Common use of Permitted Transfers Clause in Contracts

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 shall not apply to any (i) Transfer (for any consideration or no consideration) by Inland or Cordish of all or any part of its LLC Interest to any 80% Owned Affiliate of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member), or (ii) Transfer to any other Member. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions of this Agreement shall nevertheless remain a Member of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of this Agreement by executing and delivering a counterpart signature page hereto; and (iv) the transfer would not materially and adversely affect the treatment of the Company for tax purposes under the Code or the tax laws of any state in which the Company does business.

Permitted Transfers. A. (a) The restrictions on Transfers under Section 8.1 shall not apply to Partnership Parties acknowledge and agree that any (i) Transfer (for any consideration or no consideration) by Inland or Cordish of all or any part of its LLC Interest to any 80% Owned Affiliate of the transferor Member following Transfers (provided that counsel to each a “Permitted Transfer”) of all, but not less than all, of the non-Transferring Member reasonably determines that Subject Units owned by the Employee at the time of such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member), or (ii) Transfer shall be deemed to any other Member. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon in compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions of Securities Act and this Agreement and no opinion of counsel shall nevertheless remain a Member of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member be required in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfiedconnection therewith: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary a Transfer made pursuant to Article IV or desirable to effect such TransferV; (ii) a duly executed and acknowledged written instrument of transfer has been filed with Transfer upon the Company setting forth the intention death or disability of the transferor that Employee to the transferee become a substituted Member in its place;Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws to an Employee’s Trust; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee accepts shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and agrees conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing to be bound by all the provisions terms and conditions of this Agreement by executing and delivering a counterpart signature page hereto; andthe Partnership Agreement. (ivc) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the transfer avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not materially and adversely affect the treatment of the Company for tax purposes have been directly permitted under the Code or the tax laws of any state this Agreement had such change in which the Company does businesssuch relationship occurred prior to such Transfer).

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 shall not apply to any (i) Notwithstanding the restrictions on Transfer set forth in Section 7.1(a), but subject to the requirements of Section 7.2, Reliance and its Affiliates may (for any consideration or no considerationA) by Inland or Cordish of encumber all or a portion of the Reliance Interests solely for financing purposes, subject to the express subordination of any part such encumbrance to the rights and obligations of the parties under this Agreement and the Associated Agreements (provided that, after the Drilling Carry Period only, in making any such encumbrance, the party providing financing to Reliance or its Affiliates shall not be required to comply with the provisions of Article VII of this Agreement, but shall otherwise be required to include provisions substantially similar to the provisions set forth in Section 13.19(b) of this Agreement, with the modifications so that references to “Atlas” shall be references to “Reliance” and references to “Reliance” shall be references to “Atlas”); and (B) Transfer all or a portion of the Reliance Interests to any Affiliate of Reliance residing and domiciled within the United States; provided that no Transfer of the Reliance Interests shall relieve Reliance of its LLC Interest to any 80% Owned Affiliate of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member), or Drilling Carry Obligation. (ii) Notwithstanding the restrictions on Transfer set forth in Section 7.1(b), but subject to the requirements of Section 7.2, Atlas and its Affiliates may (A) encumber all or a portion of the Atlas Interests solely for financing purposes, subject to the express subordination of any such encumbrance to the rights and obligations of the parties under this Agreement and the Associated Agreements (except to the extent such subordination would violate the Atlas Credit Agreement) (it being agreed that Atlas shall nonetheless be bound by the obligation set forth in Section 13.19(b) of this Agreement); and (B) Transfer all or a portion of the Atlas Interests to any other Member. B. A permitted transferee Affiliate. After the Drilling Carry Period, in making any such encumbrance, the party providing financing to Atlas or any of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member its Affiliates shall not be recognized by required to comply with the Company as provisions of Article VII of this Agreement, but shall otherwise be required to include provisions substantially similar to the provisions set forth in Section 13.19(b) of this Agreement. Nothing in this Agreement shall prohibit Atlas or any of its Affiliates from Transferring all or a Member and shall have only the rights of an assignee portion of the transferor Member's LLC Interest, except upon Atlas Interests to the administrative agent and the lenders under the Atlas Credit Agreement in compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions of this Agreement shall nevertheless remain a Member of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transferthereof. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of this Agreement by executing and delivering a counterpart signature page hereto; and (iv) the transfer would not materially and adversely affect the treatment of the Company for tax purposes under the Code or the tax laws of any state in which the Company does business.

Permitted Transfers. A. The Notwithstanding anything in this Agreement to the contrary, the restrictions on Transfers under Section 8.1 contained in Sections 3 and 4 of this Agreement with respect to the Transfer of Shares shall not apply to: A. any Transfer without consideration by any Party to the spouse or lineal descendants of such Party or to a trust of which there are no principal beneficiaries other than the spouse or lineal descendants of such Party; B. any Transfer (i) Transfer (to a trust where the beneficiary of such trust is a charitable organization to which Transfers of Shares would be deductible for any consideration or no consideration) by Inland or Cordish of all or any part of its LLC Interest to any 80% Owned Affiliate of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse Federal income and gift tax effect (directly or indirectly) on the non-Transferring Member), purposes or (ii) directly to any such charitable organization (a Transfer pursuant to this clause (b)(ii) is hereinafter referred to as a “Charitable Transfer”)); or C. any Transfer to a legal representative of such Party in the event such Party becomes mentally incompetent; provided that, in any other Member. B. A such case, each transferee agrees in writing to take subject to and to comply with the restrictions on Transfer contained in this Agreement. In addition, none of the restrictions on Transfer of Shares contained in this Agreement shall apply to a Transfer by any Party upon his or her death, by will, by the laws of descent or by operation of law, except that any such transferee shall be deemed to take such Shares subject to all provisions of this Agreement applicable to the transferor. Any transfer of Shares pursuant to and in compliance with this Section 2 shall be a permitted transfer under this Agreement, and any transferee of a Member such Shares pursuant to and in compliance with this Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company 2 is herein referred to as a Member and “Permitted Transferee.” Each Permitted Transferee, if not previously a Party, shall have only the rights of an assignee upon consummation of the transferor Member's LLC InterestTransfer, except upon compliance with be deemed a Party. Notwithstanding anything in this Section 2 to the terms contrary, each Party acknowledges and agrees that after the consummation of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) any Charitable Transfer in accordance with the provisions of this Agreement shall nevertheless remain a Member of terms hereof, the Company Shares subject to all the duties and obligations imposed on it under such Charitable Transfer shall no longer be subject to this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transferAgreement. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of this Agreement by executing and delivering a counterpart signature page hereto; and (iv) the transfer would not materially and adversely affect the treatment of the Company for tax purposes under the Code or the tax laws of any state in which the Company does business.

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 shall not apply Notwithstanding anything to the contrary contained in this Investor Rights Agreement, during the Lock-Up Period applicable to any Lock-Up Shares of a Holder, such Holder may Transfer, without the consent of PubCo, any of such Lock-Up Shares to (ia) Transfer any of such Holder’s Permitted Transferees, upon written notice to PubCo or (for any consideration or no considerationb)(i) by Inland or Cordish of all or any part of its LLC Interest a charitable organization, upon written notice to any 80% Owned Affiliate of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member)PubCo, or (ii) Transfer in the case of an individual, by virtue of Laws of descent and distribution upon death of the individual, (iii) in the case of an individual, pursuant to a qualified domestic relations order or (iv) pursuant to any liquidation, merger, stock exchange or other Member. B. A permitted transferee similar transaction which results in all of a Member PubCo’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Business Combination; provided that in connection with any Transfer of such Lock-Up Shares pursuant to clause (b)(ii) or clause (b)(iii), (A) the restrictions and obligations contained in Section 8.1.A or 8.2.A hereof that acquires 3.1 and this Section 3.2 will continue to apply to such Lock-Up Shares after any Transfer of such Lock-Up Shares and (B) the LLC Interest Transferee of a Member shall not be recognized by the Company as a Member and such Lock-Up Shares shall have only no rights under this Investor Rights Agreement, unless, for the rights avoidance of an assignee of the transferor Member's LLC Interestdoubt, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to such Transferee is a permitted transferee (other than the other Member) Permitted Transferee in accordance with the provisions this Investor Rights Agreement. Any Transferee of this Agreement shall nevertheless remain Lock-Up Shares that is a Member Permitted Transferee of the Company subject to all Transferor shall be required, at the duties time of and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant condition to Section 8.2such Transfer, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable party to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of this Agreement Investor Rights Agreement, by executing and delivering a counterpart signature page hereto; and joinder, substantially in the form attached to this Investor Rights Agreement as Exhibit A, whereupon such Transferee will be treated as a Party (ivwith the same rights and obligations as the Transferor) for all purposes of this Investor Rights Agreement. Notwithstanding anything to the transfer would not materially contrary, and adversely affect for the treatment avoidance of doubt, the Company for tax purposes under Sponsor shall be permitted to forfeit any portion of its Lock-Up Shares pursuant to the Code or the tax laws of any state in which the Company does businessSponsor Letter.

Permitted Transfers. A. The restrictions provisions of Section 2.1 (Restrictions on Transfers under Section 8.1 shall not apply to any (i) Transfer (for any consideration or no consideration) by Inland or Cordish of all or any part of its LLC Interest to any 80% Owned Affiliate of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring MemberShares), or Section 3.1 (iiRight of First Offer) Transfer to any other Member. B. A permitted transferee and Section 3.2 (Right of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other MemberCo-Sale) in accordance with the provisions of this Agreement shall nevertheless remain a Member of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed not pertain or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfiedapply to: (i) any transfer of Equity Securities by a Holder to such Holder’s ancestors, descendants or spouse or the transferor ancestors and transferee have executed and acknowledged descendants of such instruments as spouse or to a trust for their benefit, provided that all of the other Members may reasonably deem necessary beneficial interests in such trust are owned or desirable to effect controlled by such TransferHolder; (ii) any transfer of Equity Securities by a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in Holder to its placeAffiliate; (iii) the grant of a security interest in and pledge of Equity Securities by GapStar or, subject to the consent of the holders of a majority of the Series C Preferred Shares, another Holder of its Equity Securities pursuant to a bona fide loan transaction with an internationally recognized financial services firm that creates a mere security interest in such Equity Securities; (iv) any sale of Equity Securities to the public pursuant to a registration statement filed by the Company; or (v) subject to and without derogating from Section 3.2(c) of this Agreement, any sale of Equity Securities in connection with a Sale Transaction (as defined in the Company’s Memorandum and Articles of Association); (each of the foregoing transfers, a “Permitted Transfer” and the transferees described therein, each, a “Permitted Transferee”), provided, that no transfer may be made pursuant to this Section 3.3 (Permitted Transfers) unless (x) the transferee accepts and agrees (other than a lender in the case of a pledge of GapStar) has agreed in writing to be bound by the terms and conditions of this Agreement, (y) the transfer complies in all aspects with the applicable provisions of this Agreement by executing and delivering a counterpart signature page hereto; and (ivz) the transfer would not materially complies in all respects with applicable federal and adversely affect state securities laws, including, without limitation, the treatment Securities Act. If reasonably requested by the Company, except with respect to a Permitted Transfer under Section 3.3(iii), an opinion of counsel to such transferring Holder shall be supplied to the Company for tax purposes under Company, at such transferring Holder’s expense, to the Code or effect that such transfer complies with the tax laws applicable United States Federal and state securities laws. Upon becoming a party to this Agreement, (i) the Permitted Transferee of a Major Investor shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, the transferring Major Investor hereunder with respect to the Equity Securities transferred to such Permitted Transferee, (ii) the Permitted Transferee of a Founder shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, a Founder hereunder with respect to the Equity Securities transferred to such Permitted Transferee and (iii) the transferee of any state in which other Holder shall be substituted for, and shall be subject to the Company does businesssame obligations, but not the same rights, as the transferring other Holder hereunder with respect to the Equity Securities transferred to such transferee.

Permitted Transfers. A. The Notwithstanding the foregoing, the restrictions on Transfers under Section 8.1 set forth herein shall not apply to any the following Transfers of Subject Securities by a Holder: a. if such Holder is an individual (iA) Transfer (for any nominal consideration or no considerationas a gift to any member of such Holder’s “immediate family” (defined for purposes of this Agreement as the spouse, parents, lineal descendants, the spouse of any lineal descendant, and brothers and sisters) by Inland or Cordish a trust for the benefit of all such Holder or any part member of its LLC Interest such Holder’s immediate family, or (B) upon the death of such Holder pursuant to a will or other instrument taking effect upon the death of such Holder, or pursuant to the applicable laws of descent and distribution to such Holder’s estate, heirs or distributees; and b. if the Holder is a corporation, partnership, limited liability company or other entity, any 80% Owned Transfer to an Affiliate of the transferor Member Holder if such Transfer is not for value; provided, however, that in the case of any Transfer described in clauses (provided that counsel a) or (b) above, it shall be a condition to the non-Transferring Member reasonably determines Transfer that such Transfer would not have any adverse tax effect (directly or indirectlyx) on the non-Transferring Member), or (ii) Transfer to any other Member. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions of this Agreement shall nevertheless remain a Member of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee of executes and delivers to the Company, not later than one business day prior to such LLC Interest Transfer, a written agreement that is admitted reasonably satisfactory in form and substance to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all of the provisions terms of this Agreement and the Contribution Agreement (any references to immediate family in the agreement executed by executing and delivering a counterpart signature page hereto; and (iv) such transferee shall expressly refer only to the transfer would not materially and adversely affect the treatment immediate family of the Company Holder and not to the immediate family of the transferee) and (y) if the Holder is required to file a report under Section 16(a) of the Securities Exchange Act of 1934, as amended, reporting a reduction in beneficial ownership of the Subject Securities or any securities convertible into or exercisable or exchangeable for tax purposes under the Code or Subject Securities, the tax laws Holder shall include a statement in such report to the effect that, in the case of any state Transfer pursuant to (i) above, such Transfer is being made as a gift or by will or intestate succession or, in which the Company does businesscase of any Transfer pursuant to (ii) above, such Transfer is being made to a shareholder, partner or member of, or owner of a similar equity interest in, the Holder and is not a Transfer for value. c. For purposes hereof, “Affiliate” shall mean, with respect to any entity, any other person or entity directly or indirectly controlling, controlled by or under common control with such entity. For purposes hereof, “control” (including the terms “controlled by” and “under common control with”), as used with respect to any entity or person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity or person, whether through the ownership of voting securities or otherwise.

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 A Seller shall not apply be free at any time (without the consent of the Purchaser but, in the case of clauses (i), (ii), (iv) of this sentence, upon at least five business days advance written notice to the Purchaser) to Transfer all or any portion of his or its Seller Shares: (i) Transfer (for any consideration in the case the transferring Seller is a natural person, to a trust or no consideration) estate, limited liability company, limited partnership or similar vehicle owned or controlled by Inland or Cordish of all or any part of its LLC Interest to any 80% Owned Affiliate of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member), or Seller; (ii) Transfer to any other Member. B. A permitted transferee in the case of a Member transferring Seller that is not a natural person, to (A) such Seller’s equity holders on dissolution of such Seller or (B) a wholly owned subsidiary of such Seller; (iii) in the case of any Seller, to the Purchaser (whether pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions of this Agreement shall nevertheless remain Article II or otherwise); and (iv) in the case of R▇▇▇▇▇ ▇▇▇▇▇▇▇, to M▇▇▇▇▇▇ ▇▇▇▇▇▇▇. Seller Shares owned or held by a Member Seller who is a natural person may also be Transferred upon such Seller’s death or involuntarily by operation of law. In addition, Seller Shares may be Transferred pursuant to a merger, consolidation or other business combination involving the Company subject to Company’s Common Stock that has been approved by the Company’s Board of Directors and otherwise in compliance with all applicable laws, rules and regulations. Notwithstanding the duties and obligations imposed on it foregoing, in the case of any Transfer permitted under this Agreement until such time as the transferee of such LLC Interest is admitted Section 2.02 (other than a permitted Transfer pursuant to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed preceding sentence or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; clauses (iii) and (iv) of this Section 2.02), it shall be a condition to such Transfer that such transferee agrees, by executing a joinder agreement in substantially the transferee accepts and agrees form attached hereto as Exhibit A (y) to be bound by all the provisions of this Agreement by executing and delivering as a counterpart signature page hereto; and (iv) the transfer would not materially and adversely affect the treatment Seller with respect to all of the Company for tax purposes under Seller Shares Transferred to such transferee, and (z) that all of the Code or Seller Shares Transferred to such transferee remain subject to this Agreement and all of the tax laws of any state in which the Company does businessterms, conditions and restrictions hereof as Seller Shares.

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 shall not apply to any (i) Transfer (for any consideration or no consideration) by Inland or Cordish of all or any part of its LLC Interest to any 80% Owned Affiliate of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member), or (ii) Transfer to any other Member. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee Each Stockholder (other than an Employee Stockholder) may Transfer any or all of the other Member) in accordance Securities held by it to any of its Permitted Assignees without complying with the provisions of this Agreement Article IV, other than Section 4.1; provided, however, that, with respect to a Transfer to a Permitted Assignee, (x) such Permitted Assignee shall nevertheless remain have agreed with the Company, in a Member written instrument reasonably satisfactory to the Company, that it will immediately convey record and beneficial ownership of the Company subject to all the duties Securities and all rights and obligations imposed on it under this Agreement until hereunder to such Stockholder or another Permitted Assignee of such Stockholder prior to such time as the transferee it would cease to be a Permitted Assignee of such LLC Interest is admitted to the Company Stockholder and (y) as a substitute Member condition to such Transfer, such Permitted Assignee shall become a party to this Agreement as provided in accordance Section 4.1(a) and (ii) any Stockholder that is a private equity fund may, subject to compliance with Section 8.2.C. Upon 5.13 distribute any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the Securities held by it to its partners, members or other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed investors without complying with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of this Agreement by executing and delivering a counterpart signature page hereto; andArticle IV, other than Section 4.1. (ivb) the transfer would not materially and adversely affect the treatment Each Stockholder that is an Employee Stockholder may Transfer any or all of the Company for tax purposes under Securities held by him, her or it to a Permitted Assignee of such Employee Stockholder without complying with the Code provisions of this Article IV other than Section 4.1; provided, that (i) such Permitted Assignee shall have agreed with the Company, in a written instrument reasonably satisfactory to the Company, that he, she or the tax laws it will immediately convey record and beneficial ownership of any state all Securities and all rights and obligations hereunder to such transferring Employee Stockholder or another Permitted Assignee of such transferring Employee Stockholder if he, she or it ceases to be a Permitted Assignee of such Employee Stockholder and (ii) as a condition to such Transfer, such Permitted Assignee shall become a party to this Agreement as provided in which the Company does businessSection 4.1.

Permitted Transfers. A. The restrictions on Transfers Motient hereby agrees that, until it and any permitted transferees under Section 8.1 shall not apply to any paragraph (ie) Transfer or (for any consideration or no considerationh) by Inland or Cordish hereunder have disposed of all or any part of its LLC Interest to any 80% Owned Affiliate of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (Acquired Shares, it will not, directly or indirectly, without the prior written consent of SkyTerra, sell, distribute, transfer or otherwise dispose (in each case, a “Disposition”) on of any Acquired Shares except: (a) the non-Transferring Member), pro rata distribution of Common Shares by Motient to its common stockholders in the form of a special dividend as described by Section 4.8 of the MSV Exchange Agreement; or (b) distributions of Common Shares by Motient to its preferred stockholders pursuant to the Preferred Registration Statement; (c) sales of Resale Shares pursuant to the Resale Registration Statement; or (d) sales of Resale Shares pursuant to Rule 144 under the Securities Act; or (e) sales or (ii) Transfer transfers of Resale Shares to any Person or group of related Persons who would immediately thereafter not own or have the right to acquire or vote with respect to Resale Shares consisting of, in the aggregate, more than five percent (5%) (with each Person, other Member. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee than Affiliates of the transferor Member's LLC Interesttransferring Holder, except upon compliance considered individually and not in the aggregate with other transferees) of the total combined voting power of all SkyTerra Common Shares then outstanding; provided, however, that in each such case, the transferee shall receive and hold such Resale Shares subject to, and the transferee and all of the transferees’ Affiliates shall agree to be bound by, all the terms of Section 8.2.C. A Member who assigns all this Agreement, which terms shall also inure to the benefit of its LLC Interest to a permitted transferee (other than the other Member) such transferees, and there shall be no further transfer of such Resale Shares, except in accordance with the provisions of this Agreement shall nevertheless remain Section 5.1; or (f) a Member bona fide pledge of or the Company subject granting of a security interest in the Resale Shares or Resale Shares to all the duties and obligations imposed on an institutional lender for money borrowed, provided that such lender acknowledges in writing that it under has received a copy of this Agreement until and agrees, upon its becoming the owner of, or obtaining dispositive authority with respect to or in connection with any disposition of, any such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2Resale Shares, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of this Agreement by executing and delivering a counterpart signature page heretoin connection with any right it may have to dispose of any such Resale Shares (and, upon agreeing so to be bound, the provisions of this Agreement shall inure to the benefit of such party); andor (ivg) sales or transfers of Resale Shares pursuant to a tender or exchange offer which the transfer would Board of Directors of SkyTerra does not materially and adversely affect oppose within 10 business days after the treatment date of commencement (as such term is defined in Rule 14d-2(a) of the Company for tax purposes General Rules and Regulations under the Code Exchange Act) of such offer; or (h) dispositions of Resale Shares by Motient to any wholly owned subsidiary of Motient or to a successor corporation of Motient; provided, however, that in each such case, the transferee shall receive and hold such Resale Shares subject to, and the transferee and all of the transferees’ Affiliates shall agree to be bound by, all the terms of this Agreement, which terms shall also inure to the benefit of such transferees, and there shall be no further transfer of such Resale Shares for which they are exchangeable, except in accordance with the provisions of this Section 5.1; or (i) dispositions pursuant to any merger, consolidation, reorganization or recapitalization to which SkyTerra is a party or in connection with any reclassification of the Acquired Shares or the tax laws Common Shares; provided, that in the event that Motient seeks to effect a Disposition of any state Resale Shares pursuant to clauses (d), (e) or (h) of this Section 5.1, (i) such Disposition is made in which compliance with applicable securities laws, and (ii) prior to such Disposition, Motient shall have delivered to SkyTerra an opinion of counsel stating that such Disposition (A) is permitted by this Agreement and the Company MSV Exchange Agreement, (B) does businessnot require registration under the Securities Act, and (C) assuming the accuracy of the representations and warranties set forth in the MSV Exchange Agreement, does not cause the MSV Exchange to be required to have been registered under the Securities Act; provided, that with respect to Dispositions pursuant to Section 5.1(d), such opinion shall only be required if requested by SkyTerra’s transfer agent and in any event no opinion shall be required for Dispositions pursuant to Rule 144(k) under the Securities Act.

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 shall not apply (a) A Transfer by a Member to any (i) Transfer (for any consideration its ultimate parent entity or no consideration) by Inland to a wholly-owned direct or Cordish of all or any part indirect subsidiary of its LLC Interest ultimate parent entity is permitted, except that the Initial Class B Member may not make such a Transfer until such ultimate parent company is changed pursuant to any 80% Owned Affiliate paragraph (b) below. (b) The Initial Class B Member is expressly allowed to contribute all of the transferor assets of its consulting division, "KPMG Consulting" to a newly created corporation, including the Initial Class B Member's Membership Interest in the Company, provided, however, that the Initial Class B Member must have caused, simultaneously with or prior to such contribution: (provided that counsel 1) all assets relating to the non-Transferring Member reasonably determines that such Transfer would Initial Class B Member's participation in the Company, including but not have any adverse tax effect (directly limited to all products and services provided to or indirectly) on the non-Transferring Member), or (ii) Transfer to any other Member. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by acquired from the Company as a and all intellectual property rights licensed to or licensed from the Company, to be simultaneously and irrevocably sold, assigned, and transferred to such newly created corporation; (2) the Initial Class B Member and shall such newly created corporation to have only executed and delivered an assignment and assumption agreement, reasonably satisfactory in form and content to the Company, by which the initial Class B Member will assign all rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions of this Agreement shall nevertheless remain a Member of the Company subject to all the duties and obligations imposed on it under this Agreement until and the Transaction Documents to which the Initial Class B Member is a party to such time as newly created corporation, and such newly created corporation will have assumed all liabilities and obligations under this Agreement and the transferee Transaction Documents to which the Initial Class B Member is a party; and (3) all shares of securities of the Initial Class C Member, beneficially held or held of record by the Initial Class B Member to be simultaneously and irrevocably sold, assigned and transferred to such LLC newly-created corporation. Upon the satisfaction of the conditions set forth in the immediately preceding proviso, the Membership Interest is of the Initial Class B Member will be transferred to such corporation and such corporation will be admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, without further action by the transferor and transferee shall file with Management Committee or the Company an executed or authenticated copy of the written instrument of assignment or transferMembers. C. No transferee (c) Sales, transfers, assignments, or pledges of the whole or a portion of interests in a Member's LLC Interest shall have the right to become a substituted Member ultimate parent company or of any intermediate parent company will not constitute sales, transfers, assignments, or pledges of any interest in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees if, immediately following such event all assets relating to be bound by all the provisions of this Agreement by executing and delivering a counterpart signature page hereto; and (iv) the transfer would not materially and adversely affect the treatment of the Company for tax purposes under and such Member's obligations to the Code Company, are owned or controlled by the tax laws resulting ultimate parent company of any state in which the Company does businesssuch Member.

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 (a) Neither the Equity Participant nor any permitted transferee of the Equity Participant shall not apply Transfer all or any of the Shares to any Person except in accordance with Sections 3 and 4. Notwithstanding anything to the contrary contained herein (other than Section 3), the Equity Participant (and any permitted transferee of the Equity Participant) may Transfer all or any portion of his Shares: (i) Transfer (for any consideration if the stockholder is a limited partnership or no consideration) by Inland or Cordish of all or any part of its LLC Interest a trust, to any 80% Owned Affiliate member of the transferor Member Group of which the Equity Participant (provided that counsel to the non-Transferring Member reasonably determines or such permitted transferee) is a member; provided, that such Transfer would not have any adverse tax effect (directly or indirectly) on transferee shall agree in writing with the non-Transferring Member)Corporation, or prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement; (ii) Transfer if the stockholder is a corporation or a limited liability company, to any other Member. B. A permitted member of its Group; provided, that such transferee of a Member pursuant shall agree in writing with the Corporation, prior to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company and as a Member and shall have only the rights of an assignee condition precedent to such Transfer, to be bound by all of the transferor Member's LLC Interestprovisions of this Agreement; (iii) if the stockholder is an individual, except upon compliance to any member of the Family of such stockholder; provided, that such new transferee shall agree in writing with the terms of Section 8.2.C. A Member who assigns Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions of this Agreement and, provided, further, that the interests in any Family trusts shall nevertheless remain a Member of the Company subject to all the duties be non-transferable; and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, (iv) if the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No is a permitted transferee of the whole Equity Participant by will or a portion the laws of a Member's LLC Interest descent and distribution, provided that each such new transferee shall have the right to become a substituted Member in place of its transferor unless and until be bound by all of the following conditions are satisfied:provisions of this Agreement to the same extent as if such transferee was a party hereto. (ib) If requested in writing by the transferor managing underwriters, if any, of any Initial Public Offering, the Equity Participant agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Initial Public Offering within thirty (30) days before or one hundred and transferee have executed and acknowledged such instruments as eighty (180) days after the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument effective date of transfer has been the registration statement filed with the Company setting forth the intention of the transferor respect to said offering; provided, however, that the this restriction will not apply to transfers permitted under Section 6.1(a) provided such transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of restriction contained in this Agreement by executing and delivering a counterpart signature page hereto; and (iv) the transfer would not materially and adversely affect the treatment of the Company for tax purposes under the Code or the tax laws of any state in which the Company does business.Section 6.1(b). RESTRICTED STOCK PURCHASE AGREEMENT

Permitted Transfers. A. The restrictions on Notwithstanding the foregoing Section 3.1, but subject to Section 3.3 below, the Transfers under Section 8.1 listed below shall not apply require the prior written consent of the Majority Preferred Interest or Family LLC, as applicable (each such Transfer, a “Permitted Transfer”, and the Transferee with respect to any each such Permitted Transfer, a “Permitted Transferee”): (a) Transfers of Equity Interests (i) Transfer to a parent of such Transferor, (for any consideration ii) to a lineal descendant of a parent of such Transferor, (iii) to a spouse of a lineal descendant of a parent of such Transferor, (iv) to a spouse of such Transferor, (v) to a trust, limited partnership, limited liability company, corporation or no considerationother entity, the beneficiaries, partners, members, shareholders or other equity holders, respectively, of which are solely one or more of the foregoing Permitted Transferees referred to in this Section 3.2(a), and (vi) as contemplated by Inland Schedule 2.2 attached hereto; (b) purchases, repurchases or Cordish redemptions by the Company of all (i) Equity Interests issued to employees of the Company or any part of its LLC Interest subsidiaries pursuant to any 80% Owned Affiliate equity incentive agreements with such employees approved by the Board of Directors and entered into in the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member), ordinary course of business or (ii) Transfer to any other Member. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) Preferred Stock in accordance with the provisions Company’s Certificate of Incorporation; and (c) in the case of the Initial Investor, Transfers of Preferred Stock (and securities in the Initial Investor) to a Permitted Affiliate. provided, however, that (i) in the case of Section 3.2(a)(v), the Transferor must retain sole and exclusive power to direct the voting and disposition of such Equity Interests until the first to occur of the termination of this Agreement shall nevertheless remain a Member of or the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee death or incapacity of such LLC Interest is admitted Transferor, and if such Transferor does not retain such sole and exclusive power, such Transfer shall be deemed not to the Company as be a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor Permitted Transfer hereunder and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) in the case of Section 3.2(c), the Permitted Transferee must remain a duly executed Permitted Affiliate, and acknowledged written instrument of transfer has been filed with if such Permitted Transferee does not remain as such, such Permitted Transferee shall Transfer back to the Company setting forth Initial Investor the intention of Preferred Stock which was Transferred to such Permitted Transferee. Notwithstanding the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all foregoing, no party hereto shall avoid the provisions of this Agreement by executing and delivering a counterpart signature page hereto; and (iv) Transferring the transfer would not materially and adversely affect the treatment of the Company for tax purposes under the Code or the tax laws securities of any state in which the Company does businessPerson holding Equity Interests or Preferred Stock directly or indirectly.

Permitted Transfers. A. The restrictions on Transfers under Further notwithstanding anything to the contrary contained herein (but subject to the provisions of Section 8.1 shall not apply to any 9.4), (i) Holdings or any Member of Holdings (or its representatives) may Transfer (for any consideration or no consideration) by Inland or Cordish of all or a portion of any part Units in Holdings (A) to (x) such transferor’s immediate family members or trusts established for the benefit of its LLC Interest to such family members for estate planning purposes, (y) a Charity for gratuitous purposes or (z) Holdings or any 80% Owned Affiliate other Member of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member)Holdings, or (B) by devise or descent or by operation of law upon the death or disability of such Member of Holdings, (ii) Transfer to without limiting any other Member. B. A permitted transferee of the foregoing, a Member pursuant to Section 8.1.A of Holdings may withdraw or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company involuntarily withdrawn as a Member and shall have only of Holdings but continue to exercise rights as an interest holder and/or member thereof, in all events to the extent provided in the Holdings Operating Agreement, (iii) Units in Holdings and/or related rights may be directly or indirectly sold, assigned, pledged, transferred, or otherwise disposed of an assignee pursuant to the terms of the transferor Member's LLC InterestHoldings Operating Agreement, except upon compliance (iv) “TRA Units” in Holdings (as defined in the Holdings Operating Agreement) and/or related rights may be directly or indirectly sold, assigned, pledged, transferred, or otherwise disposed of in accordance with the Holdings Operating Agreement, (v) any interests of Holdings in Acquisition may be sold, assigned, pledged, transferred, or otherwise disposed of in accordance with the terms of Section 8.2.C. A Member who assigns all the Holdings Operating Agreement and any interests of its LLC Interest to a permitted transferee (other than the other Member) Publico in Holdco may be sold, assigned, pledged, transferred, or otherwise disposed of in accordance with the provisions of this Agreement shall nevertheless remain a Member terms of the Company subject to all the duties organizational documents of Publico and obligations imposed on it under this Agreement until such time as the transferee (vi) any Transfer of such LLC Interest is admitted to the Company as a substitute Member shares of Class A Common Stock or Class B Common Stock in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2applicable Law, the transferor Transaction Agreement and transferee the organizational documents of Publico shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees not be deemed to be bound by all a prohibited Transfer hereunder. Additionally, the provisions of this Agreement by executing Partners hereby agree to pledge their Units as and delivering a counterpart signature page hereto; and (iv) to the transfer would not materially and adversely affect the treatment of the Company for tax purposes extent required under the Code or the tax laws of any state in which the Company does businessLoan Facility.

Permitted Transfers. A. The restrictions on Transfers under contained in Section 8.1 10.01 shall not apply to any of the following Transfers (ieach, a “Permitted Transfer” and each transferee, a “Permitted Transferee”): (i)(A) a Transfer pursuant to a Redemption or Direct Exchange in accordance with Article XI hereof or that are necessary or desirable to comply with Sections 3.04 or 3.05 as determined by the Manager or (for any consideration or no considerationB) a Transfer by Inland or Cordish of all a Member to the Corporation or any part of its LLC Interest to any 80% Owned Affiliate of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member)Subsidiaries, or (ii) a Transfer to any other an Affiliate of such Member. B. A permitted transferee ; (iii) Permitted Upstream Transfers; (iv) a Transfer by a Member that is a natural person (or that is an estate-planning Person controlled by a natural person) for estate-planning purposes of such Member to an Estate Planning Vehicle of such Member or (v) in the case of each of a Brookwood Related Party, a Permitted Pledge; provided, however, that (x) the restrictions contained in this Agreement shall continue to apply to Units after any Permitted Transfer of such Units, (y) in the case of the foregoing clause (ii), the Permitted Transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this Agreement, and prior to such Transfer the transferor shall deliver a written notice to the Company and the Members, which notice shall disclose in reasonable detail the identity of the proposed Permitted Transferee and (z) in the case of clause (v), in the event that the lender to whom the applicable Common Units have been pledged forecloses on such Common Units, such Common Units shall automatically be exchanged for Class A Common Stock, and any shares of Class B Common Stock (together with any Corresponding Rights) corresponding to such Common Units shall be canceled and retired, in each case, with the provisions of Article XI applying to such Transfer mutatis mutandis (applied for this purpose as if the Corporation had delivered an Election Notice that specified a Share Settlement with respect to such Redemption, and with the applicable Redemption Date occurring on the date of such foreclosure) such that, for the avoidance of doubt, the applicable lender shall never take ownership of such Common Units or shares of Class B Common Stock (and shall not become a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires hereunder), and instead shall take ownership of the LLC Interest applicable shares of Class A Common Stock upon such foreclosure. In the case of a Permitted Transfer of any Common Units by any Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest that is authorized to a permitted transferee (other than the other Member) hold Class B Common Stock in accordance with the provisions Corporation’s certificate of this Agreement shall nevertheless remain incorporation to a Member of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member Permitted Transferee in accordance with this Section 8.2.C. Upon 10.02, such Member (or any permitted assignment subsequent Permitted Transferee of an LLC Interest pursuant such Member) shall also transfer a number of shares of Class B Common Stock equal to the number of Common Units that were transferred by such Member (or subsequent Permitted Transferee) in the transaction to such Permitted Transferee. All Permitted Transfers are subject to the additional limitations set forth in Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer10.07(b). C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of this Agreement by executing and delivering a counterpart signature page hereto; and (iv) the transfer would not materially and adversely affect the treatment of the Company for tax purposes under the Code or the tax laws of any state in which the Company does business.

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 (a) Neither the Equity Participant nor any permitted transferee of the Equity Participant shall not apply Transfer all or any of the Shares to any Person except in accordance with Sections 3 and 4 hereof. Notwithstanding anything to the contrary contained herein (other than Section 3 hereof), the Equity Participant (and any permitted transferee of the Equity Participant) may Transfer all or any portion of his Shares: (i) Transfer (for any consideration if the stockholder is a limited partnership or no consideration) by Inland or Cordish of all or any part of its LLC Interest a trust, to any 80% Owned Affiliate member of the transferor Member Group of which the Equity Participant (provided that counsel to the non-Transferring Member reasonably determines or such permitted transferee) is a member, provided, that such Transfer would not have any adverse tax effect (directly or indirectly) on transferee shall agree in writing with the non-Transferring Member)Corporation, or prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement; (ii) Transfer if the stockholder is a corporation or a limited liability company, to any other Member. B. A permitted member of its Group; provided, that such transferee of a Member pursuant shall agree in writing with the Corporation, prior to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company and as a Member and shall have only the rights of an assignee condition precedent to such Transfer, to be bound by all of the transferor Member's LLC Interestprovisions of this (iii) if the stockholder is an individual, except upon compliance to any member of the Family of such stockholder, provided, that such new transferee shall agree in writing with the terms of Section 8.2.C. A Member who assigns Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions of this Agreement and, provided, further, that the interests in any Family trusts shall nevertheless remain a Member of the Company subject to all the duties be nontransferable; and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, (iv) if the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No is a permitted transferee of the whole Equity Participant by will or a portion the laws of a Member's LLC Interest descent and distribution, provided that each such new transferee shall have the right to become a substituted Member in place of its transferor unless and until be bound by all of the following conditions are satisfied:provisions of this Agreement to the same extent as if such transferee was a party hereto. (ib) If requested in writing by the transferor managing underwriters, if any, of any Initial Public Offering, the Equity Participant agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Initial Public Offering within thirty (30) days before or one hundred and transferee have executed and acknowledged such instruments as eighty (180) days after the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument effective date of transfer has been the registration statement filed with the Company setting forth the intention of the transferor respect to said offering; provided, however, that the this restriction will not apply to transfers permitted under Section 6.1 (a) provided such transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of restriction contained in this Agreement by executing and delivering a counterpart signature page hereto; and (iv) the transfer would not materially and adversely affect the treatment of the Company for tax purposes under the Code or the tax laws of any state in which the Company does businessSection 6.1(b).

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 shall not apply to any (i) Transfer (for any consideration or no consideration) by Inland or Cordish of all or any part of its LLC Interest to any 80% Owned Affiliate None of the transferor Member (provided that counsel restrictions contained in this Agreement with respect to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly transfers of Common Stock or indirectly) on the non-Transferring Member), or (ii) Transfer to any other Member. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee Warrants (other than the other Memberthose set forth in this Section 2(b) in accordance with the provisions of this Agreement and Section 2(c)) shall nevertheless remain a Member of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfiedapply: (i) to any transfer (including any gift) by any Shareholder who is an individual to: (A) such Shareholder's spouse or children (collectively, "relatives"); (B) a trust of which there are no beneficiaries other than one or more of such Shareholder and the transferor relatives of such Shareholder; (C) a partnership of which there are no partners other than one or more of such Shareholder and transferee have executed the relatives of such Shareholder; (D) a corporation of which there are no Shareholders other than one or more of such Shareholder and acknowledged the relatives of such instruments as Shareholder; (E) a legal representative or guardian of such Shareholder or a relative of such Shareholder if such Shareholder or relative becomes mentally incompetent; or (F) any Person by will or by the other Members may reasonably deem necessary or desirable to effect such Transferlaws of descent; (ii) a duly executed and acknowledged written instrument of to any transfer has been filed with the Company setting forth the intention by any Shareholder that is not an individual to any Affiliate thereof, as such term is defined in Rule 12b-2 of the transferor that Exchange Act, or (other than JFLEI or an Affiliate of JFLEI) to any Qualified Institutional Buyer, as such term is defined in Rule 144A of the transferee become a substituted Member in its placeSecurities Act of 1933, as amended (the "Securities Act"); (iii) to any transfer by any Shareholder that is a partnership (other than JFLEI or an Affiliate of JFLEI) to the transferee accepts and agrees general and/or limited partners of such Partnership as of the date hereof; PROVIDED that such transfer is made PRO RATA according to be bound the economic interests of such partners thereof as determined under the governing instructions of such partnership; (iv) to any transfer by all a Selling Shareholder (as hereinafter defined) made in accordance with the applicable provisions of this Agreement Section 3 and, unless such transfer is to an Offeree Shareholder (as hereinafter defined), the applicable provisions of Section 4; (v) to any transfer by executing and delivering a counterpart signature page heretoTag-Along Shareholder (as hereinafter defined) pursuant to the Tag-Along Right (as hereinafter defined); and (ivvi) to any transfer by a Drag-Along Shareholder (as hereinafter defined) made pursuant to the Drag-Along Right (as hereinafter defined); and (vii) to any transfer would not materially and adversely affect the treatment of the Company by a Shareholder for tax purposes cash in a bona fide public offering (a "Registered Offering") pursuant to an effective registration statement under the Code or the tax laws Securities Act of any state 1933. Transfers made pursuant to this Section 2(b) are referred to herein as "Permitted Transfers" and transferees taking under a Permitted Transfer are referred to herein as "Permitted Transferees." Transferees taking under a Permitted Transfer described in which the Company does businessSections 2(b)(i) through (iii) are referred to herein as "Related Transferees."

Permitted Transfers. A. The Subject to the restrictions on Transfers set forth in this Article X: (a) each Member may Transfer all, but not less than all, of its Membership Interest to a Wholly Owned Affiliate of such Member that is organized under the Laws of any state of the United States of America (an “Affiliate Transferee”), subject to Section 8.1 shall not apply to any 6.03(c); provided, however, that (i) Transfer such Transferor shall remain responsible for the obligations and commitments owed to the Company, with respect to such Membership Interest, on or before the date of such Transfer, (for any consideration or no considerationii) by Inland or Cordish of all if the Parent or any part other Affiliate of such Transferor has provided a Guarantee to the Company in respect of any of such Transferor’s agreements, covenants or other obligations owed to the Company or the Members, such Guarantee shall remain in full force and effect and such Parent or other Affiliate shall remain responsible for the agreements, covenants or other obligations of such Transferor and such Affiliate Transferee owed to the Company or the Members thereunder, and (iii) such Transfer shall not subject the Company to, and shall not be reasonably likely to subject the Company to, any regulatory or tax obligations (other than immaterial tax reporting obligations) that would not otherwise be applicable to the Company if such Transfer were not to occur. In the event that subsequent to any such Transfer, the Company becomes, or is reasonably likely to become, subject to any such regulatory or tax obligations (other than immaterial tax reporting obligations) as a result of such Transfer or the identity of such Affiliate Transferee, then such Transferor (or such initial Transferor, as applicable) shall cause such Affiliate Transferee to Transfer its Membership Interest back to such Transferor and, pending such Transfer back, all rights of the Affiliate Transferee (and any Manager appointed by such Affiliate Transferee) under this Agreement (but not such Affiliate Transferee’s obligations) shall be immediately suspended; and (b) at any time after the first anniversary of the date hereof, each Member may Transfer all, but not less than all, of its LLC Membership Interest to any 80% Owned Affiliate of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member), or (ii) Transfer to any other Member. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions of this Agreement shall nevertheless remain a Member of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member Third Party in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to 10.01, Section 8.210.03, the transferor Section 10.05 and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transferSection 10.06. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of this Agreement by executing and delivering a counterpart signature page hereto; and (iv) the transfer would not materially and adversely affect the treatment of the Company for tax purposes under the Code or the tax laws of any state in which the Company does business.

Permitted Transfers. A. The restrictions on Transfers under transfer provided in Section 8.1 2.2(a) shall not apply be applicable to any (i) Transfer (for any consideration or no consideration) by Inland or Cordish of transfer in compliance with federal and all or any part of its LLC Interest applicable state securities laws to any 80% Owned an Affiliate of the transferor Member holder of Restricted Securities, from an Affiliate of such holder to such holder or between Affiliates of such holder (provided that counsel if any such Affiliate to whom shares of Restricted Securities have been transferred by a holder thereof ceases to be an Affiliate of such holder of Restricted Securities, such Restricted Securities shall immediately be transferred back to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Membertransferor thereof), or (ii) Transfer any transfer upon the death of any holder of Restricted Securities to such holder's executors, administrators or testamentary trustees or (iii) any other Member. B. A permitted transferee transfer to a trust the beneficiaries of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have which include only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions of this Agreement shall nevertheless remain a Member of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee holder of such LLC Interest is admitted Restricted Securities or such holder's spouse, parents, siblings or descendants (any transferee referred to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; ), (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; or (iii) above being referred to herein as a "Permitted Transferee"); PROVIDED that no such transfer shall be made to any Permitted Transferee unless such Permitted Transferee shall have agreed in writing that such Permitted Transferee, as a Stockholder or Warrantholder (as the transferee accepts case may be), and agrees to the shares of Common Stock or Warrants it acquires shall be bound by and be entitled to the benefits of all the provisions of this Agreement by executing applicable to Common Stock or Warrants (as the case may be), and delivering a counterpart signature page hereto; and (iv) the transfer would not materially and adversely affect the treatment of the Company for tax purposes under the Code or the tax laws of any state in which the Company does businessupon such agreement such Permitted Transferee shall be entitled to such benefits.

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 shall not apply Notwithstanding anything to the contrary contained in this Investor Rights Agreement, during the Lock-Up Period, the Special Holders and the CCH Independent Directors may Transfer, without the consent of PubCo, any of such Person’s Lock-Up Shares to (i) any of such Person’s Permitted Transferees, upon written notice to PubCo and, in the case of such a Transfer by the Sponsor (for any consideration or no considerationincluding a Founder Holder) by Inland or Cordish of all or any part CCH Independent Director, the Seller Representative, and in the case of such a Transfer by a Seller or its LLC Interest to any 80% Owned Affiliate of Permitted Transferees, the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member), Sponsor Representative or (ii) (a) a charitable organization, upon written notice to PubCo and, in the case of such a Transfer by the Sponsor (including a Founder Holder) or any CCH Independent Director, the Seller Representative, and in the case of such a Transfer by a Seller or its Permitted Transferees, the Sponsor Representative; (b) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (c) in the case of an individual, pursuant to a qualified domestic relations order; or (d) pursuant to any liquidation, merger, stock exchange or other Member. B. A permitted transferee similar transaction which results in all of a Member PubCo’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Business Combination; provided, that in connection with any Transfer of such Lock-Up Shares pursuant to clause (ii) above, (x) the restrictions and obligations contained in Section 8.1.A or 8.2.A hereof that acquires 4.1 and this Section 4.2 will continue to apply to such Lock-Up Shares after any Transfer of such Lock-Up Shares, and (y) the LLC Interest Transferee of a Member shall not be recognized by the Company as a Member and such Lock-Up Shares shall have only no rights under this Investor Rights Agreement, unless, for the rights avoidance of an assignee of the transferor Member's LLC Interestdoubt, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to such Transferee is a permitted transferee (other than the other Member) Permitted Transferee in accordance with the provisions this Investor Rights Agreement. Any Transferee of this Agreement shall nevertheless remain Lock-Up Shares who is a Member Permitted Transferee of the Company subject Transferor pursuant to all this Section 4.2 shall be required, at the duties time of and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant condition to Section 8.2such Transfer, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of party to this Investor Rights Agreement, the following conditions are satisfied: Standstill Agreement (ias defined below) and, if applicable, the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of this Agreement Sponsor Side Letter by executing and delivering a counterpart signature page hereto; joinder in the form attached to this Investor Rights Agreement as Exhibit A, whereupon such Transferee will be treated as a Party (with the same rights and obligations as the Transferor) for all purposes of this Investor Rights Agreement, the Standstill Agreement and (iv) , if applicable, the transfer would not materially and adversely affect the treatment of the Company for tax purposes under the Code or the tax laws of any state in which the Company does businessSponsor Side Letter.

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 (a) Nothing contained in Article 5 shall not apply to any (i) Transfer (for any consideration or no consideration) by Inland or Cordish of all or any part of its LLC Interest to any 80% Owned Affiliate of the transferor Member (provided Equity Securities that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member), or (ii) Transfer to any other Member. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions of this Agreement shall nevertheless remain a Member of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfiedis: (i) the transferor and transferee have executed and acknowledged a Transfer of Equity Securities held by a Promoter (or his Immediate Family Members) to a Person who is his Immediate Family Member and/or to a family trust settled by a Promoter ("Permitted Transferee"), provided that such instruments as the other Members may reasonably deem necessary or desirable Permitted Transferee shall be required to effect execute a Deed of Adherence, simultaneously upon such Transfer;Transfer of Equity Securities; and (ii) a duly executed and acknowledged written instrument of transfer has been filed such Permitted Transferees shall be permitted to hold such Equity Securities in accordance with the Company setting forth the intention Part B of the transferor Articles, till such time it remains a relative or family trust of such Promoter. All the Equity Securities held by the Promoters and their Permitted Transferees from time to time, shall be treated as a single block and the Promoters and the Permitted Transferee shall be entitled to all of the rights of the 'Promoter' under Part B of the Articles, as a single block. Provided further that, the Permitted Transferee shall not be bound by any obligations of the Promoter contained in Part B of the Articles except for transfer restrictions as set out in Article 5 and the obligation to ensure that he/she shall exercise the transferee become a substituted Member voting rights attached to his/her Equity Securities in its place;accordance with Part B of the Articles. (iii) a transfer of Equity Securities by a Shareholder of the transferee accepts and agrees Company through an offer for sale as part of an IPO undertaken in terms of Clause 6 of these Articles, subject to be bound by all Article 5.1(a) of the provisions of this Agreement by executing and delivering a counterpart signature page hereto; andArticles. (iv) a transfer of Equity Securities held by the transfer would not materially and adversely affect the treatment Promoters as part of a pre-IPO secondary sale prior to filing of the red ▇▇▇▇▇▇▇ prospectus with the jurisdictional Registrar of Companies in respect of an IPO, with prior intimation to the Investor, subject to Article 5.1(a) of the Articles. (b) Provided further that nothing herein shall apply to transmission of Equity Securities to legal heirs or successors of the Promoters and such legal heirs or successors shall not be bound by any obligations as may be applicable to the relevant Promoter whose legal heir or successors they may be. It is clarified that such legal heirs or successors shall however (a) be bound by transfer restrictions as set out in this Article 5, (b) ensure that they exercise the voting rights attached to their Equity Securities to give effect to the terms of Part B of the Articles and (c) be designated as a ‘promoter’, if required, to consummate an IPO/Qualified IPO under Article 6, if required under applicable Law. (c) Any agreement or arrangement to Transfer any Equity Securities other than in the manner set out in Article 5 shall be null and void. The Company shall not record any such Transfer or agreement or arrangement to Transfer on its books and shall not recognize or register any equitable or other claim to, or any interest in, such Equity Securities which have been Transferred in any manner other than as permitted under Article 5 and all such Transfers shall be deemed to be a breach of Part B of these Articles. (d) Notwithstanding the Transfer of Equity Securities by the Promoters to Permitted Transferees in accordance with Article 5, the Promoters shall, at all times, continue to be responsible for tax purposes ensuring that all obligations of the ‘Promoter’ under the Code or the tax laws Part B of any state in which the Company does businessthese Articles are duly complied with.

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 (a) Neither the Equity Participant nor any permitted transferee of the Equity Participant shall not apply Transfer all or any of the Shares to any Person except in accordance with Sections 5 and 6 hereof. Notwithstanding anything to the contrary contained herein (other than Section 3 hereof), the Equity Participant (and any permitted transferee of the Equity Participant) may Transfer all or any portion of his Shares: (i) Transfer (for any consideration if the stockholder is a limited partnership or no consideration) by Inland or Cordish of all or any part of its LLC Interest a trust, to any 80% Owned Affiliate member of the transferor Member Group of which the Equity Participant (provided that counsel to the non-Transferring Member reasonably determines or such permitted transferee) is a member; provided, that such Transfer would not have any adverse tax effect (directly or indirectly) on transferee shall agree in writing with the non-Transferring Member)Corporation, or prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement; (ii) Transfer if the stockholder is a corporation or a limited liability company, to any other Member. B. A permitted member of its Group; provided, that such transferee of a Member pursuant shall agree in writing with the Corporation, prior to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company and as a Member and shall have only the rights of an assignee condition precedent to such Transfer, to be bound by all of the transferor Member's LLC Interestprovisions of this Agreement; (iii) if the stockholder is an individual, except upon compliance to any member of the Family of such stockholder; provided, that such new transferee shall agree in writing with the terms of Section 8.2.C. A Member who assigns Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions of this Agreement and, provided, further, that the interests in any Family trusts shall nevertheless remain a Member of the Company subject to all the duties be non-transferable; and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, (iv) if the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No is a permitted transferee of the whole Equity Participant by will or a portion the laws of a Member's LLC Interest descent and distribution; provided that each such new transferee shall have the right to become a substituted Member in place of its transferor unless and until be bound by all of the following conditions are satisfied:provisions of this Agreement to the same extent as if such transferee was a party hereto. (ib) If requested in writing by the transferor managing underwriters, if any, of any Initial Public Offering, the Equity Participant agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Initial Public Offering within thirty (30) days before or one hundred and transferee have executed and acknowledged such instruments as eighty (180) days after the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument effective date of transfer has been the registration statement filed with the Company setting forth the intention of the transferor respect to said offering; provided, however, that the this restriction will not apply to transfers permitted under Section 6.1(a) provided such transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of restriction contained in this Agreement by executing and delivering a counterpart signature page hereto; and (iv) the transfer would not materially and adversely affect the treatment of the Company for tax purposes under the Code or the tax laws of any state in which the Company does businessSection 6.1(b).

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 Notwithstanding anything herein to the contrary, the provisions of Sections 3.3 and 3.4 shall not apply to any (i) Transfer (for any consideration or no consideration) by Inland or Cordish of all or any part of its LLC Interest to any 80% Owned Affiliate of the transferor Member Transfers listed below (provided that counsel to the non-Transferring Member reasonably determines that each such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Membertransferee, a “Permitted Transferee”), or (ii) Transfer to any other Member. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires provided that, in each case the LLC Interest of a Member shall not be recognized by the Company as a Member and Transferee shall have only entered into a Joinder Agreement in substantially the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. form attached hereto as Exhibit A Member who assigns providing that all of its LLC Interest Shares so Transferred shall continue to a permitted transferee (other than the other Member) in accordance with the be subject to all provisions of this Agreement as if such Shares were still held by such Restricted Stockholder, except that (i) in the case of any Permitted Transferee of Tufts, such Permitted Transferee shall nevertheless remain a Member be subject only to those provisions of this Agreement applicable to shares of Common Stock held by Tufts as of the Company date of this Agreement, (ii) in the case of any Permitted Transferee of STRATEC, such Permitted Transferee shall be subject only to all the duties and obligations imposed on it under those provisions of this Agreement until such time applicable to STRATEC as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument date of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest this Agreement, and (iii) no further Transfer shall have the right to become a substituted Member thereafter be permitted hereunder except in place of its transferor unless compliance with Sections 3.3 and until all of the following conditions are satisfied3.4: (ia) Transfers by any Restricted Stockholder to the transferor and transferee have executed and acknowledged spouse, children or siblings of such instruments as Restricted Stockholder or to a trust or family limited partnership for the other Members may reasonably deem necessary or desirable to effect such Transferbenefit of any of them; (iib) Transfers upon the death of any Restricted Stockholder to such Restricted Stockholder’s heirs, executors or administrators or to a duly executed trust under such Restricted Stockholder’s will, or Transfers between such Restricted Stockholder and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its placesuch Restricted Stockholder’s guardian or conservator; (iiic) Transfers by Tufts to one if its Affiliates or to an employee of Tufts pursuant to the transferee accepts existing policies and agrees procedures of Tufts; and (d) Transfers by STRATEC to one of its Affiliates. For the avoidance of doubt, transfers by Investors that are not Founders shall not be bound by all subject to the provisions of Section 3.3 and 3.4. Notwithstanding the foregoing, no party hereto shall avoid the provisions of this Agreement by executing (i) making one or more Transfers to one or more Permitted Transferees and delivering a counterpart signature page hereto; and then disposing of all or any portion of such party’s interest in any such Permitted Transferee or (ivii) by Transferring the transfer would not materially and adversely affect the treatment of the Company for tax purposes under the Code or the tax laws securities of any state entity holding Shares directly or indirectly. Notwithstanding anything to the contrary in which this Agreement or any failure by a Transferee under this Section 3.2 to execute a Joinder Agreement, such Transferee shall take any Shares so Transferred subject to all provisions of this Agreement as if such Shares were still held by the Company does businessRestricted Stockholder making such Transfer, whether or not they so agree in writing.

Permitted Transfers. A. The restrictions on Transfers Notwithstanding anything to the contrary contained in this Agreement, but subject to Sections 2.1, 2.3 and 2.4, and only if permitted under Section 8.1 shall not apply all applicable Requirements of Law, at any time, (a) each of the Shareholders who is an individual may transfer all or a portion of his or its Restricted Shares to any or among (i) Transfer a member of such Shareholder's immediate family, which shall be his spouse, siblings, children or grandchildren (for any consideration or no consideration"FAMILY MEMBERS") by Inland or Cordish of all or any part of its LLC Interest to any 80% Owned Affiliate of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member), or (ii) Transfer a trust, corporation, partnership or limited liability company, all of the beneficial interests in which shall be held by such Shareholder or one or more Family Members of such Shareholder; PROVIDED, HOWEVER, that during the period that any such trust, corporation, partnership or limited liability company holds any right, title or interest in any Restricted Shares, no person other than such Shareholder or one or more Family Members of such Shareholder may be or may become beneficiaries, shareholders, limited or general partners or members thereof, (b) (i) each of the Shareholders who are corporations may transfer all or a portion of its Restricted Shares to any other Member. B. A permitted transferee of its Affiliates and (ii) a Member pursuant SAIF Shareholder may transfer its Restricted Shares to Section 8.1.A the SAIF Fund, the limited partners or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee general partner of the transferor Member's LLC Interest, except upon compliance with the terms SAIF Fund or any Affiliate of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee any such partner (other than the other Memberc) in accordance with the provisions of this Agreement shall nevertheless remain a Member of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted each Shareholder may transfer Restricted Shares to the Company as a substitute Member Depositary Bank in accordance with Section 8.2.C. Upon any permitted assignment 6.1 to be held in the Depositary Bank in accordance with Section 6.1 and the Depositary Bank may transfer Shares to the Shareholder on whose behalf the Depositary Bank is holding such Restricted Shares, and (d) Venture Tech may transfer shares to such other persons who are affiliated with VentureTech to which SAIF may consent in writing (and the persons referred to in the preceding clauses (a), (b), (c) and (d) are each referred to hereinafter as a "PERMITTED TRANSFEREE"). A Permitted Transferee of an LLC Interest Restricted Shares pursuant to this Section 8.2, 2.2 may transfer its Restricted Shares pursuant to this Section 2.2 only to the transferor and transferee Shareholder or to a person that is a Permitted Transferee of such transferor Shareholder. No Shareholder shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all avoid the provisions of this Agreement by executing making one or more transfers to one or more Permitted Transferees and delivering then disposing of all or any portion of such party's interest in any subsequent transaction to which such person becomes no longer a counterpart signature page hereto; and (iv) the transfer would not materially Permitted Transferee. Subject to and adversely affect the treatment in compliance with applicable Requirements of Law, each of the Company for tax purposes under the Code or the tax laws of any state in which Shareholders and the Company does businessshall use its reasonable best efforts to ensure that any transfer or attempted transfer in violation of this covenant shall be null and void AB INITIO.

Permitted Transfers. A. The restrictions on Transfers Precision hereby agrees that, until it and any permitted transferees under Section 8.1 shall not apply to any paragraph (id) Transfer or (for any consideration or no considerationf) by Inland or Cordish hereunder have disposed of all or any part of its LLC Interest to any 80% Owned Affiliate of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (Registrable Securities, it will not, directly or indirectly, without the prior written consent of Weatherford, sell, distribute, transfer or otherwise dispose of any shares of Common Shares except: (a) on pro rata distributions of shares of Common Shares by Precision to its public shareholders either pursuant to a stock dividend or other distribution method, in each case pursuant to the non-Transferring Member)Registration Statement; or (b) sales of Common Shares pursuant to Rule 144 (but not paragraph (k) thereof) under the Securities Act; or (c) sales or transfers of shares of Common Shares to any Person or group of related Persons who would immediately thereafter not own or have the right to acquire or vote Common Shares having in the aggregate more than five percent (5%) of the total combined voting power of all Common Shares then outstanding; or (d) a bona fide pledge of or the granting of a security interest in the shares of Common Shares to an institutional lender for money borrowed, provided that such lender acknowledges in writing that it has received a copy of this Agreement and agrees, upon its becoming the owner of, or obtaining dispositive authority with respect to or in connection with any disposition of, any such shares of Common Shares, to be bound by the provisions of this Agreement in connection with any right it may have to dispose of or vote any such shares of Common Shares (iiand, upon agreeing so to be bound, the provisions of this Agreement shall inure to the benefit of such party); or (e) Transfer sales or transfers of Common Shares pursuant to a tender or exchange offer which the Board of Directors of Weatherford does not oppose within 10 business days after the date of commencement (as such term is defined in Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act) of such offer; or (f) dispositions of shares of Common Shares by Precision to any other Member. B. A permitted wholly owned subsidiary of Precision or to a successor corporation of Precision; provided, however, that in each such case, the transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires shall receive and hold such Common Shares subject to, and the LLC Interest of a Member shall not be recognized by the Company as a Member transferee and shall have only the rights of an assignee all of the transferor Member's LLC Interesttransferees’ Affiliates shall agree to be bound by, except upon compliance with all the terms of Section 8.2.C. A Member who assigns all this Agreement, which terms shall also inure to the benefit of its LLC Interest to a permitted transferee (other than the other Member) such transferees, and there shall be no further transfer of such shares except in accordance with the provisions of this Agreement shall nevertheless remain Section 5.1; or (g) dispositions pursuant to any merger, consolidation, reorganization or recapitalization to which Weatherford is a Member party or in connection with any reclassification of the Company subject Common Shares; or (h) distributions to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest Precision’s shareholders pursuant to Section 8.2, an exemption under the transferor and transferee shall file with Securities Act or pursuant to a distribution of exempted securities (within the Company an executed or authenticated copy meaning of the written instrument of assignment or transferSecurities Act). C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of this Agreement by executing and delivering a counterpart signature page hereto; and (iv) the transfer would not materially and adversely affect the treatment of the Company for tax purposes under the Code or the tax laws of any state in which the Company does business.

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 (a) Neither the Equity Participant nor any permitted transferee of the Equity Participant shall not apply Transfer all or any of the Shares to any Person except in accordance with Sections 3 and 4 hereof. Notwithstanding anything to the contrary contained herein (other than Section 3 hereof), the Equity Participant (and any permitted transferee of the Equity Participant) may Transfer all or any portion of his Shares: (i) Transfer (for any consideration if the stockholder is a limited partnership or no consideration) by Inland or Cordish of all or any part of its LLC Interest a trust, to any 80% Owned Affiliate member of the transferor Member Group of which the Equity Participant (provided that counsel to the non-Transferring Member reasonably determines or such permitted transferee) is a member; provided, that such Transfer would not have any adverse tax effect (directly or indirectly) on transferee shall agree in writing with the non-Transferring Member)Corporation, or prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement; (ii) Transfer if the stockholder is a corporation or a limited liability company, to any other Member. B. A permitted member of its Group; provided, that such transferee of a Member pursuant shall agree in writing with the Corporation, prior to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company and as a Member and shall have only the rights of an assignee condition precedent to such Transfer, to be bound by all of the transferor Member's LLC Interestprovisions of this Agreement; (iii) if the stockholder is an individual, except upon compliance to any member of the Family of such stockholder; provided, that such new transferee shall agree in writing with the terms of Section 8.2.C. A Member who assigns Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions of this Agreement and, provided, further, that the interests in any Family trusts shall nevertheless remain a Member of the Company subject to all the duties be non-transferable; and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, (iv) if the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No is a permitted transferee of the whole Equity Participant by will or a portion the laws of a Member's LLC Interest descent and distribution, provided that each such new transferee shall have the right to become a substituted Member in place of its transferor unless and until be bound by all of the following conditions are satisfied:provisions of this Agreement to the same extent as if such transferee was a party hereto. (ib) If requested in writing by the transferor managing underwriters, if any, of any Initial Public Offering, the Equity Participant agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Initial Public Offering within thirty (30) days before or one hundred and transferee have executed and acknowledged such instruments as eighty (180) days after the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument effective date of transfer has been the registration statement filed with the Company setting forth the intention of the transferor respect to said offering; provided, however, that the this restriction will not apply to transfers permitted under Section 6.1(a) provided such transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of restriction contained in this Agreement by executing and delivering a counterpart signature page hereto; and (iv) the transfer would not materially and adversely affect the treatment of the Company for tax purposes under the Code or the tax laws of any state in which the Company does businessSection 6.1(b).

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 (a) Neither the Equity Participant nor any permitted transferee of the Equity Participant shall not apply Transfer all or any of the Shares to any Person except in accordance with Sections 3 and 4 hereof. Notwithstanding anything to the contrary contained herein (other than Section 3 hereof), the Equity Participant (and any permitted transferee of the Equity Participant) may Transfer all or any portion of his Shares: (i) Transfer (for any consideration if the stockholder is a limited partnership or no consideration) by Inland or Cordish of all or any part of its LLC Interest a trust, to any 80% Owned Affiliate member of the transferor Member Group of which the Equity Participant (provided that counsel to the non-Transferring Member reasonably determines or such permitted transferee) is a member; provided, that such Transfer would not have any adverse tax effect (directly or indirectly) on transferee shall agree in writing with the non-Transferring Member)Corporation, or (ii) Transfer prior to any other Member. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company and as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interestcondition precedent to such Transfer, except upon compliance with the terms of Section 8.2.C. A Member who assigns to be bound by all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions of this Agreement (ii) if the stockholder is a corporation or a limited liability company, to any member of its Group; provided, that such transferee shall nevertheless remain agree in writing with the Corporation, prior to and as a Member condition precedent to such Transfer, to be bound by all of the Company subject provisions of this Agreement; (iii) if the stockholder is an individual, to any member of the Family of such stockholder; provided, that such new transferee shall agree in writing with the Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of the duties and obligations imposed on it under provisions of this Agreement until such time as and, provided, further, that the transferee of such LLC Interest is admitted to the Company as a substitute Member interests in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, Family trusts shall be nontransferable; and (iv) if the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No is a permitted transferee of the whole Equity Participant by will or a portion the laws of a Member's LLC Interest descent and distribution, provided that each such new transferee shall have the right to become a substituted Member in place of its transferor unless and until be bound by all of the following conditions are satisfied:provisions of this Agreement to the same extent as if such transferee was a party hereto. (ib) If requested in writing by the transferor managing underwriters, if any, of any Initial Public Offering, the Equity Participant agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Initial Public Offering within thirty (30) days before or one hundred and transferee have executed and acknowledged such instruments as eighty (180) days after the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument effective date of transfer has been the registration statement filed with the Company setting forth the intention of the transferor respect to said offering; provided, however, that the this restriction will not apply to transfers permitted under Section 6.1(a) provided such transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of restriction contained in this Agreement by executing and delivering a counterpart signature page hereto; and (iv) the transfer would not materially and adversely affect the treatment of the Company for tax purposes under the Code or the tax laws of any state in which the Company does businessSection 6.1(b).

Permitted Transfers. A. The Notwithstanding any other provision of this Agreement, the restrictions on Transfers under set forth in Section 8.1 2 of this Agreement shall not apply to to: (a) Transfers between a Stockholder or any Related Holder thereof and (i) Transfer any Related Holder of such Stockholder, (for any consideration or no considerationii) by Inland or Cordish of all Sponsor or any part person or entity that at the time of its LLC Interest the applicable Transfer is, or immediately prior to any 80% Owned Affiliate prior dissolution of Sponsor was, an officer, manager, or member of Sponsor, (iii) any person that at the time of the transferor Member (provided that counsel applicable Transfer is, or immediately prior to the nonEffective Time was, an officer or director of NGA, (iv) any Related Holder of any of the foregoing, or (v) any entity that is controlled by any combination of any of the foregoing; provided, however, that each such transferee must execute a separate signature page to this Agreement, agreeing to be bound by this Agreement with respect to (and solely with respect to) the Restricted Securities that are so transferred to such transferee; (b) In the case of a Stockholder that is a natural Person, Transfers by virtue of laws of descent and distribution upon death of such Stockholder, and Transfers pursuant to a qualified domestic relations order; provided, however, that each such transferee must execute a separate signature page to this Agreement, agreeing to be bound by this Agreement with respect to (and solely with respect to) the Restricted Securities that are so transferred to such transferee; (c) In the case of a Stockholder that is an entity, Transfers by virtue of the laws of the jurisdiction of an entity’s organization and the entity’s organizational documents upon dissolution of the entity; provided, however, that each such transferee must enter into a written agreement, in substantially the form of this Letter Agreement, agreeing to be bound by the restrictions on Transfer set forth in this Agreement with respect to (and solely with respect to) the Restricted Securities that are transferred by the Securityholder to such transferee; (d) any bona fide hypothecation or pledge of or other grant of a security interest in any Restricted Securities as security for indebtedness, and any Transfer of Restricted Securities as a result of enforcement of rights and remedies thereunder; provided, however, that (i) no public disclosure or filing with respect thereto shall be made during the Lock-Transferring Member reasonably determines up Period except to the extent required by Law, and (ii) if the transferee pursuant to any such arrangement is a person or entity to which such Restricted Securities may be Transferred pursuant to Section 3(a), such Restricted Securities shall remain subject to this Agreement notwithstanding such transfer, and such transferee must execute a separate signature page to this Agreement, agreeing to be bound by this Agreement with respect to (and solely with respect to) the Restricted Securities that are transferred by the Stockholder to such Transfer would not have transferee; (e) any adverse tax effect transfer to or exchange with NGA or the Company of any Restricted Securities to effectuate (directly i) any stock split, reverse stock split, reorganization, recapitalization, reclassification, combination, exchange of shares or indirectly) on other like change (including the non-Transferring MemberMerger), or (ii) Transfer to the exercise or conversion of any options, warrants or other Member. B. A permitted transferee convertible securities; provided, however, that any Company Common Shares or other securities of a Member pursuant to Section 8.1.A NGA or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company (or options, warrants or other securities that are exercisable for or convertible into Company Common Shares or other securities of NGA or the Company) that are acquired as a Member result thereof shall constitute Restricted Securities and shall have only be subject to the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) restrictions on Transfer set forth in accordance with the provisions of this Agreement shall nevertheless remain a Member of to the Company subject to all the duties and obligations imposed on it under this Agreement until such time same extent as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2Restricted Securities so exchanged, the transferor and transferee shall file with the Company an executed exercised or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of this Agreement by executing and delivering a counterpart signature page heretoconverted; and (ivf) transactions necessary to satisfy any U.S. federal, state, or local income tax obligations of a Stockholder (or its direct or indirect owners) resulting from the transfer would not materially and adversely affect the treatment of the Company for tax purposes under the Code or the tax laws of any state in which the Company does businessMerger.

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 shall not apply to any (i) Transfer (for any consideration or no consideration) by Inland or Cordish Each of the Holders hereby agrees that, until it has disposed of all or any part of its LLC Interest to any 80% Owned Affiliate of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (Acquired Shares, it will not, directly or indirectly, without the prior written consent of Motient, sell, distribute, transfer or otherwise dispose (in each case, a “Disposition”) on of any Acquired Shares, except: (a) sales of Acquired Shares pursuant to the non-Transferring Member), Resale Registration Statement; or (b) sales of Acquired Shares pursuant to Rule 144 under the Securities Act; or (c) sales or (ii) Transfer transfers of Acquired Shares to any Person or group of related Persons who would immediately thereafter not own or have the right to acquire or vote with respect to Common Shares consisting of, in the aggregate, more than five percent (5%) (with each Person, other Member. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee than Affiliates of the transferor Member's LLC Interesttransferring Holder, except upon compliance considered individually and not in the aggregate with the other transferees) of the total combined voting power of all Common Shares then outstanding; provided, however, that in each such case, the transferee shall receive and hold such Acquired Shares subject to, and the transferee and all of the transferees’ Affiliates shall agree to be bound by, all the terms of Section 8.2.C. A Member who assigns all this Agreement, which terms shall also inure to the benefit of its LLC Interest to a permitted transferee (other than the other Member) such transferees, and there shall be no further transfer of such Acquired Shares, except in accordance with the provisions of this Agreement shall nevertheless remain Section 5.1; or (d) a Member bona fide pledge of or the Company subject granting of a security interest in the Acquired Shares to all the duties and obligations imposed on an institutional lender for money borrowed, provided that such lender acknowledges in writing that it under has received a copy of this Agreement until and agrees, upon its becoming the owner of, or obtaining dispositive authority with respect to or in connection with any disposition of, any such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2Acquired Shares, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of this Agreement by executing and delivering a counterpart signature page heretoin connection with any right it may have to dispose of any such Acquired Shares (and, upon agreeing so to be bound, the provisions of this Agreement shall inure to the benefit of such party); andor (ive) sales or transfers of Acquired Shares pursuant to a tender or exchange offer; or (f) dispositions of Acquired Shares by any Holder to any wholly owned subsidiary of such Holder or to a successor corporation of such Holder or to an Affiliate of such Holder; provided, however, that in each such case, the transfer would not materially transferee shall receive and adversely affect hold such Acquired Shares subject to, and the treatment transferee and all of the Company for tax purposes transferees’ Affiliates shall agree to be bound by, all the terms of this Agreement, which terms shall also inure to the benefit of such transferees, and there shall be no further transfer of such Acquired Shares, except in accordance with the provisions of this Section 5.1; or (g) dispositions pursuant to any merger, consolidation, reorganization or recapitalization to which Motient is a party or in connection with any reclassification of Common Shares; or (h) dispositions of Acquired Shares to the shareholders of BCE or, if BCE is no longer a public company, the public parent entity that controls BCE; provided, that (i) in the event that any Holder seeks to effect a Disposition of any Acquired Shares pursuant to clauses (b), (c), (f), or (h) of this Section 5.1, such Disposition is made in compliance with applicable securities laws, and (ii) prior to any Disposition pursuant to clause (b), if requested by Motient’s transfer agent (other than with respect to sales of Acquired Shares pursuant to Rule 144(k) under the Code Securities Act), or in any Disposition pursuant to clauses (c) or (f), such Holder shall have delivered to Motient an opinion of counsel stating that such Disposition (A) is permitted by this Agreement and the tax laws BCE Exchange Agreement and (B) does not require registration under the Securities Act. Upon a disposition of Acquired Shares pursuant to Section 5.1(h) to the shareholders of BCE or, if BCE is no longer a public company, the public parent entity that controls BCE , such beneficial owners shall hold the Acquired Shares free of any state in which the Company does businessrestrictions under this Agreement and shall not be required to become parties to this Agreement.

Permitted Transfers. A. The restrictions on Transfers under (a) Notwithstanding anything in this Agreement to the contrary (but subject to Section 8.1 shall not apply 10.5(a)), any Member may Transfer or permit the Transfer of any or all of its Membership Interests to one or more of its Permitted Transferees without the consent of any Person; provided that (i) Transfer (for in the case of any consideration or no consideration) by Inland or Cordish Permitted Transferee that becomes the direct holder of all or any part of its LLC Interest to any 80% Owned Affiliate of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that Units, such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member), or (ii) Transfer to any other Member. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and Permitted Transferee shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) agreed in accordance with the provisions of this Agreement shall nevertheless remain a Member of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees writing to be bound by the terms of this Agreement by executing the Joinder and (ii) in the case of any Permitted Transferee, whether such Permitted Transferee becomes the direct holder of Units or holds a direct or indirect interest in the Person that is the direct holder of Units, if such Permitted Transferee ceases to be a Permitted Transferee of such Member, such Permitted Transferee shall agree (in a manner that is enforceable by the Company) to Transfer its Units back to such Member or one or more of such Member’s Permitted Transferees prior to ceasing to be a Permitted Transferee of such Member; provided that, in the event that the Investor Member Transfers its Units to one or more of its Permitted Transferees prior to the date that the Earnout Transactions occur or can no longer occur, each such Permitted Transferee shall agree to be bound by the obligations of the Investor Member in respect of the Earnout Transactions with respect to a pro rata portion of the Class A Units held by such Permitted Transferee relative to all Class A Units held by the Investor Member and all of its Permitted Transferees. (b) No Member will avoid the provisions of this Agreement by executing either making one or more Transfers to one or more Permitted Transferees and delivering a counterpart signature page hereto; and (iv) then disposing of all or any portion of such party’s interest in any such Permitted Transferee or by Transferring the transfer would not materially and adversely affect the treatment of the Company for tax purposes under the Code or the tax laws Equity Securities of any state in which the Company does businessentity whose primary purpose is to hold (directly or indirectly) Units.

Permitted Transfers. A. The restrictions on Transfers under Subject to full compliance with Section 8.1 7.3, any Member shall be permitted to Transfer its Membership Interest (each such Transfer being a “Permitted Transfer”) as follows: (a) After the Lock-up Period, Morningstar may Transfer all, but not less than all, of its Membership Interest to one or more Affiliate(s) or to a Third Party; provided that such Transfer to a Third Party is approved by the MMC (and for purposes of such approval, Morningstar shall not apply be entitled to vote); and provided further that a Transfer to an Affiliate will not relieve Morningstar of its obligations under this Agreement (and Morningstar may be required to execute appropriate guarantees in respect thereof); (b) at any time, any XTO Party may Transfer all or part of its Membership Interest to one or more of its Affiliate(s) or to a Third Party; provided that such Transfer to a Third Party is approved by the MMC (and for purposes of such approval, the XTO Parties shall not be entitled to vote); and provided further that a Transfer to an Affiliate will not relieve the XTO Party of its obligations under this Agreement (and the XTO Party may be required to execute appropriate guarantees in respect thereof); (c) at any time a security interest in Morningstar’s Membership Interest; provided that the security instruments and/or loan agreements related to such security interest provide that in the event of a default by Morningstar that results in the security interest holder foreclosing on such security interest: (1) XTO Energy has the sole right to nominate the Chairman, CEO, President, CFO and COO and those offices will continue to have all authorities granted under this Agreement; (2) XTO Energy has the sole right to cause the Company to terminate the Operating and Services Agreement; (3) XTO Energy has the sole right to cause the Company to enter into an operating and services agreement with another party (including XTO Energy) chosen by XTO Energy; (4) any other operational control that Morningstar or its Affiliates have in the Company will be transferred to XTO Energy; and (5) XTO Energy has the unilateral right, but not the obligation, to pay off the security interest holder in exchange for a conveyance of Morningstar’ s Membership Interest; or (d) at any time, a direct or indirect transfer of an equity interest in Morningstar to: (i) Transfer (for any consideration or no consideration) by Inland or Cordish of all or any part of its LLC Interest to any 80% Owned Affiliate of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member), a Permitted Transferee; or (ii) Transfer to any other Membera Person where such transfer does not result in a Morningstar Change of Control. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions of this Agreement shall nevertheless remain a Member of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of this Agreement by executing and delivering a counterpart signature page hereto; and (iv) the transfer would not materially and adversely affect the treatment of the Company for tax purposes under the Code or the tax laws of any state in which the Company does business.

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 shall not apply to any (i) Transfer (for any consideration or no consideration) by Inland or Cordish of all or any part of its LLC Interest to any 80% Owned Affiliate of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member), or (ii) Transfer to any other Member. B. A permitted transferee Unless a transfer of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Partnership Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions of this Agreement shall nevertheless remain a Member of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all meets each of the following conditions are satisfiedit may not be made without the consent of the General Partner: (i) Such transfer is made (A) in the transferor case of a Limited Partner who is an individual, to a member of his Immediate Family, any trust formed for the benefit of himself and/or members of his Immediate Family, or any partnership, limited liability company, joint venture, corporation or other business entity comprised only of himself and/or members of his Immediate Family and transferee have executed and acknowledged entities the ownership interests in which are owned by or for the benefit of himself and/or members of his Immediate Family; (B) in the case of a Limited Partner which is a trust, to the beneficiaries of such instruments trust; (C) in the case of a Limited Partner which is a partnership, limited liability company, joint venture, corporation or other business entity to which Partnership Interests were transferred pursuant to clause (A) above, to its partners, owners or stockholders, as the other Members case may reasonably deem necessary be, who are members of the Immediate Family of or desirable are actually the Person(s) who transferred Partnership Units to effect it pursuant to clause (A) above; and (D) pursuant to applicable laws of descent or distribution; provided that any such Transfer;transferee (as described in clauses (A) through (D)) is a Qualified Transferee. (ii) a duly executed and acknowledged written instrument The transferee assumes by operation of transfer has been filed with law or express agreement all of the Company setting forth the intention obligations of the transferor that Limited Partner under this Agreement with respect to such transferred Partnership Interest and no such transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferee become transferor Limited Partner are assumed by a substituted Member successor corporation by operation of law) shall relieve the transferor Partner of its obligations under this Agreement without the approval of the General Partner, in its place;sole and absolute discretion. Notwithstanding the foregoing, any transferee of any transferred Partnership Interest shall be subject to any and all Ownership Limits, which may limit or restrict such transferee’s ability to exercise its Redemption Right. Any transferee, whether or not admitted as a Substituted Limited Partner, shall take subject to the obligations of the transferor hereunder. Unless admitted as a Substituted Limited Partner, no transferee, whether by voluntary transfer, by operation of law or otherwise, shall have any rights hereunder, other than the rights of an Assignee as provided in Section 11.5. (iii) the The number of Partnership Units transferred to any such transferee accepts and agrees to be bound by is not less than all the provisions of this Agreement by executing and delivering a counterpart signature page hereto; and (iv) the transfer would not materially and adversely affect the treatment of the Company for tax purposes under remaining Partnership Units held by the Code or the tax laws transferor Limited Partner, unless such Partnership Units were acquired through a conversion of any state LTIP Units, in which case the Company does businesstransferor may transfer less than all of the remaining Partnership Units held by such transferor.

Permitted Transfers. A. The restrictions on Transfers Notwithstanding anything in this Agreement to the contrary: (a) Each Restricted Member may Transfer all (but not less than all) of the Membership Units owned by it and its rights under Section 8.1 shall not apply to this Agreement under any of the following circumstances: (i) Each Restricted Member may Transfer all (for any consideration or no considerationbut not less than all) of the Membership Units owned by Inland or Cordish of all or any part of it together with its LLC Interest rights under this Agreement to any 80% Owned transferee which is an Affiliate of the transferor transferring Member provided that no Restricted Transferee owns an interest in such transferee. (ii) Each Restricted Member (provided that counsel to or any permitted transferee under clause (a) above) may Transfer all (but not less than all) of the non-Transferring Member reasonably determines that Membership Units owned by it together with its rights under this Agreement if such Transfer would not have any adverse tax effect is part of the Transfer (directly i) by BAG and its Affiliates of all (or indirectlysubstantially all) on of the non-Transferring Member)publishing business in the United States, operated by BAG and its Affiliates, or (ii) Transfer to any other Memberby BN and its Affiliates, of all (or substantially all) of its retail book store business. B. A (iii) In the event of any such Transfer, a transferee (or subsequent transferee) shall be entitled to the rights and privileges set forth in this Agreement and shall be bound and obligated by the provisions of this Agreement. As a condition to such Transfer permitted transferee of a Member pursuant to this Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not 7.2(a), each transferee shall, prior to such transfer, agree in writing to be recognized bound by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions of this Agreement and no such transferee shall nevertheless remain a be permitted to make any Transfer which the original transferor was not permitted to make. In connection with any Transfer pursuant to this Section 7.2(a), the transferee shall execute and deliver to the non-transferring Members and the Company such documents as may reasonably be requested by the non-transferring Members or the Company to evidence the same. (b) Each Restricted Member may Transfer some or all of the Company subject to all the duties and obligations imposed on Membership Units owned by it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute other Restricted Member. (c) Any Restricted Member may Transfer some or all of the Membership Units owned by it to the Public Corp. in exchange for Class A Common Stock in accordance with Section 8.2.C. Upon any permitted assignment the Certificate of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transferIncorporation. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of this Agreement by executing and delivering a counterpart signature page hereto; and (iv) the transfer would not materially and adversely affect the treatment of the Company for tax purposes under the Code or the tax laws of any state in which the Company does business.

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 shall not apply to (a) A General Partner may Transfer all or any portion of its General Partner Interest in the Partnership as a General Partner: (i) Transfer (for at any consideration or no consideration) by Inland or Cordish of all or any part of its LLC Interest time to any 80% Owned Affiliate of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member), or other General Partner: (ii) Transfer at any time to any other Member. B. A permitted transferee Person who is such General Partner’s Affiliate; (iii) at any time involuntary by operation of a Member pursuant law; or (iv) to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized any Person who is approved by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions of this Agreement shall nevertheless remain a Member of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following other Partners (if any) and a majority in interest of the Limited Partners, provided that no such Transfer shall be permitted unless and until: (A) all of the conditions set forth in Section 8.3 hereof are satisfied: satisfied as if the Partnership Interest being Transferred were a Limited Partner Interest and (iB) the transferor and transferee have executed provide the Partnership with an opinion of counsel, which opinion and acknowledged such instruments as counsel shall be acceptable to the other Members may reasonably deem necessary General Partners (or, if none, to a majority in interest of the Limited Partners) to the effect that such Transfer will not cause the Partnership to terminate for federal income tax purposes, or desirable to fail to meet any condition precedent, then in effect pursuant to an official pronouncement of the Internal Revenue Service, to the issuance of a private letter ruling by the Internal Revenue Service confirming that the Partnership will be treated as a “partnership” for federal tax purposes, whether or not such a ruling is being or has been requested. (b) A transferee of a General Partnership Interest from a General Partner pursuant to Section 9.3(a) shall be admitted as a General Partner with respect to such Interest if, but only if: (i) at the time of such Transfer; , such transferee is otherwise a General Partner; or (ii) the admission of such transferee as a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention General Partner is approved by all of the transferor that General Partners (if any) and a majority in interest of the transferee become a substituted Member in its place;Limited Partners. (iiic) A transferee who acquires a General Partnership Interest from a General Partner hereunder by means of a Transfer that is permitted under Section 9.3 (a), but who is not admitted as a General Partner pursuant to Section 9.3(b) hereof, shall have no authority to act for or bind the transferee accepts and agrees Partnership, to inspect the Partnership’s books, or otherwise to be bound by all treated as a General Partner, but such transferee shall be treated as a Person who acquired an Interest in the provisions of this Agreement by executing and delivering Partnership in a counterpart signature page hereto; and (iv) the transfer would not materially and adversely affect the treatment of the Company for tax purposes Permitted Transfer under the Code or the tax laws of any state in which the Company does businessArticle VIII hereof.

Permitted Transfers. A. The restrictions on Transfers under contained in this Section 8.1 4 shall not apply with respect to any Transfer of Stockholder Shares by any Stockholder (i) Transfer in the case of an individual Stockholder, (for 1) pursuant to applicable laws of descent and distribution or among such Stockholder's Family Group, (2) with respect to shares held by Rich▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇ Kurt ▇▇▇▇▇▇▇▇, ▇▇ep▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇ Mich▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇ each case, so long as such individuals are employees of the Company and its Subsidiaries, (3) with respect to Co-Invest Shares held by any consideration or no consideration) by Inland or Cordish of all or any part of its LLC Interest Executive, so long as such Executive has good and valid reason to transfer such Co-Invest Shares, to any 80% Owned Affiliate other Executive upon receipt of the transferor Member (provided that counsel to prior written consent of the non-Transferring Member reasonably determines that such Transfer would Board, which consent shall not have any adverse tax effect (directly or indirectly) on the non-Transferring Member)be unreasonably withheld, or (ii) Transfer in the case of a holder of the BRS Shares and its Permitted Transferees, (A) among its Affiliates and partners, (B) to any other Member. B. A permitted transferee employee, prospective employee, director or prospective director of a Member pursuant to Section 8.1.A the Company or 8.2.A hereof that acquires the LLC Interest any Subsidiary of a Member shall not be recognized by the Company as a Member incentive compensation, (C) to any BRS Investor or any employee or director (whether current, former or prospective) of BRS or any Affiliate of BRS or (D) to BRS; provided, in each case contemplated by this clause (ii), that the rights and restrictions contained in this Section 4 shall continue to be applicable to such Stockholder Shares after any such Transfer as if such Stockholder Shares were held by the transferor; and provided further, that (x) the transferees of such Stockholder Shares shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest agreed in writing to a permitted transferee (other than the other Member) in accordance with be bound by the provisions of this Agreement shall nevertheless remain which affect the Stockholder Shares so transferred by executing a Member joinder in substantially the form attached hereto as Exhibit A and (y) with respect to any transferee of Executive Shares, a joinder to the Company subject to all the duties and obligations imposed on it applicable Management Stock Agreement. All transferees permitted under this Agreement until such time Section 4(c) are collectively referred to herein as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer"Permitted Transferees. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of this Agreement by executing and delivering a counterpart signature page hereto; and (iv) the transfer would not materially and adversely affect the treatment of the Company for tax purposes under the Code or the tax laws of any state in which the Company does business."

Permitted Transfers. A. (a) No Holder shall be permitted to Transfer any Shares held or Beneficially Owned to any other Person, other than: (i) A Transfer with the prior written consent of the other Holders; (ii) A Transfer, pursuant to which the proposed price per Share exceeds three (3) times the amount per Share originally paid by TPG pursuant to the terms of the Stock Purchase Agreement (as appropriately adjusted for any stock dividend or distribution payable thereon, stock split, reverse stock split, recapitalization, reclassification, reorganization, exchange, subdivision, or any combination thereof); (iii) A Transfer by TPG to any of its Affiliates; provided, that such Affiliate, upon receipt of any such Shares, shall be required to execute a Joinder Agreement, pursuant to which, such Affiliate shall become a party to this Agreement, subject, among other things, to the restrictions set forth in this Section 4.2; (iv) A Transfer by Weider to any of its Affiliates; provided, that such Affiliate, upon receipt of any such Shares, shall be required to execute a Joinder Agreement, pursuant to which, such Affiliate shall become a party to this Agreement, subject, among other things, to the restrictions set forth in this Section 4.2; (v) From and as of the second (2nd) anniversary of the date hereof, (A) a Transfer by TPG (or any of its members) pursuant to a distribution by TPG (or any of its members) to its partners or members, as applicable, provided, that any Shares Transferred to such partners or members will not be deemed to be Beneficially Owned by TPG or any of its Affiliates, unless such partner or member, as applicable, is an Affiliate of TPG and, upon receipt of any such Shares, executes a Joinder Agreement, pursuant to which, such Affiliate becomes a party to this Agreement, subject, among other things, to the restrictions set forth in this Section 4.2, or (B) a Transfer (by any of the parties hereto) in a public offering registered in accordance with the terms of the Securities Act, or in accordance with the requirements of Rule 144; (vi) A Transfer in connection with a Company Sale contemplated by Section 3.3; (vii) A Transfer permitted pursuant to the terms set forth in Section 4.3, or required pursuant to the terms set forth in Section 4.4, in either instance, to the extent actually Transferred in accordance with the terms set forth therein; or (viii) After the fifth (5th) anniversary of the date hereof, any Transfer; provided, that Weider hereby acknowledges and agrees that it shall not be entitled to Transfer any Beneficially Owned Shares subject to an outstanding proxy or power of attorney given pursuant to the terms of Section 3.4(a). (b) At any time during which both Weider and TPG are entitled to Transfer Beneficially Owned Shares pursuant to the terms set forth in Section 4.2(a), Weider and TPG shall, as applicable, promptly notify the others (i) when it has commenced a measurement period for purposes of the Rule 144 group volume limit in connection with a Transfer that is subject to such limit, and (ii) what the volume limit for that measurement period, determined as of its commencement, will be. During the applicable measurement period, the other party shall be entitled to effect Transfers that are subject to the Rule 144 group volume limit based on its pro rata percentage ownership of Shares collectively held by Weider and TPG at the start of such measurement period. In the event that either Weider or TPG, as applicable, agrees to forego its full pro rata share of the Rule 144 group volume limit by written notice to the other, Weider or TPG, as applicable, shall , acting individually, be entitled to effect Transfers up to the Rule 144 group volume limit. The restrictions on Transfers under provisions of this Section 8.1 4.2(b) shall not apply to any Transfer of Shares not subject to volume limitation under Rule 144. (c) Notwithstanding anything to the contrary in the foregoing provisions of this Section 4.2, at any time prior to the fifth (5th) anniversary of the date hereof, Weider shall not, in any event, make any Transfer which would result in it holding less than thirty percent (30%) of the Class B Common Stock owned by Weider as of the date hereof, other than Transfers made (i) Transfer (for any consideration or no consideration) by Inland or Cordish pursuant to a Company Sale in accordance with the terms and conditions of all or any part of its LLC Interest to any 80% Owned Affiliate of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member), Section 3.3 or (ii) Transfer to any other Member. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms drag along provisions of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions of this Agreement shall nevertheless remain a Member of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer4.4. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of this Agreement by executing and delivering a counterpart signature page hereto; and (iv) the transfer would not materially and adversely affect the treatment of the Company for tax purposes under the Code or the tax laws of any state in which the Company does business.

Permitted Transfers. A. The restrictions on Transfers under rights of first refusal and the co-sale rights of the Preferred Holders provided in Section 8.1 6.3 and Section 6.4 of this Agreement shall not apply to (a) a Transfer of any Restricted Share by any Selling Shareholder to any Person (iother than any Company’s Competitor) of an aggregate of up to 4,576,120 Ordinary Shares (as appropriately adjusted to take into account any bonus share issue, share subdivision, share combination, share split, recapitalization, reclassification or similar event affecting the Shares after the date of this Agreement); (b) a Transfer of up to 6,477,612 Ordinary Shares of the Company (as appropriately adjusted to take into account any bonus share issue, share subdivision, share combination, share split, recapitalization, reclassification or similar event affecting the Shares after the date of this Agreement), by Founder to any director, officer or other employee, provided that such sale and transfer complies with all Applicable Law; (c) a Transfer of any Restricted Share to any employees, officers, directors, contractors, advisors or consultants of the Group Companies pursuant to the ESOP; (d) any Transfer of the Restricted Shares to a wholly-owned subsidiary of such person, the parents, children or spouse, or to trusts for the benefit of such persons, of the Selling Shareholders for bona fide estate planning purposes (e) a Transfer of any Restricted Share for the purposes of consummation of a Qualified IPO with prior written consent of the Preferred Majority (each Transfer referred to in the foregoing clauses (a) to (e), a “Permitted Transfer”, and each transferee under the foregoing clauses (a) to (e), a “Permitted Transferee”); provided that such transferor shall at all times remain subject to the terms and restrictions set forth in this Agreement and remain liable for any consideration or no consideration) breach by Inland or Cordish such Permitted Transferee of all or any part provisions of its LLC Interest to any 80% Owned Affiliate of this Agreement and the other relevant Transaction Documents; provided further that such transferor Member (provided that counsel shall deliver to the non-Transferring Member reasonably determines Company and each Preferred Holder adequate documentation for each Permitted Transfer, that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member), or (ii) Transfer to any other Member. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee each Permitted Transferee (other than the other MemberCompany) shall agree in accordance with the provisions of this Agreement shall nevertheless remain a Member of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees writing to be bound by all the provisions of this Agreement by executing (and delivering a counterpart signature page hereto; and (iveach other relevant Transaction Documents then in effect) the transfer would not materially and adversely affect the treatment in place of the Company for tax purposes under same capacity as such transferor and in respect of the Code Restricted Shares to be Transferred and shall execute a Deed of Accession and become a party to, and to be bound by, this Agreement and that each Permitted Transferee shall not Transfer any Restricted Share Transferred to it by such transferor except to such transferor or the tax laws another Permitted Transferee of any state in which the Company does businesssuch transferor.

Permitted Transfers. A. The restrictions on Transfers under (a) Subject to Section 8.1 shall not apply to any (i) 5.1.5, Members may Transfer (for any consideration or no consideration) by Inland or Cordish of all or any part of their Units only as provided in paragraphs (b) through (d) of this Section 5.1.2, as provided in Section 5.3 or 5.4, or with the advance written consent of a Majority in Interest. (b) A Member may Transfer all or part of its LLC Interest Units to any 80% Owned Affiliate of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member), or (ii) Transfer to any other Member. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions of this Agreement shall nevertheless remain a Member of the Company subject at any time upon notice to the Company. (c) A Member may Transfer all the duties and obligations imposed on it under this Agreement until such time as the transferee of a part of its Units to an affiliate of such LLC Interest is admitted Member at any time upon notice to the Company as Company. (d) If a substitute Member receives a bona fide and binding written offer from a third party for such third party to acquire any part of its Units owned by such Member, the transferring Member must first offer the Units proposed to be transferred to the other Members in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfiedprovisions: (i) The transferring Member shall give notice of its intent to Transfer ("Notice of Transfer") contemporaneously to the transferor Company and transferee have executed the non-transferring Members. The Notice of Transfer must describe the offer and acknowledged such instruments as the other terms and conditions upon which the transferring Member proposes to Transfer the Units (and contain a copy of the offer). The non-transferring Members may reasonably deem necessary elect to acquire their respective proportionate share of the Units in the Notice of Transfer for the consideration specfied in the Notice of Transfer by giving notice to the Company and the transferring the Member within 30 days after receipt of the Notice of Transfer. The non-transferring Members' purchases will be in the same proportion as their respective ownership of Units unless a Member agrees with another Member to purchase some or desirable to effect such Transfer;all of that Member's portion. (ii) a duly executed and acknowledged After such 30-day period, the transferring Member shall provide written instrument notice (the "Remainder Notice") to each non-transferring Member that elects to purchase its portion of transfer has been filed the Units, which Remainder Notice shall specify the number of Units that the other non-transferring Members did not elect to purchase in accordance with subparagraph (i) above. The non-transferring Members that elected to purchase their full portion of the Units shall then have five days after receipt of the Remainder Notice to elect to purchase such non-purchased Units for the consideration specified in the Notice of Transfer by giving notice to the Company setting forth and the intention transferring Member. If the non-transferring Members do not elect to purchase all of the transferor that Units proposed to be transferred within the transferee become a substituted later to occur of (i) 45 days after receipt of the Notice of Transfer or (ii) five days after receipt by the purchasing non-transferring Members of the Remainder Notice, then the transferring Member is free to Transfer all of the Units proposed to be transferred to the third party acquirer on the terms and conditions originally proposed. If the transferring Member proposes to Transfer Units on other terms, or if more than 90 days have elapsed since the date of such Member's first Notice of Transfer, then such member will be required to reoffer such Member's Units to the non-transferring Members in its place;accordance with this Section 5.1.2. (iii) the transferee accepts and agrees to be bound by all the provisions of this Agreement by executing and delivering a counterpart signature page hereto; and (iv) the transfer would not materially and adversely affect the treatment Any closing of the Company for tax purposes under purchases contemplated by this Section shall take place 75 days after the Code or date of the tax laws Notice of any state in which Transfer at a time and place selected by the Company does businesspurchasing Members.

Permitted Transfers. A. The restrictions on Transfers under A Shareholder shall be free at any time to Transfer all or any portion of such Shareholder’s Common Shares without having to comply with the requirements of Section 8.1 shall not apply 3.03 or Section 3.04 hereof: (a) in the case of the Washington Parties, to any of (i) Transfer (for any consideration ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, his spouse, his lineal descendants, spouses of his lineal descendants, or no consideration) by Inland or Cordish the estate of all or any part trust for the benefit of its LLC Interest to any 80% Owned Affiliate of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member)foregoing persons, or and (ii) Transfer any entity all of whose equity is owned and controlled by any person referenced at item (i); (b) in the case of the Tiger Parties, to any other Member. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions of this Agreement shall nevertheless remain a Member of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary ▇▇▇▇▇ ▇▇▇▇ or desirable to effect such Transfer; ▇▇▇▇▇▇ ▇▇▇▇▇▇, (ii) a duly executed the spouse, lineal descendants, and acknowledged written instrument spouses of transfer has been filed with the Company setting forth the intention lineal descendants of either of the transferor that the transferee become a substituted Member in its place; persons referenced at item (i), (iii) the estate of or any trust for the benefit of any of the persons referenced at items (i) and (ii), and (iv) any entity all of whose equity is owned and controlled by any of the persons referenced at items (i), (ii) and (iii); and (c) in the case of any Shareholder, to any other Shareholder. Notwithstanding the foregoing, in the case of any Transfer permitted under this Section 3.02 (other than a permitted Transfer pursuant to clause (c) of this Section 3.02), it shall be a condition to such Transfer that such transferee accepts and agrees agrees, by executing a joinder agreement in substantially the form attached hereto as Exhibit A (y) to be bound by this Agreement as a Shareholder with respect to all of the Common Shares Transferred to such transferee, and (z) that all of the Common Shares Transferred to such transferee remain subject to this Agreement and all of the terms, conditions, and restrictions hereof. Any transferee of Common Shares of a Washington Party who joins this Agreement pursuant to the prior sentence shall thereafter be treated as a Washington Party, and any transferee of Common Shares of a Tiger Party who joins this Agreement pursuant to the prior sentence shall thereafter be treated as a Tiger Party. For avoidance of doubt, Transfers permitted by this Section 3.02 shall not be subject to the provisions of this Agreement by executing Section 3.03 and delivering a counterpart signature page hereto; and (iv) the transfer would not materially and adversely affect the treatment of the Company for tax purposes under the Code or the tax laws of any state in which the Company does businessSection 3.04.

Permitted Transfers. A. The restrictions on (a) Notwithstanding anything to the contrary herein, subject to the terms and conditions of the Financing, the following Transfers under Section 8.1 shall be deemed “Permitted Transfers” and shall not apply to any (i) Transfer (for any consideration or no consideration) by Inland or Cordish of all or any part of its LLC Interest to any 80% Owned Affiliate require the consent of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member), or (ii) Transfer to any other Member. B. A (i) Any Member may pledge its Interest to a commercial lender in connection with a financing for the benefit of such Member or its Affiliates (other than the Financing); provided that any such pledge would not contravene the terms and conditions of the Loan Documents; and provided further however, that the definitive loan documentation with such lender, shall provide that: (i) such lender acknowledges and agrees that such pledge, and the lien and security interest created thereby, shall be subject and subordinate to any lien and security interest on such Member’s Interest (whether then existing or thereafter created) which secures a Member Loan made to such Member, and such lender shall covenant and agree to duly execute and deliver such documents that may be reasonably requested by the Contributing Member to evidence such subordination, and (ii) such lender shall provide a copy to both Members hereunder of any notice with respect to such lender’s intent to realize upon the pledged Interest after an event of default under such financing, and the Member which is not subject to the financing shall have the same period as provided to the defaulting Member under the applicable loan documents to remedy or cause to be remedied the defaults specified in such notice (to the extent such defaults are capable of being remedied by such Member). All sums expended by a Member to cure the loan defaults of a defaulting Member under this Section 9.5(a)(i) shall be treated as a Member Loan hereunder. In the event the applicable defaults are not so cured and the lender realizes upon the defaulting Member’s Interest, such realization shall be a permitted transferee Transfer hereunder. Each Member acknowledges and agrees that the Company shall not be required to bear any costs or expenses in connection with a financing of the type described in this Section 9.5(a)(i) (including, without limitation, any fees, costs or expenses payable to any Lender on account of such financing), and all such costs and expenses shall be borne solely by the Member to whom (or to the Affiliate of whom) such financing is made. In no event shall any such costs or expenses incurred by a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions immediately prior sentence entitle such Member to a Capital Account credit hereunder. (ii) Montecito and its successors and assigns may sell all or any portion of this Agreement its Interest subject to the right of first offer in favor of CHP, on the terms set forth in Section 12.2 hereof; provided however, that with respect to the voting rights of any third party purchaser of a portion of the Montecito Interest, such rights will be exercised by Montecito on behalf of such purchaser as if Montecito retained 100% of its Interest. (iii) CHP and its successors and assigns may sell all or any portion of its Interest; provided however, that with respect to the voting rights of any third party purchaser of a portion of the CHP Interest, such rights will be exercised by CHP on behalf of such purchaser as if CHP retained 100% of its Interest. If CHP desires to sell any portion of its Interest (such portion of CHP’s Interest being referred to herein as the “CHP Transfer Amount”) to a Person that is not an Affiliate of CHP (the “Prospective Buyer”), then, at least ten (10) Business Days prior to the consummation of such proposed sale, CHP shall nevertheless remain offer Montecito in writing (a “Tag-Along Offer”) the opportunity to sell to the Prospective Buyer a percentage of Montecito’s Interest equal to Montecito’s Percentage Interest of the CHP Transfer Amount. Montecito shall, within five (5) Business Days after the giving of a Tag-Along Offer, inform CHP in writing as to whether Montecito accepts such Tag-Along Offer. If Montecito, within such five (5) Business Day period (time being of the essence), fails to advise CHP in writing that Montecito unconditionally accepts such Tag-Along Offer, then Montecito shall be deemed to have rejected such Tag-Along Offer (in which case CHP may proceed with the sale of the CHP Transfer Amount to the Prospective Buyer without the participation of Montecito). If Montecito duly accepts such Tag-Along Offer, then Montecito shall be entitled to sell a portion of its Interest equal to its Percentage Interest of the CHP Transfer Amount to the Prospective Buyer, on the terms of the Tag-Along Offer and at the same time as CHP sells the balance of the CHP Transfer Amount to the Prospective Buyer. If Montecito does not timely tender the applicable portion of its Interest, or does not otherwise reasonably cooperate in facilitating the sale of the applicable portion of its Interest to the Prospective Buyer, then Montecito will be deemed irrevocably to have waived its rights with respect to the applicable Tag-Along Offer. In the event Montecito does not accept a Tag-Along Offer (or if Montecito is deemed to have waived its rights in respect of a Tag-Along Offer as provided herein), CHP will be entitled to consummate its Transfer of the CHP Transfer Amount to the Prospective Buyer, within six (6) months following such non-acceptance or waiver, on basic economic terms substantially the same (or less favorable to CHP) as those contained in the Tag-Along Offer given to Montecito. If Montecito timely accepts a Tag-Along Offer, then (A) on the date scheduled for the closing of the Transfer to the Prospective Buyer, Montecito shall execute such documents and instruments, and take such other actions, as are reasonably required to consummate the sale of Montecito’s Interest, in the amount of the Montecito Tag-Along Amount, to the Prospective Buyer (failing which CHP may proceed with the Transfer of its Interest, in the amount of the CHP Transfer Amount, to the Prospective Buyer without the participation of Montecito); (B) Each Member shall bear its own transaction costs, including but not limited to the costs of its own legal counsel and other professional advisors, in connection with the transfer of its respective Percentage Interest. All out-of-pocket expenses that have been incurred by or on behalf of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted by either Member with respect to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee transfer shall file with the Company an executed or authenticated copy be expenses of the written instrument Company; and (C) the aggregate net proceeds (the “Proceeds”) of assignment or transferthe Transfer by CHP and Montecito of their respective Interests to the Prospective Buyer (after deducting the transaction costs described in the immediately preceding sub-clause (B)) shall be distributed to CHP and Montecito in proportion to their respective Percentage Interests. C. No transferee of the whole (iv) CHP and its successors and assigns may assign or sell all or a portion of its Interest to a Member's LLC REIT sponsored by CNL Financial Group, LLC, a Florida limited liability company, or its Affiliates. (v) Montecito may from time to time and in its sole discretion without the consent of any other Member or the Company, sell or assign its Interest shall have the right in whole or in part to become any Person that is a substituted Member wholly-owned affiliate of MMAC Berkshire LLC, a Delaware limited liability company. Furthermore, direct or indirect interests may be sold, conveyed, pledged or transferred in place MMAC Berkshire LLC, a Delaware limited liability company, so long as one or more of its transferor unless and until all those Persons that are members of MMAC Berkshire LLC, a Delaware limited liability company, as of the following conditions are satisfied: date hereof continue to own not less than twenty-five percent (i25%) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that interests in MMAC Berkshire LLC. Notwithstanding the transferee become foregoing, BRV-MMAC, L.L.C., a substituted Member Delaware limited liability company, may sell, convey, pledge or transfer its interest in its place; MMAC Berkshire, LLC in whole or in part so long as Montecito Medical Property Company, LLC owns ten percent (iii10%) the transferee accepts and agrees to be bound by all the provisions or more of this Agreement by executing and delivering a counterpart signature page hereto; and (iv) the transfer would not materially and adversely affect the treatment of the Company for tax purposes under the Code or the tax laws of any state in which the Company does businessMMAC Berkshire, LLC.

Permitted Transfers. A. The restrictions on Transfers Each of the Holders hereby agrees that, until it and any permitted transferees under Section 8.1 shall not apply to any paragraph (if) Transfer (for any consideration or no consideration) by Inland or Cordish hereunder have disposed of all or any part of its LLC Interest to any 80% Owned Affiliate of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (Acquired Shares, it will not, directly or indirectly, without the prior written consent of SkyTerra, sell, distribute, transfer or otherwise dispose (in each case, a “Disposition”) on of any Acquired Shares (including any shares of SkyTerra Non-Voting Common Stock (as defined in the non-Transferring Member)Columbia/Spectrum Exchange Agreements) issued to Motient or MVH (or any subsidiary of either) in exchange for Acquired Shares, or (ii) Transfer to any other Member. B. A permitted transferee shares of a Member SkyTerra Common Stock exchanged therefore, in each case pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee 4.10(b) of the transferor Member's LLC InterestColumbia/ Spectrum Exchange Agreements), except upon compliance except: (a) sales of Acquired Shares pursuant to the Resale Registration Statement; or (b) sales of Acquired Shares pursuant to Rule 144 under the Securities Act; or (c) sales or transfers of Acquired Shares to any Person or group of related Persons who would immediately thereafter not own or have the right to acquire or vote with respect to Common Shares consisting of, in the aggregate, more than five percent (5%) (with each Person, other than Affiliates of the transferring Holder, considered individually and not in the aggregate with the other transferees) of the total combined voting power of all Common Shares then outstanding; provided, however, that in each such case, the transferee shall receive and hold such Acquired Shares subject to, and the transferee and all of the transferees’ Affiliates shall agree to be bound by, all the terms of Section 8.2.C. A Member who assigns all this Agreement, which terms shall also inure to the benefit of its LLC Interest to a permitted transferee (other than the other Member) such transferees, and there shall be no further transfer of such Acquired Shares, except in accordance with the provisions of this Agreement shall nevertheless remain Section 5.1; or (d) a Member bona fide pledge of or the Company subject granting of a security interest in the Acquired Shares to all the duties and obligations imposed on an institutional lender for money borrowed, provided that such lender acknowledges in writing that it under has received a copy of this Agreement until and agrees, upon its becoming the owner of, or obtaining dispositive authority with respect to or in connection with any disposition of, any such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2Acquired Shares, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of this Agreement by executing and delivering a counterpart signature page heretoin connection with any right it may have to dispose of any such Acquired Shares (and, upon agreeing so to be bound, the provisions of this Agreement shall inure to the benefit of such party); andor (ive) sales or transfers of Acquired Shares pursuant to a tender or exchange offer; or (f) dispositions of Acquired Shares by any Holder to any wholly owned subsidiary of such Holder or to a successor corporation of such Holder or to an Affiliate of such Holder; provided, however, that in each such case, the transfer would not materially transferee shall receive and adversely affect hold such Acquired Shares subject to, and the treatment transferee and all of the Company for tax purposes transferees’ Affiliates shall agree to be bound by, all the terms of this Agreement, which terms shall also inure to the benefit of such transferees, and there shall be no further transfer of such Acquired Shares, except in accordance with the provisions of this Section 5.1; or (g) dispositions pursuant to any merger, consolidation, reorganization or recapitalization to which SkyTerra is a party or in connection with any reclassification of Common Shares; or (h) dispositions of the Acquired Shares pursuant to the Acquired Shares Distribution; or (i) dispositions of Acquired Shares by a Stockholder to its beneficial owners; provided, that (i) in the event that any Holder seeks to effect a Disposition of any Acquired Shares pursuant to clauses (b), (c), (f), (h) or (i) of this Section 5.1, such Disposition is made in compliance with applicable securities laws, and (ii) prior to any Disposition pursuant to clause (b) (other than with respect to sales of Acquired Shares pursuant to Rule 144(k) under the Code Securities Act), if requested by SkyTerra’s transfer agent, or in any Disposition pursuant to clauses (c), (f) or (h), such Holder shall have delivered to SkyTerra an opinion of counsel stating that such Disposition (A) is permitted by this Agreement and the tax laws applicable Columbia/Spectrum Exchange Agreement, (B) does not require registration under the Securities Act, and solely with respect to Dispositions pursuant to Section 5.1(h), (C) assuming the accuracy of the representations and warranties contained in the Columbia/Spectrum Exchange Agreement, does not cause the Columbia/Spectrum Exchange to be required to have been registered under the Securities Act. Upon a disposition of Acquired Share pursuant to Section 5.1(i) to its beneficial owners, such beneficial owners shall hold the Acquired Shares free of any state in which restrictions under this Agreement and shall not be required to become parties to this Agreement; provided that the Company does businessapplicable Stockholder distributing the Acquired Shares shall act as a representative to such beneficial owners receiving Acquired Shares for purposes of receiving notifications pursuant to this Agreement.

Permitted Transfers. A. The restrictions on Transfers under Notwithstanding the provisions of Section 8.1 7.02, the following transfers shall not apply be deemed to any be a Prohibited Transfer provided no Event of Default exists (each, a “Permitted Transfer”): (a) a transfer by devise or descent or by operation of law upon the death of a member, partner or shareholder of a Restricted Party; and (b) the transfer, in one or a series of transactions, of not more than forty-nine percent (49%) of the stock, limited partnership interests or non-managing membership interests (as the case may be) in a Restricted Party; provided, however, with respect to transfers pursuant to clause (a) and (b), (i) Transfer (for any consideration no such transfer shall result in a change of control in the Restricted Party or no consideration) by Inland or Cordish a change of all or any part of its LLC Interest to any 80% Owned Affiliate control of the transferor Member (provided that counsel to day-to-day operations of the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member)Property, or (ii) Transfer to any other Member. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and condition to each such transfer under clause (b), Lender shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee receive not less than thirty (other than the other Member30) in accordance with the provisions of this Agreement shall nevertheless remain a Member of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee days prior written notice of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2proposed transfer, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) Borrower shall deliver evidence reasonably acceptable to Lender that there has not been and will not be any breach of the transferee accepts representations and agrees to be bound by all the provisions of this Agreement by executing covenants set forth in Article VI hereof and delivering a counterpart signature page hereto; and (iv) no such transfer shall result in the transfer would not materially and adversely affect the treatment transferee owning more than forty-nine percent (49%) of the Company for tax purposes direct or indirect interests in the Borrower if such transferee did not own forty-nine percent (49%) or more of the direct or indirect interests in the Borrower as of the date hereof. Notwithstanding the foregoing, if any transfer permitted under this Section 7.03 results in any Person owning in excess of forty-nine percent (49%) of the Code or ownership interest in a Restricted Party, Borrower shall, prior to such transfer, deliver a revised substantive non-consolidation opinion to Lender reflecting such transfer, which opinion shall be in form, scope and substance reasonably acceptable in all respects to Lender and acceptable in all respects to the tax laws of any state Rating Agencies. Notwithstanding the foregoing, in the event that Borrower is a single member limited liability company, no transfer shall be permitted which results in the Company does businessBorrower having more than one (1) member.

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 shall not apply Notwithstanding anything to the contrary contained in this Investor Rights Agreement, during the Lock-Up Period applicable to such Person, the Holders may Transfer, without the consent of PubCo, any of such Person’s Lock-Up Shares to (i) any of such Person’s Permitted Transferees, upon written notice to PubCo and, in the case of such a Transfer (for any consideration by a Founder Holder or no consideration) its Permitted Transferees, the Seller Representative, and in the case of such a Transfer by Inland a Seller or Cordish of all or any part of its LLC Interest to any 80% Owned Affiliate of Permitted Transferees, the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member), Sponsor or (ii) (a) a charitable organization, upon written notice to PubCo and, in the case of such a Transfer by a Founder Holder or its Permitted Transferees, the Seller Representative, and in the case of such a Transfer by a Seller or its Permitted Transferees, the Sponsor; (b) in the case of an individual, by virtue of Laws of descent and distribution upon death of the individual; (c) in the case of an individual, pursuant to a qualified domestic relations order; or (d) pursuant to any liquidation, merger, stock exchange or other Member. B. A permitted transferee similar transaction which results in all of a Member PubCo’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Business Combination; provided, that in connection with any Transfer of such Lock-Up Shares pursuant to clause (ii)(b) or clause (ii)(c) above, (x) the restrictions and obligations contained in Section 8.1.A or 8.2.A hereof that acquires 4.1 and this Section 4.2 will continue to apply to such Lock-Up Shares after any Transfer of such Lock-Up Shares, and (y) the LLC Interest Transferee of a Member shall not be recognized by the Company as a Member and such Lock-Up Shares shall have only no rights under this Investor Rights Agreement, unless, for the rights avoidance of an assignee of the transferor Member's LLC Interestdoubt, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to such Transferee is a permitted transferee (other than the other Member) Permitted Transferee in accordance with the provisions this Investor Rights Agreement. Any Transferee of this Agreement shall nevertheless remain Lock-Up Shares that is a Member Permitted Transferee of the Company subject to all Transferor shall be required, at the duties time of and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant condition to Section 8.2such Transfer, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless party to this Investor Rights Agreement and, if applicable, the Founder Holders Forfeiture Agreement and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of this Agreement Amended Sponsor Letter, by executing and delivering a counterpart signature page hereto; joinder in the form attached to this Investor Rights Agreement as Exhibit A, whereupon such Transferee will be treated as a Party (with the same rights and obligations as the Transferor) for all purposes of this Investor Rights Agreement and (iv) , if applicable, the transfer would not materially Founder Holders Forfeiture Agreement and adversely affect the treatment of the Company for tax purposes under the Code or the tax laws of any state in which the Company does businessAmended Sponsor Letter.

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 shall not apply Notwithstanding anything to the contrary contained in this Investor Rights Agreement, during the Lock-Up Period applicable to such Person, the Holders may Transfer, without the consent of PubCo, any of such Person’s Lock-Up Shares to (i) any of such Person’s Permitted Transferees, upon written notice to PubCo and, in the case of such a Transfer (for by a Founder Holder, any consideration or no consideration) by Inland or Cordish of all Management or any part of their respective Permitted Transferees, to Apax, and in the case of such a Transfer by Apax or any of its LLC Interest Permitted Transferees, to any 80% Owned Affiliate of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member), PubCo or (ii) Transfer to any other Member. B. A permitted transferee (a) in the case of a Member an individual, by virtue of Laws of descent and distribution upon death of the individual; (b) in the case of an individual, pursuant to Section 8.1.A a qualified domestic relations order; or 8.2.A hereof that acquires (c) pursuant to a Change in Control which results in all of PubCo’s shareholders having the LLC Interest right to exchange their Common Shares for cash, securities or other property subsequent to the consummation of a Member shall not be recognized the transactions contemplated by the Company as a Member Business Combination Agreement; provided, that in connection with any Transfer of such Lock-Up Shares pursuant to clause (ii)(b) or clause (ii)(c) above, (x) the restrictions and obligations contained in Section 4.1 and this Section 4.2 will continue to apply to such Lock-Up Shares after any Transfer of such Lock-Up Shares, and (y) the Transferee of such Lock-Up Shares shall have only no rights under this Investor Rights Agreement, unless, for the rights avoidance of an assignee of the transferor Member's LLC Interestdoubt, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to such Transferee is a permitted transferee (other than the other Member) Permitted Transferee in accordance with the provisions this Investor Rights Agreement. Any Transferee of this Agreement shall nevertheless remain Lock-Up Shares that is a Member Permitted Transferee of the Company subject to all Transferor shall be required, at the duties time of and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant condition to Section 8.2such Transfer, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless party to this Investor Rights Agreement and, if applicable, the Sponsor Forfeiture Agreement and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of this Agreement Founder Holders Consent Letter, by executing and delivering a counterpart signature page hereto; joinder in the form attached to this Investor Rights Agreement as Exhibit A, whereupon such Transferee will be treated as a Party (with the same rights and obligations as the Transferor) for all purposes of this Investor Rights Agreement and (iv) , if applicable, the transfer would not materially Sponsor Forfeiture Agreement and adversely affect the treatment of the Company for tax purposes under the Code or the tax laws of any state in which the Company does businessFounder Holders Consent Letter.

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 (a) Neither the Equity Participant nor any permitted transferee of the Equity Participant shall not apply Transfer all or any of the Shares to any Person except in accordance with Sections 3 and 4 hereof. Notwithstanding anything to the contrary contained herein (other than Section 3 hereof), the Equity Participant (and any permitted transferee of the Equity Participant) may Transfer all or any portion of his Shares: (i) Transfer (for any consideration if the stockholder is a limited partnership or no consideration) by Inland or Cordish of all or any part of its LLC Interest a trust, to any 80% Owned Affiliate member of the transferor Member Group of which the Equity Participant (provided that counsel to the non-Transferring Member reasonably determines or such permitted transferee) is a member; provided, that such Transfer would not have any adverse tax effect (directly or indirectly) on transferee shall agree in writing with the non-Transferring Member)Corporation, or prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement; (ii) Transfer if the stockholder is a corporation or a limited liability company, to any other Member. B. A permitted member of its Group; provided, that such transferee of a Member pursuant shall agree in writing with the Corporation, prior to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company and as a Member and shall have only the rights of an assignee condition precedent to such Transfer, to be bound by all of the transferor Member's LLC Interestprovisions of this Agreement; (iii) if the stockholder is an individual, except upon compliance to any member of the Family of such stockholder, provided, that such new transferee shall agree in writing with the terms of Section 8.2.C. A Member who assigns Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions of this Agreement and, provided, further, that the interests in any Family trusts shall nevertheless remain a Member of the Company subject to all the duties be nontransferable; and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, (iv) if the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No is a permitted transferee of the whole Equity Participant by will or a portion the laws of a Member's LLC Interest descent and distribution, provided that each such new transferee shall have the right to become a substituted Member in place of its transferor unless and until be bound by all of the following conditions are satisfied:provisions of this Agreement to the same extent as if such transferee was a party hereto. (ib) If requested in writing by the transferor managing underwriters, if any, of any Initial Public Offering, the Equity Participant agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Initial Public Offering within thirty (30) days before or one hundred and transferee have executed and acknowledged such instruments as eighty (180) days after the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument effective date of transfer has been the registration statement filed with the Company setting forth the intention of the transferor respect to said offering; provided, however, that the this restriction will not apply to transfers. permitted under Section 6.1(a) provided such transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of restriction contained in this Agreement by executing and delivering a counterpart signature page hereto; and (iv) the transfer would not materially and adversely affect the treatment of the Company for tax purposes under the Code or the tax laws of any state in which the Company does businessSection 6.1(b).

Permitted Transfers. A. The restrictions on Transfers under contained in Section 8.1 10.01 shall not apply to any (i) Transfer (for any consideration or no consideration) by Inland or Cordish of all or any part of its LLC Interest to any 80% Owned Affiliate of the transferor Member following Transfers (provided that counsel each, a “Permitted Transfer” and each transferee, a “Permitted Transferee”): (a)(i) a Transfer pursuant to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly a Redemption or indirectly) on the non-Transferring Member), Direct Exchange in accordance with Article XI hereof or (ii) a Transfer by a Member to the Corporation or any of its Subsidiaries, or (b)(i) a Transfer by a Member to an Affiliate, a limited partner, or an Affiliate of a limited partner of such Member or (ii) following the Oaktree Complete Redemption Date, (A) a Transfer made by Management Holdings to any other Member. B. A permitted transferee of a Management Holdings Member pursuant in connection with any Redemption or Direct Exchange to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) made in accordance with Article XI (which Transfer shall be permitted to occur following delivery by Management Holdings of a Redemption Notice in respect of Redeemed Units that correspond to Corresponding Management Units held by such Management Holdings Members (and after which, such Management Holdings Member shall be deemed to be the Redeeming Member with respect thereto)), and (B) if such Redemption or Direct Exchange cannot be or is not consummated, a subsequent Transfer by such transferee Member to Management Holdings with respect to the same Common Units; provided, however, that (x) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units, and (y) in the case of the foregoing clause (ii), the Permitted Transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this Agreement shall nevertheless remain (by delivery of a Member Joinder) and comply with the other requirements of Section 10.04 and prior to such Transfer the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted transferor will deliver a written notice to the Company as and the Members, which notice will disclose in reasonable detail the identity of the proposed Permitted Transferee. In the case of a substitute Permitted Transfer of any Common Units by any Member that is authorized to hold Class B Common Stock in accordance with the Corporation’s certificate of incorporation to a Permitted Transferee in accordance with this Section 8.2.C. Upon 10.02, such Member (or any permitted assignment subsequent Permitted Transferee of an LLC Interest pursuant such Member) shall also transfer a number of shares of Class B Common Stock equal to the number of Common Units that were transferred by such Member (or subsequent Permitted Transferee) in the transaction to such Permitted Transferee. All Permitted Transfers are subject to the additional limitations set forth in Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer10.07(b). C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of this Agreement by executing and delivering a counterpart signature page hereto; and (iv) the transfer would not materially and adversely affect the treatment of the Company for tax purposes under the Code or the tax laws of any state in which the Company does business.

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 shall not apply to any (i) Transfer (for any consideration or no consideration) by Inland or Cordish of all or any part of its LLC Interest to any 80% Owned Affiliate of Notwithstanding the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member), or (ii) Transfer to any other Member. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the foregoing provisions of this Agreement shall nevertheless remain a Member of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2Article 6, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest Tenant shall have the right to become make a substituted Member Transfer without Landlord’s consent, but with prior written notice to Landlord, to (a) an Affiliate so long as such entity remains in place of its transferor unless such relationship to Tenant, and until all of the following conditions are satisfied: (ib) the transferor and transferee have executed and acknowledged a Successor, provided that prior to or simultaneously with any assignment pursuant to this Section, such instruments Affiliate or Successor, as the other Members case may be, and Tenant execute and deliver to Landlord an assignment and assumption agreement in form and substance reasonably deem necessary acceptable to Landlord whereby such Affiliate or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with Successor, as the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees case may be, shall agree to be independently bound by and upon all the covenants, agreements, terms, provisions and conditions set forth in this Agreement on the part of Tenant to be performed, and whereby such Affiliate or Successor, as the case may be, shall expressly agree that the provisions of this Agreement by executing Article 6 shall, notwithstanding such Transfer, continue to be binding upon it with respect to all future Transfers. A Transfer made subject to and delivering in accordance with the terms and provisions of this paragraph is referred to herein as a counterpart signature page hereto“Permitted Transfer”. For the purposes hereof, an “Affiliate” shall be defined as any entity (i) that has an acceptable tangible net worth and the financial wherewithal to meet its obligations under the Transfer instrument; and and (ivii) the transfer would not materially and adversely affect the treatment which is controlled by, is under common control with, or which controls Tenant. As used herein, “control” means direct or, either together with others acting as a group or otherwise, indirect ownership or possession of the Company for tax right or power, by vote of stockholders or directors, or by contract, agreement or other arrangements, or otherwise, to direct, determine, prevent or otherwise dictate managerial, operational or other actions or activities of any such person, firm or corporation. For the purposes under hereof, “Successor” shall mean any entity into or with which Tenant is merged or with which Tenant is consolidated or which acquires all or substantially all of Tenant’s stock or assets, provided that the Code surviving entity shall have a net worth and other financial indicators sufficient to meet Tenant’s obligations hereunder (but in no event less than the tangible net worth of Tenant as of the date of this Lease or the tax laws date immediately preceding the Transfer, whichever is greater). Notwithstanding the provisions of any state in this Section, no transaction or series of transactions which are effected solely for the Company purpose of qualifying as a transaction which does businessnot require Landlord’s consent (i.e. and thereby avoiding the operation of the provisions of this Article 6) shall be permitted pursuant to this Section.

Permitted Transfers. A. The restrictions on Transfers under (a) Notwithstanding anything to the contrary contained in this Agreement (but subject to Section 8.1 shall not apply 2.3 and Section 2.4 hereof), the Executive or a GEI Party may, without complying with the obligations of Sections 3.1-3.3 hereof or Article IV hereof, Transfer Common Stock to any Permitted Transferee (ias hereinafter defined) Transfer (for any consideration or no consideration) by Inland or Cordish of all or any part of its LLC Interest to any 80% Owned Affiliate of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines such Stockholder; provided, however, that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member), or (ii) Transfer to any other Member. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions of this Agreement shall nevertheless remain a Member of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted Permitted Transferee’s delivery to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) Stockholders of a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees agreement to be bound by all the provisions terms of this Agreement by executing to the same extent applicable to the transferor and delivering to Transfer the Transferred Common Stock back to the transferor if the Permitted Transferee ceases to be a counterpart signature page hereto; and Permitted Transferee of such Stockholder. “Permitted Transferee” means (iva) in the transfer would not materially and adversely affect the treatment case of the Company for tax purposes under Executive, (i) any successor by death, (ii) any corporation or other entity at least fifty-one percent (51%) of the Code or equity securities of which are owned, beneficially and of record, by the tax laws of any state in Executive and over which the Company does businessExecutive has the sole right to elect or appoint at least a majority of the members of the board of directors or Persons performing similar functions, or (iii) any trust, partnership, limited liability company or other entity established for the benefit of the Executive and/or members of the Executive’s immediate family, provided that the Executive or his current spouse is the sole trustee of (or are the only individuals having similar controlling positions with respect to) such trust or other entity and (b) in the case of a GEI Party, an Affiliate of GEI. Any notice or/other document required to be delivered to a Permitted Transferee pursuant to this Agreement shall be deemed delivered for all purposes if delivered to the Stockholder who Transferred Common Stock to such Permitted Transferee. Each Permitted Transferee shall be deemed a Stockholder for all purposes of this Agreement.

Permitted Transfers. A. The Except as otherwise provided in ------------------- this Agreement, the restrictions on contained in Section 3.1(a) of this Agreement with respect to Transfers under Section 8.1 of Stock shall not apply to: (a) any Transfer to a Stockholder or to a designee of a Stockholder permitted by this Agreement; (b) any Transfer to any wholly-owned subsidiary or parent entity of any Stockholder, or any other wholly- owned subsidiary of such parent entity (it being understood with respect to a wholly-owned subsidiary or parent entity or other wholly-owned subsidiary of such parent entity that the later sale of such subsidiary or any shares of capital stock of such subsidiary or parent entity or any other wholly-owned subsidiary of such parent entity would constitute an indirect sale of Stock by such corporate Stockholder which sale may only be made within the terms of this Agreement); (c) any Transfer that would not violate the Company's obligations under Section 2.1 of the Consent and Amendment to Management Agreements, each dated as of February 24, 1999, among the Company, the respective tenant and the respective property of manager named therein by Five Arrows to a third party (a "Section 3.3.(c) Transferee") which has a similar reputation and financial stability to that of Five Arrows and which is not a direct competitor of CHP; (d) any Transfer to the members, partners or stockholders of any Stockholder; (e) any Transfer to a party to this Agreement; and (f) any Transfer approved by the unanimous vote of the Board; provided, that (i) Transfer in each of clauses (for any consideration or no considerationa) by Inland or Cordish of all or any part of its LLC Interest to any 80% Owned Affiliate of the transferor Member through (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Memberf), or (ii) such -------- ---- Transfer to any other Member. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) in accordance otherwise complies with the provisions of this Agreement shall nevertheless remain Agreement, with each transferee, donee or distributee (a Member of the Company "Permitted Transferee") agreeing in writing to take subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance comply with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of this Agreement by executing in accordance with Section 3.1(b) and delivering a counterpart signature page hereto; and (iv) the transfer would not materially and adversely affect the treatment each such Permitted Transferee shall be deemed to take such securities subject to all of the Company for tax purposes under other provisions of this Agreement, and shall be deemed to take such securities subject to the Code or the tax laws of restrictions endorsed thereon, and any state in which certificates issued by the Company does businessto reflect such transfer shall be appropriately legended, and (ii) in the case of a Transfer by a corporate Stockholder to a wholly-owned subsidiary or parent entity or any other wholly-owned subsidiary of such parent entity, such subsidiary or parent entity or other wholly-owned subsidiary of such parent entity shall agree to have its shares of equity stock legended to note the restrictions on transfer contained in this Agreement as if they were Stock, any Permitted Transferee so acquiring Stock, as a successor or assignee hereunder, be deemed to take such securities subject to all of the other provisions of this Agreement, and shall be deemed to take such securities subject to the restrictions endorsed thereon, and any certificates issued by the Company to reflect such Transfer shall be appropriately legended.

Permitted Transfers. A. The restrictions During the Lock-Up Period, the Holders may Transfer, without the consent of PubCo, any of such Person’s Lock-Up Shares to (a) any Person, provided that the proceeds received by the Holder from such Transfer are contributed or loaned to Pubco on Transfers under Section 8.1 shall not apply terms reasonably approved by the Board of Directors of PubCo, (b) any of such Person’s Permitted Transferees, upon written notice to any PubCo, or (c) (i) Transfer (for any consideration or no consideration) in the case of an individual, by Inland or Cordish virtue of all or any part laws of its LLC Interest to any 80% Owned Affiliate descent and distribution upon death of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member), individual; or (ii) Transfer to any other Member. B. A permitted transferee in the case of a Member an individual, pursuant to Section 8.1.A or 8.2.A hereof a qualified domestic relations order; provided, that acquires in each case, (x) the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions of this Agreement shall nevertheless remain a Member of the Company subject to all the duties restrictions and obligations imposed on it under contained in Section 4.1 and this Agreement until Section 4.2 will continue to apply to such time as the transferee Lock-Up Shares after any Transfer of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2Lock-Up Shares, the transferor and transferee (y) such Transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees agree to be bound by all such restrictions and obligations in writing and acknowledged by PubCo, and (z) the provisions Transferee of such Lock-Up Shares shall have no rights under this Investor Rights Agreement, unless, for the avoidance of doubt, such Transferee is a Permitted Transferee in accordance with this Investor Rights Agreement. Any Transferee of Lock-Up Shares pursuant to this Section 4.2 shall be required, at the time of and as a condition to such Transfer, to become a party to this Investor Rights Agreement by executing and delivering a counterpart signature page hereto; and joinder in the form attached to this Investor Rights Agreement as Exhibit A, whereupon such Transferee will be treated as a Party (ivwith the same rights and obligations as the Transferor) for all purposes of this Investor Rights Agreement. Notwithstanding the transfer foregoing provisions of this Section 4.2, a Holder may not make a Transfer to a Permitted Transferee if such Transfer has as a purpose the avoidance of or is otherwise undertaken in contemplation of avoiding the restrictions on Transfers in this Investor Rights Agreement (it being understood that the purpose of this provision includes prohibiting the Transfer to a Permitted Transferee (A) that has been formed solely to facilitate a material change with respect to who or which entities Beneficially Own the underlying Lock-Up Shares, or (B) followed by a change in the relationship between the Holder and the Permitted Transferee (or a change of control of such Holder or Permitted Transferee) after the Transfer with the result and effect that the Holder has indirectly made a Transfer of Lock-Up Shares by using a Permitted Transferee, which Transfer would not materially and adversely affect the treatment of the Company for tax purposes have been directly permitted under the Code or the tax laws of any state this Article IV had such change in which the Company does businesssuch relationship occurred prior to such Transfer).

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 shall not apply Notwithstanding anything to the contrary contained in this Investor Rights Agreement, during the Lock-Up Period, the Holders may Transfer, without the consent of PubCo, any of such Person’s Lock-Up Shares to (a) any of such Person’s Permitted Transferees, upon written notice to PubCo, or (b) (i) Transfer (for any consideration or no consideration) in the case of an individual, by Inland or Cordish virtue of all or any part laws of its LLC Interest to any 80% Owned Affiliate descent and distribution upon death of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member), or individual; (ii) Transfer in the case of an individual, pursuant to a qualified domestic relations order; or (iii) pursuant to any liquidation, merger, stock exchange or other Member. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns similar transaction which results in all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions of this Agreement shall nevertheless remain a Member of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have PubCo’s shareholders having the right to become a substituted Member exchange their Ordinary Shares for cash, securities or other property subsequent to the Business Combination; provided, that in place connection with any Transfer of its transferor unless and until all of the following conditions are satisfied: such Lock-Up Shares pursuant to clause (ia) or (b) above, (x) the transferor restrictions and transferee have executed obligations contained in Section 4.1 and acknowledged this Section 4.2 will continue to apply to such instruments as the other Members may reasonably deem necessary or desirable to effect Lock-Up Shares after any Transfer of such Transfer; (ii) a duly executed Lock-Up Shares and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees such Transferee shall agree to be bound by all such restrictions and obligations in writing and acknolwedged by PubCo, and (y) the provisions Transferee of such Lock-Up Shares shall have no rights under this Investor Rights Agreement, unless, for the avoidance of doubt, such Transferee is a Permitted Transferee in accordance with this Investor Rights Agreement. Any Transferee of Lock-Up Shares pursuant to this Section 4.2 shall be required, at the time of and as a condition to such Transfer, to become a party to this Investor Rights Agreement by executing and delivering a counterpart signature page hereto; and joinder in the form attached to this Investor Rights Agreement as Exhibit A, whereupon such Transferee will be treated as a Party (ivwith the same rights and obligations as the Transferor) for all purposes of this Investor Rights Agreement. Notwithstanding the transfer foregoing provisions of this Section 4.2, a Holder may not make a Transfer to a Permitted Transferee if such Transfer has as a purpose the avoidance of or is otherwise undertaken in contemplation of avoiding the restrictions on Transfers in this Investor Rights Agreement (it being understood that the purpose of this provision includes prohibiting the Transfer to a Permitted Transferee (A) that has been formed to facilitate a material change with respect to who or which entities Beneficially Own the underlying Lock-Up Shares, or (B) followed by a change in the relationship between the Holder and the Permitted Transferee (or a change of control of such Holder or Permitted Transferee) after the Transfer with the result and effect that the Holder has indirectly made a Transfer of Lock-Up Shares by using a Permitted Transferee, which Transfer would not materially and adversely affect the treatment of the Company for tax purposes have been directly permitted under the Code or the tax laws of any state this Article IV had such change in which the Company does businesssuch relationship occurred prior to such Transfer).

Permitted Transfers. A. The restrictions on Transfers under transfer provided in Section 8.1 2.2(a) shall not apply be applicable to any (i) Transfer (for any consideration or no consideration) by Inland or Cordish of transfer in compliance with federal and all or any part of its LLC Interest applicable state securities laws to any 80% Owned an Affiliate of the transferor Member holder of Restricted Securities, from an Affiliate of such holder to such holder or between Affiliates of such holder (provided that counsel if any such Affiliate to whom shares of Restricted Securities have been transferred by a holder thereof ceases to be an Affiliate of such holder of Restricted Securities, such Restricted Securities shall immediately be transferred back to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Membertransferor thereof), or (ii) Transfer any transfer upon the death of any holder of Restricted Securities to such holder's executors, administrators or testamentary trustees or (iii) any other Member. B. A permitted transferee transfer to a trust the beneficiaries of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have which include only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions of this Agreement shall nevertheless remain a Member of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee holder of such LLC Interest is admitted Restricted Securities or such holder's spouse, parents, siblings or descendants (any transferee referred to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; ), (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; or (iii) above being referred to herein as a "PERMITTED TRANSFEREE"); provided that no such transfer shall be made to any Permitted Transferee unless such Permitted Transferee shall have agreed in writing that such Permitted Transferee, as a Stockholder or Warrantholder (as the transferee accepts case may be), and agrees to the shares of Common Stock or Warrants it acquires shall be bound by and be entitled to the benefits of all the provisions of this Agreement by executing applicable to Common Stock or Warrants (as the case may be), and delivering a counterpart signature page hereto; and (iv) the transfer would not materially and adversely affect the treatment of the Company for tax purposes under the Code or the tax laws of any state in which the Company does businessupon such agreement such Permitted Transferee shall be entitled to such benefits.

Permitted Transfers. A. The restrictions on Transfers under contained in Section 8.1 10.01 shall not apply to any of the following Transfers (ieach, a “Permitted Transfer” and each transferee, a “Permitted Transferee”): (i)(A) a Transfer pursuant to a Redemption or Direct Exchange in accordance with Article XI hereof or (for any consideration or no considerationB) a Transfer by Inland or Cordish of all a Member to the Corporation or any part of its LLC Interest Subsidiaries, (ii) a Transfer to any 80% Owned an Affiliate of the transferor such Member or pursuant to applicable laws of descent and distribution or among such Member’s Family Group (provided that counsel (x) Units may not be Transferred to a Member’s spouse in connection with a divorce proceeding and (y) such Member retains exclusive voting control of the Units Transferred); provided, however, that (x) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units, and (y) in the case of the foregoing clause (ii), the Permitted Transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this Agreement, and prior to such Transfer the transferor will deliver a written notice to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on Company and the non-Transferring Member)Members, which notice will disclose in reasonable detail the identity of the proposed Permitted Transferee, or (iiiii) in the case of Management Holdings, (A) an indirect Transfer to any other Member. B. A permitted transferee by virtue of a Management Holdings Member pursuant Transferring any of its equity interests in Management Holdings to such Management Holdings Member’s Family Group (provided that (x) Units may not be Transferred to such Management Holdings Member’s spouse in connection with a divorce proceeding and (y) such Management Holdings Member retains exclusive voting control of the Units Transferred) and (B) a distribution of Units to a Management Holdings Member with respect to such Management Holdings Member’s interests in Management Holdings corresponding to such Units, but only if such Management Holdings Member has notified Management Holdings in writing under Section 8.1.A [__] of the Management Holdings LLC Agreement that it desires to have Management Holdings initiate the Redemption or 8.2.A Direct Exchange provisions of Article XI hereof that acquires with respect to such Units, and provided that, in the LLC Interest case of this clause (iii), any such distribution shall (1) occur on the date of, and immediately prior to, the applicable Redemption or Direct Exchange, (2) be accompanied by a distribution by Management Holdings to the applicable Management Holdings Member of a number of shares of Class B Common Stock equal to the number of Units so distributed and (3) be conditioned on the Management Holdings Member’s immediate Transfer of (a) such distributed Units to the Company or the Corporation (whichever is required by the Redemption or Direct Exchange, as applicable) and (b) of such distributed shares of Class B Common Stock to the Corporation, in each case, in accordance with Article XI hereof (and if the applicable Management Holdings Member fails to effect any such immediate Transfer of such Units or shares of Class B Common Stock, the distribution of such Units and shares of Class B Common Stock to such Management Holdings Member shall not be recognized by the Company as a Member deemed null and void and shall have only no effect). In the rights case of an assignee a Permitted Transfer of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A any Common Units by any Member who assigns all of its LLC Interest that is authorized to a permitted transferee (other than the other Member) hold Class B Common Stock in accordance with the provisions Corporation’s certificate of this Agreement shall nevertheless remain incorporation to a Member of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member Permitted Transferee in accordance with this Section 8.2.C. Upon 10.02, such Member (or any permitted assignment subsequent Permitted Transferee of an LLC Interest pursuant such Member) shall also transfer a number of shares of Class B Common Stock equal to the number of Common Units that were transferred by such Member (or subsequent Permitted Transferee) in the transaction to such Permitted Transferee. All Permitted Transfers are subject to the additional limitations set forth in Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer10.07(b). C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of this Agreement by executing and delivering a counterpart signature page hereto; and (iv) the transfer would not materially and adversely affect the treatment of the Company for tax purposes under the Code or the tax laws of any state in which the Company does business.

Permitted Transfers. A. The restrictions on Transfers under contained in Section 8.1 10.01 shall not apply to any of the following Transfers (ieach, a “Permitted Transfer” and each transferee in a Permitted Transfer, a “Permitted Transferee”): (i)(A) a Transfer pursuant to a Redemption or Direct Exchange in accordance with Article XI hereof or (for any consideration or no considerationB) a Transfer by Inland or Cordish of all a Member to PubCo or any part of its LLC Interest to any 80% Owned Affiliate of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member)Subsidiaries, or (iiii)(A) a Transfer to an Affiliate of such Member or (B) following the Management Elective Redemption Date, (1) a Transfer made by Management Holdings to any other Member. B. A permitted transferee of a Member pursuant Management Holdings Partner in connection with any Redemption or Direct Exchange to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) made in accordance with Article XI (which Transfer shall be permitted to occur following delivery by Management Holdings of a Redemption Notice in respect of Redeemed Units that correspond to Corresponding Management Units held by such Management Holdings Partners (and after which, such Management Holdings Partner shall be deemed to be the Redeeming Member with respect thereto)), and (2) if such Redemption or Direct Exchange cannot be or is not consummated, a subsequent Transfer by such transferee Member to Management Holdings with respect to the same Common Units; provided, however, that (x) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units, and (y) in the case of the foregoing clause (ii), the Permitted Transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this Agreement shall nevertheless remain (by delivery of a Member Joinder) and comply with the other requirements of Section 10.04 and, if applicable, Section 10.08, and prior to such Transfer the transferor will deliver a written notice to the Company, the Manager and, unless otherwise determined by the Manager, the Members, which notice will disclose in reasonable detail the identity of the Company subject proposed Permitted Transferee. In the case of a Permitted Transfer of any Common Units by any Member to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member Permitted Transferee in accordance with this Section 8.2.C. Upon 10.02, such Member (or any permitted assignment subsequent Permitted Transferee of an LLC Interest pursuant such Member) shall also transfer a number of shares of Class B Common Stock equal to the number of Common Units that were transferred by such Member (or subsequent Permitted Transferee) in the transaction to such Permitted Transferee. All Permitted Transfers are subject to the additional limitations set forth in Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer10.07. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of this Agreement by executing and delivering a counterpart signature page hereto; and (iv) the transfer would not materially and adversely affect the treatment of the Company for tax purposes under the Code or the tax laws of any state in which the Company does business.

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 shall (a) At any time, any stockholder who is not apply to any (i) Transfer (for any consideration or no consideration) by Inland or Cordish of all or any part of its LLC Interest to any 80% Owned Affiliate of the transferor Member (provided that counsel a party to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member), or (ii) Transfer to any other Member. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns Stockholders Agreement may transfer all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions of this Agreement shall nevertheless remain a Member of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right his or its shares of stock to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: or among (i) any of his or its Affiliates (as defined in Rule 12b-2 promulgated under the transferor and transferee have executed and acknowledged such instruments Securities Exchange Act of 1934, as the other Members may reasonably deem necessary or desirable to effect such Transfer; amended), (ii) a duly executed and acknowledged written instrument member of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; such stockholder’s immediate family, which shall include his spouse, children or grandchildren (“Family Members”) or (iii) a trust, corporation, partnership or limited liability company, all of the transferee accepts beneficial interests in which shall be held by such stockholder or one or more Family Members of such stockholder; provided, however, that during the period that any such trust, corporation, partnership or limited liability company holds any right, title or interest in any shares of stock, no person other than such stockholder or one or more Family Members of such stockholder may be or may become beneficiaries, stockholders, limited or general partners or members thereof; (the persons referred to in the preceding clauses (i), (ii) and agrees (iii) are each referred to hereinafter as a “Permitted Transferee”). A Permitted Transferee of shares of stock pursuant to this Section 37 may transfer its shares pursuant to this Section 37 only to the transferor stockholder or to a person that is a Permitted Transferee of such transferor stockholder. (b) If any such stockholder wishes to transfer shares of stock to a Permitted Transferee, such stockholder shall give notice to the corporation of its intention to make such a transfer not less than 10 days prior to effecting such transfer, which notice shall state the name and address of each Permitted Transferee to whom such transfer is proposed, the relationship of such Permitted Transferee to such stockholder, and the number of shares of stock proposed to be bound by all the provisions of this Agreement by executing and delivering a counterpart signature page hereto; andtransferred to such Permitted Transferee. (ivc) Notwithstanding the foregoing, no transfer may be made unless the transfer would not materially complies in all respects with applicable federal and adversely affect state securities laws. If requested by the treatment corporation, an opinion of counsel to such transferring stockholder shall be supplied to the Company for tax purposes under corporation, at such transferring stockholder’s expense, to the Code or the tax laws of any effect that such transfer complies with all applicable federal and state in which the Company does businesssecurities laws.

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 shall not apply Notwithstanding anything to the contrary in this Agreement, without complying with any other provisions of this Agreement, a Security Holder may Transfer any or all of such Security Holder’s Shares in the Company: (i) Transfer (by way of gift for any consideration or no consideration) by Inland or Cordish of all or any part of its LLC Interest estate planning purposes to any 80% Owned Affiliate member of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member), or Security Holder’s family; (ii) Transfer to any other Member. B. A permitted by will or the laws of descent and distribution (in which event each such transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized bound by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions of this Agreement shall nevertheless remain a Member of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company same extent as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, if such transferee were the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its placetransferring Security Holder); (iii) to a trust (a) in respect of which such Security Holder serves as trustee, provided that the trust instrument governing such trust shall provide that Security Holder as trustee, shall retain sole and exclusive control over the voting and disposition of such Shares until the termination of this Agreement and (b) which is for the benefit of any member or members of such Security Holder’s family; (iv) to any of such Security Holder’s partners if the Security Holder is a partnership, members of the Security Holder if the Security Holder is a limited liability company, shareholders of the Security Holder if the Security Holder is a corporation or entities or funds affiliated with the Security Holder if the Security Holder is a venture capital fund (each such transferee as described in clauses (i) through (iv), a “Permitted Transferee”); provided that any such Transfer shall not require the registration of any Shares in the Company under the Securities Act of 1933, as amended (the “Securities Act”), or other applicable legislation. No Transfer of Shares in the Company by an Existing Stockholder to a Permitted Transferee shall be effective if the purpose of such Transfer shall have been to circumvent the provisions of this Agreement. Any Transfer of Shares in the Company by an Existing Stockholder to a Permitted Transferee pursuant to this Section 3.9 shall be expressly conditioned upon the transferee accepts and agrees of such Shares becoming a party to this Agreement by executing an Instrument of Adherence substantially in the form attached hereto as Annex I (an “Instrument of Adherence”), in which event each such transferee shall be bound by all of the provisions of this Agreement by executing to the same extent as if such transferee were the transferor, and delivering a counterpart signature page hereto; and (iv) all Shares in the transfer would not materially and adversely affect Company transferred shall at all times remain subject to the treatment terms of this Agreement in the hands of the Company for tax purposes under transferee. As used herein, the Code word “family” shall include any spouse, lineal ancestor or the tax laws descendant, brother, sister, or legally adopted child of any state in which the Company does businesssuch person.

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 Shareholders shall be permitted to Transfer Shares as follows, which is illustrated in the table set forth in Exhibit B hereto: (a) with respect to Charter Oak, GEO Chemicals, Ahea▇▇ ▇▇▇ Eckm▇▇, ▇▇ the Company or its Affiliates, (b) with respect to Charter Oak, to any of its Affiliates (excluding any of its operating companies) and, in an aggregate amount of up to twenty percent (20%) of the fully-diluted outstanding equity of the Company, to any outside director(s) of the Company designated by Charter Oak, (c) with respect to GEO Chemicals, to Ahea▇▇ ▇▇ Eckm▇▇ ▇▇▇ as otherwise permitted by the GEO Chemicals Operating Agreement, entered into as of the date hereof, which shall not apply be amended, (d) with respect to any Ahea▇▇ ▇▇▇ Eckm▇▇, ▇▇ the respective Manager's parents, siblings, spouse or issue (i) Transfer (for any consideration or no consideration) by Inland or Cordish of all or any part of its LLC Interest to any 80% Owned Affiliate of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Memberincluding, without limitation, adopted issue), or (ii) Transfer to a trust or partnership for the exclusive benefit of any other Member. B. A one or more of the respective Manager, his parents, siblings, spouse or issue, and as otherwise permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires by the LLC Interest of a Member GEO Chemicals Operating Agreement, which shall not be recognized amended without the consent of Charter Oak, and (e) with respect to the Charter Oak Designees, to Charter Oak or to each other. Each of the persons referenced in clauses (b), (c) or (d) of the preceding sentence is sometimes hereinafter referred to as a "Permitted Transferee." Each Permitted Transferee shall be (a) bound by this Agreement with the same effect as if the Permitted Transferee were a Shareholder hereunder and (b) obligated to Transfer all Shares owned by the Permitted Transferee to the Company as a Member and shall have only when the rights of an assignee of Shareholder who transferred the transferor Member's LLC Interest, except upon compliance with Shares to the terms of Section 8.2.C. A Member who assigns Permitted Transferee becomes obligated to Transfer all of its LLC Interest Shares owned by that Shareholder pursuant to a permitted transferee (other than the other Member) in accordance with the provisions of this Agreement shall nevertheless remain a Member of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all Agreement. To memorialize the provisions of the foregoing sentence, each Permitted Transferee shall sign either a duplicate counterpart of this Agreement or, if requested by executing the Company, a modified version reflecting only the particular rights and delivering a counterpart signature page hereto; and (iv) obligations applicable to the transfer would not materially and adversely affect the treatment of the Company for tax purposes under the Code or the tax laws of any state in which the Company does businessPermitted Transferee.

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 shall not apply to any (i) Transfer (for any consideration or no consideration) by Inland or Cordish of all or any part of its LLC Interest to any 80% Owned Affiliate of the transferor Member (provided that counsel Notwithstanding anything to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect contrary contained in Section 4.2, the following Transfers (directly or indirectlyherein, the “Permitted Transfers”) on the non-Transferring Member), or shall be permitted hereunder: (iia) Transfer to any other Member. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) Lease entered into in accordance with the provisions Loan Documents; (b) a Permitted Encumbrance; (c) the transfer of this Agreement shall nevertheless remain publicly traded shares listed on the NYSE or NASDAQ in any indirect equity owner of Borrower; (d) provided no Event of Default is then continuing, a Transfer (other than a pledge, hypothecation, assignment or other encumbrance, or any creation or issuance of Debt-Like Preferred Equity) of any direct or indirect interest in Borrower related to or in connection with the estate, succession, wealth preservation or similar planning of such transferor to (1) an Immediate Family Member of the Company subject such interest holder (or to all the duties and obligations imposed on it under this Agreement until such time as the transferee partnerships or limited liability companies Controlled solely by one or more of such LLC Interest is admitted to interest holder and Immediate Family Members) or (2) a trust established for the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment benefit of an LLC Interest pursuant to Section 8.2such interest holder and/or or one or more Immediate Family Members, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfiedprovided that: (i) Borrower shall provide to Agent thirty (30) days prior written notice thereof; (ii) such Transfer shall not otherwise result in a change of Control of Borrower or change of the transferor day to day management and operations of the Property; (iii) Borrower shall continue to be a Special Purpose Bankruptcy Remote Entity and shall continue to be a Delaware single member limited liability company; (iv) if such Transfer would cause the transferee, together with its Affiliates, to acquire or to increase its direct or indirect interest in Borrower or any Person that Controls Borrower to an amount which equals or exceeds ten percent (10%), such transferee have executed must be a Qualified Transferee; (v) the Property shall continue to be managed by a property manager acceptable to Agent in its sole discretion and acknowledged acceptable to the applicable Rating Agencies; and (vi) if such Transfer shall cause the transferee together with its Affiliates to acquire or to increase its direct or indirect interest in Borrower to an amount which equals or exceeds forty-nine percent (49%), to the extent that Agent determines that the pairings in the most recently delivered non-consolidation opinion with respect to the Loan no longer apply, Borrower shall deliver to Agent a non-consolidation opinion in form and substance, and from counsel, reasonably satisfactory to Agent and satisfactory to the applicable Rating Agencies; (e) a Transfer (other than a pledge, hypothecation, assignment or other encumbrance, or any creation or issuance of Debt-Like Preferred Equity) of any direct or indirect interest in Borrower that occurs by devise or bequest, the dispositive, succession or similar transfer provisions of a trust, or by operation of law upon the death of a natural person that was the holder of such interest, provided that: (i) Borrower shall give Agent notice of such Transfer together with copies of all instruments as effecting such Transfer not less than thirty (30) days after the other Members may reasonably deem necessary or desirable to effect date of such Transfer; (ii) Borrower shall continue to be a duly executed Special Purpose Bankruptcy Remote Entity and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become Borrower shall continue to be a substituted Member in its placeDelaware single member limited liability company; (iii) the transferee accepts and agrees Property shall continue to be bound managed by all a property manager acceptable to Agent in its sole discretion and acceptable to the provisions applicable Rating Agencies; (iv) if such Transfer would cause the transferee, together with its Affiliates, to Control Borrower or to acquire or to increase its direct or indirect interest in Borrower or any Person that Controls Borrower to an amount which equals or exceeds ten percent (10%), then such transferee must be a Qualified Transferee; (v) if such Transfer shall cause a change of this Agreement Control of Borrower and the transferee is not (A) a Key Principal (directly or indirectly) or (B) the estate of a Key Principal (during the pendency of the settlement by executing the estate of such Key Principal and delivering such Transfer occurs as a counterpart signature page heretoresult of the death of such Key Principal), then (x) such Transfer shall be approved by Agent in writing within thirty (30) days after any such Transfer, which approval shall not be unreasonably withheld, and (y) from and after a Securitization, Borrower shall deliver a Rating Agency Confirmation from each applicable Rating Agency within sixty (60) days after any such Transfer (or such longer time as may reasonably be necessary for Borrower to obtain the Rating Agency Confirmations, provided Borrower is diligently pursuing same); and (ivvi) the transfer would not materially and adversely affect the treatment if such Transfer shall cause (x) a change of the Company for tax purposes under the Code or the tax laws Control of any state in which the Company does business.Borrower or

Permitted Transfers. A. The restrictions on (a) Notwithstanding anything to the contrary herein, subject to the terms and conditions of the Existing Financing, the following Transfers under Section 8.1 shall be deemed “Permitted Transfers” and shall not apply require the consent of the other Member, provided however that (a) any Permitted Transfer by CNL shall be subject to the Sunrise Purchase Option and, subject to Section 9.5(b) below, the transfer restrictions described in Section 9.5(a)(iii) and (b) any Permitted Transfer by Sunrise shall be subject to the CNL Put Right. (i) Transfer (for any consideration or no consideration) by Inland or Cordish of all or any part of Member may pledge its LLC Interest to any 80% Owned Affiliate of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member), or (ii) Transfer to any other Member. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee commercial lender in connection with a financing for the benefit of such Member or its Affiliates (other than the other Refinancing), provided, however, that the definitive loan documentation with such lender shall provide that such lender shall provide a copy to both Members hereunder of any notice with respect to such lender’s intent to realize upon the pledged Interest after an event of default under such financing, and the Member which is not subject to the financing shall have the same period as provided to the defaulting Member under the applicable loan documents to remedy or cause to be remedied the defaults specified in such notice (to the extent such defaults are capable of being remedied by such Member) in accordance with the provisions of this Agreement shall nevertheless remain ). All sums expended by a Member to cure the loan defaults of a defaulting Member under this Section 9.5(a)(i) shall be treated as a Member Loan hereunder. In the event the applicable defaults are not so cured and the lender realizes upon the defaulting Member’s Interest, such realization shall be a permitted Transfer hereunder; (ii) Sunrise and its successors and assigns may sell all or any portion of its Interest subject to the right of first offer in favor of CNL, on the terms set forth in Section 12.3 hereof; provided however, that with respect to the voting rights of any third party purchaser of a portion of the Company Sunrise Interest, such rights will be exercised by Sunrise on behalf of such purchaser as if Sunrise retained 100% of its Interest. (iii) CNL and its successors and assigns may, subject to the right of first offer in favor of Sunrise on the terms set forth in Section 12.3 hereof, assign or sell all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of its Interest to CNL Properties Trust, Inc., a Member's LLC Maryland corporation, provided that such entity (A) has total assets in excess of Two Hundred Million Dollars ($200,000,000), (B) has as its advisor (pursuant to an advisory agreement as to management, acquisition, advisory and administrative services) an Affiliate of CNL Financial Group, Inc., a Florida corporation, (C) is not known in the community as being of bad moral character, and (D) is not in control of or is controlled by any one or more persons who have been convicted of a felony involving turpitude in any state or federal court. (iv) CNL and its successors and assigns may, from and after the second Company Year and subject to the right of first offer in favor of Sunrise on the terms set forth in Section 12.3 hereof, sell all or a portion of its Interest to any party that is not (A) a Competitor of Sunrise or (B) HCP, Inc., a Maryland corporation (“HCP”), or Ventas, Inc., a Delaware corporation (“Ventas”) or their respective Affiliates and successors (such Persons referenced in clauses (A) and (B), each a “Restricted Transferee”); provided however, that with respect to the voting rights and the CNL Put Right of any third party purchaser of a portion of the CNL Interest, such rights will be exercised by CNL on behalf of such purchaser as if CNL retained 100% of its Interest. (b) Indirect Transfers of CNL’s Interest shall be subject to the restrictions set forth in Section 9.1, provided, however, that notwithstanding anything else contained in this agreement, CNL may sell its Interest without receiving the prior written consent of Sunrise in connection with a CLP Liquidity Event, provided that the transferee of CLP’s assets in accordance with such Liquidity Event is not a Restricted Transferee; provided further however that, from and after such CLP Liquidity Event, (i) the restriction on sales of CNL’s Interest by the successor to CNL in connection with such CLP Liquidity Event to HCP or Ventas or their respective Affiliates and successors shall continue only for a period to expire on the later of (y) two (2) years following such CLP Liquidity Event or (z) two (2) years following the expiration of the Purchase Option Lockout Period and (ii) notwithstanding the provisions of Section 12.1, if such CLP Liquidity Event (other than a CLP Liquidity Event constituting an initial public offering of the shares of CLP or any Affiliate thereof) occurs prior to expiration of the Purchase Option Lockout Period, Sunrise shall have the right to become a substituted Member in place of its transferor unless and until all exercise the Sunrise Purchase Option as of the following conditions are satisfied: (i) date of such CLP Liquidity Event. For purposes of clarification, the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention restriction on sales of the transferor that the transferee become CNL Interest to Competitors of Sunrise following a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of this Agreement by executing and delivering a counterpart signature page hereto; and (iv) the transfer would CLP Liquidity Event shall not materially and adversely affect the treatment of the Company for tax purposes under the Code or the tax laws of any state in which the Company does businessexpire.

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 shall not apply Anything contained in this Agreement to any the contrary notwithstanding (except subsection (f) below, to which this subsection (c) is subject): (i) Transfer (for any consideration or no consideration) by Inland or Cordish of all or any part of its LLC Interest to any 80% Owned Affiliate Units may be Transferred with the prior approval of the transferor Member (provided that counsel Board of Directors of the Managing General Partner, and the Units so Transferred shall be subject to all restrictions on Transfer and all other agreements, provisions, terms and conditions which are contained in this Agreement, unless the non-Transferring Member reasonably determines that Board of Directors of the Managing General Partner shall impose additional restrictions on such Transfer would not have Units or waive any adverse tax effect (directly or indirectly) existing restrictions on the non-Transferring Member), or such Units. (ii) Transfer Units may be Transferred (A) by a Partner or his Permitted Transferee to any other Member. B. A permitted transferee member of said Partner’s Family; (B) by a Permitted Transferee to a Partner who Transferred such Units to said Permitted Transferee; (C) to the personal representative of a Member pursuant to Section 8.1.A Partner or 8.2.A hereof that acquires Permitted Transferee who is deceased or adjudicated incompetent; (D) by the LLC Interest personal representative of a Member shall not be recognized Partner or his Permitted Transferee who is deceased or adjudicated incompetent to any member of said Partner’s Family; or (E) upon termination of a trust which is a Permitted Transferee, by the Company as a Member and shall have only trustee of such trust to the rights of an assignee of the transferor Member's LLC Interestperson or persons who, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions of said trust, are entitled to receive the Units held in trust, provided, however, that any Transfer of Units to a spouse in contemplation of, or in connection with, a divorce settlement shall not be a Permitted Transfer for purposes of this Agreement shall nevertheless remain Agreement. Notice of a Member of the Company subject Transfer proposed to all the duties and obligations imposed on it be made under this Agreement until such time as Section 19(c)(ii) shall be given by the transferee of such LLC Interest is admitted transferor to the Company Partnership at least fifteen (15) days prior to the proposed Transfer so that a determination can be made as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment to whether the requirements of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfersubsection (g) below will be satisfied. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) Units may be transferred by a Partner to the transferee accepts Partnership’s institutional lenders for collateral security purposes, and agrees to be bound by all the provisions Partnership’s lender in foreclosure of this Agreement by executing and delivering a counterpart signature page hereto; andits security interest in such Units; (iv) a Partner which is a corporation or partnership may transfer Units to its stockholders or partners, as the case may be, and such stockholders or partners, as the case may be, may transfer would not materially and adversely affect such Units to the treatment ultimate holders of equity interest in such stockholders or partners, as the Company case may be, or to a liquidating trust for tax purposes under the Code or the tax laws of any state in which the Company does businesstheir benefit.

Permitted Transfers. A. The restrictions on Transfers under set forth in Section 8.1 1 hereof shall not apply to any (i) Transfer (for any consideration or no consideration) the Transfer, if any, by Inland or Cordish Bitetti of all or any part up to 100,000 Shares to Eric Winston pursuant to that ▇▇▇▇▇▇▇ ▇▇▇re Purchase Agreement, dated as of its LLC Interest to any 80% Owned Affiliate of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member)April 3, 1995, by and between them, or (ii) any other Transfer by Bitetti to any other Member. B. A permitted transferee of a Member pursuant to Section 8.1.A person or 8.2.A hereof entity that acquires the LLC Interest of a Member shall not be recognized is approved in advance by the Company as Board of Directors of SSI/DE (the "Board"), which approval may be granted or denied in its sole and absolute discretion. Bitetti may, in addition, without the consent of the Board, Transfer Shares (i) by way of gift to his spouse, children, parents, siblings, aunts, uncles, nieces, nephews and cousins by blood or by marriage (collectively, "Family Members"), (ii) to any trustee, fiduciary, trust, partnership, limited liability company or other entity for the sole and exclusive benefit of himself or Family Members in connection with a Member bona fide estate planning transaction, or (iii) by way of bequest, devise or inheritance to any person or entity upon the death of Bitetti; provided, however, that in the case of any Transfer permitted by the foregoing clauses (i) and (ii), Bitetti shall give written notice describing such Transfer in reasonable detail to SSI/DE and Purchaser at least thirty (30) days prior to effecting such Transfer, the Shares so Transferred shall remain subject to the provisions hereof, and the transferee shall have only executed and delivered to SSI/DE and Purchaser, prior to the rights completion of such Transfer, an assignee appropriate instrument in form and substance reasonably satisfactory to SSI/DE and Purchaser confirming such transferee's assumption of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns and agreement to all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions of this Agreement shall nevertheless remain a Member Agreement. For purposes of the Company subject to all the duties and obligations imposed on it proviso contained in Section 1 hereof, any Shares owned or held by a permitted transferee under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: clauses (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the preceding sentence shall be treated as owned by Bitetti and any subsequent Transfer of Shares by such permitted transferee become shall be treated as a substituted Member in its place; (iii) the transferee accepts and agrees to be bound Transfer by all the provisions of this Agreement by executing and delivering a counterpart signature page hereto; and (iv) the transfer would not materially and adversely affect the treatment of the Company for tax purposes under the Code or the tax laws of any state in which the Company does businesshim.

Permitted Transfers. A. The restrictions on Transfers under transfer set forth in Section 8.1 2(a) shall not apply to any Transfer of Common Stock (i) Transfer by an individual Management Stockholder to a wholly-owned company (an “Estate Company”), provided that (1) the relevant Management Stockholder manages such Estate Company and shall be its legal representative and executive officer, (2) the relevant Management Stockholder controls such Estate Company, and (3) the Estate Company does not contract or subscribe for any consideration borrowing, loan, cash facility or advance of any kind except for shareholders’ advances that may be granted by the relevant Management Stockholder, and the Estate Company does not grant any security, or any right whatsoever over or relating to the shares that it holds or its own security, (ii) to a trust or vehicle established solely for the benefit of one or more member of a Management Stockholder’s Family Group solely for estate planning purposes (the “Trust”), provided that (1) the relevant Management Stockholder and Trust shall be jointly and severally obligated with respect to all obligations under this Agreement, and (2) the relevant trustees of the Trust provide such evidence of identity as Sponsor may require for anti-money laundering purposes, (iii) in the event of such Management Stockholder’s death, pursuant to will or applicable laws of descent or distribution, or (iv) to his or her legal guardian (in case of any mental incapacity); provided that the restrictions contained in this Agreement will continue to be applicable to such Common Stock after any Transfer pursuant to this Section 2(c). At least 15 days prior to the Transfer of Common Stock pursuant to this Section 2(c) (other than in the case of Transfers pursuant clause (iii) or (iv) above, in which case as promptly as practical following such Transfer), the transferee(s) will deliver a written notice to the Company, which notice shall disclose in reasonable detail the identity of such transferee(s), and such transferee shall agree to be bound by the terms of this Agreement applicable to the transferring Management Holder. Notwithstanding the foregoing, no considerationManagement Holder hereto shall avoid the provisions of Section 2(a) by Inland (A) making one or Cordish more Transfers to one or more Permitted Transferees and then disposing of all or any part portion of its LLC Interest to such party’s interest in any 80% Owned Affiliate such Permitted Transferee or (B) Transferring the securities of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect entity holding (directly or indirectly) on the non-Transferring Member), or (ii) Transfer to any other MemberCommon Stock. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions of this Agreement shall nevertheless remain a Member of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of this Agreement by executing and delivering a counterpart signature page hereto; and (iv) the transfer would not materially and adversely affect the treatment of the Company for tax purposes under the Code or the tax laws of any state in which the Company does business.

Permitted Transfers. A. The restrictions on Transfers under set forth in this ------------------- Section 8.1 2 shall not apply to any Transfer of Registrable Securities, Max Re Non-Voting Common Shares, Management Warrants, Western General Warrants or Warrants by a Shareholder to its Affiliates (i) Transfer (for a "Permitted Transferee"); provided, assuming compliance with any consideration or no consideration) by Inland or Cordish of all or any part of its LLC Interest to any 80% Owned Affiliate required approval of the transferor Member (provided Bermuda Monetary -------- Authority, that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member), or (ii) Transfer to any other Member. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions of this Agreement shall nevertheless remain a Member of continue to be applicable to the Company subject to all Registrable Securities, Max Re Non-Voting Common Shares, Management Warrants, Western General Warrants or Warrants after any Transfer above and the duties and obligations imposed on it under this Agreement until such time as the transferee transferees of such LLC Interest is admitted to the Company as a substitute Member Registrable Securities, Max Re Non-Voting Common Shares, Management Warrants, Western General Warrants or Warrants shall agree in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees writing to be bound by all the provisions of this Agreement by executing and delivering shall be deemed a counterpart signature page hereto"Shareholder" for purposes of this Agreement; and (iv) the transfer would not materially and adversely affect the treatment provided, further that if a -------- ------- Permitted Transferee ceases to be an Affiliate of the Company for tax purposes under Transferring Shareholder, the Code Registrable Securities, Max Re Non-Voting Common Shares, Management Warrants, Western General Warrants or Warrants held by such Person shall be deemed to have been Transferred and shall be subject to the tax laws provision of any state in which Section 2(a) upon discovery by the Company does businessof such change in status. Upon the Transfer of Registrable Securities, Max Re Non-Voting Common Shares, Management Warrants, Western General Warrants or Warrants pursuant to this Section 2(c) each transferee will deliver a written notice to the Company or, where concerning any share or warrant of Max Re, Max Re, which notice will disclose in reasonable detail the identity of such transferee.

Permitted Transfers. A. The restrictions on Notwithstanding the foregoing, the Township hereby consents, without the necessity of further approvals from any entity to the following Transfers of interest in Redeveloper, the Property, or the Project (“Permitted Transfers”): (1) After Government Approvals have been obtained, Transfer of fee title of the Property and the Project or a significant interest therein and assignment by the Redeveloper of its rights under Section 8.1 shall not apply to any this Redevelopment Agreement, but only upon the following conditions: (i) Transfer (for any consideration such lease or no consideration) by Inland assignment must be to an entity controlling, controlled by, or Cordish of all or any part of its LLC Interest to any 80% Owned Affiliate under common control of the transferor Member Redeveloper, including but not limited to an urban renewal entity formed by Redeveloper pursuant to N.J.S.A. 40A:20-4; (provided that counsel ii) the successor and assignee of the Redeveloper shall assume all of the obligations of the Redeveloper hereunder, but the Redeveloper shall remain primarily liable for the performance of the Redeveloper’s obligations; (iii) a copy of the fully executed written instrument of lease and assignment and assumption of this Redevelopment Agreement shall be promptly delivered to the non-Transferring Member reasonably determines that Authority; and (iv) such conveyance or assignment does not violate any of the Government Approvals; (2) Execution of any mortgage or the Transfer would not have to the holder of any adverse tax effect mortgage or mortgages and other liens, security interests and encumbrances; (directly or indirectly) on the non-Transferring Member), or (ii3) Transfer to any institutional purchaser (such as JPMorgan ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, Prudential Life Insurance Company, CALPERS, or other Member. B. A permitted transferee entities having similar stature, and any Affiliate thereof) of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee any portion of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions of this Agreement shall nevertheless remain a Member of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed Project or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such TransferProperty; (ii4) a duly executed and acknowledged written instrument After the Commencement of transfer has been filed with the Company setting forth the intention Construction, Transfer to any end user of any portion of the transferor that the transferee become a substituted Member in its placeProject, whether as tenant, sub-tenant or purchaser; (iii5) Transfer to another urban renewal entity, as that term is defined in the transferee accepts LTTEL; (6) A Transfer to an Affiliate of the Redeveloper or to one of the Existing Members or to an Affiliate of one of the Existing Members; (7) Transfer to any third party to which easements would conventionally be granted in connection with services, including without limitation, municipal service providers, utility authorities, and agrees to be bound by all the provisions of this Agreement by executing cable, media and delivering a counterpart signature page heretophone companies; and (iv) the transfer would not materially and adversely affect the treatment of the Company for tax purposes under the Code or the tax laws of any state in which the Company does business.

Permitted Transfers. A. The restrictions on Transfers Each of the Holders hereby agrees that, until it and any permitted transferees under Section 8.1 shall not apply to any paragraph (ic) Transfer or (for any consideration or no considerationf) by Inland or Cordish hereunder have disposed of all or any part of its LLC Interest to any 80% Owned Affiliate of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (Acquired Shares, it will not, directly or indirectly, without the prior written consent of SkyTerra, sell, distribute, transfer or otherwise dispose (in each case, a “Disposition”) on of any Acquired Shares except: (a) sales of Acquired Shares pursuant to the non-Transferring Member), Resale Registration Statement; or (b) sales of Acquired Shares pursuant to Rule 144 under the Securities Act; or (c) sales or (ii) Transfer transfers of Acquired Shares to any Person or group of related Persons who would immediately thereafter not own or have the right to acquire or vote with respect to Common Shares consisting of, in the aggregate, more than ten percent (10%) (with each Person, other Member. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee than Affiliates of the transferor Member's LLC Interesttransferring Holder, except upon compliance considered individually and not in the aggregate with other transferees) of the total combined voting power of all Common Shares then outstanding; provided, however, that in each such case, the transferee shall receive and hold such Acquired Shares subject to, and the transferee and all of the transferees’ Affiliates shall agree to be bound by, all the terms of Section 8.2.C. A Member who assigns all this Agreement, which terms shall also inure to the benefit of its LLC Interest to a permitted transferee (other than the other Member) such transferees, and there shall be no further transfer of such Acquired Shares, except in accordance with the provisions of this Agreement shall nevertheless remain Section 5.1; or (d) a Member bona fide pledge of or the Company subject granting of a security interest in the Acquired Shares to all the duties and obligations imposed on an institutional lender for money borrowed, provided that such lender acknowledges in writing that it under has received a copy of this Agreement until and agrees, upon its becoming the owner of, or obtaining dispositive authority with respect to or in connection with any disposition of, any such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2Acquired Shares, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of this Agreement by executing and delivering a counterpart signature page heretoin connection with any right it may have to dispose of any such Acquired Shares (and, upon agreeing so to be bound, the provisions of this Agreement shall inure to the benefit of such party); andor (ive) sales or transfers of Acquired Shares pursuant to a tender or exchange offer; or (f) dispositions of Acquired Shares (i) by BCE or any subsidiary of BCE to any subsidiary of BCE or to a successor corporation of BCE or (ii) by any Holder whos is not BCE or a subsidiary of BCE to any subsidiary of such Holder or to a successor of such Holder or to an Affiliate of such Holder; provided, however, that in each such case, the transfer would not materially transferee shall receive and adversely affect hold such Acquired Shares subject to, and the treatment transferee and all of the Company for tax purposes transferees’ Affiliates shall agree to be bound by, all the terms of this Agreement, which terms shall also inure to the benefit of such transferees, and there shall be no further transfer of such Acquired Shares, except in accordance with the provisions of this Section 5.1; or (g) dispositions pursuant to any merger, consolidation, reorganization or recapitalization to which SkyTerra is a party or in connection with any reclassification of the Acquired Shares; provided, that in the event that any Holder seeks to effect a Disposition of any Acquired Shares pursuant to clauses (b), (c) or (f) of this Section 5.1, (i) such Disposition is made in compliance with applicable securities laws, and (ii) prior to such Disposition, BCE shall have delivered to SkyTerra an opinion of counsel stating that such Disposition (A) is permitted by this Agreement and (B) does not require registration under the Code Securities Act; provided, that with respect to Dispositions pursuant to Section 5.1(b) or (f), such opinion shall only be required if requested by SkyTerra’s transfer agent and in any event no opinion shall be required for Dispositions pursuant to Rule 144(k) under the tax laws of any state in which the Company does businessSecurities Act.

Permitted Transfers. A. The restrictions on (a) Notwithstanding anything to the contrary herein, subject to the terms and conditions of the Refinancing, the following Transfers under Section 8.1 shall be deemed “Permitted Transfers” and shall not apply to any (i) Transfer (for any consideration or no consideration) by Inland or Cordish of all or any part of its LLC Interest to any 80% Owned Affiliate require the consent of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member), or (ii) Transfer to any other Member. B. A (i) Any Member may pledge its Interest to a commercial lender in connection with a financing for the benefit of such Member or its Affiliates (other than the Refinancing); provided that any such pledge would not contravene the terms and conditions of the Loan Documents; and provided further however, that the definitive loan documentation with such lender, shall provide that: (i) such lender acknowledges and agrees that such pledge, and the lien and security interest created thereby, shall be subject and subordinate to any lien and security interest on such Member’s Interest (whether then existing or thereafter created) which secures a Member Loan made to such Member, and such lender shall covenant and agree to duly execute and deliver such documents that may be reasonably requested by the Contributing Member to evidence such subordination, and (ii) such lender shall provide a copy to both Members hereunder of any notice with respect to such lender’s intent to realize upon the pledged Interest after an event of default under such financing, and the Member which is not subject to the financing shall have the same period as provided to the defaulting Member under the applicable loan documents to remedy or cause to be remedied the defaults specified in such notice (to the extent such defaults are capable of being remedied by such Member). All sums expended by a Member to cure the loan defaults of a defaulting Member under this Section 9.5(a)(i) shall be treated as a Member Loan hereunder. In the event the applicable defaults are not so cured and the lender realizes upon the defaulting Member’s Interest, such realization shall be a permitted transferee Transfer hereunder. Each Member acknowledges and agrees that the Company shall not be required to bear any costs or expenses in connection with a financing of the type described in this Section 9.5(a)(i) (including, without limitation, any fees, costs or expenses payable to any Lender on account of such financing), and all such costs and expenses shall be borne solely by the Member to whom (or to the Affiliate of whom) such financing is made. In no event shall any such costs or expenses incurred by a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions immediately prior sentence entitle such Member to a Capital Account credit hereunder. (ii) GCI and its successors and assigns may sell all or any portion of this Agreement shall nevertheless remain its Interest subject to the right of first offer in favor of CHT, on the terms set forth in Section 12.2 hereof; provided however, that with respect to the voting rights of any third party purchaser of a Member portion of the Company GCI Interest, such rights will be exercised by GCI on behalf of such purchaser as if GCI retained 100% of its Interest. (iii) CHT and its successors and assigns may sell all or any portion of its Interest subject to all the duties and obligations imposed right of first offer in favor of GCI, on it under this Agreement until the terms set forth in Section 12.2 hereof; provided however, that with respect to the voting rights of any third party purchaser of a portion of the CHT Interest, such time as the transferee rights will be exercised by CHT on behalf of such LLC Interest is admitted purchaser as if CHT retained 100% of its Interest. (iv) CHT and its successors and assigns may, subject to the Company as a substitute Member right of first offer in accordance with favor of GCI on the terms set forth in Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.212.2 hereof, the transferor and transferee shall file with the Company an executed assign or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole sell all or a portion of its Interest to a REIT sponsored by CNL Financial Group, Inc., a Florida corporation, or its Affiliates. (b) Indirect Transfers of a Member's LLC ’s Interest shall have be subject to the right to become a substituted restrictions set forth in Section 9.1, provided, however, that notwithstanding anything else contained in this agreement, any Member may sell its Interest without receiving the prior written consent of the other Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) connection with a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of this Agreement by executing and delivering a counterpart signature page hereto; and (iv) the transfer would not materially and adversely affect the treatment of the Company for tax purposes under the Code or the tax laws of any state in which the Company does businessLiquidity Event.

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 shall not apply to any (i) Transfer (for any consideration or no consideration) by Inland or Cordish of Any Member may transfer all or any part portion of its LLC such Member's Interest to any 80% Owned of the following (collectively, "PERMITTED TRANSFEREES") without complying with the provisions of Section 6.01: (a) Any Affiliate of such Member; (b) Any other Member of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member)Company, or (ii) Transfer subject to any other Member. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the applicable rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) first offer and/or refusal in accordance with the provisions of this Agreement shall nevertheless remain Section 6.03; (c) At any time on or after the Opening, any person or entity other than a Member of the Company Prohibited Transferee, subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee any applicable rights of such LLC Interest is admitted to the Company as a substitute Member first offer and/or refusal in accordance with the provisions of Section 8.2.C. Upon 6.03; (d) To an institutional lender as a pledge or security for any permitted loan; and the Members agree to execute any separate consent to assignment reasonably required by such institutional lender; or (e) Any transferee approved in the sole discretion of an LLC Interest the other Member, provided that it is not a Prohibited Transferee. In addition, any Member may transfer ownership interests in such Member (which transfers would otherwise be a prohibited indirect transfer pursuant to Section 8.26.01 above), the transferor and transferee shall file without complying with the Company an executed or authenticated copy provisions of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until Section 6.01, provided that all of the following conditions are satisfied: (i1) The transfer of interests in such Member is made solely for the transferor purposes of raising capital to be contributed by the Member to the Company pursuant to a Contribution Notice, and transferee have executed such transfer is made within the three hundred sixty (360) day period beginning one hundred eighty (180) days before a Contribution Notice and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transferending one hundred eighty (180) days after a Contribution Notice; (ii2) a duly executed and acknowledged written instrument The owners of the Member transfer has been filed an interest in such Member continue to control the management interests of such Member following the transfers, with the Company setting forth the intention of the transferor result that the transferee become a substituted Board representatives appointed by such Member in its placetransferring indirect interests shall remain unchanged following such transfers; (iii3) the The transfer is not to a Prohibited Transferee; (4) The Non-Transferring Member reasonably approves of such transfer, unless such transferee accepts and agrees to be bound by all the provisions of this Agreement by executing and delivering a counterpart signature page heretois an Institutional Investor; and (iv5) The Transferring Member gives the transfer would not materially Non-Transferring Member advance notice of such intended transfer, and adversely affect for a period of thirty (30) days the treatment Non-Transferring Member shall have an exclusive right of first negotiation with respect to such transfer. After the Company for tax purposes under end of said thirty (30) day period, the Code or the tax laws Non-Transferring Member's right of any state in which the Company does businessfirst negotiation shall expire.

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 Notwithstanding anything to the contrary herein, the provisions of Sections 2 and 3 hereof shall not apply to any of the following transfers (each, a “Permitted Transfer”): (i) Transfer in the case of a Current Holder or Investor that is an entity, to a transfer by such Current Holder or Investor to an Associated Entity of such Current Holder or Investor; (ii) to a repurchase of Capital Stock from a Current Holder or Investor by the Company at a price no greater than that originally paid by such Current Holder or Investor for any consideration such Capital Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the members of the Board of Directors, including at least one director designated by an Investor other than the Selling Holder (if the Selling Holder is an Investor); (iii) to a repurchase of Capital Stock from a Holder pursuant to Section 5(b); (iv) in the case of a Current Holder or no consideration) Investor who is a natural Person, to a transfer of Capital Stock by Inland such Current Holder or Cordish of all Investor, either on death by will or any part of its LLC Interest intestacy to his or her Immediate Family Members or during his or her lifetime to any 80% Owned Affiliate custodian or trustee for the account of the transferor Member a Current Holder (provided that counsel such transferor must provide the Company with advance written notice of such transfer); (v) in the case of a Current Holder or Investor who is a natural Person, to a transfer of Capital Stock by such Current Holder or Investor during his or her lifetime to such Current Holder’s Immediate Family Members (provided that such transferor must provide the Company with advance written notice of such transfer and such transfer must be approved by the Board of Directors); or (vi) any other transfer excluded from Section 2 and/or Section 3 by the approval of Holders constituting a Requisite Approval; provided, however, notwithstanding any such Permitted Transfer pursuant to clauses (i), (iv), (v) or (vi), (A) such transferred Capital Stock shall remain Capital Stock for all purposes hereunder, and such transferee shall be treated as a Current Holder (in the event the transferor was a Current Holder) or Investor (in the event the transferor was an Investor) (but only with respect to the non-Transferring Member reasonably determines that securities so transferred to the transferee) for all purposes of this Agreement (including the obligations with respect to Proposed Transfers of such Transfer would not have any adverse tax effect Capital Stock pursuant to Sections 2 and 3); and (directly or indirectlyy) on the non-Transferring Member), or (ii) Transfer to any other Member. B. A permitted transferee of a Member pursuant such Capital Stock must first agree in writing in advance to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized bound by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance comply with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the applicable provisions of this Agreement shall nevertheless remain a Member of to the Company subject to all the duties and obligations imposed on it under this Agreement until such time same extent as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfertransferring Holder. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of this Agreement by executing and delivering a counterpart signature page hereto; and (iv) the transfer would not materially and adversely affect the treatment of the Company for tax purposes under the Code or the tax laws of any state in which the Company does business.

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 (a) Anything herein to the contrary notwithstanding, the provisions of Sections 1, 2 and 3 shall not apply to any a Transfer to: (i) Transfer the spouse, children, parents or siblings of such Holder (for any consideration or no consideration) by Inland or Cordish of all or any part of its LLC Interest to any 80% Owned Affiliate of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Membercollectively, “Family Members”), or (ii) the estate of such Holder, (iii) any trust solely for the benefit of such Holder or any Family Member(s) (a “Family Trust”), (iv) any partnership, corporation or limited liability company which is controlled by such Holder or any such Family Member(s) (“Family Wealth Planning Entity”); provided that, any change in the beneficiaries of a Family Trust or the equity holders of a Family Wealth Planning Entity which results in such Family Trust not being solely for the benefit of a Holder or the Family Members of such Holder or the Family Wealth Planning Entity not being controlled by such Holder or the Family Members of such Holder shall be a Transfer of Shares which is subject to the provisions of Sections 1, 2 and 3, and (v) the Company pursuant to the repurchase of Shares of Common Stock from officers, employees, directors or consultants of the Company which are subject to restrictive stock purchase agreements under which the Company has the option to repurchase such shares upon the occurrence of certain events, including termination of employment. In addition, anything herein to the contrary notwithstanding, the provisions of Sections 1, 2 and 3 shall not apply to a Transfer by an Investor to (w) any other Memberentities controlled by, controlling or under common control with such Investor, (x) if the Investor is a partnership, any partners, former partners or affiliated partnerships managed by the same manager or managing partner or management company, or managed by an entity controlling, controlled by, or under common control with, such manager or managing partner or management company, (y) stockholders, members or equity holder of such Investor transferor (or to a liquidating trust for the benefit of such partners or members) or (z) from a grantor trust to its grantors or to an affiliated entity (each an “Investor Permitted Transferee”). B. A permitted (b) In the event of any such Transfer, other than pursuant to subsection (a)(v) of this Section 4, the transferee of the Shares shall hold the Shares so acquired with all the rights conferred by, and subject to all the restrictions imposed by this Agreement, and as a Member condition to such Transfer, other than pursuant to subsection (a)(v) of this Section 8.1.A or 8.2.A hereof that acquires 4, each such transferee shall execute and deliver an Instrument of Accession in the LLC Interest form of a Member shall not Schedule II agreeing to be recognized bound by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions of this Agreement Agreement. (c) The provisions of Sections 1, 2 and 3 shall nevertheless remain a Member of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted not apply to the Company as sale of Shares by a substitute Member Holder or Investor in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest a firm commitment underwritten public offering pursuant to Section 8.2a registration statement filed with, and declared effective by, the transferor Securities and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of this Agreement by executing and delivering a counterpart signature page hereto; and (iv) the transfer would not materially and adversely affect the treatment of the Company for tax purposes Exchange Commission under the Code or Securities Act of 1933, as amended (the tax laws of any state in which the Company does business“Securities Act”) (“IPO”).

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 shall not apply to any (ia) Transfer (for any consideration or no consideration) by Inland or Cordish of all or any part of its LLC Interest to any 80% Owned Affiliate of No transfer may be effected unless it is the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member), or (ii) Transfer to any other Member. B. A permitted transferee subject of a Member pursuant bona fide written offer to Section 8.1.A purchase for cash a part or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions of this Agreement shall nevertheless remain a Member of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest (an "Offer") delivered to such Member (a "Selling Member") by one or more potential transferees (including, without limitation, any other Member). If a Selling Member desires to accept such Offer, such Selling Member shall provide written notice (the "Notice of Offer"), which shall be irrevocable for a period of sixty (60) days after delivery thereof, of the portion of such Member's Interest proposed to be transferred (the "Available Member's Interest") and the terms of the proposed Transfer of the Available Member's Interest to the Company and all other Members (the "Non-selling Members"). The Selling Member shall also provide to the Company and the Non-selling Members evidence that the proposed transferee(s) intends, and is financially able, to consummate such transaction on the terms set forth in the Notice of Offer. (b) The Company shall have the right irrevocable option, but not the obligation (the "Company Option"), to become a substituted redeem the Available Member's Interest on the terms set forth in the Notice of Offer. If the Company elects to exercise the Company Option, it shall do so by giving written notice hereof (the "Company Notice") to the Selling Member in place of its transferor unless and until all of the Non-selling Members within thirty (30) days following conditions are satisfied:the date of the Notice of Offer (the "Company Option Period"). Failure by the Company to give a Company Notice within the Company Option Period shall be deemed to constitute an election by the Company not to exercise the Company Option. If the Company exercises the Company Option, the Company shall then have the obligation to redeem the Available Member's Interest on the terms set forth in the Notice of Offer on a date specified by the Company, which date shall be within sixty (60) days following the date of the Notice of Offer. (ic) If the transferor and transferee Company does not exercise the Company Option to redeem the Available Member's Interest, each of the Non-selling Members shall have executed and acknowledged such instruments as the irrevocable option, but not the obligation (the "Purchase Option"), to purchase any or all of the Available Member's Interest on the terms set forth in the Notice of Offer. Any Non-selling Member that elects to exercise the Purchase Option shall do so by giving written notice thereof to the Selling Member, all of the other Non-selling Members may reasonably deem necessary or desirable to effect such Transfer; and the Company, within thirty (ii30) a duly executed and acknowledged written instrument of transfer has been filed with days following the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of this Agreement by executing and delivering a counterpart signature page hereto; and (iv) the transfer would not materially and adversely affect the treatment expiration of the Company for tax purposes under Option Period (the Code or "Member Option Period"), that such Non-selling Member elects to exercise the tax laws Purchase Option. If the aggregate amount of any state in which Available Member's Interest elected to be purchased by all electing Non-selling Members exceeds the Available Member's Interest, then the Available Member's Interest shall be allocated on a pro rata basis among such electing Non-selling Members based on the Interests owned by each such electing Non-selling Member and the total Interests owned by all electing Non-selling Members and taking into account the amount of Available Member's Interest each such Non-selling Member wishes to purchase. If the Non-Selling Members exercise the Purchase Option, the closing of the purchase of the Available Member's Interest shall be held at the corporate office of the Company does businessat a time mutually agreed by the parties no later than ninety (90) days following the date of the Notice of Offer. (d) If, upon the expiration of the Member Option Period, all of the Available Member's Interest has not been elected to be purchased, then all rights of the Non-selling Members with respect to the Purchase Option shall be deemed to have been extinguished and the Selling Member may effect the Transfer of its Interest pursuant to the Offer; provided, however, that the conditions specified in Section 10.3 hereof are satisfied. (e) Notwithstanding anything to the contrary contained in this Section 10, each of PHL and PXRE may, solely upon compliance with Section 10.3 hereof, transfer any of its Interest to any Affiliate.

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 shall not apply to (a) Any transfer of Shares, any (i) Transfer (for any consideration or no consideration) by Inland or Cordish of all or any part of its LLC Interest to any 80% Owned Affiliate of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member), or (ii) Transfer to any other Member. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions of this Agreement shall nevertheless remain a Member of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all make and/or capitalize irrevocable contributions or any instrument or obligation convertible into shares of the following conditions are satisfied:Company, and the creation of any Lien thereon, other than as expressly permitted in this Agreement, is prohibited, shall be void and ineffectual, and shall not operate to transfer any interest of title in the Shares to the purported transferee. (ib) Unless otherwise agreed to in writing by the transferor Parties, any transfer of Shares (including any transfer made pursuant to a public offering) shall not release the Party transferring such Shares from any liabilities or obligations it may have hereunder with respect to liabilities and transferee have executed and acknowledged obligations incurred prior to the date of such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfertransfer; (iic) a duly executed Notwithstanding any provision in this Agreement, ISL may transfer its Shares and acknowledged written instrument of transfer has been filed with consummate any other transactions as provided in that certain Corporate Reorganization Agreement to be entered into among the Company setting forth and ISL substantially in the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of this Agreement by executing and delivering a counterpart signature page heretoform attached hereto as Exhibit A; and (ivd) the Each Party may transfer would not materially and adversely affect the treatment its Shares and/or assign any right to make and/or capitalize irrevocable contributions or any instrument or obligation convertible into shares of the Company for tax purposes under to any Subsidiary or Affiliate thereof; provided that the Code or transferor shall provide the tax laws other Party, at the other Party’s request, with evidence reasonably satisfactory to such Party that such transfer complies with the requirements established herein; provided, further, that, in connection with any transfer of Shares and/or assignment of any state in which right to make and/or capitalize irrevocable contributions or any instrument or obligation convertible into shares of the Company does businessto any Affiliate that is not a Subsidiary of that Party, such Affiliate shall enter into an agreement substantially in the terms of this Agreement with the other Party as a condition precedent to any such transfer and/or assignment. (e) Notwithstanding any other provision of this Agreement, any transfer of Shares and/or assignment of any right to make and/or capitalize irrevocable contributions or any instrument or obligation convertible into shares of the Company pursuant to any of paragraphs (c) and (d) of this Section shall not be subject to any condition or requirement, nor shall it give rise to any right or obligation hereunder other than those specifically set forth in the relevant paragraph.

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 shall not apply to any (i) Transfer (for any consideration or no consideration) by Inland or Cordish Each of the Holders hereby agrees that, until it has disposed of all or any part of its LLC Interest to any 80% Owned Affiliate of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (Acquired Shares, it will not, directly or indirectly, without the prior written consent of Motient, sell, distribute, transfer or otherwise dispose (in each case, a “Disposition”) on of any Acquired Shares, except: (a) sales of Acquired Shares pursuant to the non-Transferring Member), Resale Registration Statement; or (b) sales of Acquired Shares pursuant to Rule 144 under the Securities Act; or (c) sales or (ii) Transfer transfers of Acquired Shares to any Person or group of related Persons who would immediately thereafter not own or have the right to acquire or vote with respect to Common Shares consisting of, in the aggregate, more than five percent (5%) (with each Person, other Member. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee than Affiliates of the transferor Member's LLC Interesttransferring Holder, except upon compliance considered individually and not in the aggregate with the other transferees) of the total combined voting power of all Common Shares then outstanding; provided, however, that in each such case, the transferee shall receive and hold such Acquired Shares subject to, and the transferee and all of the transferees’ Affiliates shall agree to be bound by, all the terms of Section 8.2.C. A Member who assigns all this Agreement, which terms shall also inure to the benefit of its LLC Interest to a permitted transferee (other than the other Member) such transferees, and there shall be no further transfer of such Acquired Shares, except in accordance with the provisions of this Agreement shall nevertheless remain Section 5.1; or (d) a Member bona fide pledge of or the Company subject granting of a security interest in the Acquired Shares to all the duties and obligations imposed on an institutional lender for money borrowed, provided that such lender acknowledges in writing that it under has received a copy of this Agreement until and agrees, upon its becoming the owner of, or obtaining dispositive authority with respect to or in connection with any disposition of, any such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2Acquired Shares, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of this Agreement by executing and delivering a counterpart signature page heretoin connection with any right it may have to dispose of any such Acquired Shares (and, upon agreeing so to be bound, the provisions of this Agreement shall inure to the benefit of such party); andor (ive) sales or transfers of Acquired Shares pursuant to a tender or exchange offer; or (f) dispositions of Acquired Shares by any Holder to any wholly owned subsidiary of such Holder or to a successor corporation of such Holder or to an Affiliate of such Holder; provided, however, that in each such case, the transfer would not materially transferee shall receive and adversely affect hold such Acquired Shares subject to, and the treatment transferee and all of the Company for tax purposes transferees’ Affiliates shall agree to be bound by, all the terms of this Agreement, which terms shall also inure to the benefit of such transferees, and there shall be no further transfer of such Acquired Shares, except in accordance with the provisions of this Section 5.1; or (g) dispositions pursuant to any merger, consolidation, reorganization or recapitalization to which Motient is a party or in connection with any reclassification of Common Shares; or (h) dispositions of Acquired Shares by a Fund to its beneficial owners; provided, that (i) in the event that any Holder seeks to effect a Disposition of any Acquired Shares pursuant to clauses (b), (c), (f), or (h) of this Section 5.1, such Disposition is made in compliance with applicable securities laws, and (ii) prior to any Disposition pursuant to clause (b), if requested by Motient’s transfer agent (other than with respect to sales of Acquired Shares pursuant to Rule 144(k) under the Code Securities Act), or in any Disposition pursuant to clauses (c), or (f), such Holder shall have delivered to Motient an opinion of counsel stating that such Disposition (A) is permitted by this Agreement and the tax laws applicable Columbia/Spectrum Exchange Agreement and (B) does not require registration under the Securities Act. Upon a disposition of Acquired Share pursuant to Section 5.1(h) to its beneficial owners, such beneficial owners shall hold the Acquired Shares free of any state in which restrictions under this Agreement and shall not be required to become parties to this Agreement; provided that the Company does businessapplicable Fund distributing the Acquired Shares shall act as a representative to such beneficial owners receiving Acquired Shares for purposes receiving notifications pursuant to this Agreement.

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 A General Partner shall not apply have the right to any (i) Transfer (for but not to substitute the transferee as a General Partner in such General Partner’s stead) all or any consideration part of such General Partner's General Partnership Interest provided that (a) the Transfer would not result in the “termination” of the Partnership pursuant to Section 708 of the Code, (b) except in the case of a Transfer to an Affiliate of the transferor, the Transfer occurs no earlier than six (6) months after the Effective Date, (c) except in the case of a Transfer to an Affiliate of such General Partner, the remaining General Partners (if any) and a Class B Limited Partner Majority have consented in writing to such Transfer and the proposed transferee, (d) the Transfer complies with the requirements of this Agreement, (e) the transferor has delivered to the remaining General Partners (if any) and the Limited Partners an opinion of counsel reasonably satisfactory to the remaining General Partners and the Limited Partners that neither the Transfer nor any offering in connection therewith is required to be registered under either the Securities Act of 1933, as amended, or no considerationany applicable state securities laws and that such Transfer does not adversely affect any exemption from registration that was available to the Partnership, (f) by Inland or Cordish to the extent applicable, the Transfer (and the organizational documents of the Transferee) complies with the requirements of the LGS Lease and the LGS Equity Investors’ Agreement, including applicable requirements to maintain the Partnership's status as a Special Purpose Bankruptcy Remote Entity, and the Transferee has agreed to be Party to the LGS Equity Investors’ Agreement. Any transferee desiring to make a further Transfer of all or any part of its LLC a General Partnership Interest shall be subject to all of the provisions of this Article XI to the same extent and in the same manner as any General Partner desiring to make any such Transfer. The Limited Partners hereby agree to not unreasonably withhold consent to any 80% Owned Affiliate of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member), or (ii) Transfer to any other Member. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) made in accordance with the provisions of this Agreement Section 11.2 and not prohibited by Section 11.1. A Person shall nevertheless remain not cease to be a Member General Partner upon the Transfer of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC General Partner's General Partnership Interest is unless and until the transferee(s) thereof has (have) been admitted to the Company Partnership as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest successor general partner pursuant to Section 8.211.5(a). Upon such admission, the transferor and transferee successor general partner automatically shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or be deemed to have exercised a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of carry on the Partnership, and the Partnership shall not be deemed to have dissolved and be required to wind up its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of this Agreement by executing and delivering a counterpart signature page hereto; and (iv) the transfer would not materially and adversely affect the treatment of the Company for tax purposes under the Code or the tax laws of any state in which the Company does businessaffairs.

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 shall not apply Notwithstanding anything to the contrary contained in this Investor Rights Agreement, during the Lock-Up Period, the Holders may Transfer, without the consent of PubCo, any of such Person’s Lock-Up Shares to (i) any of such Person’s Permitted Transferees, upon written notice to PubCo and, in the case of such a Transfer by the Sponsor (for any consideration or no consideration) by Inland or Cordish of all or any part of its LLC Interest to any 80% Owned Affiliate of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Memberincluding a Founder Holder), the Seller Representative, and in the case of such a Transfer by a Seller or its Permitted Transferees, the Sponsor, (ii) Transfer (a) in the case of a Management Holder, a charitable organization, upon written notice to PubCo, (b) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (c) in the case of an individual, pursuant to a qualified domestic relations order; or (d) pursuant to any liquidation, merger, stock exchange or other Member. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns similar transaction which results in all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions of this Agreement shall nevertheless remain a Member of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have PubCo’s stockholders having the right to become exchange their shares of Common Stock for cash, securities or other property subsequent to the Business Combination or (iii) a substituted Member charitable organization through a Charitable Distribution (which for avoidance of doubt shall be deemed separate from a Transfer pursuant to clause (ii)(a) above); provided, that in place connection with any Transfer of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable Lock-Up Shares pursuant to effect such Transfer; clause (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; above, (iiix) the transferee accepts restrictions and agrees obligations contained in Section 4.1 and this Section 4.2 will continue to apply to such Lock-Up Shares after any Transfer of such Lock-Up Shares and such Transferee shall agree to be bound by all such restrictions and obligations in writing and acknolwedged by PubCo, and (y) the provisions Transferee of such Lock-Up Shares shall have no rights under this Investor Rights Agreement, unless, for the avoidance of doubt, such Transferee is a Permitted Transferee in accordance with this Investor Rights Agreement. Any Transferee of Lock-Up Shares who is a Permitted Transferee of the Transferor pursuant to this Section 4.2 shall be required, at the time of and as a condition to such Transfer, to become a party to this Investor Rights Agreement by executing and delivering a counterpart signature page hereto; and joinder in the form attached to this Investor Rights Agreement as Exhibit A, whereupon such Transferee will be treated as a Party (ivwith the same rights and obligations as the Transferor) for all purposes of this Investor Rights Agreement. Notwithstanding the transfer foregoing provisions of this Section 4.2, a Holder may not make a Transfer to a Permitted Transferee if such Transfer has as a purpose the avoidance of or is otherwise undertaken in contemplation of avoiding the restrictions on Transfers in this Agreement (it being understood that the purpose of this provision includes prohibiting the Transfer to a Permitted Transferee (A) that has been formed to facilitate a material change with respect to who or which entities Beneficially Own the underlying Lock-Up Shares, or (B) followed by a change in the relationship between the Holder and the Permitted Transferee (or a change of control of such Holder or Permitted Transferee) after the Transfer with the result and effect that the Holder has indirectly made a Transfer of Lock-Up Shares by using a Permitted Transferee, which Transfer would not materially and adversely affect the treatment of the Company for tax purposes have been directly permitted under the Code or the tax laws of any state this Article IV had such change in which the Company does businesssuch relationship occurred prior to such Transfer).

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 Stockholders acknowledge and agree that any of the following transfers of Stockholder Shares shall not apply be permitted without the prior written consent of the Principal Stockholders (and each of the persons to whom a transfer is made pursuant to any of clause (a), (b), (c) or (d) (other than, in the case of clause (d), a transfer pursuant to clause (i) Transfer (for any consideration or no consideration) by Inland or Cordish of all or any part of its LLC Interest to any 80% Owned Affiliate of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member), or (ii) Transfer to any other Member. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interestproviso thereto) of this Section 3.01 is herein called a "Permitted Transferee"): (a) a counterpart hereof (including a counterpart Schedule I) and such further documents as may be necessary, except upon compliance with in the terms opinion of Section 8.2.C. A Member who assigns all both of its LLC Interest the Principal Stockholders, to make it a party hereto; (b) a transfer made to a permitted transferee (other than the other Member) in accordance with the provisions descendant of this Agreement shall nevertheless remain Jose▇▇ ▇▇▇▇▇▇▇▇, ▇▇., ▇▇ a Member of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee spouse of such LLC Interest is admitted a descendant, or to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2trust, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor beneficiaries and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary trustees of which, or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention corporation, partnership or limited liability company, all of the transferor stockholders or partners or members of which, include only the Stockholder, a descendant of Jose▇▇ ▇▇▇▇▇▇▇▇, ▇▇., ▇▇ a spouse of such a descendant, or a trust for the sole benefit of one or more of the foregoing; provided, however, that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by this Agreement as if named a Stockholders herein and executes a counterpart hereof (including a counterpart Schedule I) and such further documents as may be necessary, in the opinion of both of the Principal Stockholders, to make it a party hereto; (c) a transfer by a Permitted Transferee of any Stockholder to such Stockholder or to any other Permitted Transferee of such Stockholder; provided, however, that the transferee agrees to be bound by this Agreement as if named a Stockholder herein and executes a counterpart hereof (including a counterpart Schedule I) and such further documents as may be necessary, in the opinion of both of the Principal Stockholders, to make it a party hereto; (d) a transfer made as a gift to a charitable organization; provided, however, that the transferee agrees to be bound by this Agreement as if named a Stockholder herein and executes a counterpart hereof (including a counterpart Schedule I) and such further documents as may be necessary, in the opinion of both of the Principal Stockholders, to make it a party hereto, unless (i) such transfer to any one organization or group of related organizations in any calendar year does not exceed 5,000 shares (adjusted for any stock splits, dividends or combinations subsequent to the Effective Date made to all holders of Common Stock) of Class A Stock (after giving effect to Section 3.03) or (ii) the provisions entering into of this Agreement by executing the transferee would eliminate or materially reduce the tax benefits to the transferor associated with such gift; (e) a transfer of Class B Stock by the Trust established for the benefit of Viol▇ ▇▇▇▇▇▇▇▇ ▇▇▇suant 5 5 to paragraph FIFTH of the Last Will and delivering Testament of Jose▇▇ ▇▇▇▇▇▇▇▇, ▇▇. upon the death of Viol▇ ▇▇▇▇▇▇▇▇, ▇▇rsuant to clause (A) of subparagraph III of such paragraph FIFTH; (f) a counterpart signature page heretotransfer made to (i) a financial institution in connection with a pledge or foreclosure of a pledge made to secure a bona fide personal loan or (ii) the Company in connection with a pledge or foreclosure of a pledge made to secure indebtedness or any other obligation to the Company; provided, that any pledge entered into after the Effective Date shall provide that as a condition to any foreclosure on any shares of Class B Stock, such shares shall be converted into or exchanged for shares of Class A Stock in accordance with Section 3.03; and (ivg) a transfer made as a gift to any person of not in excess of 2,000 shares (adjusted for any stock splits, dividends or combinations subsequent to the transfer would not materially and adversely affect the treatment Effective Date made to all holders of the Company for tax purposes under the Code or the tax laws Common Stock) of Class A Stock (after giving effect to Section 3.03) in any state in which the Company does businesscalendar year.

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 shall not apply (a) Subject to any (i) Transfer (for any consideration or no consideration) by Inland or Cordish of all or any part of its LLC Interest to any 80% Owned Affiliate of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member), or (ii) Transfer to any other Member. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions of this Agreement Article 9, the following Transfers of Shares shall nevertheless remain a Member be permitted, without the prior written consent of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfiedFounders: (i) a Transfer of the transferor whole or any portion of a Shareholder’s Shares to any of its Affiliates, in compliance with the following: (A) the Shareholder must give at least five (5) Business Days’ prior Notice of any such Transfer to the Corporation and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer;Shareholders; and (iiB) a duly executed and acknowledged written instrument no proposed Transfer of transfer has been filed with the Company setting forth the intention Shares to an Affiliate shall be effective until each of the transferor that Affiliate and the transferee become a substituted Member in its place; (iii) Transferring Shareholder complies with Section 9.7, Section 9.8 and Section 9.12 and the transferee accepts and Affiliate agrees to be bound by all the terms and provisions of this Agreement by executing the form attached hereto as Schedule 1; or (ii) a Transfer of the whole or any part of a Shareholder’s Shares, other than to any of its Affiliates, in compliance with the following: (A) no Shareholder may Transfer the whole or any part of its Shares to a Person that is a Competitor without the prior approval of the other Shareholders, which approval may be unilaterally and delivering a counterpart signature page heretoarbitrarily withheld, and subject to such conditions as such other Shareholders consider in their sole discretion to be appropriate; (B) the Transferring Shareholder must give prior Notice of any such Transfer to the Corporation and the other Shareholders; and (ivC) the transfer would not materially right of first refusal provided in Section 9.4 and adversely affect the treatment restrictions contained in this Article 9. (iii) A Transfer of the Company whole or any part of a Shareholder’s Shares, other than to any of its Affiliate, in compliance with the following: (A) the Transferring Shareholder has obtained prior written consent of all the other Shareholders; and (B) the restrictions contained in Article 9. (b) At all times after the Transfer of Shares to an Affiliate pursuant to Section 9.3(a), the Transferring Shareholder will remain jointly and severally liable with the Affiliate for tax purposes the performance of the obligations of the Transferring Shareholder and the Affiliate under the Code or the tax laws this Agreement and for otherwise complying with this Agreement. (c) The completion of any state Transfer pursuant to Section 9.3(a) (a “Sale Transaction”) will take place on the Closing Date in which the Company does business.accordance with Section 9.8. In this Section 10.3(c), “Closing Date” means:

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 Notwithstanding the foregoing or anything to the contrary herein, the provisions of Subsections 3.1, 3.2 and 3.3 shall not apply (a) in the case of a Stockholder that is an entity, upon a transfer by such Stockholder to any subsidiary or parent corporation equity holders, (ib) to a repurchase of Transfer (Stock from a Stockholder by the Company at a price no greater than that originally paid by such Stockholder for any consideration or no consideration) such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by Inland or Cordish of all or any part of its LLC Interest to any 80% Owned Affiliate a majority of the transferor Member Board of Directors, or (provided c) in the case of a Stockholder that counsel is a natural person, upon a transfer of Transfer Stock by such Stockholder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy, to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect his or her spouse, parent, brother, sister, child (directly natural or indirectly) on the non-Transferring Memberadopted), or (ii) Transfer to any other Member. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions of this Agreement shall nevertheless remain a Member of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee direct lineal descendant of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed Stockholder (or authenticated copy of the written instrument of assignment his or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until her spouse) (all of the following conditions foregoing collectively referred to as “family members”), or any other person approved by unanimous consent of the Board of Directors of the Company, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are satisfied: owned wholly by such Stockholder or any such family members; (ieach of the transferees in the foregoing subsections (a), (b) and (c) hereinafter a “Permitted Transferee”) provided that in the transferor and transferee have executed and acknowledged such instruments as case of clause(s) (a) or (c), the Stockholder shall deliver prior written notice to the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed Stockholders and acknowledged written instrument of transfer has been filed with the Company setting of such gift or transfer and such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth the intention of the transferor in this Agreement and such transferee shall, as a condition to such issuance, deliver a counterpart signature page to this Agreement as confirmation that the such transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to shall be bound by all the provisions terms and conditions of this Agreement by executing as the Stockholder (but only with respect to the securities so transferred to the transferee), including the obligations with respect to Proposed Transfers of such Transfer Stock pursuant to Section 3; and delivering a counterpart signature page hereto; and (iv) provided further in the transfer would not materially and adversely affect the treatment of the Company for tax purposes under the Code or the tax laws case of any state transfer pursuant to clause (a) or (c) above, that such transfer is made pursuant to a transaction in which the Company does businessthere is no consideration actually paid for such transfer.

Permitted Transfers. A. The restrictions on (a) Subject to the limitations of Section 3.7, the following Transfers (the "Permitted Transfers") shall be permitted under this Agreement, and shall ------------------- not be subject to the provisions of Section 8.1 shall not apply to any 3.5 or Section 4: (i) Transfer transfers not involving a change in beneficial ownership; (for ii) transfers in transactions involving the distribution without consideration of Restricted Securities by the holder to any consideration of its partners, or no considerationretired partners, or to the estate of any of its partners or retired partners; (iii) any transfer by Inland the holder to (A) any individual or Cordish of all entity controlled by, controlling or under common control with, such holder, (B) any individual or entity with respect to which such holder (or any part person controlled by, controlling or under common control with, such holder) has the power to direct investment decisions or (C) any person who is the spouse of, or a lineal ancestor or descendent of, such holder, or a trust, partnership or limited liability company all the beneficiaries of its LLC Interest to any 80% Owned Affiliate of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that which are one or more such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member)persons, or (iiiv) in transactions in compliance with Commission Rule 144; provided, however, that, if, after such Transfer is made, such securities continue to any other Member. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company Restricted Securities, then as a Member and condition to the Transfer (1) the party receiving such Restricted Securities shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with agree in writing to be bound by the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions of this Agreement applicable to the Existing Stockholders or Purchasers, as the case may be, as if such transferee were an original party hereto and (2) any such Restricted Securities shall nevertheless remain a Member of the Company continue to be subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest Agreement. (b) No Transfer pursuant to this Section 8.2, the transferor 3.4 shall be permitted (and transferee any such Transfer shall file with the Company an executed or authenticated copy be void and of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor no effect) unless and until all of the following conditions are satisfied: (i) the transferor requirements of Section 3.3 are satisfied and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) if such Transfer is to a duly executed Third Party, such Third Party shall agree in writing, in form and acknowledged written instrument of transfer has been filed with substance satisfactory to the Company setting forth the intention of the transferor that the transferee Company, to become a substituted Member in its place; (iii) the transferee accepts bound, and agrees to be bound becomes bound, by all the provisions terms of this Agreement by executing and delivering a counterpart signature page hereto; and (iv) the transfer would not materially and adversely affect the treatment of the Company for tax purposes under the Code or the tax laws of any state in which the Company does businessAgreement.

Permitted Transfers. A. The restrictions on Transfers under a. Except as otherwise provided in this Section 8.1 8(b), each Member holding Series A Preferred Interests shall not apply have the right to any (i) Transfer (for any consideration or no consideration) but not to substitute the transferee as a substitute Member in such Member’s place, except in accordance with Section 8(c)), by Inland or Cordish of a written instrument, all or any part of its LLC Interest to any 80% Owned Affiliate such Member’s Series A Preferred Interests, if, and only if: (1) the Manager determines in advance that the Transfer will comply with the registration requirements of the transferor Member Securities Act of 1933 and any applicable state or other securities laws (provided including any exemption therefrom); (2) the Manager determines in advance that counsel the Transfer will not cause the Company to become a Publicly Traded Partnership; and (3) if such Transfer consists of the transfer of ownership of any Series A Preferred Interest (A) the transferee has executed an instrument accepting and adopting the terms and provisions of the Certificate and this Agreement; (B) the transferee has executed and become a party to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect Registration Rights Agreement; and (directly or indirectlyC) on the non-Transferring Member), or (ii) Transfer transferee has caused to any other Member. B. A permitted transferee be paid all reasonable expenses of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company in connection with the admission of the transferee as a Member and shall have only substitute Member. In making the rights determinations referenced in the prior sentence, the Manager may require the proposed transferor, the proposed transferee or others to provide such evidence of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms registration requirements referenced above, including an opinion of counsel, certificates or other documentation, as it may reasonably request. b. Except as otherwise provided in this Section 8.2.C. A 8(b), each Member who assigns all of its LLC Interest holding Common Interests shall have the right to a permitted transferee Transfer (other than the other Member) in accordance with the provisions of this Agreement shall nevertheless remain a Member of the Company subject but not to all the duties and obligations imposed on it under this Agreement until such time as substitute the transferee of such LLC Interest is admitted to the Company as a substitute Member in such Member’s place, except in accordance with Section 8.2.C. Upon 8(c)), by a written instrument, all or any permitted assignment part of such Member’s Common Interests, if, and only if: (1) the Manager has given its prior approval, which may be withheld in its sole discretion for any reason or no reason, and (2) if such Transfer is a transfer of ownership of any Common Interest, (A) the transferee has executed an instrument accepting and adopting the terms and provisions of the Certificate and this Agreement; and (B) the transferee has caused to be paid all reasonable expenses of the Company in connection with the admission of the transferee as a substitute Member. c. No Transfer of an LLC Interest pursuant to Section 8.2, shall be effective or reflected on the transferor books and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of this Agreement by executing and delivering a counterpart signature page hereto; and (iv) the transfer would not materially and adversely affect the treatment records of the Company for tax purposes under the Code or the tax laws of any state its transfer agent except in which the Company does businessaccordance with this Section 8.

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 A Holder may not sell, transfer or dispose of any Shares or Rights except as expressly permitted by this Article II; provided, that nothing herein shall not apply prevent any Shares from being sold, transferred or otherwise disposed of to the following persons or entities ("Permitted Transferees"): (a) In the case of any individual Holder, to any (i) Transfer (for Family Member thereof whether pursuant to an intervivos gift or pursuant to the laws of descent or to any consideration corporation, partnership, trust or no consideration) other entity which is owned solely by Inland such individual Holder and his Family Members; and distribution or Cordish in the case of all ▇▇▇▇▇▇ and Electra, to any officer, director or stockholder thereof, any "associate of a licensee," as defined in 13 CFR 107.3, or any part of its LLC Interest entity controlled by, controlling or under common control with ▇▇▇▇▇▇, Provident or Electra; provided, that said donee or transferee executes and delivers to any 80% Owned Affiliate the Corporation for the benefit of the transferor Member (provided that counsel Corporation and the other Stockholders, concurrently with the acceptance of such gift or transfer, a written instrument, signifying his, her or its consent to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member), or (ii) Transfer to any other Member. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized bound by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns this Agreement and any amendments hereto and to the assumption of all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the terms and provisions of this Agreement shall nevertheless remain a Member and any amendments hereto and provided further, that, if required by the Corporation, such transferor provides the Corporation with an opinion of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted securities counsel acceptable to the Company Corporation that such transfer is exempt from registration under the Securities Act of 1933, as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2amended, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transferapplicable state securities laws; (iib) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its placeBy ▇▇▇▇▇▇, Electra or Provident to ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇; (iiic) In the transferee accepts and agrees case of the Shares or Rights held by ▇▇▇▇▇▇ or Provident to any person if such transfer is ordered or required by any governmental body or agency with jurisdiction over ▇▇▇▇▇▇ or Provident, as applicable, or their respective corporate affiliates or determined by ▇▇▇▇▇▇ or Provident, as applicable, to be bound necessary in order to comply with any laws or regulations applicable to it or its corporate affiliates; (d) In the case of the Shares or Rights held by Electra, to Electra ▇▇▇▇▇▇▇ Equity Partners or any Affiliate (as defined in the Securities Purchase Agreement) of Electra; (e) In the case of the Provident Warrant, to any assignee of all of Provident's rights pursuant to the provisions of this Agreement by executing Credit Agreement, dated July 31, 1995, between Provident and delivering a counterpart signature page heretothe Corporation to the extent permitted thereby; and (ivf) In the case of Shares or Rights held by ▇▇▇▇▇▇, Electra or Provident, to any person if such transfer would does not materially and adversely affect result in a violation of Section 2.4(a), in the treatment case of Electra, Section 2.9(b) or, in the Company for tax purposes under the Code or the tax laws case of any state in which the Company does businessProvident, Section 2.10(b).

Permitted Transfers. A. The Notwithstanding anything to the contrary contained herein, the following transactions are exempt from the Transfer restrictions contained in this Article IV: M▇ ▇▇▇▇▇▇’▇ Transfer of any or all of the Restricted Shares (a) held either during his lifetime or on Transfers under Section 8.1 shall not apply death by will or intestacy to his immediate family or (b) to any custodian or trustee for the account of M▇ ▇▇▇▇▇▇ or M▇ ▇▇▇▇▇▇’▇ immediate family or (ic) Transfer (for any consideration or no consideration) by Inland or Cordish of all or any part of its LLC Interest to any 80% Owned Affiliate corporation, limited partnership or limited liability company of which the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Membercontrolling stockholder(s), general partner(s) or member(s) are either M▇ ▇▇▇▇▇▇ or members of M▇ ▇▇▇▇▇▇’▇ immediate family or (iid) any trust exclusively for the account of M▇ ▇▇▇▇▇▇ or M▇ ▇▇▇▇▇▇’▇ immediate family (each a “Permitted Transfer”, with each recipient of Restricted Shares in a Permitted Transfer being a “Permitted Transferee”). “Immediate family” as used herein means a spouse, lineal descendant, father, mother, brother, or sister of M▇ ▇▇▇▇▇▇. In the case of each Permitted Transfer, the Permitted Transferee will receive and hold such Restricted Shares subject to any other Member. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions of this Article IV and any other restrictions and obligations set forth in this Agreement and any other agreement to which the Restricted Shares may then be subject with such changes in the terms hereof and thereof as the Board shall nevertheless remain determine in good faith are necessary as a Member result of the Company subject change in holder of the Restricted Shares from M▇ ▇▇▇▇▇▇ to all the duties and obligations imposed on it under Permitted Transferee, and, as conditions precedent to the effectiveness of such Permitted Transfer, such Permitted Transferee will acknowledge the same in writing by executing a counterpart, joinder or other instrument of adherence to this Agreement until such time as and to any other applicable agreement with respect to the transferee Restricted Shares then in effect, each in a form reasonably acceptable to the Board, and there will be no further Transfer of such LLC Interest is admitted to the Company as a substitute Member Restricted Shares except in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor this Article IV and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of this Agreement by executing and delivering a counterpart signature page hereto; and (iv) the transfer would not materially and adversely affect the treatment of the Company for tax purposes under the Code or the tax laws of any state in which the Company does businessother applicable agreement.

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 shall not apply With respect only to any the Common Shares to be acquired from BCE (iwhich are to be issued by Motient in an unregistered transaction) Transfer (for any consideration or no consideration) by Inland or Cordish the “”BCE Shares”), each of the Holders hereby agrees that, until it has disposed of all or any part of its LLC Interest to any 80% Owned Affiliate of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (BCE Shares, it will not, directly or indirectly, without the prior written consent of Motient, sell, distribute, transfer or otherwise dispose (in each case, a “Disposition”) on of any BCE Shares, except: (a) sales of BCE Shares pursuant to the non-Transferring Member), Resale Registration Statement; or (b) sales of BCE Shares pursuant to Rule 144 under the Securities Act; or (c) sales or (ii) Transfer transfers of BCE Shares to any Person or group of related Persons who would immediately thereafter not own or have the right to acquire or vote with respect to Common Shares consisting of, in the aggregate, more than five percent (5%) (with each Person, other Member. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee than Affiliates of the transferor Member's LLC Interesttransferring Holder, except upon compliance considered individually and not in the aggregate with the other transferees) of the total combined voting power of all Common Shares then outstanding; provided, however, that in each such case, the transferee shall receive and hold such BCE Shares subject to, and the transferee and all of the transferees’ Affiliates shall agree to be bound by, all the terms of Section 8.2.C. A Member who assigns all this Agreement, which terms shall also inure to the benefit of its LLC Interest to a permitted transferee (other than the other Member) such transferees, and there shall be no further transfer of such BCE Shares, except in accordance with the provisions of this Agreement shall nevertheless remain Section 5.1; or (d) a Member bona fide pledge of or the Company subject granting of a security interest in the BCE Shares to all the duties and obligations imposed on an institutional lender for money borrowed, provided that such lender acknowledges in writing that it under has received a copy of this Agreement until and agrees, upon its becoming the owner of, or obtaining dispositive authority with respect to or in connection with any disposition of, any such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2BCE Shares, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of this Agreement by executing and delivering a counterpart signature page heretoin connection with any right it may have to dispose of any such BCE Shares (and, upon agreeing so to be bound, the provisions of this Agreement shall inure to the benefit of such party); andor (ive) sales or transfers of BCE Shares pursuant to a tender or exchange offer; or (f) dispositions of BCE Shares by any Holder to any wholly owned subsidiary of such Holder or to a successor corporation of such Holder or to an Affiliate of such Holder; provided, however, that in each such case, the transfer would not materially transferee shall receive and adversely affect hold such BCE Shares subject to, and the treatment transferee and all of the Company for tax purposes transferees’ Affiliates shall agree to be bound by, all the terms of this Agreement, which terms shall also inure to the benefit of such transferees, and there shall be no further transfer of such BCE Shares, except in accordance with the provisions of this Section 5.1; or (g) dispositions pursuant to any merger, consolidation, reorganization or recapitalization to which Motient is a party or in connection with any reclassification of Common Shares; or provided, that (i) in the event that any Holder seeks to effect a Disposition of any BCE Shares pursuant to clauses (b), (c) or (f) of this Section 5.1, such Disposition is made in compliance with applicable securities laws, and (ii) prior to any Disposition pursuant to clause (b), if requested by Motient’s transfer agent (other than with respect to sales of BCE Shares pursuant to Rule 144(k) under the Code Securities Act), or in any Disposition pursuant to clauses (c) or (f), such Holder shall have delivered to Motient an opinion of counsel stating that such Disposition (A) is permitted by this Agreement and (B) does not require registration under the tax laws of any state in which the Company does businessSecurities Act.

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 shall not apply to any (ia) Transfer (for any consideration or no consideration) by Inland or Cordish of all or any part of its LLC Interest to any 80% Owned Affiliate of Notwithstanding the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member)foregoing limitations, or (ii) Transfer to any other Member. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions of this Agreement shall nevertheless remain a Member of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest each Partner shall have the right to become a substituted Member in place transfer all (but not less than all) of its transferor unless and until Partnership Interest in the Partnership as described in this Section 13.02 (a Partner so transferring such interest, a "Transferring Partner"). (b) A Partner may transfer its Partnership Interest (i) to any Affiliate of such Partner; (ii) to any other Person approved by all of the following conditions are satisfied:Partners; or (iii) to any other Person in compliance with the procedure outlined in Section 13.03. (c) It shall be a condition precedent to any transfer described in this Section 13 that: (i) the transferor transferee shall, by an instrument or document in form satisfactory to the Partnership and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee its counsel, become a substituted Member in its place; (iii) the transferee accepts party to and agrees assume and agree to be bound by all provisions of this Agreement, including the provisions of this Section 13, and to assume all obligations of the transferor Partner with respect to this Agreement and the Partnership Interest being transferred; (ii) unless otherwise unanimously agreed to by executing the Partners, the Partnership shall have received, prior to the transfer, an opinion of counsel acceptable to the Management Committee that such transfer will not terminate the Partnership for federal income tax purposes; (iii) such transferee shall pay or make satisfactory arrangements to pay, in the opinion of the Management Committee, all reasonable costs and delivering a counterpart signature page hereto; and expenses incurred by the Partnership in connection with such transfer and (iv) in the case of a transfer to a Partner's Affiliate, that the Transferring Partner advises the other Partner(s) in writing of such transfer within seven (7) days following such transfer. (d) Upon the transfer would not materially of its Partnership Interest in accordance with this Section, a Transferring Partner shall thereupon cease to be a Partner and adversely shall be relieved of liability hereunder; its transferee shall thereupon be substituted in its place hereunder, and all references herein to Partners shall include such transferee, but no such transfer shall otherwise affect the treatment rights or obligations of any of the Company for tax purposes parties hereto. (e) The Partners intend that any transfer permitted hereby shall not result in a termination of the Partnership and, notwithstanding, any "dissolution" of the Partnership under the Code Act, the Partnership shall continue to hold the Partnership Assets in accordance with the terms of this Agreement and there shall be no liquidation or winding up of the tax laws of any state in which the Company does businessPartnership hereunder.

Permitted Transfers. A. The restrictions on (a) Other than Permitted Transfers, no Transfer will be permitted prior to Completion of Construction of the Project without the written Approval of the City Manager. (b) Each of the following Transfers under Section 8.1 shall not apply to any be permitted hereunder without the City’s Approval (“Permitted Transfers”): (i) a Transfer prior to the Completion of Construction of a direct or indirect interest in Developer, provided that (for any consideration or i) there is no consideration) by Inland or Cordish change of all or any part of its LLC Interest to any 80% Owned Affiliate Control of the transferor Member Developer as it exists on the Effective Date as a result of such Transfer, (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect ii) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (a) holds, directly or indirectly, not less than ten percent (10%) on of the nonownership interests of Developer, (b) serves, directly or indirectly, as a manager of the Developer, and (c) exercises, directly or indirectly, day-Transferring Memberto-day operational control over the Developer (clause (ii)(a), or (iiii)(b) Transfer to any other Member. B. A permitted and (ii)(c), collectively, the “Ownership and Control Requirement”) (iii) such transferee of satisfies the “Acceptable Owner Criteria” set forth on Exhibit “A” attached hereto, if such transferee is a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires Proposed Major Transferee (iv) the LLC Interest of a Member shall not be recognized by the Company as a Member City is given written notice thereof together with true and shall have only the rights of an assignee correct copies of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) applicable information required under Exhibit “A” attached hereto and in accordance with the provisions of this Agreement shall nevertheless remain a Member of the Company subject time frames set forth on Exhibit “A” attached hereto in order for City Manager to all the duties and obligations imposed on it under this Agreement until such time as confirm that the transferee is an Acceptable Owner, if such transferee is a Proposed Major Transferee; (v) no Event of such LLC Interest Default has occurred and is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor continuing and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until (vi) all of the following conditions precedent to the effectiveness of such Transfer as set forth in Section 5.5 hereof are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed one-time Transfer constituting an assignment by Residential Developer of its interest in this Agreement and/or by Commercial Developer of its interests in this Agreement, each to a new special purpose entity having the same legal and acknowledged written instrument beneficial ownership as Residential Developer or Commercial Developer, as applicable, immediately prior to such Transfer (subject only to Permitted Transfers in accordance with clause (i) above and at all times subject to the Ownership and Control Requirement), to the extent required by a Construction Lender or Mezzanine Lender as a condition to such financing and provided that such Transfer shall occur only once during the Term by each of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its placeResidential Developer and Commercial Developer; (iii) Any Transfer, if in accordance with the transferee accepts terms and agrees conditions of Article VI, by the First Mortgagee, to be bound an agent, designee or nominee of the First Mortgagee that is wholly owned or Controlled by all such First Mortgagee, and any Transfer, if in accordance with the provisions terms and conditions of this Agreement Article VI, by executing and delivering a counterpart signature page hereto; andthe ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, to an agent, designee or nominee of the Mezzanine Lender that is wholly owned or Controlled by such Mezzanine Lender; (iv) Any Transfer directly resulting from the transfer would not materially and adversely affect foreclosure of a First Mortgage or the treatment granting of a deed in lieu of foreclosure of a First Mortgage or any Transfer made to the purchaser at foreclosure of a First Mortgage or to the grantee of a deed in lieu of foreclosure of a First Mortgage (if such purchaser or grantee is a nominee in interest of the Company First Mortgagee), and provided further that such Transfer, purchase or grant is in accordance with the terms and conditions of Article VI; (v) Any Transfer directly resulting from a conveyance to a First Mortgagee of Developer’s interest provided it is in accordance with the terms and conditions of Article VI and any Transfer directly resulting from a conveyance to a Mezzanine Lender of direct and/or indirect interests in Developer provided it is in accordance with the terms and conditions of Article VI; (vi) Any Transfer directly resulting from the foreclosure by the Mezzanine Lender of a pledge of direct and/or indirect ownership interests of Developer or any Transfer made to the purchaser at a foreclosure of such pledge of direct and/or indirect ownership interests of Developer (if such purchaser is a nominee in interest of the Mezzanine Lender), or any assignment in lieu of such foreclosure, provided that such Transfer is in accordance with the terms and conditions of Article VI; (vii) Any Transfer that occurs by inheritance, devise, bequest or by operation of law upon the death of a natural person who is the owner of a direct or indirect ownership interest in Developer, provided that, in each case, at all times after such Transfer, the transferor, or in the case of death, the Person who inherits transferor’s interest, retains Control of the transferred interest; (viii) Any Transfer to a trust, partnership or other entity for tax purposes family estate planning purposes, provided that, in each case, at all times after such Transfer, the transferor retains Control of the transferred interest; or (ix) After any Transfer to a First Mortgagee or Mezzanine Lender or agent, designee or nominee thereof (but not after a Transfer to any other Person pursuant to a foreclosure of a First Mortgage or Mezzanine Loan) under Sections 5.3(b)(iii) – (vi), a Transfer by such First Mortgagee, Mezzanine Lender or agent, designee or nominee thereof (A) to an Affiliate of the Code transferor or (B) among direct or indirect owners of such transferor, provided that, in each case, there is no change in Control of the tax laws Developer as a result of such Transfer and at all times after such Transfer, such transferee is an Acceptable Owner; or (x) After an initial Transfer to any state entity that is listed on any national securities exchange (which shall be limited to the Permitted Transfers or other Approval provisions herein, as applicable), any Transfer of direct or indirect interests in which Developer through an entity that is listed on any national securities exchange. Notwithstanding anything in this Article V or in this Agreement to the Company does businesscontrary: (y) the restrictions, limitations and prohibitions contained in this Article V shall automatically terminate, extinguish and be of no further force or effect with respect to the Commercial Retail Project, the Park Project and the direct and indirect interests in Commercial Retail Developer upon the triggering of the Commercial Release Date and following the Commercial Release Date, Transfers of the Commercial Retail Project shall be governed by the terms and conditions of the Master Sublease (provided that such terms and conditions conform in all material respects to this Article V and/or corresponding provisions of the Marina Lease), until the Master Sublease terminates or expires, and thereafter, the Marina Lease; and (z) the restrictions, limitations and prohibitions contained in this Article V shall automatically fully terminate, extinguish and be of no further force or effect immediately upon Completion of Construction of the Project.

Permitted Transfers. A. The restrictions on Transfers under set forth in Section 8.1 4(a), Section 4(b) and Section 4(c) above shall not apply with respect to any Transfers made in connection with an Approved Company Sale (as defined in Section 5 hereof) or: (i) in the case of a Member that is an individual, a Transfer (of Member Shares pursuant to applicable laws of descent and distribution or among such individual’s Family Group, which shall include trusts formed exclusively for any consideration estate planning purposes for the benefit of one or no consideration) by Inland or Cordish of all or any part of its LLC Interest to any 80% Owned Affiliate more of the transferor foregoing, and in each case so long as such Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member), or Shares are “vested”; (ii) Transfer to in the case of any other Member., a Transfer of Member Shares to an Affiliate of that Member or an employee of that Member or an employee of an Affiliate of that Member; B. A permitted (iii) in the case of any Management Investor who ceases to be employed by the Company or its Subsidiaries, solely with respect to “vested” Series B Shares, a Transfer of Member Shares to the Company or ABRY Investors pursuant to the applicable Incentive Share Purchase Agreement; (iv) in the case of any Mezzanine Investor, solely with respect to Series C Shares, a Transfer of Member Shares to the transferee of a bona fide Transfer of Senior Preferred Shares held by such Mezzanine Investor (or to an Affiliate of such transferee); (v) in the case of any Member, a Transfer of Member Shares to any Person that is approved by the majority of the votes of the Company’s Directors that are not designees of such Member (or, in the case where such Member does not have the ability to independently designate a Director pursuant to Section 8.1.A Article 2 hereof, the majority of the votes of the Company’s Directors that are not designees of such Member’s applicable group of Members); (vi) in the ease of any New Mezzanine Investor, a Transfer of Member Shares to any Permitted New Mezzanine Investor (or 8.2.A hereof to an Affiliate of a Permitted New Mezzanine Investor); (vii) in the case of PennantPark, a pledge of its Member Shares to PennantPark Lender pursuant to the PennantPark Credit Agreement; provided, however, that acquires in the event of a subsequent Transfer of such Member Shares by PennantPark to PennantPark Lender upon foreclosure by PennantPark Lender or otherwise, (A) prior to making such Transfer, the Company and the ABRY Investors shall be entitled to repurchase such Member Shares at a purchase price equal to the Fair Market Value (as defined in the LLC Interest Agreement) of such Member Shares (determined as of the date of such Transfer to PennantPark Lender) and (B) if neither the Company nor any ABRY Investor elects to repurchase such Member Shares pursuant to foregoing clause (A) on or prior to the 30th day after receipt of written notice by PennantPark of its intention to Transfer such Member Shares to PennantPark Lender, then such Transfer shall be permitted so long as such Transfer complies with the final paragraph of this Section 4(d); and (viii) in the case of ARCC, a pledge of its Member Shares to ARCC Lender pursuant to the ARCC Credit Agreement; provided, however, that in the event of a subsequent Transfer of such Member shall not be recognized Shares by ARCC to ARCC Lender upon foreclosure by ARCC Lender or otherwise, (A) prior to making such Transfer, the Company and the ABRY Investors shall be entitled to repurchase such Member Shares at a purchase price equal to the Fair Market Value (as defined in the LLC Agreement) of such Member Shares (determined as of the date of such Transfer to ARCC Lender) and (B) if neither the Company nor any ABRY Investor elects to repurchase such Member Shares pursuant to foregoing clause (A) on or prior to the 30th day after receipt of written notice by ARCC of its intention to Transfer such Member Shares to ARCC Lender, then such Transfer shall be permitted so long as such Transfer complies with the following paragraph. Transferees described in clauses (i) through (viii) above shall be such Member’s “Permitted Transferees”. Notwithstanding anything to the contrary contained herein, in the case of any Transfer to a Permitted Transferee, the restrictions contained in this Section 4 shall continue to be applicable to the Member Shares after any such Transfer and provided further that the Transferee(s) of such Member Shares shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest agreed in writing to a permitted transferee (other than the other Member) in accordance with be bound by the provisions of this Agreement affecting the Member Shares so Transferred and the holder thereof. Notwithstanding the foregoing, no party hereto shall nevertheless remain a Member of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all avoid the provisions of this Agreement by executing making one or more Transfers to one or more Permitted Transferees and delivering a counterpart signature page hereto; and (iv) the transfer would not materially and adversely affect the treatment then disposing of the Company for tax purposes under the Code all or the tax laws any portion of such party’s interest in any state in which the Company does businesssuch Permitted Transferee.

Permitted Transfers. A. The Subject to the conditions and restrictions on Transfers under set forth in Section 8.1 shall 9.3 hereof, a Member may at any time Transfer all, but not apply to any (i) Transfer (for any consideration or no consideration) by Inland or Cordish of all or any part less than all, of its LLC Interest to (a) any 80% Owned other Member or wholly-owned Affiliate of another Member, (b) any wholly-owned Affiliate of the transferor (or of the Original Berkshire Member (provided that counsel to or the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Original Leucadia Member), or (iic) any other Person, subject to receipt, in the case of clause (c), of the prior written consent of the other Members in their absolute discretion if the Senior Loan has not then been paid in full (any such Transfer pursuant to clauses (a), (b) or (c) being referred to in this Agreement as a "Permitted Transfer"). Notwithstanding the foregoing, B-Sub or ------------------ L-Sub may transfer less than all of its Interests to one or more wholly-owned Affiliates (or wholly-owned Affiliates of the Original Berkshire Member, in the case of B-Sub, or of the Original Leucadia Member, in the case of L-Sub) (each, an "Affiliated Member"); provided, however, that for purposes hereof, all of a ----------------- -------- ------- Member's Affiliated Members shall be deemed to constitute one and the same Member and any action or consent required hereunder with respect to B-Sub's or L-Sub's Affiliated Members shall be given solely through the action or consent of B-Sub or L-Sub, as agent for all B-Sub or L-Sub Affiliated Members, as applicable. Any distribution or allocation to be made hereunder shall be made as if neither B-Sub nor L-Sub had any Affiliated Members, shall be made as B-Sub or L-Sub directs to one Member as agent for all B-Sub or L-Sub Affiliated Members, as applicable, and thereafter B-Sub or L-Sub, as applicable, shall be responsible for apportioning such distribution among their respective Affiliated Members, if any, according to their respective Interests. A Transfer to any other Member. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a an Affiliated Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of relieve the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions of this Agreement shall nevertheless remain a Member of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transferhereunder. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of this Agreement by executing and delivering a counterpart signature page hereto; and (iv) the transfer would not materially and adversely affect the treatment of the Company for tax purposes under the Code or the tax laws of any state in which the Company does business.

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 shall not apply to any (i) Transfer (for any consideration or no consideration) by Inland or Cordish of all or any part of its LLC Interest to any 80% Owned Affiliate of the transferor Member (provided that counsel Notwithstanding anything to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect contrary contained in Section 4.2, the following Transfers (directly or indirectlyherein, the “Permitted Transfers”) on the non-Transferring Member), or shall be permitted hereunder: (iia) Transfer to any other Member. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) Lease entered into in accordance with the provisions of this Agreement shall nevertheless remain Loan Documents and any Hotel Transaction; (b) a Member of the Company subject to all the duties Transfer and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member Assumption in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest 7.1; (c) a Permitted Encumbrance; (d) a Property sale pursuant to Section 8.22.5.2; (e) in addition to, and without limiting any other Permitted Transfer hereunder, the transferor transfer of publicly traded shares in any indirect equity owner of Borrower; (f) in addition to, and transferee without limiting any other Permitted Transfer hereunder, provided that no Event of Default shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or then exist, a portion Transfer of a Member's LLC Interest direct or indirect interest in any Borrower or any Operating Lessee shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfiedbe permitted without Lender’s consent provided that: (i) such Transfer shall not (x) cause the transferor transferee (other than ARC OP), together with its Affiliates, to increase its direct or indirect interest in any Borrower or any Operating Lessee to an amount which equals or exceeds forty-nine percent (49%) or (y) result in a change in Control of any Borrower or any Operating Lessee; (ii) Each Borrower and each Operating Lessee shall continue to be a Special Purpose Bankruptcy Remote Entity; (iii) if such Transfer would cause the transferee, together with its Affiliates, to increase its direct or indirect interest in any Borrower or any Operating Lessee to an amount which equals or exceeds ten percent (10%), (x) such transferee have executed is a Qualified Transferee and acknowledged (y) Borrowers shall provide to Lender thirty (30) days prior written notice thereof; (iv) after giving effect to such Transfer, ARC OP shall continue to control the day to day operations of Borrowers and each Operating Lessee and shall continue to own at least fifty one percent (51%) of all equity interests (direct or indirect) of Borrowers and Operating Lessees; and (v) the Properties shall continue to be managed by a Qualified Manager or by a property manager reasonably acceptable to Lender and acceptable to the applicable Rating Agencies; and/or (g) in addition to, and without limiting any other Permitted Transfer hereunder, a Transfer of a direct or indirect interest in any Borrower or any Operating Lessee shall be permitted without Lender’s consent provided that: (i) such Transfer shall not cause the transferee, together with its Affiliates, to increase its direct or indirect interest in any Borrower or any Operating Lessee to an amount which equals or exceeds ten percent (10%); (ii) after giving effect to such Transfer, ARC OP shall continue to control the day to day operations of Borrowers and each Operating Lessee and shall continue to own at least fifty one percent (51%) of all equity interests (direct or indirect) of Borrowers and Operating Lessees; and (iii) Each Borrower and each Operating Lessee shall continue to be a Special Purpose Bankruptcy Remote Entity; (h) in addition to, and without limiting any other Permitted Transfer hereunder, provided that no Event of Default has occurred and is then continuing, a Transfer of a direct or indirect interest in ARC OP shall be permitted without Lender’s consent provided that: (i) at all times ARC OP shall be controlled by one or more Qualified Equityholders; (ii) Borrowers shall provide to Lender thirty (30) days prior written notice thereof; (iii) upon Lender’s request, Borrowers shall give Lender copies of all instruments as the other Members may reasonably deem necessary or desirable to effect effecting such Transfer; (iiiv) a duly executed Each Borrower and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees each Operating Lessee shall continue to be bound by all the provisions of this Agreement by executing and delivering a counterpart signature page heretoSpecial Purpose Bankruptcy Remote Entity; and (ivv) the Properties shall continue to be managed by a Qualified Manager or by a property manager reasonably acceptable to Lender and acceptable to the applicable Rating Agencies; and (i) in addition to, and without limiting any other Permitted Transfer hereunder, the sale, transfer would not materially or issuance of REIT Shares (including, without limitation, any creation or issuance of new REIT Shares), provided that at the time of such Transfer, such REIT Shares are listed on the New York Stock Exchange, the NASDAQ Stock Market or another nationally-recognized stock exchange or the REIT Shares are traded over the counter and adversely affect listed in the treatment National Association of Securities Dealers Automatic Quotations and registered with the Company for tax purposes Securities and Exchange Commission. Notwithstanding anything to the contrary contained in this Section 7.2, if, as a result of any Permitted Transfer, (A) the then-current Guarantor no longer directly or indirectly Controls Borrowers and/or Operating Lessees, ARC OP may be replaced by one or more Approved Replacement Guarantors and/or (B) the then-current Guarantor no longer directly or indirectly Controls Borrowers and/or Operating Lessees and no longer owns any direct or indirect interest in any Borrower and/or any Operating Lessee, ARC OP shall be replaced by one or more Approved Replacement Guarantors; and, in each case, such Approved Replacement Guarantor shall execute and deliver a guaranty of recourse obligations (in the same form as the guaranty of recourse obligations delivered to Lender by Guarantors on the date hereof) and an environmental indemnity agreement (in the same form as the environmental indemnity agreement delivered to Lender by Guarantors on the date hereof) on or prior to the date of such Permitted Transfer, pursuant to which, in each case, the Approved Replacement Guarantor(s) agree(s) to be liable under each such guaranty of recourse obligations and environmental indemnity agreement from and after the date of such Permitted Transfer (whereupon the previous guarantor shall be released from any further liability under the Code guaranty of recourse obligations from acts that arise from and after the date of such Permitted Transfer and such Approved Replacement Guarantor(s) shall be the “Guarantor” for all purposes set forth in this Agreement). Notwithstanding anything to the contrary contained in this Section 7.2, (i) no Transfer shall be a Permitted Transfer unless such Transfer is made in compliance with the Franchise Agreement and (ii) no Permitted Transfer made pursuant to clauses (e) through (i) shall require any fee to Servicer or the tax laws of any state in which the Company does businessLender (other than costs and expenses that may be required pursuant to Section 7.3).

Permitted Transfers. A. The restrictions on Transfers under contained in Section 8.1 10.01 shall not apply to any of the following (ieach, a “Permitted Transfer” and each transferee, a “Permitted Transferee”): (i)(A) a Transfer pursuant to a Redemption or Direct Exchange in accordance with Article XI hereof or (for any consideration or no considerationB) a Transfer by Inland or Cordish of all a Member to the Corporation or any part of its LLC Interest to any 80% Owned Affiliate Subsidiaries (including, for the avoidance of the transferor Member (provided that counsel doubt, pursuant to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring MemberFPOS Contribution Agreement), or (ii) a Transfer to any other an Affiliate of such Member. B. A permitted transferee , (iii) a Permitted Pledge or (iv) a Transfer to a Person to whom such Pledged Units have been pledged as a result of a Member pursuant foreclosure on such Pledged Units; provided, however, that (x) the restrictions contained in this Agreement will continue to Section 8.1.A or 8.2.A hereof that acquires apply to Units after any Permitted Transfer of such Units, (y) in the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee case of the transferor Member's LLC Interestforegoing clause (ii), except upon compliance with the terms Permitted Transferees of Section 8.2.C. A Member who assigns all of its LLC Interest the Units so Transferred shall agree in writing to a permitted transferee (other than the other Member) in accordance with be bound by the provisions of this Agreement Agreement, and prior to such Transfer the transferor will deliver a written notice to the Company and the Members, which notice will disclose in reasonable detail the identity of the proposed Permitted Transferee and (z) in the case of the foregoing clause (iv), upon such Transfer, such Pledged Units shall nevertheless remain automatically be exchanged for Class A Common Stock, the transferor shall then automatically cease to be a Member of the Company subject with respect to all such Pledged Units, and any shares of Class B Stock (together with any Corresponding Rights) corresponding to such Pledged Units shall be canceled and retired (including, in the duties case of the Searchlight Member, any such shares of Class B Stock held by a Searchlight Related Party), in each case, with the provisions of Article XI applying to such Transfer mutatis mutandis (applied for this purpose as if the Corporation had delivered an Election Notice that specified a Share Settlement with respect to such Redemption, and obligations imposed with the applicable Redemption Date occurring on it under this Agreement until such time as the transferee date of such LLC Interest Transfer) such that, for the avoidance of doubt, a Permitted Transferee described in clause (iv) shall not take ownership of such Units or shares of Class B Stock (and shall not become a Member hereunder), and instead shall take ownership of the applicable shares of Class A Common Stock. In the case of a Permitted Transfer of any Common Units by any Member that is admitted authorized to the Company as a substitute Member hold Class B Stock in accordance with the Corporation’s certificate of incorporation to a Permitted Transferee in accordance with this Section 8.2.C. Upon 10.02, such Member (or any permitted assignment subsequent Permitted Transferee of an LLC Interest pursuant such Member) shall also transfer a number of shares of Class B Stock equal to Section 8.2the number of Common Units that were transferred by such Member (or subsequent Permitted Transferee) in the transaction to such Permitted Transferee; provided, that, in the case of the Searchlight Member (or its subsequent Permitted Transferees), the transferor and transferee foregoing obligation to transfer shares of Class B Stock shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments be deemed satisfied so long as the other Members may reasonably deem necessary or desirable SL Collective Registered Owner Requirement (as defined in the Corporation’s certificate of incorporation) remains satisfied immediately following consummation of such Permitted Transfer. All Permitted Transfers are subject to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting additional limitations set forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of this Agreement by executing and delivering a counterpart signature page hereto; and (iv) the transfer would not materially and adversely affect the treatment of the Company for tax purposes under the Code or the tax laws of any state in which the Company does business.Section 10.07(b). US-DOCS\114008886.14

Permitted Transfers. A. The restrictions on Notwithstanding any other provision of this Agreement, any of the following Transfers under Section 8.1 shall of a Membership Interest (each, a “Permitted Transfer”) by any Member may occur without consent of any of the other Members, so long as no person or entity other than an existing Member may exercise any authority to direct all matters arising out of the Membership Interest; a Member cannot apply Transfer part of its Membership Interest and give another person or entity who is not already a Member any authority or powers as a Member: (a) Carondelet may Transfer all, but not less than all, of its Membership Interest to any other entity within Ascension Health Alliance or otherwise under the direct or indirect control of Ascension Health Ministries. (b) Dignity may Transfer all, but not less than all, of its Membership Interest to any other entity within Dignity Health or otherwise under the direct or indirect control of Dignity Health. (c) Mercy Care may Transfer (i) Transfer (for any consideration or no consideration) by Inland or Cordish of all or any part all, but not less than all, of its LLC Membership Interest to any 80% Owned Affiliate of the transferor Member (provided that counsel Dignity or to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member)Carondelet, or (ii) half of its Membership Interest to Dignity and half of its Membership Interest to Carondelet. (d) Dignity may Transfer all, but not less than all, of its Membership Interest to (i) Carondelet or (ii) Mercy Care. (e) Carondelet may Transfer all, but not less than all, of its Membership Interest to (i) Dignity or (ii) Mercy Care. (f) District may Transfer all or part of its Membership Interest to any trust, foundation, nonprofit corporation, or charitable organization established by District for the sole purpose of benefiting District and/or its programs and/or facilities. Permitted Transfers may occur at different times; for example, Mercy Care could Transfer its Membership Interest half to Carondelet and half to Dignity, and thereafter Dignity could Transfer its Membership Interest, including the portion acquired from Mercy Care, to Carondelet without consent of the other Members. If a Transfer is not specifically listed as a Permitted Transfer in this Section 4, then consent of a Supermajority of the Members is required under Section 2 of this Agreement. Such Permitted Transfers may include all or part of a Member. B. A permitted transferee ’s Membership Interest or all or part of a Member’s right to distributions, but cannot include any Transfer of any part of a Member’s voting power to elect directors, appoint persons as officers or committee members, or otherwise vote on matters coming before Mercy Maricopa to any person or entity other than an existing Member. The number of Members of Mercy Maricopa eligible to vote, appoint, or otherwise exercise authority of a Member pursuant (as opposed to Section 8.1.A receiving distributions or 8.2.A hereof that acquires rights as a passive owner) may become less than four (4), but cannot be increased from four (4) without the LLC Interest unanimous consent of a all Members. In any Transfer permitted under this Agreement, the transferring Member shall not be recognized by provide the Company as a Member and shall have only the rights Corporation with written notice of an assignee all terms of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest Transfer prior to a permitted transferee (other than the other Member) in accordance with the provisions of this Agreement shall nevertheless remain a Member completion of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transferTransfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of this Agreement by executing and delivering a counterpart signature page hereto; and (iv) the transfer would not materially and adversely affect the treatment of the Company for tax purposes under the Code or the tax laws of any state in which the Company does business.

Permitted Transfers. A. The restrictions on Transfers under Notwithstanding the provisions of Section 8.1 shall not apply to any (i) 9.01 hereof, an Equityholder may Transfer (for any consideration or no consideration) by Inland or Cordish of all or any part a portion of its LLC Interest to any 80% Owned Affiliate of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member)Equityholder’s Units, or (ii) Transfer to any other Member. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon without compliance with the terms of Section 8.2.C. A Member Sections 9.04 (a) and (b), as applicable, provided that (i) the transferee agrees in writing to be bound by the terms of this Agreement and (ii) with regard only to transfers pursuant to subsection (a) below, the transferee executes a proxy in favor of the transferor giving the transferor full right, power and authority to vote and otherwise control the Units being transferred, to any of the following persons (each such person, a “Permitted Transferee”): with respect to an Equityholder that is a natural person, during the lifetime of such Member, a trust or other Person established for the primary benefit of that Member, or such Member’s immediate family, and controlled by such Member; with respect to an Equityholder that is not a natural person, another entity that is an Affiliate of such Equityholder. with respect to an Equityholder that is a natural person and following the death of such Equityholder, to the beneficiary of a will, intestacy probate Proceeding or similar process with respect to such Equityholder. Effect of Transfer . If the Transferee is admitted as an Equityholder by the Administrator or is already an Equityholder, the Equityholder Transferring its Units shall be relieved of liability with respect to the Transferred Units arising or accruing under this Agreement on or after the effective date of the Transfer, provided that such Transferred Units are already fully paid-up by the transferor. The transferor shall not be relieved of any liability for prior distributions and unpaid capital commitment, if any, unless the Transferee affirmatively assumes, in writing, such liabilities. Any person who assigns acquires in any manner Units or any part thereof in the Fund, whether or not such person has accepted and assumed in writing the terms and provisions of this Agreement or been admitted as an Equityholder, shall be deemed by the acquisition of such Units to have agreed to be subject to and bound by all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions of this Agreement with respect to such Units, including without limitation, the provisions hereof with respect to any subsequent Transfer of such Units. The Fund (including the Administrator and the Manager, as applicable) and the Equityholders shall nevertheless remain a Member be entitled to treat the record owner of Units in the Company subject Fund as the absolute owner thereof in all respects, and shall incur no liability for distributions of cash or other property made in good faith to all the duties and obligations imposed on it under this Agreement such owner until such time as the transferee a written assignment of such LLC Interest is admitted Units has been received and accepted by the Fund (including the Administrator and the Manager, as applicable). Any Transfer in violation of any provisions of this Agreement shall be null and void and ineffective to Transfer any Units in the Company Fund (including the Administrator and the Manager, as a substitute Member in accordance with Section 8.2.C. Upon applicable) and shall not be binding upon or be recognized by the Fund, and any permitted assignment of such Transferee shall not be treated as or deemed to be an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole Equityholder or a portion Member, as applicable, for any purpose. In the event that any Equityholder shall at any time Transfer its Units in violation of a Member's LLC Interest shall have the right to become a substituted Member in place any of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of this Agreement by executing Agreement, the Fund and delivering the other Equityholders, in addition to all rights and remedies at law and equity, shall have and be entitled to an order restraining or enjoining such transaction, it being expressly acknowledged and agreed that damages at law would be an inadequate remedy for a counterpart signature page hereto; and (iv) the transfer would not materially and adversely affect the treatment Transfer in violation of the Company for tax purposes under the Code or the tax laws of any state in which the Company does businessthis Agreement.

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 (a) Prior to June 30, 2001, in the case of LC Shares and Put Shares, and prior to April 30, 2001, in the case of Excess Shares, any or all of the CB&I Shares held by PDM may be (and shall not apply be) Transferred by PDM pursuant to any public or private securities transaction which has been (i) arranged or approved by CB&I and (ii) notified in writing by CB&I to PDM not less than five (5) business days prior to the proposed date of such transaction; provided, however, that PDM shall not be obligated to consummate any such Transfer of CB&I Shares unless (x) the Net Proceeds available to PDM from such Transfer (for whether provided by the purchaser of such Shares, by CB&I or otherwise) shall be not less than $17.15 per Share and (y) the other terms and conditions of such proposed Transfer are reasonably acceptable to PDM; and provided further, that notwithstanding the foregoing, upon the occurrence of a Material Breach, PDM may Transfer any consideration or no consideration) all of the CB&I Shares then held by Inland or Cordish of all or any part of its LLC Interest it pursuant to any 80% Owned Affiliate lawful method of disposition. (b) Subsequent to April 30, 2001, PDM may Transfer any or all of the transferor Member Excess Shares then held by it pursuant to (provided that counsel i) a Demand Registration effected pursuant to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectlySection 6.01(a) on the non-Transferring Member), of this Agreement or (ii) Transfer any other lawful method of disposition. In regard to any other Member. B. A permitted transferee such Transfer of Excess Shares that (x) occurs prior to the earlier of June 30, 2001 or a Member Material Breach and (y) is proposed to be consummated by PDM with a third party at a price more than 10% below the then current market price for shares of CB&I Stock, PDM shall provide written notice to CB&I at least one business day in advance of such proposed Transfer in order to allow CB&I to elect in its discretion to exercise its call right as to such Shares pursuant to Section 8.1.A 4.01. (c) On or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee after June 30, 2001, PDM may Transfer any or all of the transferor Member's LLC Interest, except upon compliance with the terms of CB&I Shares then held by it pursuant to (i) a Demand Registration effected pursuant to Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member6.01(b) in accordance with the provisions of this Agreement shall nevertheless remain a Member or (ii) any other lawful method of disposition. (d) CB&I agrees that it will not arrange for the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee sale of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest LC Shares pursuant to Section 8.23.02(a), or exercise the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right CB&I Call as to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: any LC Shares pursuant to Section 4.01, so long as PDM is (i) the transferor still holding Put Shares or Excess Shares and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member not in its place; (iii) the transferee accepts and agrees to be bound by all the provisions material breach of this Agreement by executing and delivering a counterpart signature page hereto; and (iv) the transfer would not materially and adversely affect the treatment of the Company for tax purposes under the Code or the tax laws of any state in which the Company does businessAgreement.

Permitted Transfers. A. The restrictions on Transfers Each of the Holders hereby agrees that, until it and any permitted transferees under Section 8.1 shall not apply to any paragraph (ie) Transfer or (for any consideration or no considerationf) by Inland or Cordish hereunder have disposed of all or any part of its LLC Interest to any 80% Owned Affiliate of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (Acquired Shares, it will not, directly or indirectly, without the prior written consent of SkyTerra, sell, distribute, transfer or otherwise dispose (in each case, a “Disposition”) on of any Acquired Shares except: (a) sales of Acquired Shares pursuant to the non-Transferring Member), Resale Registration Statement; or (b) sales of Acquired Shares pursuant to Rule 144 (but not paragraph (k) thereof) under the Securities Act; or (c) sales or (ii) Transfer transfers of Acquired Shares to any other Member. B. A permitted transferee Person or group of a Member pursuant related Persons who would immediately thereafter not own or have the right to Section 8.1.A acquire or 8.2.A hereof that acquires vote with respect to Acquired Shares consisting of, in the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee aggregate, more than five percent (5%) of the transferor Member's LLC Interesttotal combined voting power of all Acquired Shares then outstanding; provided, except upon compliance with however, that in each such case, the transferee shall receive and hold such Acquired Shares subject to, and the transferee and all of the transferees’ Affiliates shall agree to be bound by, all the terms of Section 8.2.C. A Member who assigns all this Agreement, which terms shall also inure to the benefit of its LLC Interest to a permitted transferee (other than the other Member) such transferees, and there shall be no further transfer of such Acquired Shares, except in accordance with the provisions of this Agreement shall nevertheless remain Section 5.1; or (d) a Member bona fide pledge of or the Company subject granting of a security interest in the Acquired Shares to all the duties and obligations imposed on an institutional lender for money borrowed, provided that such lender acknowledges in writing that it under has received a copy of this Agreement until and agrees, upon its becoming the owner of, or obtaining dispositive authority with respect to or in connection with any disposition of, any such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2Acquired Shares, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of this Agreement by executing and delivering a counterpart signature page heretoin connection with any right it may have to dispose of any such Acquired Shares (and, upon agreeing so to be bound, the provisions of this Agreement shall inure to the benefit of such party); andor (ive) sales or transfers of Acquired Shares pursuant to a tender or exchange offer which the transfer would Board of Directors of SkyTerra does not materially and adversely affect oppose within 10 business days after the treatment date of commencement (as such term is defined in Rule 14d-2(a) of the Company for tax purposes General Rules and Regulations under the Code Exchange Act) of such offer; or (f) dispositions of Acquired Shares by any Holder to any wholly owned subsidiary of such Holder or to a successor corporation of such Holder; provided, however, that in each such case, the tax laws transferee shall receive and hold such Acquired Shares subject to, and the transferee and all of the transferees’ Affiliates shall agree to be bound by, all the terms of this Agreement, which terms shall also inure to the benefit of such transferees, and there shall be no further transfer of such Acquired Shares, except in accordance with the provisions of this Section 5.1; or (g) dispositions pursuant to any merger, consolidation, reorganization or recapitalization to which SkyTerra is a party or in connection with any reclassification of Acquired Shares. provided, that in the event that any Seller seeks to effect a Disposition of any state Acquired Shares pursuant to clauses (b), (c) or (f) of this Section 5.1, (i) such Disposition is made in which compliance with applicable securities laws, and (ii) prior to such Disposition, such Seller shall have delivered to SkyTerra an opinion of counsel stating that such Disposition (A) is permitted by this Agreement and the Company applicable Merger / Purchase Agreement on Schedule A hereto, (B) does businessnot require registration under the Securities Act, and (C) does not cause the applicable Merger / Purchase Agreement to be required to have been registered under the Securities Act and that this Agreement is enforceable against the transferee of such Acquired Shares.

Permitted Transfers. A. The restrictions on following Transfers under shall be permitted without compliance with Section 8.1 12.4 hereof, but shall be subject to the requirements of Section 12.3 hereof: (a) All but not apply less than all of a Member’s Units may be transferred from time to any time in connection with (i) Transfer (for any consideration or no consideration) by Inland or Cordish of all proceeding under the federal bankruptcy laws or any part applicable federal or state laws relating to bankruptcy, insolvency, or the relief of its LLC Interest to any 80% Owned Affiliate of the transferor Member (provided that counsel debtors and subject to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member)requirements and provisions thereof, or (ii) Transfer to any other Member. B. A permitted a tax-free reorganization, merger or consolidation of the Company; provided, however, that in either case the transferee of a Member’s Units shall obtain the economic rights of the transferring Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member but shall not be recognized by the Company as become a Member Member, and shall have only no voting rights as a Member, unless authorized by the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns Manager(s). (b) All but not less than all of its LLC Interest a Member’s Units may be transferred from time to time to (i) the successor to such Member by way of merger, consolidation, or sale of all or substantially all of such Member’s assets, or (ii) an Affiliate of a permitted transferee (other than the other Member) ; provided, however, that in accordance with the provisions of this Agreement shall nevertheless remain a Member of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as either case the transferee of such LLC Interest is admitted to a Member’s Units shall obtain the Company economic rights of the transferring Member but shall not become a Member, and shall have no voting rights as a substitute Member in accordance Member, unless authorized by the Manager(s)s. For purposes of this paragraph, an “Affiliate” is any person or entity that, directly or indirectly, controls or is controlled by, or is under common control with, such Member, or is a spouse, parent, sibling or lineal descendant of a Member. For the Purpose of this definition, “control” (including the terms “controlling”, “controlled by” and “under common control with”), as used with Section 8.2.C. Upon respect to any permitted assignment entity, means ownership of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed 10% or authenticated copy more of the written instrument voting securities of assignment or transfersuch entity. C. No transferee of the whole (c) All or a any portion of a Member's LLC Interest shall have ’s Units may be transferred from time to time to an entity formed for estate planning purposes for the right to become benefit of a substituted Member in place spouse, parent, sibling, or lineal descendant of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of this Agreement by executing and delivering a counterpart signature page hereto; and (iv) the transfer would not materially and adversely affect the treatment of the Company for tax purposes under the Code or the tax laws of any state in which the Company does businessMember.

Permitted Transfers. A. The restrictions on a) Permitted Transfers under Section 8.1 shall not apply to any (i) Transfer (for any consideration or no consideration) by Inland or Cordish of all or any part of its LLC Interest to any 80% Owned Affiliate of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member), or (ii) Transfer to any other Member. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions of this Agreement shall nevertheless remain a Member of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfiedmean: (i) any transfer of Shares held by the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable Slovak Republic to effect such Transfera Public Institution; (ii) any transfer of Shares held by a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention Buyer to a member of the transferor that the transferee become a substituted Member in its placeBuyer’s Group; (iii) the transferee accepts and agrees any transfer of Shares by one Party to be bound by all the provisions of this Agreement by executing and delivering a counterpart signature page hereto; andanother Party; (iv) any transfer of ▇▇▇▇▇▇ agreed among the Parties in writing. b) The provisions on pre-emptive rights pursuant to Subclauses 4.2c) to 4.2n) (inclusive) shall not apply to Permitted Transfers, provided that the provisions of Subclause 4.2l) shall apply to the Permitted Transfers referred to in Subclauses 4.3a)(ii) and 4.3a)(iv) and the provisions of Subclause 4.2k) shall apply to the Permitted Transfers referred to in Subclauses 4.3a)(i), 4.3a)(ii) and 4.3a)(iv), as though the reference to “Transfer Shares” therein were a reference to the Shares to be transferred under the Permitted Transfer. c) If a Buyer transfers Shares to its Associate that subsequently to such transfer would not materially and adversely affect the treatment ceases to be an Associate of the Company for tax purposes Buyer (the “Former Associate”), then both parties to such transfer shall be obliged to ensure that a back transfer of all the Shares, originally transferred to the Former Associate, from the Former Associate to the Buyer is executed no later than within sixty (60) days after the Former Associate ceased to be an Associate of the Buyer. Along with the back transfer of the Shares, all rights and obligations under this Agreement shall be assigned and transferred back to the Code or Buyer to which assignment and transfer the tax laws of any state in which Parties hereto give their explicit advance consent. d) If the Company does businessSlovak Republic transfers Shares pursuant to Subclause 4.3a)(i) the State Party is obliged to ensure that the relevant Public Institution carries out the obligations imposed on the State Party under this Agreement as though it was the State Party.

Permitted Transfers. A. The restrictions on Transfers under contained in this Section 8.1 1 ------------------- shall not apply with respect to any Transfer of Securities (i) Transfer in the case of any natural Person, pursuant to applicable laws of descent and distribution or among such Person's Family Group (for as defined below), (ii) in the case of any consideration or no considerationother Person, among its Affiliates, (iii) by Inland or Cordish of all or any part of its LLC Interest to any 80% Owned Affiliate which are Preferred Units with the consent of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would Board, which consent shall not have any adverse tax effect (directly or indirectly) on the non-Transferring Member)be unreasonably withheld, or (iiiv) Transfer to any other Member. B. A permitted transferee which are Common Units Transferred as part of a Member sale of Preferred Units or Subordinated Note (transferees permitted pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions of this Agreement shall nevertheless remain a Member of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: clauses (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; ), (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; ), (iii) and (iv) above are collectively referred to herein as "Permitted Transferees"); --------------------- provided, that the transferee accepts and agrees restrictions contained in this Section 1 shall continue to be bound by all -------- applicable to such Securities after any such Transfer; and provided, further, -------- ------- that Units which are not deemed to be Preferred Units or Common Units pursuant to the LLC Agreement may not be transferred in any event; and provided, further, -------- ------- that the applicable requirements specified in Sections 2 and 3 in connection with such Transfer shall have been satisfied. A Person's "Family Group" means ------------ such Person's (or if such Person is not an individual then such Person shall refer to the ultimate individual beneficial owners of such Person), spouse, parents, siblings and descendants (whether natural or adopted) and any trust or other vehicle formed solely for the benefit of such Person and/or any of such Person's spouse, parents, siblings and/or descendants. Notwithstanding the foregoing, no party hereto shall avoid the provisions of this Agreement by executing making one or more transfers to one or more Permitted Transferees and delivering a counterpart signature page hereto; and (iv) the transfer would not materially and adversely affect the treatment then disposing of the Company for tax purposes under the Code all or the tax laws any portion of such party's interest in any state in which the Company does businesssuch Permitted Transferee.

Permitted Transfers. A. The restrictions on Transfers under contained in this Section 8.1 shall 3 will not apply to any (i) Transfer (for any consideration or no consideration) by Inland or Cordish of all or any part of its LLC Interest to any 80% Owned Affiliate of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member), or (ii) Transfer to any other Member. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions of this Agreement shall nevertheless remain a Member of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfiedrespect to: (i) any Transfer by a Shareholder that is a corporation, partnership, limited liability company or unincorporated association which is a distribution in kind to all of its shareholders, partners or members in accordance with the transferor and transferee have executed and acknowledged such instruments as terms of the other Members may reasonably deem necessary or desirable to effect such Transferapplicable governing instruments; (ii) a duly executed any Transfer by will or otherwise pursuant to the laws of succession, distribution and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its placedescent; (iii) any Transfer by the transferee accepts Skylark Holders or Investors to any employee or Affiliate of the Skylark Holders or Investors or of an Affiliate thereof, or to the spouse or children of any such employee or a family limited partnership, a trust or trusts or other similar entity solely for the benefit of such employee and agrees /or such employee's spouse or children; (iv) any Transfer to an Affiliate of the transferor; (v) any Transfer required by a regulatory authority having jurisdiction over the transferor; and (vi) any Transfer by a Shareholder to that Shareholder's spouse or children or to a family limited partnership, a trust or trusts or other similar entity solely for the benefit of that Shareholder and/or that Shareholder's spouse or children; provided, that the restrictions contained in this Section 3 will continue to be -------- applicable to the Covered Shares after any such Transfer, and before any such Transfer is effected the transferees of such Covered Shares shall agree in writing to be bound by all the provisions of this Agreement by executing and delivering shall execute and deliver to the Holding Company a counterpart signature page hereto; and (ivof this Agreement. The transferee of Covered Shares under Sections 3(c)(i), 3(c)(ii), 3(c)(iii), 3(c)(iv) the transfer would not materially and adversely affect the treatment 3(c)(vi) is referred to as a "Related Transferee" of the Company for tax purposes transferor under such Section. In the Code event that following any Transfer by either Investors or the tax laws Skylark Holders pursuant to this Section 3(c), such transferor ceases to exist as a legal entity, then such disappearing transferor (or its successor(s), as the case may be) and all of any state its Related Transferees shall designate in which the Company does businesswriting a single representative who shall be authorized to act under this Agreement for and on behalf of such disappearing entity and its respective Related Transferees, as applicable.

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 shall not apply to any (i) Transfer (for any consideration or no consideration) by Inland or Cordish of all or any part of its LLC Interest to any 80% Owned Affiliate of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member)Inland Parent, or (ii) Transfer to any other Member and (iii) Transfer by a Member to the immediately family members of such Member. B. A Subject to the provisions of Section 8.2.D hereof, a permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member's ’s LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than one of the other MemberMembers) in accordance with the provisions of this Agreement shall nevertheless remain a Member of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's ’s LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members Manager may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of this Agreement by executing and delivering a counterpart signature page hereto; and; (iv) the transfer would not materially and adversely affect the treatment of the Company for tax purposes under the Code or the tax laws of any state in which the Company does business; and (v) the transferee demonstrates and agrees, to the satisfaction of the Manager determined in its sole and absolute discretion, that it has complied and shall comply with the provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the USA Patriot Act), as amended from time to time. D. Notwithstanding the provisions of Section 8.1 hereof to the contrary, the Initial Investor shall be permitted, without the consent of the Manager or the other Member, to make a one-time Transfer of its Investor LLC Interest to the members of the Initial Investor identified on Schedule B-1. Immediately following the Transfer permitted under the preceding sentence, the Initial Capital Contribution, Invested Capital, Unpaid Investor Preferred Return and Capital Account of the Initial Investor shall be divided among each of such members, as applicable,in accordance with the manner provided to the Manager by the Initial Investor prior to such Transfer, the Initial Investor shall resign and withdraw as a Member of the Company and each of such members shall be admitted to the Company as an “Investor” for all purposes of this Agreement.

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 shall not apply to any (ia) Transfer (for any consideration or no consideration) by Inland or Cordish of all or any part of its LLC Interest to any 80% Owned Affiliate of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member), or (ii) Transfer to any other Member. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with Notwithstanding the provisions of this Agreement Section 4.1, Parent and its Affiliates shall nevertheless remain a Member of the Company subject be permitted to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon transfer any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place or all their shares of its transferor unless and until all of Voting Securities or Redeemable Preferred Stock under the following conditions are satisfiedcircumstances: (i) transfers to any subsidiary of Parent, but only if such transferee agrees in writing to be bound by the transferor terms of this Agreement, provided that such subsidiary shall be permitted to own such Voting Securities only so long as such subsidiary shall remain a subsidiary of Parent and transferee have executed and acknowledged provided further that no such instruments as the other Members may reasonably deem necessary transfer shall relieve Parent or desirable to effect such TransferShareholder of their obligations under this Agreement; (ii) a duly executed and acknowledged written instrument subject to the Company's rights under Section 4.4, in the case of transfer has been filed with the Company setting forth the intention shares of Common Stock (including Common Stock issuable upon conversion or redemption of the transferor Convertible Preferred Stock), transfers made pursuant to (A) a Broad Public Distribution or (B) Rule 144 under the 1933 Act, provided that any such sale pursuant to Rule 144 shall be subject to the transferee become a substituted Member volume and manner of sale limitations set forth in its placesuch Rule whether or not legally required; (iii) subject to the transferee accepts Company's rights under Section 4.4, in the case of shares of Convertible Preferred Stock, after December 16, 1999, transfers made pursuant to a demand registration under Section 5.1(a); (iv) pursuant to a tender offer or exchange offer or acquisition of control of the Company or similar transaction, at any time following the time at which the Company shall publicly announce or otherwise disclose to Shareholder that the Board of Directors of the Company does not oppose such transaction; or (v) transfers of any portion of or all its shares of Redeemable Preferred Stock to any person, provided that (A) Parent shall give not less than 45 days prior written notice to the Company of its intention to transfer such shares and (B) such person agrees in writing to be bound by all the provisions terms of this Section 4.2(a)(v). Such notice shall specify the number of shares of Redeemable Preferred Stock proposed to be transferred and the date of the proposed transfer of such shares. (b) Notwithstanding anything to the contrary in this Agreement, Voting Securities shall not be transferred by Parent or any of its Affiliates to any person (i) pursuant to a tender offer or exchange offer or acquisition of control of the Company or similar transaction which is opposed by the Company's Board of Directors or (ii) during the 12 months following the date of effectiveness of this Agreement by executing and delivering a counterpart signature page hereto; and (ivother than transfers permitted pursuant to Section 4.02(a)(i) the transfer would not materially and adversely affect the treatment of the Company for tax purposes under the Code or the tax laws of any state in which the Company does businessSection 4.02(a)(iv).

Permitted Transfers. A. ‌ (a) The restrictions on Transfers under specified in this Article XI (other than those contained in Sections 11.1(c)(ii), 11.1(d), 11.2(d), 11.8 and the rights triggered by Section 8.1 11.5(b)) shall not apply with respect to any (i) any Transfer of Interests by any Member among any of its Affiliates, (for ii) any consideration Transfer by merger, consolidation or no considerationsimilar business combination or through the acquisition of substantially all of the assets and liabilities of the transferring party and (iii) by Inland any Transfer required under, or Cordish effected to enable a Member to be in compliance with, applicable Law or the requirements of all a Governmental Authority or any part SRO (each, a “Permitted Transfer”, any Transferee under clause (i) or (ii), a “Permitted Transferee” and any Transferee pursuant to clause (iii), a “Required Transferee”), except for in the case of its LLC Interest clause (ii) any Transfer to any 80% Owned Affiliate of the transferor Member (provided that counsel a Person whose assets subsequent to the non-Transferring Member reasonably determines that such Transfer would be comprised principally of Interests; provided that (A) in each case such Member shall provide the Company prompt written notice of‌ any such Permitted Transfer, (B) the restrictions contained in this Article XI shall continue to be applicable to the Interests after any such Transfer and (C) in the case of a Transfer under clause (iii), any Founding Firm that is so required to make any such Transfer shall submit the names of any potential transferees to the Board along with any information reasonably requested by the Board, and the Board shall promptly, acting reasonably and in good faith, identify which, if any, of the rights and obligations of a Founding Firm such potential transferees would have and any reasonable and conforming amendments to this Agreement that would be appropriate as a result thereof and, in the event one of such transferees becomes a Transferee pursuant to such Transfer, then such Transferee shall have the rights and obligations of a Founding Firm so determined by the Board, provided that (x) the Board shall not unreasonably withhold, condition or delay its consent to granting such Required Transferee the rights of a Founding Firm described in this Agreement, and (y) the transferring Founding Firm shall not have any adverse tax effect (directly obligation to certify on behalf of such Required Transferee or indirectly) on otherwise be responsible for the non-Transferring Member), or (ii) Transfer to any other Memberperformance of such Required Transferee under this Agreement. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires (b) Notwithstanding the LLC Interest of a Member foregoing, no party hereto shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions of this Agreement shall nevertheless remain a Member of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all avoid the provisions of this Agreement by executing making one or more Transfers to one or more Permitted Transferees and delivering a counterpart signature page hereto; andthen shortly thereafter disposing of all or any portion of such party’s ownership interest in any such Permitted Transferee. (ivc) In the transfer would not materially and adversely affect event of a Permitted Transfer to a Specified Entity by a Founding Firm, the treatment of Board may: (i) require any individual, alternate or observer appointed by or representing such Founding Firm to the Company Board pursuant to Section 8.1 or individual appointed by such Founding Firm to the Founding Firms Advisory Committee pursuant to Section 8.3(c) to resign; (ii) disqualify such Transferee Specified Entity from voting for tax purposes under individuals to serve on the Code Board or the tax laws Founding Firm Advisory Committee (permanently or for such shorter period as the Board may designate), and (iii) redeem such Transferee Specified Entity’s Interests pursuant to Section 11.5(b)(iii).‌ (d) In the event a Permitted Transferee ceases for any reason to be a Permitted Transferee (other than as a result of any state a transaction that otherwise constitutes a Permitted Transfer or in which a transfer to a Required Transferee), such Permitted Transferee shall promptly Transfer the Company does businessCommon Interests owned by such Permitted Transferee to the Member from whom it acquired such Common Interests or to a then-qualifying Permitted Transferee of such Member.

Permitted Transfers. A. The restrictions on Transfers under contained in Section 8.1 10.01 shall not apply to any of the following (ieach, a “Permitted Transfer” and each transferee, a “Permitted Transferee”): (i)(A) a Transfer pursuant to a Redemption or Direct Exchange in accordance with Article XI hereof or (for any consideration or no considerationB) a Transfer by Inland or Cordish of all a Member to the Corporation or any part of its LLC Interest to any 80% Owned Affiliate Subsidiaries (including, for the avoidance of the transferor Member (provided that counsel doubt, pursuant to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring MemberFPOS Contribution Agreement), or (ii) a Transfer to any other an Affiliate of such Member. B. A permitted transferee , (iii) a Permitted Pledge or (iv) a Transfer to a Person to whom such Pledged Units have been pledged as a result of a Member pursuant foreclosure on such Pledged Units; provided, however, that (x) the restrictions contained in this Agreement will continue to Section 8.1.A or 8.2.A hereof that acquires apply to Units after any Permitted Transfer of such Units, (y) in the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee case of the transferor Member's LLC Interestforegoing clause (ii), except upon compliance with the terms Permitted Transferees of Section 8.2.C. A Member who assigns all of its LLC Interest the Units so Transferred shall agree in writing to a permitted transferee (other than the other Member) in accordance with be bound by the provisions of this Agreement Agreement, and prior to such Transfer the transferor will deliver a written notice to the Company and the Members, which notice will disclose in reasonable detail the identity of the proposed Permitted Transferee and (z) in the case of the foregoing clause (iv), upon such Transfer, such Pledged Units shall nevertheless remain automatically be exchanged for Class A Common Stock, the transferor shall then automatically cease to be a Member of the Company subject with respect to all such Pledged Units, and any shares of Class B Stock (together with any Corresponding Rights) corresponding to such Pledged Units shall be canceled and retired (including, in the duties case of the Searchlight Member, any such shares of Class B Stock held by a Searchlight Related Party), in each case, with the provisions of Article XI applying to such Transfer mutatis mutandis (applied for this purpose as if the Corporation had delivered an Election Notice that specified a Share Settlement with respect to such Redemption, and obligations imposed with the applicable Redemption Date occurring on it under this Agreement until such time as the transferee date of such LLC Interest Transfer) such that, for the avoidance of doubt, a Permitted Transferee described in clause (iv) shall not take ownership of such Units or shares of Class B Stock (and shall not become a Member hereunder), and instead shall take ownership of the applicable shares of Class A Common Stock. In the case of a Permitted Transfer of any Common Units by any Member that is admitted authorized to the Company as a substitute Member hold Class B Stock in accordance with the Corporation’s certificate of incorporation to a Permitted Transferee in accordance with this Section 8.2.C. Upon 10.02, such Member (or any permitted assignment subsequent Permitted Transferee of an LLC Interest pursuant such Member) shall also transfer a number of shares of Class B Stock equal to Section 8.2the number of Common Units that were transferred by such Member (or subsequent Permitted Transferee) in the transaction to such Permitted Transferee; provided, that, in the case of the Searchlight Member (or its subsequent Permitted Transferees), the transferor and transferee foregoing obligation to transfer shares of Class B Stock shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following conditions are satisfied: (i) the transferor and transferee have executed and acknowledged such instruments be deemed satisfied so long as the other Members may reasonably deem necessary or desirable SL Collective Registered Owner Requirement (as defined in the Corporation’s certificate of incorporation) remains satisfied immediately following consummation of such Permitted Transfer. All Permitted Transfers are subject to effect such Transfer; (ii) a duly executed and acknowledged written instrument of transfer has been filed with the Company setting additional limitations set forth the intention of the transferor that the transferee become a substituted Member in its place; (iii) the transferee accepts and agrees to be bound by all the provisions of this Agreement by executing and delivering a counterpart signature page hereto; and (iv) the transfer would not materially and adversely affect the treatment of the Company for tax purposes under the Code or the tax laws of any state in which the Company does businessSection 10.07(b).