or (vi) any other Investor. The Conversant Investor further agrees a Manager will be deemed to execute such agreements as may be reasonably requested by the Issuer that are consistent with the foregoing or that are necessary to give further effect theretoa “Manager” for purposes of this Agreement.

Permitted Transferees. The provisions of Section 1.3 2.1, this Section 2.2 and Section 3 shall not apply to the transfer of (i) Transfers by any or all of the Shares (a) Stockholder to any Permitted Transfereemember of such Stockholder’s family or to any trust for the benefit of such Stockholder or any family member of such Stockholder; (ii) if the Stockholder is an individual, (bX) Transfers by virtue the Stockholder to his, her or its guardian or conservator; (Y) Transfers by the Stockholder in the event of his or her death, to his or her executor(s) or administrator(s) or to trustee(s) under his or her will, or otherwise by will or the laws of descent and distribution upon distribution; and (Z) Transfers by the death Stockholder to a corporation or limited liability company, 100% of the securities of which are solely owned by such Stockholder; (iii) if the Stockholder is a corporation, partnership, or limited liability company, Transfers by such Stockholder to its Affiliates, stockholders, partners or members, or to any other Person or entity that controls, is controlled by or is under common control with (as defined in the Securities Act) such Stockholder; or (iv) the Company’s repurchase of capital stock of the Company from an employee, director or consultant pursuant to the terms of any stock restriction agreement or stock purchase agreement between the holder of such capital stock and the Company (collectively, “Permitted Transferees”); provided that, in any such event, the Stock so Transferred in the hands of each such Permitted Transferee shall remain subject to this Agreement. Upon execution of an individual Instrument of Adherence, the Permitted Transferee shall become a Stockholder, and (c) pursuant the Company shall take all such action required to effectuate such transfer to a court order or settlement agreement related to Permitted Transferee at the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either of cases (a), (b) or (c), it transferring Stockholder’s cost and such transfer shall be deemed effective regardless of whether any such action has been taken by the Company. No Transfer of Stock to a condition Permitted Transferee shall be effective if the purpose of such Transfer shall have been to such transfer that such transfer complies with the Securities Act and other applicable law, and that the transferee executes and delivers to the Issuer an agreement stating that the transferee is receiving and holding the Shares subject to circumvent the provisions of this Agreement applicable to the Conversant Investor, and there shall be no further transfer of such Shares except in accordance with this Agreement. As used in this AgreementSection 2.2(f), the term word “Permitted Transfereefamily,” shall mean: (i) the members of the Conversant Investor’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to a Person, shall include any spouse, lineal ancestor or descendant (whether natural personor adopted), any of the following: such person’s spouse brother or domestic partner, the siblings sister of such personPerson and any spouse of any such lineal ancestor or descendant, and the direct descendants and ascendants (including adopted and step children and parents) of such person), (ii) any trust solely for the direct brother or indirect benefit of the Conversant Investor or the immediate family of the Conversant Investor, (iii) if the Conversant Investor is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (iv) if the Conversant Investor is an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective Affiliates, (v) any Affiliate of the Conversant Investor, or (vi) any other Investor. The Conversant Investor further agrees to execute such agreements as may be reasonably requested by the Issuer that are consistent with the foregoing or that are necessary to give further effect theretosister.

Permitted Transferees. The provisions (1) Subject to Section 6.3 hereof, upon his death, each individual Member, if any (or individual owner of a Member) shall have, and at all times retain the right to Transfer all or any portion of his Membership Interest (or interest in a Member) outright or in trust to or for the benefit of his spouse or descendants, or to any entity which is wholly owned by such Member, such Member’s spouse or descendants, the foregoing trusts, or any combination of the foregoing. Subject to Section 1.3 6.3 hereof, each corporate Member, each limited partnership Member and each limited liability company Member, if any, shall not apply have the right to Transfer all or any part of its Membership Interest to any owner of such Member, to such owner’s spouse, descendants and/or a trust or trusts for the benefit of the foregoing, or to any entity which is wholly owned by such owner, such owner’s spouse or descendants, the foregoing trusts, or any combination of the foregoing. (2) Subject to Section 6.3 hereof, if a Membership Interest is held in trust, the holders of such Membership Interest shall have the right to Transfer such Membership Interest to successor trustees and/or to the transfer beneficiaries of such trust in accordance with the terms thereof. (3) The Person or Persons receiving a Membership Interest pursuant to the terms of this subsection (c) shall be referred to hereinafter individually as such Member’s “Permitted Transferee” and collectively as his, her or its “Permitted Transferees.” 21 (4) Any Permitted Transferee shall receive and hold the Membership Interest so Transferred subject to the terms and conditions of this Agreement as though a party hereto, and no Transfer of any Membership Interest shall be made to such Approved Transferee or Permitted Transferee unless he shall so acknowledge in writing to be bound by all of the Shares terms and conditions of this Agreement. Upon the satisfaction of the above and complying with Section 6.3 hereof, the Approved Transferee or Permitted Transferee shall be admitted to the Company as a Member. (5) A Permitted Transferee shall not Transfer all or any portion of his or its Membership Interest in the Company unless such a Transfer is made (a) to any Permitted Transferee, (b) by virtue of laws of descent and distribution upon the death of an individual and (c) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either of cases (a), (b) or (c), it shall be a condition to such transfer that such transfer complies with the Securities Act and other applicable law, and that the transferee executes and delivers to the Issuer an agreement stating that the transferee is receiving and holding the Shares subject to the provisions of this Agreement applicable Section 6.1, (b) subject to the Conversant Investorprovisions of Section 6.3 hereof, and there shall be no further transfer of such Shares except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (c): (i) to the members of Member from whom he, she or it obtained the Conversant Investor’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse Membership Interest; or domestic partner, the siblings of such person, and the direct descendants and ascendants (including adopted and step children and parents) of such person), (ii) any trust solely for the direct or indirect benefit to another Permitted Transferee of the Conversant Investor Member from whom he, she or it obtained the immediate family of the Conversant Investor, (iii) if the Conversant Investor is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (iv) if the Conversant Investor is an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective Affiliates, (v) any Affiliate of the Conversant Investor, or (vi) any other Investor. The Conversant Investor further agrees to execute such agreements as may be reasonably requested by the Issuer that are consistent with the foregoing or that are necessary to give further effect theretoMembership Interest.

Permitted Transferees. The provisions Any Stockholder may transfer any of Section 1.3 shall not apply the Registrable Securities held by such Stockholder, (i) to the transfer spouse, siblings or issue or spouses of any siblings or all issue of the Shares such Stockholder; (aii) to any Permitted Transfereea trust or custodial account for the sole benefit of such Stockholder or the spouse, siblings or issue or spouses of siblings or issue of such Stockholder, (biii) by virtue to a partnership, limited liability company or other entity, the majority and controlling equity owners of laws which are a Stockholder or the spouse, siblings or issue or spouses of descent and distribution siblings or issue of such Stockholder or any trust referred to in clause (ii) above; (iv) to the personal representative of a Stockholder upon the death of an individual such Stockholder for the purposes of administration of such Stockholder’s estate or upon the incompetency of such Stockholder for the purposes of the protection and management of such Stockholder’s assets, but such personal representative may not transfer such Registrable Securities other than as permitted under this Agreement; (cv) pursuant to a court order or settlement agreement related charitable foundation (subject to receipt by the Stockholder of written approval from the Company, such approval not to be unreasonably withheld); (vi) to the distribution Company; or (vii) to any other Stockholder or to any of assets the transferees referred to in connection with clause (i), (ii) or (iii) above, for the dissolution benefit of marriage or civil unionsuch other Stockholder (any of the foregoing, a “Permitted Transferee”); provided, however, that in either if such transfer is to be effected to a Permitted Transferee (other than to the Company) within 12 months after the effective time of cases (a)the Merger, (b) or (c), it such Permitted Transferee shall be have executed and delivered to the Company a condition Lock-Up Agreement prior to such transfer that such transfer complies with the Securities Act and other applicable law, and that the transferee executes and delivers to the Issuer an agreement stating that the transferee is receiving and holding the Shares subject to the provisions of this Agreement applicable to the Conversant Investor, and there shall be no further transfer of such Shares except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (i) the members of the Conversant Investor’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person, and the direct descendants and ascendants (including adopted and step children and parents) of such person), (ii) any trust solely for the direct or indirect benefit of the Conversant Investor or the immediate family of the Conversant Investor, (iii) if the Conversant Investor is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (iv) if the Conversant Investor is an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective Affiliates, (v) any Affiliate of the Conversant Investor, or (vi) any other Investor. The Conversant Investor further agrees to execute such agreements as may be reasonably requested by the Issuer that are consistent with the foregoing or that are necessary to give further effect theretotransfer.

Permitted Transferees. The provisions of Section 1.3 8(a) shall not apply to the transfer of any or all of the Shares by the Investor (aA) to any Permitted TransfereeTransferee (defined below), (bB) by virtue of laws of descent and distribution upon the death of an individual and (cC) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either of cases (a), (b) or (c), it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) promulgated thereunder, and other applicable law, and that the transferee executes and delivers to the Issuer UHG (defined below) an agreement stating that the transferee is receiving and holding the Shares subject to the provisions of this Agreement applicable to the Conversant InvestorSubscription Agreement, and there shall be no further transfer of such Shares except in accordance with this Subscription Agreement. As used in this Subscription Agreement, the term “Permitted Transferee” shall meanmeans: (i1) the members of the Conversant Investor’s immediate family (for purposes of this Subscription Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person, and the direct descendants and ascendants (including adopted and step children and parents) of such person), (ii2) any trust solely for the direct or indirect benefit of the Conversant Investor or the immediate family of the Conversant Investor, (iii3) if the Conversant Investor is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (iv4) if the Conversant Investor is an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective Affiliates. “Affiliate” means, with respect to any specified Person, any Person that, directly or indirectly through one or more entities, controls or is controlled by, or is under common control with, such specified Person. The term “control” (vincluding the terms “controlled by” and “under common control with”) any Affiliate means the possession, directly or indirectly, of the Conversant Investorpower to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or (vi) any otherwise. “Person” means an individual, corporation, limited liability company, partnership, association, trust or other Investorentity or organization, including a government or political subdivision or an agency or instrumentality thereof. The Conversant Investor further agrees “UHG” refers to execute such agreements as may be reasonably requested by DHHC following the Issuer that are consistent with consummation of the foregoing or that are necessary to give further effect theretoMerger.

Permitted Transferees. The provisions of Section 1.3 shall not apply to the transfer of Provided further that any or all of the Shares (a) to any Permitted Transferee, (b) by virtue of laws of descent and distribution upon the death of an individual and (c) pursuant to a court order or settlement agreement related to the distribution of assets such Transfer is in connection with the dissolution of marriage or civil union; provided, however, that in either of cases (a), (b) or (c), it shall be a condition to such transfer that such transfer complies compliance with the Securities Act and any other applicable lawsecurities laws, Calavo may transfer its Membership Interest to any wholly owned subsidiary of Calavo, and that the transferee executes and delivers LSC may transfer its Membership Interest to the Issuer an agreement stating that the transferee is receiving and holding the Shares subject to the provisions of this Agreement applicable to the Conversant Investor, and there shall be no further transfer of such Shares except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (i) the members of the Conversant Investor’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person, and the direct descendants and ascendants (including adopted and step children and parents) of such person)▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, (ii) any trust solely for the direct Person wholly owned by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or indirect benefit of the Conversant Investor owned jointly by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or the immediate family of the Conversant Investorparties identified in (iii) and (iv), (iii) any inter vivo or testamentary trust for the benefit of either LSC Owners’ descendants or spouse, or to any custodian or trustee for the account or benefit of the LSC Owners or either LSC Owners’ descendants or spouse, so long as any such trust or account is under the sole control of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (if then living) or the Conversant Investor joint control of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (if then living); (iv) to a revocable trust (but not an irrevocable trust) established by either LSC Owner for his or her benefit, or for the benefit of his or her spouse or children, so long as any such trust or account is a truststill under the sole control of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (if then living) or the joint control of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (if then living); or (v) in the event of the death of an LSC Owner, to the trustor surviving LSC Owner or beneficiary of such trust or to the estate of such LSC Owner or to their descendants, either in accordance with such LSC Owner’s will or intestacy (any of the foregoing, “Permitted Transferees”). Any Permitted Transferee who acquires Membership Interests shall become a beneficiary substituted Member only upon its written agreement, in form and substance reasonably satisfactory to the Company, to be bound by all the terms and conditions of such trustthe Certificate and this Agreement as then in effect, (iv) if and any references in this Agreement to the Conversant Investor Member that Transferred its Membership Interest shall thereafter apply to the Permitted Transferee. Unless and until a Permitted Transferee is an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer admitted as a distributionsubstituted Member, or related investment funds or vehicles controlled or managed by such persons or their respective Affiliates, (v) the transferee shall have no right to exercise any Affiliate of the Conversant Investorpowers, rights or (vi) any other Investorprivileges of a Member hereunder. The Conversant Investor A Member who has transferred its Membership Interest shall cease to be a Member upon Transfer of its Membership Interest or all of its powers, rights and privileges hereunder and thereafter shall have no further agrees to execute such agreements powers, rights or privileges as may be reasonably requested by the Issuer that are consistent with the foregoing or that are necessary to give further effect theretoa Member hereunder.

Permitted Transferees. The provisions A Stockholder may Transfer all or any part of his or its Shares in accordance with the redemption right contained in the Restated Certificate of Incorporation, as amended, and the Certificate of Designations of the Series F Preferred Stock or to a Permitted Transferee (as hereinafter defined) without first complying with Section 1.3 4 or Section 5, provided that prior to effecting such Transfer, the Permitted Transferee shall not apply execute a counterpart of this Agreement in accordance with Section 9 hereof, thereby evidencing that the Shares to be held by such Permitted Transferee shall remain subject to this Agreement and that such Permitted Transferee has become a Stockholder for purposes of, and is bound as such by the transfer terms of, this Agreement. For purposes of this Agreement, the term "PERMITTED TRANSFEREE" of a Stockholder shall mean (i) if such Stockholder is a corporation, any Affiliate (as defined below) of such corporation, (ii) if such Stockholder is a limited partnership, any current or former general or limited partner of such limited partnership, (iii) if such Stockholder is a limited liability company, any current or former member of such Stockholder, (iv) if such Stockholder is an individual, such Stockholder's spouse or lineal descendants, or any trust or other entity created and existing solely for the benefit, directly or indirectly, of any such person or all of the Shares (a) to any Permitted Transfereepersons, (b) by virtue of laws of descent and distribution or, upon the death of an individual any such Stockholder, such Stockholders' estate, administrator or executor, provided that under the terms of such Stockholder's will or under the applicable laws of intestate succession, such Stockholder's Shares are to be transferred solely to a Permitted Transferee or Permitted Transferees in accordance with the requirements of this Section 3.02, and (cv) with regard to any of the foregoing, the Company, if the Transfer is made pursuant to any redemption right contained in the Restated Certificate of Incorporation, as amended, and the Certificate of Designations of the Series F Preferred Stock. For purposes of this Agreement, an "Affiliate" of an entity shall mean a court order person or settlement agreement related entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the entity. Notwithstanding the foregoing, a Stockholder may, in one or a series of transactions, Transfer up to an aggregate of 2.5% of the distribution total number of assets in connection with Shares outstanding, without being subject to, or complying with, the dissolution provisions of marriage or civil union; Sections 4 and 5, provided, however, that each of Robe▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Step▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇ll not, so long as they are employed by the Company in either a management position, be permitted to Transfer more than 20% of cases his individual holdings during the five (a)5) year period after the date hereof except in the case of the sale by the Company of all or substantially all of its business or assets, (b) the sale of all or (c), it shall be substantially all of the capital stock by the Company's shareholders as a condition to such transfer that such transfer complies with the Securities Act whole and other applicable law, and that the transferee executes and delivers Board-approved changes to the Issuer an agreement stating that the transferee is receiving and holding the Shares subject to the provisions of this Agreement applicable to the Conversant Investor, and there shall be no further transfer of such Shares except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (i) the members of the Conversant Investor’s immediate family (Company's stock option plans or for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person, and the direct descendants and ascendants (including adopted and step children and parents) of such person), (ii) any trust solely for the direct or indirect benefit of the Conversant Investor or the immediate family of the Conversant Investor, (iii) if the Conversant Investor is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (iv) if the Conversant Investor is an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective Affiliates, (v) any Affiliate of the Conversant Investor, or (vi) any other Investor. The Conversant Investor further agrees to execute such agreements as may be reasonably requested by the Issuer that are consistent with the foregoing or that are necessary to give further effect theretoplanning purposes.

Permitted Transferees. The provisions of Section 1.3 shall not apply Notwithstanding anything herein to the transfer contrary, each Shareholder shall have the right to Transfer all or any portion of any his or all of the her Subject Shares (a) to any a Permitted Transferee, (b) by virtue of laws of descent and distribution upon the death of an individual and (c) pursuant provided such Permitted Transferee agrees in writing, in a manner reasonably acceptable to a court order or settlement agreement related Publicis, to accept such Subject Shares subject to the distribution terms and conditions of assets in connection with the dissolution this Agreement and to be bound by this Agreement and to acknowledge that such person shall constitute a Shareholder for all purposes of marriage or civil unionthis Agreement; provided, however, that any such Transfer shall not (i) reduce the aggregate voting power of the Existing Shares or (ii) relieve the transferring Shareholder from any liabilities hereunder for breach of this Agreement by such Permitted Transferee. “Permitted Transferee” means, with respect to any Shareholder: (a) any other Shareholder, (b) (i) a spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the spouse of any child, adopted child, grandchild or adopted grandchild of such Shareholder or (ii) upon such Shareholder’s death, an heir, executor, administrator, testamentary trustee, legatee or beneficiary of such Shareholder; (c) a foundation or similar entity established by such Shareholder for the purpose of serving charitable goals, controlled by such Shareholder or the persons named in either clause (b); (d) any trust, the trustees and beneficiaries of cases which include only such Shareholder or the persons named in clauses (a), (b) or and (c); or (e) any corporation, it shall be a condition to such transfer that such transfer complies with the Securities Act and other applicable law, and that the transferee executes and delivers to the Issuer an agreement stating that the transferee is receiving and holding the Shares subject to the provisions of this Agreement applicable to the Conversant Investor, and there shall be no further transfer of such Shares except in accordance with this Agreement. As used in this Agreementlimited liability company or partnership, the term “Permitted Transferee” shall mean: shareholders, members or general or limited partners of which include only such Shareholder or the persons named in clauses (i) the members of the Conversant Investor’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person, and the direct descendants and ascendants (including adopted and step children and parents) of such persona), (ii) any trust solely for the direct or indirect benefit of the Conversant Investor or the immediate family of the Conversant Investorb), (iiic) if the Conversant Investor is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, and (iv) if the Conversant Investor is an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective Affiliates, (v) any Affiliate of the Conversant Investor, or (vi) any other Investor. The Conversant Investor further agrees to execute such agreements as may be reasonably requested by the Issuer that are consistent with the foregoing or that are necessary to give further effect theretod).

Permitted Transferees. The provisions 2.1 Subject to Section 12.6, any Stockholder may transfer any of Section 1.3 shall not apply the Registrable Securities held by such Stockholder (i) to the transfer spouse, siblings or issue or spouses of any siblings or all issue of the Shares such Stockholder, (aii) to any Permitted Transfereea trust or custodial account for the sole benefit of such Stockholder or the spouse, siblings or issue or spouses of siblings or issue of such Stockholder, (biii) by virtue to a partnership, limited liability company or other entity, the majority and controlling equity owners of laws which are a Stockholder or the spouse, siblings or issue or spouses of descent and distribution siblings or issue of such Stockholder or any trust referred to in clause (ii) above, (iv) to the personal representative of a Stockholder upon the death of an individual such Stockholder for the purposes of administration of such Stockholder’s estate or upon the incompetency of such Stockholder for the purposes of the protection and management of such Stockholder’s assets, but such personal representative may not transfer such Registrable Securities other than as permitted under this Agreement, (cv) pursuant to a court order or settlement agreement related charitable foundation (subject to receipt by the distribution Stockholder of assets in connection with written approval from the dissolution of marriage or civil union; providedCompany, however, that in either of cases (asuch approval not to be unreasonably withheld), (bvi) to the Company, or (c), it shall be a condition to such transfer that such transfer complies with the Securities Act and other applicable law, and that the transferee executes and delivers to the Issuer an agreement stating that the transferee is receiving and holding the Shares subject to the provisions of this Agreement applicable to the Conversant Investor, and there shall be no further transfer of such Shares except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (ivii) the members of the Conversant Investor’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, other Stockholder or to any of the following: such person’s spouse or domestic partner, the siblings of such person, and the direct descendants and ascendants transferees referred to in clause (including adopted and step children and parents) of such personi), (ii) any trust solely for the direct or indirect benefit of the Conversant Investor or the immediate family of the Conversant Investor, (iii) if above for the Conversant Investor is a trustbenefit of such other Stockholder. 2.2 Five Arrows shall be permitted to assign or otherwise transfer any of the Registrable Securities held by it, and any of its rights hereunder with respect to such Registrable Securities, to one or more persons, provided that such assignments or transfers are made in accordance with all agreements to which both the trustor or beneficiary Company and Five Arrows are parties and the applicable provisions of such trust or Section 12.6 of this Agreement. 2.3 Any person to the estate whom a transfer of a beneficiary of such trust, (iv) if the Conversant Investor Registrable Securities is an entity, officers, directors, general partners, limited partners, membersmade pursuant to, or stockholders otherwise in accordance with, Section 2.1 or Section 2.2 of such entity that receive such transfer as this Agreement shall be a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective Affiliates, (v) any Affiliate of the Conversant Investor, or (vi) any other Investor. The Conversant Investor further agrees to execute such agreements as may be reasonably requested by the Issuer that are consistent with the foregoing or that are necessary to give further effect thereto“Permitted Transferee.”

Permitted Transferees. The provisions of Section 1.3 shall not apply to the transfer of any or all of the Shares (a) Subject to any Permitted Transferee, paragraph (b) by virtue of laws of descent and distribution upon the death of an individual and (c) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either of cases (a), (b) or (c), it shall be a condition to such transfer that such transfer complies with the Securities Act and other applicable law, and that the transferee executes and delivers to the Issuer an agreement stating that the transferee is receiving and holding the Shares subject to the provisions of this Agreement applicable to the Conversant Investor, and there shall be no further transfer of such Shares except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: Section 1.2: (i) Subject to Section 6.4(a) with respect to Covered Sales (as defined in Section 6.4), the members of the Conversant Investor’s THL Group may Transfer any Securities or any interest therein or their rights to subscribe for the same to any of their affiliates (as defined in Section 1.2(c)); (ii) any Management Securityholder may Transfer any Securities or any interest therein or his rights to subscribe for the same, if any, (A) to a trust, partnership, limited liability company or corporation the beneficiaries, partners, members or securityholders of which are such Management Securityholder, his spouse, parents, members of his immediate family or his lineal descendants, provided that the foregoing shall be subject to the limitation that the Company's Management Committee or, in the event that Company converts into or is merged with a corporation, the board of directors of such corporation (as applicable, the "Board") acting in good faith does not conclude that such Transfer together with all other Transfers made after the Closing could result in or create a "significant risk" that the Company may become subject to, or after any Registration will continue by reason thereof to be subject to, the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or the registration requirements of the Investment Company Act of 1940 (the "40 Act") and provided, further that a Management Securityholder shall give advance notice to the Company in the event of any Transfer to any permitted transferee set forth in this clause (A), (B) in case of his death, by will, by transfer in trust or by the laws of intestate succession to executors, trustees, administrators, testamentary trustees, legatees or beneficiaries or (C) with the prior written consent of the Board and the THL Group, to any transferee. (iii) any Third Party Investor may Transfer any Securities or any interest therein or its rights to subscribe for the same to any of its affiliates (as defined in Section 1.2(c)). In addition to the foregoing, any transferee of a Securityholder described above may Transfer Securities back to such Securityholder or to another Permitted Transferee of such Securityholder. For the purposes of this AgreementSection 1.2, “immediate family” a "significant risk", as referred to above, shall be deemed to arise when the number of "holders of record" (as determined in accordance with the Exchange Act and the rules and regulations thereunder or the registration requirements of the 40 Act) is greater than 80% of the number of "holders of record" that would cause the application or continued application of the informational requirements of the Exchange Act under the then existing circumstances. (b) Any Transfer of Securities made pursuant to paragraph (a) of this Section 1.2 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 in the same manner and capacity as its transferor, unless such Permitted Transferee is already a Securityholder, pursuant to an instrument of assumption reasonably satisfactory in form and substance to the Company and the THL Group. (c) An "affiliate" of, or a person "affiliated" with, a 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 addition, in the case of any member of the THL Group, the term "affiliate" shall be deemed to include, without limitation, (1) any partner of such member of the THL Group or (2) any limited partner of any blind investment fund organized by or at the direction of the THL Group (collectively, the "THL Funds") or (3) any director, officer, partner or employee of THL or any of its affiliates (excluding any limited partner of the THL Funds), any individual retirement account of any such partner, director, officer or employee, any family member of any such partner, director, officer or employee, or any trust or family partnership for the benefit of any such partner, director, officer or employee or family member thereof. In the case of the Third Party Investors, affiliate shall be deemed to include any partner or member of such Person or any director, officer or employee of such Person, any individual retirement account of any such partner, director, officer or employee, any family member of any such partner, director officer or employee or any trust or family partnership for the benefit of any such partner, director, officer or employee or family member thereof. An "Excluded Permitted Transferee" as used in Section 6.4 shall mean (i) any Person specified in clause (2) above (other than any such person who is also described in clause (3) above), except with respect to any natural persona Transfer for value involving a liquidation of a THL Fund or a redemption, any in whole or in part, of the following: such person’s spouse or domestic a limited partner, the siblings of such person, and the direct descendants and ascendants (including adopted and step children and parents) of such person)'s interest in a THL Fund, (ii) any trust solely for the direct or indirect benefit of the Conversant Investor or the immediate family of the Conversant InvestorTHL Fund, other than THL V, THL Parallel Fund, THL Cayman Fund, THL 1997 Trust, THL Investors, Putnam I, Putnam II and Putnam Holdings and (iii) if the Conversant Investor is a trust, to the trustor Company or beneficiary of such trust or to the estate of a beneficiary of such trust, (iv) if the Conversant Investor is an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective Affiliates, (v) any Affiliate of the Conversant Investor, or (vi) any other Investor. The Conversant Investor further agrees to execute such agreements as may be reasonably requested by the Issuer that are consistent with the foregoing or that are necessary to give further effect theretoo▇ ▇▇▇ subs▇▇▇▇▇▇es.

Permitted Transferees. The provisions of Section 1.3 2.1 shall not apply to the transfer of any or all of the Shares (aI) to any Permitted Transferee, (bII) by virtue of laws of descent and distribution upon the death of an individual and (cIII) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either of cases (aI), (bII) or (cIII), it shall be a condition to such transfer that such transfer complies with the Securities Act and other applicable law, and that the transferee executes and delivers to the Issuer Company an agreement stating that the transferee is receiving and holding the Shares subject to the provisions of this Agreement applicable to the Conversant InvestorLocked-up Holder, and there shall be no further transfer of such Shares except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (i1) the members of the Conversant InvestorLocked-up Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person, and the direct descendants and ascendants (including adopted and step children and parents) of such person), (ii2) any trust solely for the direct or indirect benefit of the Conversant Investor Locked-up Holder or the immediate family of the Conversant InvestorLocked-up Holder, (iii3) if the Conversant Investor Locked-up Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (iv4) if the Conversant Investor Locked-up Holder is an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective Affiliates, (v5) any Affiliate of the Conversant InvestorLocked-up Holder; provided, however, that, during an applicable Lock-Up Period, the N▇▇▇▇ Parties shall not transfer Registrable Securities to an Affiliate without the prior written consent of the Sponsor, or (vi6) any other InvestorLocked-Up Holder. The Conversant Investor Locked-up Holder further agrees to execute such agreements as may be reasonably requested by the Issuer Company that are consistent with the foregoing or that are necessary to give further effect thereto.