Common use of Permitted Transfers Clause in Contracts

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that any of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the 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 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 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 the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the 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 have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 shall not apply to any (ai) The Partnership Parties acknowledge 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 agree that 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 Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewithconditions are satisfied: (i) a Transfer made pursuant the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to Article IV or Veffect such Transfer; (ii) a Transfer upon duly executed and acknowledged written instrument of transfer has been filed with the death or disability Company setting forth the intention of the Employee to transferor that the Employee’s Estate; ortransferee become a substituted Member in its place; (iii) a Transfer made in compliance with the federal securities laws transferee accepts and agrees 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 be bound by all the Employee or his Relatives, such that it fails to meet the definition provisions of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement by executing 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 delivering 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 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 3.3counterpart signature page hereto; and (iiiv) each such transferee shall be bound by the terms transfer would not materially and conditions of this Agreement and adversely affect the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance treatment of the restrictions on Transfers in this Agreement Company for tax purposes under the Code or the Partnership Agreement (it being understood that tax laws of any state in which 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 have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer)Company does business.

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that any of Notwithstanding the foregoing, the restrictions set forth herein shall not apply to the following Transfers of Subject Securities by a Holder: a. if such Holder is an individual (each A) for nominal consideration or as a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time gift to any member of such Transfer shall be deemed to be in compliance with the Securities Act and Holder’s “immediate family” (defined for purposes of this Agreement as the spouse, parents, lineal descendants, the spouse of any lineal descendant, and no opinion brothers and sisters) or a trust for the benefit of counsel shall be required in connection therewith: such Holder or any member of such Holder’s immediate family, or (iB) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death of such Holder pursuant to a will or disability 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 Transfer to an Affiliate of the Employee to the Employee’s Estate; or (iii) a Holder if such Transfer made in compliance with the federal securities laws to an Employee’s Trustis not for value; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at in the case of any time includes any Person other than the Employee Transfer described in clauses (a) 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 above, it shall be entitled a condition to make any further Transfers of Subject Units Transferred the Transfer that (x) the transferee executes and delivers to the Company, not later than one business day prior to such transferee except for Transfer, a Transfer back written agreement that is reasonably satisfactory in form and substance to the Employee or Company 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 all of the terms and conditions of this Agreement and the Partnership Contribution Agreement and, if requested (any references to immediate family in the agreement executed by the General Partner, such transferee shall agree expressly refer only to the immediate family of the 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 writing beneficial ownership of the Subject Securities or any securities convertible into or exercisable or exchangeable for the Subject Securities, the Holder shall include a statement in such report to be bound the effect that, in the case of any Transfer pursuant to (i) above, such Transfer is being made as a gift or by will or intestate succession or, in the case 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 conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a“under common control with”), no Person may Transfer Subject Units if such Transfer has as a purpose used with respect to any entity or person, means the avoidance possession, directly or indirectly, of the restrictions on Transfers in this Agreement power to direct or cause the Partnership Agreement (it being understood that direction of the purpose management and policies of this Section 3.3(c) is to prohibit such entity or person, whether through the Transfer ownership 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 have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer)voting securities or otherwise.

Permitted Transfers. (ai) The Partnership Parties acknowledge Notwithstanding the restrictions on Transfer set forth in Section 7.1(a), but subject to the requirements of Section 7.2, Reliance and agree its Affiliates may (A) encumber all or a portion of the Reliance 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 (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 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 Affiliate. After the Drilling Carry Period, in making any such encumbrance, the party providing financing to Atlas or any of its Affiliates shall not be required to comply with the following Transfers (each a “Permitted Transfer”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 all, but not less than all, this Agreement. Nothing in this Agreement shall prohibit Atlas or any of its Affiliates from Transferring all or a portion of the Subject Units owned by Atlas Interests to the Employee at administrative agent and the time of such Transfer shall be deemed to be lenders under the Atlas Credit Agreement in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the 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 Partnershipterms thereof. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee 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 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 the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the 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 have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that any Subject to Section 3, the provisions of Section 1 shall not apply to the following Transfers of shares by a member (each of which shall be deemed to constitute a “Permitted Transfer,” and each Transferee of a Permitted Transfer of shares under clause (a) through (g) are referred to herein as a “Permitted Transferee”): (a) any Transfer of allshares by a member to an Affiliate of such member (provided, but not less than all, that such Affiliate remains an Affiliate of the Subject Units owned by the Employee at the time of transferring member immediately after such Transfer shall be deemed to be in compliance and such transferring member remains, jointly and severally with the Securities Act Affiliate Transferee, responsible for any and all obligations and liabilities under this Agreement and no opinion Article II); (b) in the case of counsel shall be required in connection therewith: a member who is an individual, any Transfer of shares by such member to (i) the spouse or children (whether lineal or adopted) of such member (each, a Transfer made pursuant to Article IV “Family Member”) or V; (ii) any trust or similar estate planning entity established for the sole benefit of a Transfer upon the death or disability of the Employee to the Employee’s Estate; or Family Member (iiia “Permitted Trust”) a Transfer made in compliance with the federal securities laws to an Employee’s Trust; (provided, however, that it each such Permitted Trust shall provide that all of the beneficial interests therein are held by a Family Member and that the voting, managerial and operational control of such Permitted Trust remains solely with such member who establishes the Permitted Trust until the death or incapacity of such member); (c) any Transfer of shares by a member who is expressly understood and agreed that if a senior executive of the Company or any of its Subsidiaries (or by such Employeemember’s Trust at estate or applicable beneficiary in the event of such member’s death) to (i) the Company or any time includes of its Subsidiaries (ii) any Person other than of the Employee or his RelativesExisting Members, their respective Affiliates or, with respect to any Existing Member who is an individual, such that it fails Existing Member’s Family Members or Permitted Trusts, or (iii) any third party, in each case pursuant to meet the definition of “Employee’s Trust” post-termination rights set forth in Exhibit Asuch senior executive’s employment contract with the Company or any of its Subsidiaries, then as applicable (an “Executive Transfer”); (d) any Transfer of shares by a member in connection with any tender or exchange offer, merger, consolidation, amalgamation, recapitalization or other form of business combination involving the Company that is available on the same terms to all holders of Ordinary Shares (including all Ordinary Shares issuable upon conversion of the Preference Shares) and approved by the Board of Directors; (e) any Transfer of shares by a member consented to by the Board of Directors, if any, which consent shall be granted or withheld in the Board of Directors’ sole discretion; provided, that such Transfers shall be subject to rights of first offer in favor of the Company and the other members consistent with the procedures set forth in Section 5 (Rights of First Offer) and Tag-Along Rights in favor of the New Members consistent with the procedures set forth in Section 6 (Tag-Along Rights); provided, further, that neither ▇▇▇▇▇▇▇ ▇▇▇▇ (for purposes of this Section 2(e) only, ▇▇▇▇▇▇▇ ▇▇▇▇ shall be deemed to include any Permitted Transferee of ▇▇▇▇▇▇▇ ▇▇▇▇ under Section 2(a) and (b)) nor ▇▇▇▇ Idol (for purposes of this Section 2(e) only, ▇▇▇▇ Idol shall be deemed to include any Permitted Transferee of ▇▇▇▇ Idol under Section 2(a) and (b)) shall effect any Transfers under this Section 2(e) if such Transfer (together with all other Transfers made by such person under this Section 2(e)) results in ▇▇▇▇▇▇▇ ▇▇▇▇ or ▇▇▇▇ Idol, as the case may be, holding less than 80% of the shares held by such person on the date of the Shareholders Agreement on a fully diluted basis (assuming the exercise of all stock options); provided, further, that nothing contained in this Section 2(e) shall no longer be prohibit ▇▇▇▇▇▇▇ ▇▇▇▇ or ▇▇▇▇ Idol from participating in compliance a Tag-Along Sale or Drag-Along Sale in accordance with this Agreement the provisions of (i) Section 6 (Tag-Along Rights) and (ii) Section 7 (Drag-Along Rights); (f) any Transfer of shares by a member subject to, or in accordance with, the provisions of (i) Section 6 (Tag-Along Rights) or (ii) Section 7 (Drag-Along Rights); (g) any Transfer of Shares by a member in the IPO; (h) any Transfer of Shares by an member pursuant to Section 5(j) of the Subscription Agreement; or (i) any Transfer of shares by a New Member that purchased at least 1,628,528 Preference Shares in the Offering if (i) such Employee’s Trust shall Transfer all is made to a mutual fund, pension plan or other passive institutional investor which, to the knowledge of such Subject Units back New Member, typically makes investments in persons in the ordinary course of business for investment purposes only and not with the purpose or effect of changing or influencing the control of such person, (ii) such Transfer (A) does not cause the Company to become a reporting company under the Exchange Act and (B) does not increase the number of record and beneficial owners of shares to be more than 150 persons as a result of such Transfer, (iii) as a result of such Transfer, no person would have (together with its Affiliates) beneficial or record ownership of 50% or more of the outstanding Preference Shares or more than 50% of the Ordinary Shares for which the Preference Shares may be converted (other than to the Employee or extent such Transfer is made to another Person person that is a member on the date of the Shareholders Agreement) and (iv) such Transfer is subject to whom the Employee would have been able rights of first offer in favor of the Company and the other members consistent with the procedures set forth in Section 5 (Rights of First Offer); it being understood that notwithstanding anything contained in Section 5.3 of the Shareholders Agreement to the contrary, any Transfer Subject Units made pursuant to this Section 3.3 and2(i) shall not Transfer any board observer rights but shall instead Transfer the right, provided further, that if to the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than extent the Employee or his Relatives, then transferee meets the General Partner, on behalf requirements of the Partnershipfirst sentence of Section 5.3(b) of the Shareholders Agreement, may, at its option, cause the Employee’s Trust to forfeit such Subject Units receive copies of all materials and information provided to the Partnership. members of the Board of Directors (b) It is expressly understood whether in connection with a meeting, an action by written consent or otherwise), including an annual budget and agreed that business plan and any multi-year budget or business plan. Shares purchased in the event of Offering by New Members that are Advised Accounts and have a Permitted Transfer to a Permitted Transferee: (i) no such transferee common or Affiliated investment adviser shall be entitled to make any further Transfers aggregated for purposes of Subject Units Transferred to determining whether such transferee except for a Transfer back to New Member has met 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 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 the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the 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 threshold regarding Preference Shares purchased 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 have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer)Offering.

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that Neither the Equity Participant nor any permitted transferee of the Equity Participant shall Transfer all or any of the following Transfers Shares to any Person except in accordance with Sections 3 and 4. Notwithstanding anything to the contrary contained herein (each a “Permitted Transfer”) of allother than Section 3), but not less than all, the Equity Participant (and any permitted transferee of the Subject Units owned by the Employee at the time Equity Participant) may Transfer all or any portion of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: his Shares: (i) if the stockholder is a Transfer made pursuant limited partnership or a trust, to Article IV any member of the Group of which the Equity Participant (or V; such permitted transferee) is a member; provided, that such 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 provisions of this Agreement; (ii) if the stockholder is a Transfer upon corporation or a limited liability company, to any member of its Group; provided, that such transferee shall agree in writing with the death or disability Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of the Employee to the Employee’s Estateprovisions of this Agreement; or (iii) a Transfer made if the stockholder is an individual, to any member of the Family of such stockholder; provided, that such new transferee shall agree in compliance writing with the federal securities Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement and, provided, further, that the interests in any Family trusts shall be non-transferable; and (iv) if the transferor is a permitted transferee of the Equity Participant by will or the laws of descent and distribution, provided that each such new transferee shall be bound by all of the provisions of this Agreement to an Employee’s Trustthe same extent as if such transferee was a party hereto. (b) If requested in writing by the 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 eighty (180) days after the effective date of the registration statement filed with respect to said offering; 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 this restriction will not apply 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 transfers permitted under Section 3.3 and, 6.1(a) 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 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 conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing agrees to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers restriction contained 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 have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer6.1(b).. RESTRICTED STOCK PURCHASE AGREEMENT

Permitted Transfers. (a) A Transfer by a Member to its ultimate parent entity or to a wholly-owned direct or indirect subsidiary of its 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 paragraph (b) below. (b) The Partnership Parties acknowledge and agree that any Initial Class B Member is expressly allowed to contribute all of the following Transfers (each assets of its consulting division, "KPMG Consulting" to a “Permitted Transfer”) of allnewly created corporation, but not less than allincluding the Initial Class B Member's Membership Interest in the Company, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the 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 the Initial Class B Member must have caused, simultaneously with or prior to such contribution: (1) all assets relating to the Initial Class B Member's participation in the Company, including but not limited to all products and agreed that if services provided to or acquired from the Company and all intellectual property rights licensed to or licensed from the Company, to be simultaneously and irrevocably sold, assigned, and transferred to such Employee’s Trust at any time includes any Person other than newly created corporation; (2) the Employee or his RelativesInitial Class B Member and such newly created corporation to have executed and delivered an assignment and assumption agreement, such that it fails reasonably satisfactory in form and content to meet the definition of “Employee’s Trust” set forth in Exhibit ACompany, then such Transfer shall no longer be in compliance with by which the initial Class B Member will assign all rights under this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back the Transaction Documents to which 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 Initial Class B Member is 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 shall be entitled to make any further Transfers of Subject Units Transferred party to such transferee except for newly created corporation, and such newly created corporation will have assumed all liabilities and obligations under this Agreement and the Transaction Documents to which the Initial Class B Member is 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 3.3party; and (ii3) each such transferee shall be bound all shares of securities of the Initial Class C Member, beneficially held or held of record by the terms Initial Class B Member to be simultaneously and irrevocably sold, assigned and transferred to such newly-created corporation. Upon the satisfaction of the conditions set forth in the immediately preceding proviso, the Membership Interest of this Agreement the Initial Class B Member will be transferred to such corporation and such corporation will be admitted to the Partnership Agreement and, if requested Company as a substitute Member without further action by the General Partner, such transferee shall agree in writing to be bound by Management Committee or the terms and conditions of this Agreement and the Partnership AgreementMembers. (c) Notwithstanding Section 3.3(a)Sales, no Person may Transfer Subject Units if such Transfer has as transfers, assignments, or pledges of interests in a purpose the avoidance Member's ultimate parent company or of the restrictions on Transfers in this Agreement any intermediate parent company will not constitute sales, transfers, assignments, or the Partnership Agreement (it being understood that the purpose pledges of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change any interest in the relationship between Company if, immediately following such event all assets relating to the transferor Company and such Member's obligations to the transferee after Company, are owned or controlled by the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had resulting ultimate parent company of such change in such relationship occurred prior to such Transfer)Member.

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that any of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Each Stockholder (other than an Employee Stockholder) may Transfer made pursuant to Article IV any or V; (ii) a Transfer upon the death or disability all of the Employee Securities held by it to the Employee’s Estate; or (iii) a Transfer made in compliance any of its Permitted Assignees without complying with the federal securities laws to an Employee’s Trustprovisions of this Article IV, other than Section 4.1; provided, however, that, with respect to a Transfer to a Permitted Assignee, (x) such Permitted Assignee shall have agreed with the Company, in a written instrument reasonably satisfactory to the Company, that it will immediately convey record and beneficial ownership of all Securities and all rights and obligations hereunder to such Stockholder or another Permitted Assignee of such Stockholder prior to such time as it would cease to be a Permitted Assignee of such Stockholder and (y) as a condition to such Transfer, such Permitted Assignee shall become a party to this Agreement as provided in Section 4.1(a) and (ii) any Stockholder that is expressly understood and agreed that if such Employee’s Trust at a private equity fund may, subject to compliance with Section 5.13 distribute any time includes any Person or all of the Securities held by it to its partners, members or other investors without complying with the provisions of this Article IV, 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 Partnership4.1. (b) It Each Stockholder that is expressly understood and agreed that in an Employee Stockholder may Transfer any or all of the event of a Permitted Transfer Securities held by him, her or it to a Permitted Transferee: Assignee of such Employee Stockholder without complying with the provisions of this Article IV other than Section 4.1; provided, that (i) no such transferee Permitted Assignee shall be entitled have agreed with the Company, in a written instrument reasonably satisfactory to make any further Transfers the Company, that he, she or it will immediately convey record and beneficial ownership of Subject Units Transferred all Securities and all rights and obligations hereunder to such transferee except for transferring Employee Stockholder or another Permitted Assignee of such transferring Employee Stockholder if he, she or it ceases to be a Transfer back to the Permitted Assignee of such Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and Stockholder and (ii) each such transferee shall be bound by the terms and 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 the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the 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 have been directly permitted under this Agreement had such change in such relationship occurred prior condition to such Transfer), such Permitted Assignee shall become a party to this Agreement as provided in Section 4.1.

Permitted Transfers. The provisions of Section 2.1 (aRestrictions on Transfer of Shares), Section 3.1 (Right of First Offer) The Partnership Parties acknowledge and agree that any Section 3.2 (Right of the following Transfers (each a “Permitted Transfer”Co-Sale) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewithnot pertain or apply to: (i) any transfer of Equity Securities by a Transfer made pursuant Holder to Article IV such Holder’s ancestors, descendants or Vspouse or the ancestors and descendants of such spouse or to a trust for their benefit, provided that all of the beneficial interests in such trust are owned or controlled by such Holder; (ii) any transfer of Equity Securities by a Transfer upon Holder to its Affiliate; (iii) the death or disability grant of a security interest in and pledge of Equity Securities by GapStar or, subject to the consent of the Employee 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 Employee’s Estatepublic pursuant to a registration statement filed by the Company; or (iiiv) subject to and without derogating from Section 3.2(c) of this Agreement, any sale of Equity Securities in connection with a Transfer made Sale Transaction (as defined in compliance with the federal securities laws to an EmployeeCompany’s TrustMemorandum and Articles of Association); (each of the foregoing transfers, a “Permitted Transfer” and the transferees described therein, each, a “Permitted Transferee”), 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 transfer may 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 made pursuant to this Section 3.3 and, provided further, that if (Permitted Transfers) unless (x) the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person transferee (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 a lender in the event case of a Permitted Transfer to a Permitted Transferee: (ipledge of GapStar) no such transferee 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 conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree 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 and (z) the Partnership Agreement. (c) Notwithstanding transfer complies in all respects with applicable federal and state securities laws, including, without limitation, the Securities Act. If reasonably requested by the Company, except with respect to a Permitted Transfer under Section 3.3(a3.3(iii), no Person may Transfer Subject Units if an opinion of counsel to such Transfer has as transferring Holder shall be supplied to the Company, at such transferring Holder’s expense, to the effect that such transfer complies with the applicable United States Federal and state securities laws. Upon becoming a purpose party to this Agreement, (i) the avoidance Permitted Transferee of a Major Investor shall be substituted for, and shall enjoy the restrictions on Transfers in this Agreement or same rights and be subject to the Partnership Agreement same obligations as, the transferring Major Investor hereunder with respect to the Equity Securities transferred to such Permitted Transferee, (it being understood that ii) the purpose Permitted Transferee of this Section 3.3(ca 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) 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 of any other Holder shall be substituted for, and shall be subject to the Transfer same obligations, but not the same rights, as the transferring other Holder hereunder with respect to the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior Equity Securities transferred to such Transfer)transferee.

Permitted Transfers. Notwithstanding anything in this Agreement to the contrary, the restrictions 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 (ai) The Partnership Parties acknowledge to a trust where the beneficiary of such trust is a charitable organization to which Transfers of Shares would be deductible for Federal income and agree gift tax 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 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 of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer transferee shall be deemed to be take such Shares subject to all provisions of this Agreement applicable to the transferor. Any transfer of Shares pursuant to and in compliance with the Securities Act and this Agreement and no opinion of counsel Section 2 shall be required in connection therewith: (i) a Transfer made permitted transfer under this Agreement, and any transferee of such Shares pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s Estate; or (iii) a Transfer made and in compliance with this Section 2 is herein referred to as a “Permitted Transferee.” Each Permitted Transferee, if not previously a Party, shall upon consummation of the federal securities laws Transfer, be deemed a Party. Notwithstanding anything in this Section 2 to an Employee’s Trust; providedthe contrary, howevereach Party acknowledges and agrees that after the consummation of any Charitable Transfer in accordance with the terms hereof, that it is expressly understood and agreed that if the Shares subject to 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 Charitable 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 subject 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 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 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 the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the 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 have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. Motient hereby agrees that, until it and any permitted transferees under paragraph (e) or (h) hereunder have disposed of all of the 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”) of any Acquired Shares except: (a) The Partnership Parties acknowledge and agree that any the 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 following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s EstateMSV Exchange Agreement; or (iiib) a Transfer made 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 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 compliance the aggregate, more than five percent (5%) (with each Person, other than Affiliates of the federal securities laws to an Employee’s Trusttransferring Holder, 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 it is expressly understood in each such case, the transferee shall receive and agreed 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, except in accordance with the provisions of this Section 5.1; or (f) a bona fide pledge of or the granting of a security interest in the Resale Shares or Resale Shares to an institutional lender for money borrowed, provided that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such lender acknowledges in writing 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 has received 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 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 conditions copy of this Agreement and agrees, upon its becoming the Partnership Agreement andowner of, if requested by the General Partneror obtaining dispositive authority with respect to or in connection with any disposition of, any such transferee shall agree in writing Resale Shares, to be bound by the provisions of this Agreement in 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); or (g) sales or transfers of Resale Shares pursuant to a tender or exchange offer which the Board of Directors of SkyTerra 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 (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 conditions 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 Common Shares; provided, that in the event that Motient seeks to effect a Disposition of any Resale Shares pursuant to clauses (d), (e) or (h) of this Section 5.1, (i) such Disposition is made in 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 Partnership MSV Exchange Agreement. , (cB) Notwithstanding does not 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 3.3(a5.1(d), such opinion shall only be required if requested by SkyTerra’s transfer agent and in any event no Person may Transfer Subject Units if such Transfer has as a purpose opinion shall be required for Dispositions pursuant to Rule 144(k) under the 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 have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer)Securities Act.

Permitted Transfers. 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 (a) The Partnership Parties acknowledge and agree that any of such Holder’s Permitted Transferees, upon written notice to PubCo or (b)(i) a charitable organization, upon written notice to PubCo, (ii) in the following Transfers (each a “Permitted Transfer”) case of allan individual, but not less than all, by virtue of Laws of descent and distribution upon death of the Subject Units owned by individual, (iii) in the Employee case of an individual, pursuant to a qualified domestic relations order or (iv) pursuant to any liquidation, merger, stock exchange or other similar transaction which results in all of 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 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 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 that is a Permitted Transferee of the Transferor shall be required, at the time of and as a condition to such Transfer shall be deemed Transfer, to be become a party to this Investor Rights Agreement, by executing and delivering a joinder, substantially in compliance with the Securities Act and form attached to this Investor Rights Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the 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 as Exhibit A, then whereupon such Transfer shall no longer Transferee will be in compliance treated as a Party (with the same rights and obligations as the Transferor) for all purposes of this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back Investor Rights Agreement. Notwithstanding anything 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 andcontrary, 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 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 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 the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of doubt, the restrictions on Transfers in this Agreement or Sponsor shall be permitted to forfeit any portion of its Lock-Up Shares pursuant to 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 have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer)Sponsor Letter.

Permitted Transfers. A Seller shall be free at any time (a) The Partnership Parties acknowledge and agree that any without the consent of the following Transfers Purchaser but, in the case of clauses (each a “Permitted Transfer”i), (ii), (iv) of allthis sentence, but 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) in the case the transferring Seller is a natural person, to a trust or estate, limited liability company, limited partnership or similar vehicle owned or controlled by such Seller; (ii) in the case of a transferring Seller that is not less than alla 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 Subject Units case of any Seller, to the Purchaser (whether pursuant to the provisions of this Article II or otherwise); and (iv) in the case of R▇▇▇▇▇ ▇▇▇▇▇▇▇, to M▇▇▇▇▇▇ ▇▇▇▇▇▇▇. Seller Shares owned or held by a 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’s Common Stock that has been approved by the Employee at the time Company’s Board of such Transfer shall be deemed to be Directors and otherwise in compliance with all applicable laws, rules and regulations. Notwithstanding the Securities Act and foregoing, in the case of any Transfer permitted under this Agreement and no opinion of counsel shall be required in connection therewith: Section 2.02 (i) other than a permitted Transfer made pursuant to Article IV the preceding sentence or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s Estate; or clauses (iii) and (iv) of this Section 2.02), it shall be a Transfer made in compliance with the federal securities laws condition 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 that such transferee agrees, by executing a joinder agreement in substantially the form attached hereto as Exhibit A (y) to be in compliance with bound by this Agreement and such Employee’s Trust shall Transfer as a Seller with respect to all of the Seller Shares Transferred to 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 andtransferee, provided further, and (z) 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 all 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 shall be entitled to make any further Transfers of Subject Units Seller Shares Transferred to such transferee except for a Transfer back remain subject 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 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 the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance all of the terms, conditions and 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 have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer)hereof as Seller Shares.

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that any None of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be restrictions contained in compliance with the Securities Act and this Agreement with respect to transfers of Common Stock or Warrants (other than those set forth in this Section 2(b) and no opinion of counsel Section 2(c)) shall be required in connection therewithapply: (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 Transfer made pursuant to Article IV trust of which there are no beneficiaries other than one or Vmore of such Shareholder and the relatives of such Shareholder; (C) a partnership of which there are no partners other than one or more of such Shareholder and the relatives of such Shareholder; (D) a corporation of which there are no Shareholders other than one or more of such Shareholder and the relatives of such 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 laws of descent; (ii) a Transfer upon the death or disability to any transfer by any Shareholder that is not an individual to any Affiliate thereof, as such term is defined in Rule 12b-2 of the Employee 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 Employee’s Estate; orSecurities Act of 1933, as amended (the "Securities Act"); (iii) to any transfer by any Shareholder that is a Transfer partnership (other than JFLEI or an Affiliate of JFLEI) to the general and/or limited partners of such Partnership as of the date hereof; PROVIDED that such transfer is made PRO RATA according to the economic interests of such partners thereof as determined under the governing instructions of such partnership; (iv) to any transfer by a Selling Shareholder (as hereinafter defined) made in compliance accordance with the federal securities laws applicable provisions of Section 3 and, unless such transfer is to an Employee’s Trust; providedOfferee Shareholder (as hereinafter defined), however, that it is expressly understood and agreed that if such Employee’s Trust at the applicable provisions of Section 4; (v) to 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 transfer by a Tag-Along Shareholder (as hereinafter defined) pursuant to the Employee or Tag-Along Right (as hereinafter defined); and (vi) to another Person any transfer by a Drag-Along Shareholder (as hereinafter defined) made pursuant to whom the Employee would have been able Drag-Along Right (as hereinafter defined); and (vii) to Transfer Subject Units any transfer by a Shareholder for cash in a bona fide public offering (a "Registered Offering") pursuant to an effective registration statement under the Securities Act of 1933. Transfers made pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails 2(b) are referred 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 herein as "Permitted Transfers" and agreed that in the event of transferees taking under a Permitted Transfer are referred to herein as "Permitted Transferees." Transferees taking under a Permitted Transferee: Transfer described in Sections 2(b)(i) through (iiii) no such transferee shall be entitled are referred 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 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 the terms and conditions of this Agreement and the Partnership Agreementherein as "Related Transferees. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the 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 have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer)."

Permitted Transfers. 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) The Partnership Parties acknowledge and agree that any of such Person’s Permitted Transferees, upon written notice to PubCo, or (b) (i) in the following Transfers (each a “Permitted Transfer”) case of allan individual, but not less than all, by virtue of laws of descent and distribution upon death of the Subject Units owned individual; (ii) in the case of an individual, pursuant to a qualified domestic relations order; or (iii) pursuant to any liquidation, merger, stock exchange or other similar transaction which results in all of PubCo’s shareholders having the right to exchange their Ordinary Shares 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 (a) or (b) 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 such Transferee shall agree to be bound by such restrictions and obligations in writing and acknolwedged by PubCo, and (y) the Employee 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 shall be deemed Transfer, to be become a party to this Investor Rights Agreement by executing and delivering a joinder in compliance with the Securities Act and form attached to this Investor Rights Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the 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 as Exhibit A, then whereupon such Transfer shall no longer Transferee will be in compliance treated as a Party (with the same rights and obligations as the Transferor) for all purposes of this Agreement and such Employee’s Trust shall Transfer all Investor Rights Agreement. Notwithstanding the foregoing provisions 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 and4.2, provided further, that if the Employee’s Trust fails to a Holder may not 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 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 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 the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units 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 or the Partnership Investor Rights Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit provision includes prohibiting the Transfer of Subject Units to a transferee 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 transferor Holder and the transferee Permitted Transferee (or a change of control of such Holder or Permitted Transferee) after the Transfer with the result and effect that the transferor Holder has indirectly made a Transfer that of Lock-Up Shares by using a Permitted Transferee, which Transfer would not have been directly permitted under this Agreement Article IV had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. The restrictions on transfer provided in Section 2.2(a) shall not be applicable to (ai) The Partnership Parties acknowledge and agree that any of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be transfer in compliance with the Securities Act federal and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal all applicable state securities laws to an Employee’s Trust; providedAffiliate of the holder of Restricted Securities, however, that it is expressly understood and agreed that from an Affiliate of such holder to such holder or between Affiliates of such holder (if any such Employee’s Trust at any time includes any Person other than the Employee or his RelativesAffiliate 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 that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer Restricted Securities shall no longer immediately be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units transferred back to the Employee transferor thereof), (ii) any transfer upon the death of any holder of Restricted Securities to such holder's executors, administrators or testamentary trustees or (iii) any transfer to another Person a trust the beneficiaries of which include only the holder of such Restricted Securities or such holder's spouse, parents, siblings or descendants (any transferee referred to whom in (i), (ii) 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 Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 andcase may be), provided further, that if and the Employee’s Trust fails to make such a Transfer within 45 days shares of first including any Person other than the Employee Common Stock 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 Warrants it acquires shall be bound by and be entitled to the Partnership. benefits of all the provisions of this Agreement applicable to Common Stock or Warrants (b) It is expressly understood as the case may be), and agreed that in the event of a upon such agreement such Permitted Transfer to a Permitted Transferee: (i) no such transferee Transferee 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 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 the terms and conditions of this Agreement and the Partnership Agreementbenefits. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the 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 have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. (a) The Partnership Parties acknowledge and agree Nothing contained in Article 5 shall apply to any Transfer of Equity Securities that any of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewithis: (i) a Transfer made pursuant to Article IV or V; of Equity Securities held by a Promoter (ii) a Transfer upon the death or disability of the Employee to the 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 RelativesImmediate 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 that it fails Permitted Transferee shall be required to meet the definition execute a Deed of “Employee’s Trust” set forth in Exhibit AAdherence, then simultaneously upon 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 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 3.3Equity Securities; and (ii) each such transferee Permitted Transferees shall be permitted to hold such Equity Securities in accordance with Part B of the 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 terms and conditions Promoter contained in Part B of this Agreement the Articles except for transfer restrictions as set out in Article 5 and the Partnership Agreement andobligation to ensure that he/she shall exercise the voting rights attached to his/her Equity Securities in accordance with Part B of the Articles. (iii) a transfer of Equity Securities by a Shareholder of the Company through an offer for sale as part of an IPO undertaken in terms of Clause 6 of these Articles, if requested subject to Article 5.1(a) of the Articles. (iv) a transfer of Equity Securities held by the General PartnerPromoters 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 transferee legal heirs or successors shall agree in writing to 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 conditions of this Agreement and the Partnership Agreement(c) be designated as a ‘promoter’, if required, to consummate an IPO/Qualified IPO under Article 6, if required under applicable Law. (c) Notwithstanding Section 3.3(a), no Person may Any agreement or arrangement to Transfer Subject Units if 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 has 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 purpose the avoidance breach of the restrictions on Transfers in this Agreement or the Partnership Agreement Part B of these Articles. (it being understood that the purpose of this Section 3.3(cd) is to prohibit Notwithstanding the Transfer of Subject Units Equity Securities by the Promoters to a transferee followed by a change Permitted Transferees in accordance with Article 5, the relationship between Promoters shall, at all times, continue to be responsible for ensuring that all obligations of the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted ‘Promoter’ under this Agreement had such change in such relationship occurred prior to such Transfer)Part B of these Articles are duly complied with.

Permitted Transfers. Interests may be transferred: (a) The Partnership Parties acknowledge and agree that any from the estate of the following Transfers a deceased Trust Beneficiary to one or more beneficiaries taking by operation of law or pursuant to testamentary succession; (each a “Permitted Transfer”b) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) the spouse or issue of a Transfer made pursuant Trust Beneficiary, (ii) an entity selected by a Trust Beneficiary, provided that transfers to Article IV such entity are deductible for Federal income, gift and estate tax purposes under Sections 170, 2055 and 2522 of the Internal Revenue Code of 1986, as amended, or V(iii) a trust established for the exclusive benefit of one or more of (x) Trust Beneficiaries, (y) individuals described in clause (i) of this Section 4.2(b) or (z) entities described in clause (ii) of this Section 4.2(b); (iic) to a Transfer trust established to hold Interests on behalf of an employee benefit plan; (d) if the Trust Beneficiary is not a natural person, by operation of law to the surviving entity upon the death merger or disability consolidation of the Employee Trust Beneficiary into another entity, to the Employee’s Estatepurchaser of substantially all the assets of the Trust Beneficiary or to the appropriate Persons upon the dissolution, termination or winding up of the Trust Beneficiary; (e) by operation of law as a consequence of the bankruptcy or insolvency of a Trust Beneficiary or the granting of relief to the Trust Beneficiary under the Federal bankruptcy laws; or (iiif) from a Transfer made in compliance with the federal securities laws to trust holding 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 insurance policy 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, annuity contract on behalf of the Partnership, may, at its option, cause insured Person under the Employee’s Trust policy or contract to forfeit such Subject Units those Persons to whom Interests are required to be so transferred pursuant to the Partnership. (b) It terms of that trust. Except for a transfer pursuant to Section 4.2(a), no transfer by a Trust Beneficiary of only a part of its Interests that is expressly understood and agreed that otherwise permitted by this Section 4.2 shall be given effect, however, if it would result in the event a transferee owning other than a whole number of Interests. The Custodian shall record on its records in accordance with customary practices any transfer of Interests by a Permitted Transfer Trust Beneficiary to a Permitted Transferee: (i) no such transferee 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 a transfer permitted by this Section 3.3; and (ii) each such transferee 4.2 is made following receipt by the Custodian of a written notice of the transfer, together with any supporting documentation reasonably required by, and in form and substance reasonably satisfactory to, the Custodian. All questions regarding the validity of any transfer shall be bound determined by the terms and conditions of this Agreement and the Partnership Agreement and, if requested Custodian in good faith. A transfer shall only become effective when it has been recorded by the General Partner, such transferee shall agree Custodian on its records in writing to be bound by the terms and conditions of this Agreement and the Partnership Agreementaccordance with its customary practices. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the 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 have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. Further notwithstanding anything to the contrary contained herein (a) The Partnership Parties acknowledge and agree that any but subject to the provisions of the following Transfers (each a “Permitted Transfer”) of allSection 9.4), but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) Holdings or any Member of Holdings (or its representatives) may Transfer all or a Transfer made pursuant portion of any Units in Holdings (A) to Article IV (x) such transferor’s immediate family members or V; trusts established for the benefit of such family members for estate planning purposes, (iiy) a Transfer Charity for gratuitous purposes or (z) Holdings or any other Member of Holdings, or (B) by devise or descent or by operation of law upon the death or disability of such Member of Holdings, (ii) without limiting any of the Employee foregoing, a Member of Holdings may withdraw or be involuntarily withdrawn as a Member of Holdings but continue to exercise rights as an interest holder and/or member thereof, in all events to the Employee’s Estate; or extent provided in the Holdings Operating Agreement, (iii) a Transfer made Units in compliance Holdings and/or related rights may be directly or indirectly sold, assigned, pledged, transferred, or otherwise disposed of pursuant to the terms of the Holdings Operating Agreement, (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 federal securities laws to an Employee’s Trust; providedHoldings Operating Agreement, however(v) any interests of Holdings in Acquisition may be sold, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than assigned, pledged, transferred, or otherwise disposed of in accordance with the Employee or his Relatives, such that it fails to meet terms of the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Holdings Operating Agreement and such Employee’s Trust shall Transfer all any interests of such Subject Units back to Publico in Holdco may be sold, assigned, pledged, transferred, or otherwise disposed of in accordance with 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 terms of the Partnershiporganizational documents of Publico and (vi) any Transfer of shares of Class A Common Stock or Class B Common Stock in accordance with applicable Law, 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 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 conditions of this Transaction Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee organizational documents of Publico shall agree in writing not be deemed to be bound by a prohibited Transfer hereunder. Additionally, the terms Partners hereby agree to pledge their Units as and conditions of this Agreement and to the Partnership Agreementextent required under the Loan Facility. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the 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 have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. The restrictions on transfer provided in Section 2.2(a) shall not be applicable to (ai) The Partnership Parties acknowledge and agree that any of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be transfer in compliance with the Securities Act federal and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal all applicable state securities laws to an Employee’s Trust; providedAffiliate of the holder of Restricted Securities, however, that it is expressly understood and agreed that from an Affiliate of such holder to such holder or between Affiliates of such holder (if any such Employee’s Trust at any time includes any Person other than the Employee or his RelativesAffiliate 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 that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer Restricted Securities shall no longer immediately be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units transferred back to the Employee transferor thereof), (ii) any transfer upon the death of any holder of Restricted Securities to such holder's executors, administrators or testamentary trustees or (iii) any transfer to another Person a trust the beneficiaries of which include only the holder of such Restricted Securities or such holder's spouse, parents, siblings or descendants (any transferee referred to whom in (i), (ii) 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 Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 andcase may be), provided further, that if and the Employee’s Trust fails to make such a Transfer within 45 days shares of first including any Person other than the Employee Common Stock 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 Warrants it acquires shall be bound by and be entitled to the Partnership. benefits of all the provisions of this Agreement applicable to Common Stock or Warrants (b) It is expressly understood as the case may be), and agreed that in the event of a upon such agreement such Permitted Transfer to a Permitted Transferee: (i) no such transferee Transferee 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 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 the terms and conditions of this Agreement and the Partnership Agreementbenefits. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the 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 have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that Neither the Equity Participant nor any permitted transferee of the Equity Participant shall Transfer all or any of the following Transfers Shares to any Person except in accordance with Sections 3 and 4 hereof. Notwithstanding anything to the contrary contained herein (each a “Permitted Transfer”) of allother than Section 3 hereof), but not less than all, the Equity Participant (and any permitted transferee of the Subject Units owned by the Employee at the time Equity Participant) may Transfer all or any portion of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: his Shares: (i) if the stockholder is a Transfer made pursuant limited partnership or a trust, to Article IV any member of the Group of which the Equity Participant (or V; such permitted transferee) is a member, provided, that such 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 provisions of this Agreement; (ii) if the stockholder is a Transfer upon corporation or a limited liability company, to any member of its Group; provided, that such transferee shall agree in writing with the death or disability Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of the Employee to the Employee’s Estate; orprovisions of this (iii) a Transfer made if the stockholder is an individual, to any member of the Family of such stockholder, provided, that such new transferee shall agree in compliance writing with the federal securities Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement and, provided, further, that the interests in any Family trusts shall be nontransferable; and (iv) if the transferor is a permitted transferee of the Equity Participant by will or the laws of descent and distribution, provided that each such new transferee shall be bound by all of the provisions of this Agreement to an Employee’s Trustthe same extent as if such transferee was a party hereto. (b) If requested in writing by the 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 eighty (180) days after the effective date of the registration statement filed with respect to said offering; 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 this restriction will not apply 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 transfers permitted under Section 3.3 and, 6.1 (a) 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 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 conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing agrees to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers restriction contained 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 have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer6.1(b).

Permitted Transfers. Notwithstanding the foregoing provisions of this Article 6, Tenant shall have the right to make a Transfer without Landlord’s consent, but with prior written notice to Landlord, to (a) The Partnership Parties acknowledge an Affiliate so long as such entity remains in such relationship to Tenant, and (b) a Successor, provided that prior to or simultaneously with any assignment pursuant to this Section, such Affiliate or Successor, as the case may be, and Tenant execute and deliver to Landlord an assignment and assumption agreement in form and substance reasonably acceptable to Landlord whereby such Affiliate or Successor, as the 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 any the provisions of this Article 6 shall, notwithstanding such Transfer, continue to be binding upon it with respect to all future Transfers. A Transfer made subject to and in accordance with the following Transfers (each terms and provisions of this paragraph is referred to herein as a “Permitted Transfer”) of all. For the purposes hereof, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer an “Affiliate” shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: defined as any entity (i) a that has an acceptable tangible net worth and the financial wherewithal to meet its obligations under the Transfer made pursuant to Article IV or V; instrument; and (ii) 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 Transfer upon the death group or disability otherwise, indirect ownership or possession of the Employee 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 Employeepurposes 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 Estate; or stock or assets, provided that the surviving entity shall have a net worth and other financial indicators sufficient to meet Tenant’s obligations hereunder (iii) a Transfer made but 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 no event less than the Employee tangible net worth of Tenant as of the date of this Lease or his Relativesthe date immediately preceding the Transfer, such that it fails to meet whichever is greater). Notwithstanding the definition provisions of “Employeethis Section, no transaction or series of transactions which are effected solely for the purpose of qualifying as a transaction which does not require Landlord’s Trust” set forth in Exhibit A, then such Transfer consent (i.e. and thereby avoiding the operation of the provisions of this Article 6) 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 permitted 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 PartnershipSection. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee 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 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 the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the 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 have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. Notwithstanding anything herein to the contrary, the provisions of Sections 3.3 and 3.4 shall not apply to any of the Transfers listed below (each such transferee, a “Permitted Transferee”), provided that, in each case the Transferee shall have entered into a Joinder Agreement in substantially the form attached hereto as Exhibit A providing that all Shares so Transferred shall continue to 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 be subject only to those provisions of this Agreement applicable to shares of Common Stock held by Tufts as of the date of this Agreement, (ii) in the case of any Permitted Transferee of STRATEC, such Permitted Transferee shall be subject only to those provisions of this Agreement applicable to STRATEC as of the date of this Agreement, and (iii) no further Transfer shall thereafter be permitted hereunder except in compliance with Sections 3.3 and 3.4: (a) The Partnership Parties acknowledge and agree that Transfers by any Restricted Stockholder to the spouse, children or siblings of such Restricted Stockholder or to a trust or family limited partnership for the benefit of any of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or Vthem; (ii) a Transfer upon the death or disability of the Employee to the 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 Transfers upon the event death of a Permitted Transfer any Restricted Stockholder to such Restricted Stockholder’s heirs, executors or administrators or to a Permitted Transferee:trust under such Restricted Stockholder’s will, or Transfers between such Restricted Stockholder and such Restricted Stockholder’s guardian or conservator; (ic) no such transferee shall be entitled Transfers by Tufts to make any further Transfers one if its Affiliates or to an employee of Subject Units Transferred to such transferee except for a Transfer back Tufts pursuant to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3existing policies and procedures of Tufts; and (iid) each such transferee 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 subject to the terms provisions of Section 3.3 and conditions 3.4. Notwithstanding the foregoing, no party hereto shall avoid the provisions of this Agreement by (i) making one or more Transfers to one or more Permitted Transferees and then disposing of all or any portion of such party’s interest in any such Permitted Transferee or (ii) by Transferring the Partnership Agreement and, if requested by securities of any entity holding Shares directly or indirectly. Notwithstanding anything to the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers contrary in this Agreement or the Partnership Agreement (it being understood that the purpose 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 Section 3.3(c) is to prohibit Agreement as if such Shares were still held by 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 have been directly permitted under this Agreement had such change in such relationship occurred prior to Restricted Stockholder making such Transfer), whether or not they so agree in writing.

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that restrictions contained in Section 10.01 shall not apply to any of the following Transfers (each each, 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 (B) a Transfer by a Member to PubCo or any of allits Subsidiaries, but not less than all, of the Subject Units owned by the Employee at the time or (ii)(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 Management Holdings Partner in connection with any Redemption or Direct Exchange to be 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 in compliance the Redeeming Member with the Securities Act respect thereto)), and this Agreement and no opinion of counsel shall (2) if such Redemption or Direct Exchange cannot be required in connection therewith: (i) or is not consummated, a subsequent Transfer made pursuant by such transferee Member to Article IV or V; (ii) a Transfer upon the death or disability of the Employee Management Holdings with respect to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws to an Employee’s Trustsame Common Units; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than (x) the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth restrictions contained in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall will continue to apply to Units after any Permitted Transfer all of such Subject Units back to Units, and (y) in 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 case 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 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 foregoing clause (ii) each such transferee shall be bound by ), the terms and conditions Permitted Transferees of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee Units so Transferred shall agree in writing to be bound by the terms and conditions provisions of this Agreement (by delivery of a Joinder) and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the 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 comply with the result other requirements of Section 10.04 and, if applicable, Section 10.08, and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer)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 proposed Permitted Transferee. In the case of a Permitted Transfer of any Common Units by any Member to a Permitted Transferee in accordance with this Section 10.02, such Member (or any subsequent Permitted Transferee of 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 10.07.

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that At any time, any stockholder who is not a party to the Stockholders Agreement may transfer all or a portion of the following Transfers (each a “Permitted Transfer”) his or its shares of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed stock to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: or among (i) a Transfer made pursuant to Article IV any of his or V; its Affiliates (as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended), (ii) a Transfer upon the death member of such stockholder’s immediate family, which shall include his spouse, children or disability of the Employee to the Employee’s Estate; or grandchildren (“Family Members”) or (iii) a Transfer made trust, corporation, partnership or limited liability company, all of the beneficial interests in compliance with the federal securities laws to an Employee’s Trustwhich shall be held by such stockholder or one or more Family Members of such stockholder; provided, however, that it is expressly understood and agreed during the period that if any such Employee’s Trust at trust, corporation, partnership or limited liability company holds any time includes right, title or interest in any Person shares of stock, no person other than the Employee such stockholder 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 one or more Family Members of such Subject Units back stockholder may be or may become beneficiaries, stockholders, limited or general partners or members thereof; (the persons referred to in the Employee or preceding clauses (i), (ii) and (iii) are each referred to another Person to whom the Employee would have been able to Transfer Subject Units hereinafter as a “Permitted Transferee”). A Permitted Transferee of shares of stock pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails 37 may transfer its shares pursuant 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 this Section 37 only to the Partnershiptransferor stockholder or to a person that is a Permitted Transferee of such transferor stockholder. (b) It is expressly understood and agreed that in the event If any such stockholder wishes to transfer shares of a Permitted Transfer stock to a Permitted Transferee: (i) no , such transferee stockholder shall be entitled give notice to the corporation of its intention to make any further Transfers such a transfer not less than 10 days prior to effecting such transfer, which notice shall state the name and address of Subject Units Transferred each Permitted Transferee to whom such transfer is proposed, the relationship of such Permitted Transferee 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 conditions of this Agreement stockholder, and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing number of shares of stock proposed to be bound by the terms and conditions of this Agreement and the Partnership Agreementtransferred to such Permitted Transferee. (c) Notwithstanding Section 3.3(a)the foregoing, no Person transfer may Transfer Subject Units if be made unless the transfer complies in all respects with applicable federal and state securities laws. If requested by the corporation, an opinion of counsel to such Transfer has as a purpose transferring stockholder shall be supplied to the avoidance of corporation, at such transferring stockholder’s expense, to 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 have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer)transfer complies with all applicable federal and state securities laws.

Permitted Transfers. (a) The Partnership Parties acknowledge Notwithstanding anything to the contrary contained in this Agreement (but subject to Section 2.3 and agree that 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 of the following Transfers Permitted Transferee (each a “Permitted Transfer”as hereinafter defined) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws to an Employee’s TrustStockholder; 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 subject 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 EmployeePermitted Transferee’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 delivery to the Partnership. (b) It is expressly understood Company and agreed that in the event other Stockholders of a Permitted Transfer to a Permitted Transferee: (i) no such transferee 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 conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing duly executed agreement to be bound by the terms and conditions of this Agreement and to the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the 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 same extent applicable to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and to Transfer the transferee after Transferred Common Stock back to the Transfer with transferor if the result Permitted Transferee ceases to be a Permitted Transferee of such Stockholder. “Permitted Transferee” means (a) in the case of the Executive, (i) any successor by death, (ii) any corporation or other entity at least fifty-one percent (51%) of the equity securities of which are owned, beneficially and effect of record, by the Executive and over which the Executive 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 transferor has indirectly made 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 Transfer that would not have been directly permitted under GEI Party, an Affiliate of GEI. Any notice or/other document required to be delivered to a Permitted Transferee pursuant to this Agreement had such change in such relationship occurred prior shall be deemed delivered for all purposes if delivered to the Stockholder who Transferred Common Stock to such Transfer)Permitted Transferee. Each Permitted Transferee shall be deemed a Stockholder for all purposes of this Agreement.

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that Neither the Equity Participant nor any permitted transferee of the Equity Participant shall Transfer all or any of the following Transfers Shares to any Person except in accordance with Sections 5 and 6 hereof. Notwithstanding anything to the contrary contained herein (each a “Permitted Transfer”) of allother than Section 3 hereof), but not less than all, the Equity Participant (and any permitted transferee of the Subject Units owned by the Employee at the time Equity Participant) may Transfer all or any portion of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: his Shares: (i) if the stockholder is a Transfer made pursuant limited partnership or a trust, to Article IV any member of the Group of which the Equity Participant (or V; such permitted transferee) is a member; provided, that such 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 provisions of this Agreement; (ii) if the stockholder is a Transfer upon corporation or a limited liability company, to any member of its Group; provided, that such transferee shall agree in writing with the death or disability Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of the Employee to the Employee’s Estateprovisions of this Agreement; or (iii) a Transfer made if the stockholder is an individual, to any member of the Family of such stockholder; provided, that such new transferee shall agree in compliance writing with the federal securities Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement and, provided, further, that the interests in any Family trusts shall be non-transferable; and (iv) if the transferor is a permitted transferee of the Equity Participant by will or the laws of descent and distribution; provided that each such new transferee shall be bound by all of the provisions of this Agreement to an Employee’s Trustthe same extent as if such transferee was a party hereto. (b) If requested in writing by the 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 eighty (180) days after the effective date of the registration statement filed with respect to said offering; 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 this restriction will not apply 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 transfers permitted under Section 3.3 and, 6.1(a) 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 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 conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing agrees to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers restriction contained 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 have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer6.1(b).

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that restrictions contained in Section 10.01 shall not apply to any of the following Transfers (each each, a “Permitted Transfer” and each transferee, a “Permitted Transferee”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: ): (ii)(A) a Transfer made pursuant to a Redemption or Direct Exchange in accordance with Article IV XI hereof or V; (B) a Transfer by a Member to the Corporation or any of its Subsidiaries, (ii) a Transfer upon the death to an Affiliate of such Member or disability pursuant to applicable laws of descent and distribution or among such Member’s Family Group (provided that (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 Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws to an Employee’s TrustUnits Transferred); provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than (x) the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth restrictions contained in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall will continue to apply to Units after any Permitted Transfer all of such Subject Units back to Units, and (y) in 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 case 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 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 foregoing clause (ii) each such transferee shall be bound by ), the terms and conditions Permitted Transferees of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee Units so Transferred shall agree in writing to be bound by the terms and conditions provisions of this Agreement Agreement, and prior to such Transfer the transferor will deliver a written notice to the Company and the Partnership Agreement. (c) Notwithstanding Section 3.3(a)Members, no Person may Transfer Subject Units if such Transfer has as a purpose which notice will disclose in reasonable detail the avoidance identity of the restrictions on Transfers proposed Permitted Transferee, or (iii) in this Agreement or the Partnership Agreement case of Management Holdings, (it being understood A) an indirect Transfer by virtue of a Management Holdings Member 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 purpose Units Transferred) and (B) a distribution of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed 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 [__] of the Management Holdings LLC Agreement that it desires to have Management Holdings initiate the Redemption or Direct Exchange provisions of Article XI hereof with respect to such Units, and provided that, in the 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 change 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 be deemed null and void and shall have no effect). In the case of a 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 10.02, such Member (or any subsequent Permitted Transferee of 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 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 have been directly permitted under this Agreement had such change in such relationship occurred prior transaction to such TransferPermitted Transferee. All Permitted Transfers are subject to the additional limitations set forth in Section 10.07(b).

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that any of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee Notwithstanding anything to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws contrary herein, subject 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 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 conditions of this Agreement the Financing, the following Transfers shall be deemed “Permitted Transfers” and shall not require the Partnership Agreement and, if requested by consent of the General Partner, other Member. (i) Any Member may pledge its Interest to a commercial lender in connection with a financing for the benefit of such transferee shall agree in writing to be bound by Member or its Affiliates (other than the Financing); provided that any such pledge would not contravene the terms and conditions of this Agreement 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 Partnership Agreementlien 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 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 and in accordance with the immediately prior sentence entitle such Member to a Capital Account credit hereunder. (cii) Notwithstanding Montecito and its successors and assigns may sell all or any portion of its Interest subject to the right of first offer in favor of CHP, on the terms set forth in Section 3.3(a12.2 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”), no Person may Transfer Subject Units if then, at least ten (10) Business Days prior to the consummation of such Transfer has as proposed sale, CHP shall offer Montecito in writing (a purpose “Tag-Along Offer”) the avoidance opportunity to sell to the Prospective Buyer a percentage of Montecito’s Interest equal to Montecito’s Percentage Interest of the restrictions 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 Transfers 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 this Agreement 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 Partnership Agreement CHP Transfer Amount to the Prospective Buyer, within six (it being understood that 6) months following such non-acceptance or waiver, on basic economic terms substantially the purpose 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 this Section 3.3(c) is the Transfer to prohibit 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 Subject Units 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 by either Member with respect to the transfer shall be expenses of the Company; and (C) the aggregate net proceeds (the “Proceeds”) of the 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. (iv) CHP and its successors and assigns may assign or sell all or a portion of its Interest to a transferee followed REIT sponsored by CNL Financial Group, LLC, a change Florida limited liability company, or its Affiliates. (v) Montecito may from time to time and in its sole discretion without the relationship between consent of any other Member or the transferor and Company, sell or assign its Interest in whole or in part to any Person that is a 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 MMAC Berkshire LLC, a Delaware limited liability company, so long as one or more of those Persons that are members of MMAC Berkshire LLC, a Delaware limited liability company, as of the transferee after date hereof continue to own not less than twenty-five percent (25%) of the Transfer with interests in MMAC Berkshire LLC. Notwithstanding the result and effect that the transferor has indirectly made foregoing, BRV-MMAC, L.L.C., a Transfer that would not have been directly permitted under this Agreement had such change Delaware limited liability company, may sell, convey, pledge or transfer its interest in such relationship occurred prior to such Transfer)MMAC Berkshire, LLC in whole or in part so long as Montecito Medical Property Company, LLC owns ten percent (10%) or more of MMAC Berkshire, LLC.

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that any Subject to Section 5.1.5, Members may Transfer all or 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 Units to a Member of the following Transfers Company at any time upon notice to the Company. (each c) A Member may Transfer all of a “Permitted Transfer”part of its Units to an affiliate of such Member at any time upon notice to the Company. (d) If a Member receives a bona fide and binding written offer from a third party for such third party to acquire any part of all, but not less than all, of the Subject its Units owned by such Member, the Employee at transferring Member must first offer the time of such Transfer shall be deemed Units proposed to be transferred to the other Members in compliance accordance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewithfollowing provisions: (i) The transferring Member shall give notice of its intent to Transfer ("Notice of Transfer") contemporaneously to the Company and the non-transferring Members. The Notice of Transfer must describe the offer and the 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 elect to acquire their respective proportionate share of the Units in the Notice of Transfer made pursuant for the consideration specfied in the Notice of Transfer by giving notice to Article IV 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 V;all of that Member's portion. (ii) a Transfer upon After such 30-day period, the death or disability transferring Member shall provide written notice (the "Remainder Notice") to each non-transferring Member that elects to purchase its portion of the Employee 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 Employee’s Estate; orCompany and the transferring Member. If the non-transferring Members do not elect to purchase all of the Units proposed to be transferred within the 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 accordance with this Section 5.1.2. (iii) a Transfer made in compliance with Any closing of 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 purchases contemplated by this Section 3.3 and, provided further, that if shall take place 75 days after 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 date of the Partnership, may, Notice of Transfer at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood a time and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee 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 place selected by the terms and 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 the terms and conditions of this Agreement and the Partnership Agreementpurchasing Members. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the 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 have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. Notwithstanding any other provision of this Agreement, the restrictions set forth in Section 2 of this Agreement shall not apply to: (a) The Partnership Parties acknowledge Transfers between a Stockholder or any Related Holder thereof and agree (i) any Related Holder of such Stockholder, (ii) Sponsor or any person or entity that any of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such the applicable Transfer shall be deemed is, or immediately prior to be in compliance with the Securities Act and this Agreement and no opinion any prior dissolution of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV Sponsor was, an officer, manager, or V; (ii) a Transfer upon the death or disability member of the Employee to the Employee’s Estate; or Sponsor, (iii) a any person that at the time of the applicable Transfer made in compliance with is, or immediately prior to the federal securities laws to Effective Time was, an Employee’s Trustofficer 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 it is expressly understood and agreed that if each such Employee’s Trust at any time includes any Person other than the Employee or his Relativestransferee must execute a separate signature page to this Agreement, such that it fails agreeing to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with bound by this Agreement with respect to (and solely with respect to) the Restricted Securities that are so transferred to 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.transferee; (b) It is expressly understood and agreed that in In the event case of a Permitted Transfer 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 Permitted Transferee: (i) no such transferee 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 3.3qualified domestic relations order; and (ii) provided, however, that each such transferee shall 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 terms 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 conditions 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 Agreement and the Partnership Agreement andLetter Agreement, if requested by the General Partner, such transferee shall agree in writing agreeing to be bound by the terms and conditions of restrictions on Transfer set forth in this Agreement with respect to (and solely with respect to) the Partnership Agreement.Restricted Securities that are transferred by the Securityholder to such transferee; (cd) Notwithstanding 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-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 3.3(a3(a), no Person may Transfer Subject Units if such Transfer has 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 transferee; (e) any transfer to or exchange with NGA or the Company of any Restricted Securities to effectuate (i) any stock split, reverse stock split, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change (including the Merger), or (ii) the exercise or conversion of any options, warrants or other convertible securities; provided, however, that any Company Common Shares or other securities of NGA or 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 purpose the avoidance of result thereof shall constitute Restricted Securities and be subject to the restrictions on Transfers Transfer set forth in this Agreement to the same extent as the Restricted Securities so exchanged, exercised or converted; and (f) 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 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 have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer)Merger.

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that Neither the Equity Participant nor any permitted transferee of the Equity Participant shall Transfer all or any of the following Transfers Shares to any Person except in accordance with Sections 3 and 4 hereof. Notwithstanding anything to the contrary contained herein (each a “Permitted Transfer”) of allother than Section 3 hereof), but not less than all, the Equity Participant (and any permitted transferee of the Subject Units owned by the Employee at the time Equity Participant) may Transfer all or any portion of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: his Shares: (i) if the stockholder is a Transfer made pursuant limited partnership or a trust, to Article IV any member of the Group of which the Equity Participant (or V; such permitted transferee) is a member; provided, that such 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 provisions of this Agreement; (ii) if the stockholder is a Transfer upon corporation or a limited liability company, to any member of its Group; provided, that such transferee shall agree in writing with the death or disability Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of the Employee to the Employee’s Estateprovisions of this Agreement; or (iii) a Transfer made if the stockholder is an individual, to any member of the Family of such stockholder, provided, that such new transferee shall agree in compliance writing with the federal securities Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement and, provided, further, that the interests in any Family trusts shall be nontransferable; and (iv) if the transferor is a permitted transferee of the Equity Participant by will or the laws of descent and distribution, provided that each such new transferee shall be bound by all of the provisions of this Agreement to an Employee’s Trustthe same extent as if such transferee was a party hereto. (b) If requested in writing by the 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 eighty (180) days after the effective date of the registration statement filed with respect to said offering; 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 this restriction will not apply 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 transfers. permitted under Section 3.3 and, 6.1(a) 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 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 conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing agrees to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers restriction contained 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 have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer6.1(b).

Permitted Transfers. 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 3.03 or Section 3.04 hereof: (a) The Partnership Parties acknowledge and agree that in the case of the Washington Parties, to any of (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, his spouse, his lineal descendants, spouses of his lineal descendants, or the estate of or any trust for the benefit of any of the following Transfers (each a “Permitted Transfer”) of allforegoing persons, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the 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 entity 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 whose equity is owned and controlled by any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, person referenced at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership.item (i); (b) It is expressly understood and agreed that in the event case of a Permitted Transfer the Tiger Parties, to a Permitted Transferee: any of (i) no ▇▇▇▇▇ ▇▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇▇, (ii) the spouse, lineal descendants, and spouses of lineal descendants of either of the 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 shall agrees, by executing a joinder agreement in substantially the form attached hereto as Exhibit A (y) to be entitled bound by this Agreement as a Shareholder with respect to make any further Transfers all of Subject Units the Common Shares Transferred to such transferee, and (z) that all of the Common Shares Transferred to such transferee except for a Transfer back remain subject 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 conditions of this Agreement and all of the Partnership Agreement andterms, if requested by the General Partnerconditions, such and restrictions hereof. Any transferee shall agree in writing to be bound by the terms and conditions of Common Shares of a Washington Party who joins this Agreement and pursuant to the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has prior sentence shall thereafter be treated as a purpose 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 the restrictions on doubt, Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of permitted by this Section 3.3(c) is 3.02 shall not be subject to prohibit the Transfer provisions of Subject Units to a transferee followed by a change in the relationship between the transferor Section 3.03 and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer)Section 3.04.

Permitted Transfers. (a) The Unless a transfer of a Partnership Parties acknowledge and agree that any Interest meets each of the following Transfers (each a “Permitted Transfer”) of all, but conditions it may not less than all, be made without the consent of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewithGeneral Partner: (i) Such transfer is made (A) in the case of a Transfer made 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 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 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 Article IV clause (A) above, to its partners, owners or V;stockholders, as the case may be, who are members of the Immediate Family of or are actually the Person(s) who transferred Partnership Units to it pursuant to clause (A) above; and (D) pursuant to applicable laws of descent or distribution; provided that any such transferee (as described in clauses (A) through (D)) is a Qualified Transferee. (ii) a Transfer upon the death The transferee assumes by operation of law or disability express agreement all of the Employee obligations of the transferor 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 transferor Limited Partner are assumed by a 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 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 Employee’s Estate; orobligations 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) a Transfer made in compliance with the federal securities laws The number of Partnership Units transferred to an Employee’s Trust; provided, however, that it any such transferee is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other not less 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 the remaining Partnership Units back to held by 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 transferor Limited Partner, on behalf unless such Partnership Units were acquired through a conversion of LTIP Units, in which case the transferor may transfer less than all of the Partnership, may, at its option, cause the Employee’s Trust to forfeit remaining Partnership Units held by such Subject Units to the Partnershiptransferor. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee 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 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 the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the 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 have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. Notwithstanding anything in this Agreement to the contrary: (a) The Partnership Parties acknowledge and agree that any of the following Transfers Each Restricted Member may Transfer all (each a “Permitted Transfer”) of all, but not less than all, ) of the Subject Membership Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act it and its rights under this Agreement and no opinion under any of counsel shall be required in connection therewiththe following circumstances: (i) a Each Restricted Member may Transfer made pursuant all (but not less than all) of the Membership Units owned by it together with its rights under this Agreement to Article IV or V;any transferee which is an Affiliate of the transferring Member provided that no Restricted Transferee owns an interest in such transferee. (ii) a Each Restricted Member (or any permitted transferee under clause (a) above) may Transfer upon the death or disability all (but not less than all) of the Employee to Membership Units owned by it together with its rights under this Agreement if such Transfer is part of the Employee’s Estate; orTransfer (i) by BAG and its Affiliates of all (or substantially all) of the publishing business in the United States, operated by BAG and its Affiliates, or (ii) by BN and its Affiliates, of all (or substantially all) of its retail book store business. (iii) In the event of any such Transfer, a Transfer made in compliance with transferee (or subsequent transferee) shall be entitled to the federal securities laws to an Employee’s Trust; provided, however, that it is expressly understood rights 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” privileges set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and shall be bound and obligated by the provisions of this Agreement. As a condition to 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 permitted pursuant to this Section 3.3 and7.2(a), provided furthereach transferee shall, 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 shall be entitled to make any further Transfers of Subject Units Transferred prior 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 conditions of this Agreement and the Partnership Agreement andtransfer, if requested by the General Partner, such transferee shall agree in writing to be bound by all of the terms and conditions provisions of this Agreement and no such transferee shall be permitted to make any Transfer which the Partnership Agreementoriginal 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 Membership Units owned by it to the other Restricted Member. (c) Notwithstanding Section 3.3(a), no Person Any Restricted Member may Transfer Subject Units if such Transfer has as a purpose the avoidance some or all of the restrictions on Transfers Membership Units owned by it to the Public Corp. 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 exchange for Class A Common Stock in the relationship between the transferor and the transferee after the Transfer accordance with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer)Certificate of Incorporation.

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that Neither the Equity Participant nor any permitted transferee of the Equity Participant shall Transfer all or any of the following Transfers Shares to any Person except in accordance with Sections 3 and 4 hereof. Notwithstanding anything to the contrary contained herein (each a “Permitted Transfer”) of allother than Section 3 hereof), but not less than all, the Equity Participant (and any permitted transferee of the Subject Units owned by the Employee at the time Equity Participant) may Transfer all or any portion of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: his Shares: (i) if the stockholder is a Transfer made pursuant limited partnership or a trust, to Article IV any member of the Group of which the Equity Participant (or V; such permitted transferee) is a member; provided, that such 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 provisions of this Agreement (ii) if the stockholder is a Transfer upon corporation or a limited liability company, to any member of its Group; provided, that such transferee shall agree in writing with the death or disability Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of the Employee to the Employee’s Estateprovisions of this Agreement; or (iii) a Transfer made if the stockholder is an individual, to any member of the Family of such stockholder; provided, that such new transferee shall agree in compliance writing with the federal securities Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement and, provided, further, that the interests in any Family trusts shall be nontransferable; and (iv) if the transferor is a permitted transferee of the Equity Participant by will or the laws of descent and distribution, provided that each such new transferee shall be bound by all of the provisions of this Agreement to an Employee’s Trustthe same extent as if such transferee was a party hereto. (b) If requested in writing by the 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 eighty (180) days after the effective date of the registration statement filed with respect to said offering; 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 this restriction will not apply 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 transfers permitted under Section 3.3 and, 6.1(a) 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 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 conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing agrees to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers restriction contained 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 have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer6.1(b).

Permitted Transfers. Except as otherwise provided in ------------------- this Agreement, the restrictions contained in Section 3.1(a) of this Agreement with respect to Transfers of Stock shall not apply to: (a) The Partnership Parties acknowledge and agree 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 following Transfers 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 (each a “Permitted Transfer”"Section 3.3.(c) Transferee") which has a similar reputation and financial stability to that of allFive Arrows and which is not a direct competitor of CHP; (d) any Transfer to the members, but not less than all, 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 Subject Units owned Board; provided, that (i) in each of clauses (a) through (f), such -------- ---- Transfer otherwise complies with the provisions of this Agreement, with each transferee, donee or distributee (a "Permitted Transferee") agreeing in writing to take subject to and to comply with all of the provisions of this Agreement in accordance with Section 3.1(b) and each such Permitted Transferee shall 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 Employee at Company to reflect such transfer shall be appropriately legended, and (ii) in the time 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 deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the 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 Partnershipappropriately legended. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee 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 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 the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the 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 have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. During the Lock-Up Period, the Holders may Transfer, without the consent of PubCo, any of such Person’s Lock-Up Shares to (a) The Partnership Parties acknowledge and agree any Person, provided that the proceeds received by the Holder from such Transfer are contributed or loaned to Pubco on terms reasonably approved by the Board of Directors of PubCo, (b) any of such Person’s Permitted Transferees, upon written notice to PubCo, or (c) (i) in the following Transfers (each a “Permitted Transfer”) case of allan individual, but not less than all, by virtue of laws of descent and distribution upon death of the Subject Units owned individual; or (ii) in the case of an individual, pursuant to a qualified domestic relations order; provided, that in each case, (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, (y) such Transferee shall agree to be bound by such restrictions and obligations in writing and acknowledged by PubCo, and (z) the Employee 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 shall be deemed Transfer, to be become a party to this Investor Rights Agreement by executing and delivering a joinder in compliance with the Securities Act and form attached to this Investor Rights Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the 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 as Exhibit A, then whereupon such Transfer shall no longer Transferee will be in compliance treated as a Party (with the same rights and obligations as the Transferor) for all purposes of this Agreement and such Employee’s Trust shall Transfer all Investor Rights Agreement. Notwithstanding the foregoing provisions 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 and4.2, provided further, that if the Employee’s Trust fails to a Holder may not 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 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 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 the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units 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 or the Partnership Investor Rights Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit provision includes prohibiting the Transfer of Subject Units to a transferee 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 transferor Holder and the transferee Permitted Transferee (or a change of control of such Holder or Permitted Transferee) after the Transfer with the result and effect that the transferor Holder has indirectly made a Transfer that of Lock-Up Shares by using a Permitted Transferee, which Transfer would not have been directly permitted under this Agreement Article IV had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that any Notwithstanding the provisions of Section 7.02, the following Transfers transfers shall not be deemed to be a Prohibited Transfer provided no Event of Default exists (each each, a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: ): (ia) a Transfer made pursuant to Article IV transfer by devise or V; (ii) a Transfer descent or by operation of law upon the death of a member, partner or disability 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 Employee to stock, limited partnership interests or non-managing membership interests (as the Employee’s Estate; or (iiicase may be) in a Transfer made in compliance with the federal securities laws to an Employee’s TrustRestricted Party; 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 with respect 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 transfers 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. clause (a) and (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: ), (i) no such transferee transfer shall be entitled to make any further Transfers result in a change of Subject Units Transferred to such transferee except for control in the Restricted Party or a Transfer back to change of control of the Employee or to another Person to whom day-to-day operations of the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and Property, (ii) as a condition to each such transfer under clause (b), Lender shall receive not less than thirty (30) days prior written notice of such proposed transfer, (iii) Borrower shall deliver evidence reasonably acceptable to Lender that there has not been and will not be any breach of the representations and covenants set forth in Article VI hereof and (iv) no such transfer shall result in the transferee shall be bound by owning more than forty-nine percent (49%) of the terms and conditions direct or indirect interests in the Borrower if such transferee did not own forty-nine percent (49%) or more of this Agreement and the Partnership Agreement anddirect or indirect interests in the Borrower as of the date hereof. Notwithstanding the foregoing, if requested by the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the 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 have been directly any transfer permitted under this Agreement had such change Section 7.03 results in such relationship occurred any Person owning in excess of forty-nine percent (49%) of the ownership interest in a Restricted Party, Borrower shall, prior to such Transfer)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 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 Borrower having more than one (1) member.

Permitted Transfers. 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 (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 or (ii) (a) The Partnership Parties acknowledge 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 agree that any 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 following Transfers individual; (each 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 similar transaction which results in all of 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 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 no rights under this Investor Rights Agreement, unless, for the avoidance of doubt, such Transferee is a Permitted Transfer”) Transferee in accordance with this Investor Rights Agreement. Any Transferee of all, but not less than all, Lock-Up Shares who is a Permitted Transferee of the Subject Units owned by the Employee Transferor pursuant to this Section 4.2 shall be required, at the time of and as a condition to such Transfer shall be deemed Transfer, to be become a party to this Investor Rights Agreement, the Standstill Agreement (as defined below) and, if applicable, the Sponsor Side Letter by executing and delivering a joinder in compliance with the Securities Act and form attached to this Investor Rights Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the 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 as Exhibit A, then whereupon such Transfer shall no longer Transferee will be in compliance treated as a Party (with this Agreement the same rights and such Employee’s Trust shall Transfer obligations as the Transferor) for 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 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 conditions purposes of this Agreement and Investor Rights Agreement, the Partnership Standstill Agreement and, if requested by applicable, the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership AgreementSponsor Side Letter. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the 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 have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. 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 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 or (ii) (a) The Partnership Parties acknowledge 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 agree that any 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 following Transfers individual; (each 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 similar transaction which results in all of 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 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 no rights under this Investor Rights Agreement, unless, for the avoidance of doubt, such Transferee is a Permitted Transfer”) Transferee in accordance with this Investor Rights Agreement. Any Transferee of all, but not less than all, Lock-Up Shares that is a Permitted Transferee of the Subject Units owned by the Employee Transferor shall be required, at the time of and as a condition to such Transfer shall be deemed Transfer, to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) become a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the 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 party 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 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 conditions of this Agreement and the Partnership Investor Rights Agreement and, if requested by applicable, the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Founder Holders Forfeiture Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a)Amended Sponsor Letter, no Person may Transfer Subject Units if by executing and delivering a joinder in the form attached to this Investor Rights Agreement as Exhibit A, whereupon such Transfer has Transferee will be treated as a purpose Party (with the avoidance of same rights and obligations as the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose Transferor) for all purposes of this Section 3.3(c) is to prohibit Investor Rights Agreement and, if applicable, the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor Founder Holders Forfeiture Agreement and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer)Amended Sponsor Letter.

Permitted Transfers. 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 by a Founder Holder, any Management or any of their respective Permitted Transferees, to Apax, and in the case of such a Transfer by Apax or any of its Permitted Transferees, to PubCo or (ii) (a) The Partnership Parties acknowledge in the case of an individual, by virtue of Laws of descent and agree that any distribution upon death of the following Transfers individual; (each b) in the case of an individual, pursuant to a “Permitted Transfer”qualified domestic relations order; or (c) pursuant to a Change in Control which results in all of allPubCo’s shareholders having the right to exchange their Common Shares for cash, but not less than all, securities or other property subsequent to the consummation of the Subject Units owned transactions contemplated by the Employee 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 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 that is a Permitted Transferee of the Transferor shall be required, at the time of and as a condition to such Transfer shall be deemed Transfer, to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) become a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the 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 party 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 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 conditions of this Agreement and the Partnership Investor Rights Agreement and, if requested by applicable, the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Sponsor Forfeiture Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a)Founder Holders Consent Letter, no Person may Transfer Subject Units if by executing and delivering a joinder in the form attached to this Investor Rights Agreement as Exhibit A, whereupon such Transfer has Transferee will be treated as a purpose Party (with the avoidance of same rights and obligations as the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose Transferor) for all purposes of this Section 3.3(c) is to prohibit Investor Rights Agreement and, if applicable, the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor Sponsor Forfeiture Agreement and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer)Founder Holders Consent Letter.

Permitted Transfers. Subject to the restrictions set forth in this Article X: (a) The Partnership Parties acknowledge and agree that any of the following Transfers (each a “Permitted Transfer”) of Member may Transfer all, but not less than all, of the Subject Units owned by the Employee at the time its Membership Interest to a Wholly Owned Affiliate of such Transfer shall be deemed to be in compliance with Member that is organized under the Securities Act and this Agreement and no opinion Laws of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability any state of the Employee United States of America (an “Affiliate Transferee”), subject to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws to an Employee’s TrustSection 6.03(c); provided, however, that it is expressly understood (i) such Transferor shall remain responsible for the obligations and agreed commitments owed to the Company, with respect to such Membership Interest, on or before the date of such Transfer, (ii) if the Parent or any 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 Employee’s Trust at Transfer were not to occur. In the event that subsequent to any time includes such Transfer, the Company becomes, or is reasonably likely to become, subject to any Person such regulatory or tax obligations (other than immaterial tax reporting obligations) as a result of such Transfer or the Employee or his Relatives, identity of such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit AAffiliate Transferee, then such Transferor (or such initial Transferor, as applicable) shall cause such Affiliate Transferee to Transfer shall no longer be in compliance with 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 and (but not such EmployeeAffiliate Transferee’s Trust obligations) 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 be immediately suspended; 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 at any time after the event first anniversary of a Permitted Transfer to a Permitted Transferee: (i) no such transferee 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) date hereof, each such transferee shall be bound by the terms and 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 the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person Member may Transfer Subject Units if such Transfer has as a purpose the avoidance all, but not less than all, of the restrictions on Transfers its Membership Interest to any Third Party in this Agreement or the Partnership Agreement (it being understood that the purpose of this accordance with 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 10.01, Section 10.03, Section 10.05 and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer)Section 10.06.

Permitted Transfers. Each of the Holders hereby agrees that, until it has disposed of all of the 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”) of any Acquired Shares, except: (a) The Partnership Parties acknowledge and agree that any sales of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made Acquired Shares pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s EstateResale Registration Statement; or (iiib) a Transfer made 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 compliance 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 federal securities laws to an Employee’s Trustother transferees) of the total combined voting power of all Common Shares then outstanding; provided, however, that it is expressly understood in each such case, the transferee shall receive and agreed 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 (d) a bona fide pledge of or the granting of a security interest in the Acquired Shares to an institutional lender for money borrowed, provided that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such lender acknowledges in writing 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 has received 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 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 conditions copy of this Agreement and agrees, upon its becoming the Partnership Agreement andowner of, if requested by the General Partneror obtaining dispositive authority with respect to or in connection with any disposition of, any such transferee shall agree in writing Acquired Shares, to be bound by the provisions of this Agreement in 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); or (e) 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 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 conditions 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 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 Partnership Agreement. BCE Exchange Agreement and (cB) Notwithstanding does not require registration under the Securities Act. Upon a disposition of Acquired Shares pursuant to Section 3.3(a)5.1(h) to the shareholders of BCE or, if BCE is no Person may Transfer Subject Units if longer a public company, the public parent entity that controls BCE , such Transfer has as a purpose beneficial owners shall hold the avoidance Acquired Shares free of the any 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 have been directly permitted under this Agreement had such change in such relationship occurred prior and shall not be required to such Transfer)become parties to this Agreement.

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that any of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be Notwithstanding anything in compliance with the Securities Act and this Agreement and no opinion to the contrary (but subject to Section 10.5(a)), any Member may Transfer or permit the Transfer of counsel shall be required in connection therewith: any or all of its Membership Interests to one or more of its Permitted Transferees without the consent of any Person; provided that (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon in the death or disability case of any Permitted Transferee that becomes the Employee to the 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 direct holder of any time includes any Person other than the Employee or his RelativesUnits, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer Permitted Transferee 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 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 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 the terms and conditions of this Agreement by executing the Joinder and (ii) in the Partnership Agreementcase 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. (cb) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose No Member will avoid the avoidance provisions of the restrictions on Transfers in this Agreement by either making one or more Transfers to one or more Permitted Transferees and then disposing of all or any portion of such party’s interest in any such Permitted Transferee or by Transferring the Partnership Agreement (it being understood that the Equity Securities of any entity whose primary 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 have been hold (directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer)or indirectly) Units.

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that Subject to full compliance with Section 7.3, any of the following Transfers Member shall be permitted to Transfer its Membership Interest (each such Transfer being a “Permitted Transfer”) of as follows: (a) After the Lock-up Period, Morningstar may Transfer all, but not less than all, of the Subject Units owned 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 Employee at the time MMC (and for purposes of such approval, Morningstar shall not be entitled to vote); and provided further that a Transfer shall be deemed to be in compliance with the Securities Act and an Affiliate will not relieve Morningstar of its obligations under this Agreement (and no opinion of counsel shall Morningstar may be required to execute appropriate guarantees in connection therewith: (i) a Transfer made pursuant to Article IV or Vrespect thereof); (ii) a Transfer upon the death or disability of the Employee to the 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 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 expressly understood approved by the MMC (and agreed 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 Permitted Transfer 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) a Permitted Transferee: (i) no such transferee 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 a Person where such transferee shall be bound by the terms and conditions transfer does not result in a Morningstar Change of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership AgreementControl. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the 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 have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that Notwithstanding anything in this Agreement to the contrary, each Stockholder (or any permitted transferee under clauses (i) through (iv) below) may Transfer shares of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units Voting Stock owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act it and its rights under this Agreement and no opinion of counsel shall be required in connection therewithas they relate to such transferred Voting Stock as follows: (i) All or part of the shares of Voting Stock owned by it and its rights under this Agreement to any transferee that is a Transfer made pursuant Wholly Owned Affiliate or Parent Entity of a Stockholder provided that no Restricted Transferee owns or thereafter shall own an interest in such Parent Entity, which interest, with respect to Article IV a Parent Entity, is acquired directly from such Parent Entity or Vfrom one of its Affiliates; (ii) a Transfer upon the death All or disability part of the Employee shares of Voting Stock owned by it and its rights under this Agreement to any transferee admitted to the Employee’s Estate; orCompany as a third party equity holder pursuant to the provisions of Section 5.7 hereof; (iii) Up to twenty percent (20%) of the shares of Voting Stock of such Stockholder to transferees that comprise members of the ▇▇▇▇▇▇▇▇ Family and/or Employees of the Stockholders, provided that (x) prior to the effective date of any such transfer, the prospective transferees shall enter into a Transfer made voting agreement, in compliance with form and substance satisfactory to the federal securities laws Company and the non-transferring Stockholder, pursuant to an Employee’s Trust; provided, however, that which the transferring Stockholder shall retain all voting rights attributable to the transferred shares or (y) such transfers are of Class A Common Stock; (iv) All of the shares of Voting Stock owned by 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 its rights under 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 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 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 the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance is part of the restrictions on Transfers in this Agreement Transfer to any party acquiring all (or substantially all) of (A) the Partnership Agreement business of AOL, or (it being understood B) the ODC Business Unit. For purposes hereof, "ODC --- Business Unit" means any Person or Persons that individually or ------------- collectively owns all of the purpose equity interests of this Section 3.3(c) is to prohibit ODC and its Affiliates and the Transfer of Subject Units to a transferee followed by a change ▇▇▇▇▇▇▇▇ Family in the relationship between the transferor Company and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).RSL-LA; and

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that restrictions contained in Section 10.01 shall not apply to any of the following Transfers (each each, a “Permitted Transfer” and each transferee, a “Permitted Transferee”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: ): (ii)(A) a Transfer made pursuant to a Redemption or Direct Exchange in accordance with Article IV XI hereof or V; that are necessary or desirable to comply with Sections 3.04 or 3.05 as determined by the Manager or (B) a Transfer by a Member to the Corporation or any of its Subsidiaries, (ii) a Transfer upon the death or disability to an Affiliate of the Employee to the Employee’s Estatesuch Member; or (iii) Permitted Upstream Transfers; (iv) a Transfer made in compliance with the federal securities laws 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 Employee’s TrustEstate Planning Vehicle of such Member or (v) in the case of each of a Brookwood Related Party, a Permitted Pledge; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than (x) the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth restrictions contained in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall continue to apply to Units after any Permitted Transfer all of such Subject Units back to Units, (y) in 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 case 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 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 foregoing clause (ii) each such transferee shall be bound by ), the terms and conditions Permitted Transferees of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee Units so Transferred shall agree in writing to be bound by the terms and conditions provisions of this Agreement Agreement, and prior to such Transfer the transferor shall deliver a written notice to the Company and the Partnership Agreement. Members, which notice shall disclose in reasonable detail the identity of the proposed Permitted Transferee and (cz) Notwithstanding Section 3.3(ain the case of clause (v), no Person may Transfer Subject in the event that the lender to whom the applicable Common Units if 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 has mutatis mutandis (applied for this purpose as if the Corporation had delivered an Election Notice that specified a purpose 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 restrictions on Transfers applicable lender shall never take ownership of such Common Units or shares of Class B Common Stock (and shall not become a Member hereunder), and instead shall take ownership of the applicable shares of Class A Common Stock upon such foreclosure. In the case of a Permitted Transfer of any Common Units by any Member that is authorized to hold Class B Common Stock in this Agreement or accordance with the Partnership Agreement (it being understood that the purpose Corporation’s certificate of incorporation to a Permitted Transferee in accordance with this Section 3.3(c10.02, such Member (or any subsequent Permitted Transferee of such Member) is shall also transfer a number of shares of Class B Common Stock equal to prohibit the Transfer number of Subject Common Units to a transferee followed that were transferred by a change such Member (or subsequent Permitted Transferee) 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 have been directly permitted under this Agreement had such change in such relationship occurred prior transaction to such TransferPermitted Transferee. All Permitted Transfers are subject to the additional limitations set forth in Section 10.07(b).

Permitted 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 all applicable Requirements of Law, at any time, (a) The Partnership Parties acknowledge and agree each of the Shareholders who is an individual may transfer all or a portion of his or its Restricted Shares to or among (i) a member of such Shareholder's immediate family, which shall be his spouse, siblings, children or grandchildren ("FAMILY MEMBERS") or (ii) 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 of the following Transfers (each a “Permitted Transfer”) of allsuch trust, but not less corporation, partnership or limited liability company holds any right, title or interest in any Restricted Shares, no person other than all, of the Subject Units owned by the Employee at the time such Shareholder or one or more Family Members of such Transfer shall Shareholder may be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: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 Transfer made pursuant portion of its Restricted Shares to Article IV or V; any of its Affiliates and (ii) a Transfer upon SAIF Shareholder may transfer its Restricted Shares to the death SAIF Fund, the limited partners or disability general partner of the Employee SAIF Fund or any Affiliate of any such partner (c) each Shareholder may transfer Restricted Shares to the Employee’s Estate; or (iii) a Transfer made Depositary Bank in compliance accordance with Section 6.1 to be held in the federal securities laws to an Employee’s Trust; provided, however, that it is expressly understood Depositary Bank in accordance with Section 6.1 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 Depositary Bank may transfer Shares to the Employee or Shareholder on whose behalf the Depositary Bank is holding such Restricted Shares, and (d) Venture Tech may transfer shares to another Person such other persons who are affiliated with VentureTech to whom which SAIF may consent in writing (and the Employee would have been able persons referred to Transfer Subject Units in the preceding clauses (a), (b), (c) and (d) are each referred to hereinafter as a "PERMITTED TRANSFEREE"). A Permitted Transferee of Restricted Shares 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 2.2 may transfer 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 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 Restricted Shares pursuant to this Section 3.3; and (ii) each 2.2 only to the transferor Shareholder or to a person that is a Permitted Transferee of such transferee transferor Shareholder. No Shareholder shall be bound by avoid the terms and conditions provisions of this Agreement by making one or more transfers to one or more Permitted Transferees and then disposing of all or any portion of such party's interest in any subsequent transaction to which such person becomes no longer a Permitted Transferee. Subject to and in compliance with applicable Requirements of Law, each of the Shareholders and the Partnership Agreement and, if requested by the General Partner, such transferee Company shall agree use its reasonable best efforts to ensure that any transfer or attempted transfer in writing to be bound by the terms and conditions violation of this Agreement covenant shall be null and the Partnership Agreementvoid AB INITIO. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the 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 have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. Precision hereby agrees that, until it and any permitted transferees under paragraph (d) or (f) hereunder have disposed of all of the 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) The Partnership Parties acknowledge and agree that any pro rata distributions of the following Transfers (each a “Permitted Transfer”) shares of all, but not less than all, of the Subject Units owned Common Shares by the Employee at the time of such Transfer shall be deemed Precision to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made its public shareholders either pursuant to Article IV a stock dividend or V; (ii) a Transfer upon the death or disability of the Employee other distribution method, in each case pursuant to the Employee’s EstateRegistration Statement; or (iiib) 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 Transfer made bona fide pledge of or the granting of a security interest in compliance with the federal securities laws shares of Common Shares to an Employee’s Trustinstitutional 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 (and, upon agreeing so to be bound, the provisions of this Agreement shall inure to the benefit of such party); or (e) 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 wholly owned subsidiary of Precision or to a successor corporation of Precision; provided, however, that it is expressly understood in each such case, the transferee shall receive and agreed that if hold such Employee’s Trust at any time includes any Person other than Common Shares subject to, and 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 transferee 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 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 conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee transferees’ Affiliates shall agree in writing to be bound by by, all the terms and conditions of this Agreement Agreement, which terms shall also inure to the benefit of such transferees, and there shall be no further transfer of such shares except in accordance with the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose provisions of this Section 3.3(c5.1; or (g) dispositions pursuant to any merger, consolidation, reorganization or recapitalization to which Weatherford is a party or in connection with any reclassification of the Common Shares; or (h) distributions to prohibit Precision’s shareholders pursuant to an exemption under the Transfer of Subject Units Securities Act or pursuant to a transferee followed by a change in distribution of exempted securities (within the relationship between meaning of the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such TransferSecurities Act).

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that Neither the Equity Participant nor any permitted transferee of the Equity Participant shall Transfer all or any of the following Transfers Shares to any Person except in accordance with Sections 3 and 4 hereof. Notwithstanding anything to the contrary contained herein (each a “Permitted Transfer”) of allother than Section 3 hereof), but not less than all, the Equity Participant (and any permitted transferee of the Subject Units owned by the Employee at the time Equity Participant) may Transfer all or any portion of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: his Shares: (i) if the stockholder is a Transfer made pursuant limited partnership or a trust, to Article IV any member of the Group of which the Equity Participant (or V; such permitted transferee) is a member; provided, that such 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 provisions of this Agreement; (ii) if the stockholder is a Transfer upon corporation or a limited liability company, to any member of its Group; provided, that such transferee shall agree in writing with the death or disability Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of the Employee to the Employee’s Estateprovisions of this Agreement; or (iii) a Transfer made if the stockholder is an individual, to any member of the Family of such stockholder; provided, that such new transferee shall agree in compliance writing with the federal securities Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement and, provided, further, that the interests in any Family trusts shall be non-transferable; and (iv) if the transferor is a permitted transferee of the Equity Participant by will or the laws of descent and distribution, provided that each such new transferee shall be bound by all of the provisions of this Agreement to an Employee’s Trustthe same extent as if such transferee was a party hereto. (b) If requested in writing by the 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 eighty (180) days after the effective date of the registration statement filed with respect to said offering; 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 this restriction will not apply 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 transfers permitted under Section 3.3 and, 6.1(a) 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 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 conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing agrees to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers restriction contained 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 have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer6.1(b).

Permitted Transfers. The rights of first refusal and the co-sale rights of the Preferred Holders provided in Section 6.3 and Section 6.4 of this Agreement shall not apply to (a) The Partnership Parties acknowledge and agree that a Transfer of any Restricted Share by any Selling Shareholder to any Person (other 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 following Transfers 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) of allto (e), but not less than all, of a “Permitted Transferee”); provided that such transferor shall at all times remain subject to the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be terms and restrictions set forth in compliance with the Securities Act and this Agreement and no opinion remain liable for any breach by such Permitted Transferee of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the 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 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 conditions provisions of this Agreement and the Partnership Agreement andother relevant Transaction Documents; provided further that such transferor shall deliver to the Company and each Preferred Holder adequate documentation for each Permitted Transfer, if requested by that each Permitted Transferee (other than the General Partner, such transferee Company) shall agree in writing to be bound by this Agreement (and each other relevant Transaction Documents then in effect) in place of the terms same capacity as such transferor and conditions in respect of the 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 the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may that each Permitted Transferee shall not Transfer Subject Units if any Restricted Share Transferred to it by such Transfer has as a purpose the 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 have been directly permitted under this Agreement had such change in such relationship occurred prior except to such Transfer)transferor or another Permitted Transferee of such transferor.

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that any of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer No Holder shall be deemed permitted to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewithTransfer any Shares held or Beneficially Owned to any other Person, other than: (i) a A Transfer made pursuant to Article IV or Vwith 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 death restrictions set forth in this Section 4.2, or disability (B) a Transfer (by any of the Employee 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 Employee’s Estateterms 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 (iiiviii) a Transfer made in compliance with After the federal securities laws to an Employee’s Trustfifth (5th) anniversary of the date hereof, any Transfer; provided, however, that Weider hereby acknowledges and agrees that it is expressly understood and agreed that if such Employee’s Trust at shall not be entitled to Transfer any time includes any Person other than the Employee Beneficially Owned Shares subject to an outstanding proxy or his Relatives, such that it fails to meet the definition power 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 attorney given pursuant to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this terms of 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 Partnership3.4(a). (b) It is expressly understood At any time during which both Weider and agreed that 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 event of a Permitted Transfer to a Permitted Transferee: others (i) no 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 transferee 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 make any further effect Transfers of Subject Units Transferred to such transferee except for a Transfer back that are subject to the Employee 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 another Person forego its full pro rata share of the Rule 144 group volume limit by written notice to whom the Employee would have been able other, Weider or TPG, as applicable, shall , acting individually, be entitled to Transfer Subject Units pursuant effect Transfers up to the Rule 144 group volume limit. The provisions of this Section 3.3; and (ii4.2(b) each such transferee shall be bound by the terms and conditions not apply to any Transfer of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing Shares not subject to be bound by the terms and conditions of this Agreement and the Partnership Agreementvolume limitation under Rule 144. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose anything to the avoidance of contrary in the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose foregoing provisions of this Section 3.3(c4.2, at any time prior to the fifth (5th) is to prohibit 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 Subject Units the Class B Common Stock owned by Weider as of the date hereof, other than Transfers made (i) pursuant to a transferee followed by a change Company Sale in the relationship between the transferor and the transferee after the Transfer accordance with the result terms and effect that conditions of Section 3.3 or (ii) pursuant to the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer)drag along provisions of Section 4.4.

Permitted Transfers. (a) The A General Partner may Transfer all or any portion of its General Partner Interest in the Partnership Parties acknowledge and agree that as a General Partner: (i) at any time to any other General Partner: (ii) at any time to any Person who is such General Partner’s Affiliate; (iii) at any time involuntary by operation of law; or (iv) to any Person who is approved by all of the following Transfers other Partners (each 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 as if the Partnership Interest being Transferred were a Limited Partner Interest and (B) the transferor and transferee provide the Partnership with an opinion of counsel, which opinion and counsel shall be acceptable to the other 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 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 “Permitted Transfer”partnership” for federal tax purposes, whether or not such a ruling is being or has been requested. (b) A transferee of alla 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 not less than all, of the Subject Units owned by the Employee only if: (i) at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) Transfer, such transferee is otherwise a Transfer made pursuant to Article IV General Partner; or V; (ii) the admission of such transferee as a Transfer upon the death or disability General Partner is approved by all of the Employee to the Employee’s Estate; or General Partners (iiiif any) and a Transfer made majority 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 interest 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 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 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 the terms and conditions of this Agreement and the Partnership AgreementLimited Partners. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as A transferee who acquires a purpose the avoidance General Partnership Interest from a General Partner hereunder by means 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 have been directly is permitted under this Agreement had 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 Partnership, to inspect the Partnership’s books, or otherwise to be treated as a General Partner, but such change transferee shall be treated as a Person who acquired an Interest in such relationship occurred prior to such Transfer)the Partnership in a Permitted Transfer under Article VIII hereof.

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that restrictions contained in this Section 4 shall not apply with respect to any Transfer of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned Stockholder Shares by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: any Stockholder (i) a Transfer made in the case of an individual Stockholder, (1) pursuant to Article IV applicable laws of descent and distribution or V; 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 Executive, so long as such Executive has good and valid reason to transfer such Co-Invest Shares, to any other Executive upon receipt of the prior written consent of the Board, which consent shall not be unreasonably withheld, or (ii) in the case of a Transfer upon the death or disability holder of the Employee BRS Shares and its Permitted Transferees, (A) among its Affiliates and partners, (B) to any employee, prospective employee, director or prospective director of the Employee’s Estate; or Company or any Subsidiary of the Company as incentive compensation, (iiiC) a Transfer made in compliance with the federal securities laws to an Employee’s Trustany BRS Investor or any employee or director (whether current, former or prospective) of BRS or any Affiliate of BRS or (D) to BRS; provided, howeverin each case contemplated by this clause (ii), that it is expressly understood the rights and agreed that restrictions contained in this Section 4 shall continue to be applicable to such Stockholder Shares after any such Transfer as if such Employee’s Trust at any time includes any Person other than Stockholder Shares were held by 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 transferor; 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 (x) the Employee’s Trust fails to make transferees of 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 Stockholder Shares shall have agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee 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 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 the terms and conditions provisions of this Agreement which affect the Stockholder Shares so transferred by executing a joinder in substantially the form attached hereto as Exhibit A and (y) with respect to any transferee of Executive Shares, a joinder to the Partnership applicable Management Stock Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the 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 have been directly . All transferees permitted under this Agreement had such change in such relationship occurred prior Section 4(c) are collectively referred to such Transfer)herein as "Permitted Transferees."

Permitted Transfers. Each of the Holders hereby agrees that, until it and any permitted transferees under paragraph (f) hereunder have disposed of all of the 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”) of any Acquired Shares (including any shares of SkyTerra Non-Voting Common Stock (as defined in the Columbia/Spectrum Exchange Agreements) issued to Motient or MVH (or any subsidiary of either) in exchange for Acquired Shares, or shares of SkyTerra Common Stock exchanged therefore, in each case pursuant to Section 4.10(b) of the Columbia/ Spectrum Exchange Agreements), except: (a) The Partnership Parties acknowledge and agree that any sales of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made Acquired Shares pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s EstateResale Registration Statement; or (iiib) a Transfer made 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 compliance 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 federal securities laws to an Employee’s Trustother transferees) of the total combined voting power of all Common Shares then outstanding; provided, however, that it is expressly understood in each such case, the transferee shall receive and agreed 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 (d) a bona fide pledge of or the granting of a security interest in the Acquired Shares to an institutional lender for money borrowed, provided that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such lender acknowledges in writing 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 has received 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 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 conditions copy of this Agreement and agrees, upon its becoming the Partnership Agreement andowner of, if requested by the General Partneror obtaining dispositive authority with respect to or in connection with any disposition of, any such transferee shall agree in writing Acquired Shares, to be bound by the provisions of this Agreement in 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); or (e) 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 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 conditions 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 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 Partnership applicable Columbia/Spectrum Exchange Agreement. , (cB) Notwithstanding does not require registration under the Securities Act, and solely with respect to Dispositions pursuant to Section 3.3(a5.1(h), no Person may Transfer Subject Units if such Transfer has as a purpose (C) assuming the avoidance accuracy 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 representations and warranties contained in the relationship between Columbia/Spectrum Exchange Agreement, does not cause the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not Columbia/Spectrum Exchange to be required to have been directly permitted 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 restrictions under this Agreement had such change in such relationship occurred prior and shall not be required to become parties to this Agreement; provided that the applicable Stockholder distributing the Acquired Shares shall act as a representative to such Transfer)beneficial owners receiving Acquired Shares for purposes of receiving notifications pursuant to this Agreement.

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that any Notwithstanding the foregoing Section 3.1, but subject to Section 3.3 below, the Transfers listed below shall not require the prior written consent of the following Transfers Majority Preferred Interest or Family LLC, as applicable (each such Transfer, a “Permitted Transfer”, and the Transferee with respect to each such Permitted Transfer, a “Permitted Transferee”): (a) Transfers of allEquity Interests (i) to a parent of such Transferor, but not less than all(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 other entity, the beneficiaries, partners, members, shareholders or other equity holders, respectively, of which are solely one or more of the Subject Units owned foregoing Permitted Transferees referred to in this Section 3.2(a), and (vi) as contemplated by Schedule 2.2 attached hereto; (b) purchases, repurchases or redemptions by the Employee at Company of (i) Equity Interests issued to employees of the time Company or its subsidiaries pursuant to any equity incentive agreements with such employees approved by the Board of Directors and entered into in the ordinary course of business or (ii) Preferred Stock in accordance with the 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 or the death or incapacity of such Transferor, and if such Transferor does not retain such sole and exclusive power, such Transfer shall be deemed not to be in compliance with the Securities Act a Permitted Transfer hereunder and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) in the case of Section 3.2(c), the Permitted Transferee must remain a Transfer upon the death or disability of the Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws to an Employee’s Trust; providedPermitted Affiliate, 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 RelativesPermitted Transferee does not remain as such, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer Permitted Transferee 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 shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or Initial Investor the Preferred Stock which was Transferred to another Person to whom such Permitted Transferee. Notwithstanding the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee foregoing, no party hereto shall be bound by avoid the terms and conditions provisions of this Agreement and by Transferring the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing to be bound by the terms and conditions securities of this Agreement and the Partnership Agreementany Person holding Equity Interests or Preferred Stock directly or indirectly. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the 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 have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that any Subject to the provisions of this Article 9, the following Transfers (each a “Permitted Transfer”) of allShares shall be permitted, but not less than all, without the prior written consent of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewithFounders: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee whole or any portion of a Shareholder’s Shares to the Employee’s Estate; or (iii) a Transfer made any of its Affiliates, 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 Transfereefollowing: (iA) no the Shareholder must give at least five (5) Business Days’ prior Notice of any such transferee 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 Corporation and the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3other Shareholders; and (iiB) each such transferee no proposed Transfer of Shares to an Affiliate shall be bound by effective until each of the terms and conditions of this Agreement Affiliate and the Partnership Agreement andTransferring Shareholder complies with Section 9.7, if requested by Section 9.8 and Section 9.12 and the General Partner, such transferee shall agree in writing Affiliate agrees to be bound by the terms and conditions 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 arbitrarily 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 Partnership other Shareholders; and (C) the right of first refusal provided in Section 9.4 and the restrictions contained in this Article 9. (iii) A Transfer of the 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 the performance of the obligations of the Transferring Shareholder and the Affiliate under this Agreement and for otherwise complying with this Agreement. (c) Notwithstanding The completion of any Transfer pursuant to Section 3.3(a9.3(a) (a “Sale Transaction”) will take place on the Closing Date in accordance with Section 9.8. In this Section 10.3(c), no Person may Transfer Subject Units if such Transfer has as a purpose the 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 have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).“Closing Date” means:

Permitted Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Subsections 3.1, 3.2 and 3.3 shall not apply (a) The Partnership Parties acknowledge in the case of a Stockholder that is an entity, upon a transfer by such Stockholder to any subsidiary or parent corporation equity holders, (b) 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 such Transfer Stock and agree that any pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the following Transfers Board of Directors, or (c) in the case of a Stockholder that 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 his or her spouse, parent, brother, sister, child (natural or adopted), or any other direct lineal descendant of such Stockholder (or his or her spouse) (all of the 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 owned wholly by such Stockholder or any such family members; (each of the transferees in the foregoing subsections (a), (b) and (c) hereinafter a “Permitted TransferTransferee”) provided that in the case of allclause(s) (a) or (c), but not less than all, of the Subject Units owned by Stockholder shall deliver prior written notice to the Employee at other Stockholders and the time Company of such gift or transfer and such shares of Transfer Stock shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee at all times remain subject to the 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 terms 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” restrictions 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 transferee shall, as a condition to such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant issuance, deliver a counterpart signature page to this Section 3.3 and, provided further, Agreement as confirmation 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 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 all the terms and conditions of this Agreement 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 provided further in the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing case of any transfer pursuant to be bound by the terms and conditions of this Agreement and the Partnership Agreement. clause (a) or (c) Notwithstanding Section 3.3(a)above, no Person may Transfer Subject Units if that such Transfer has as a purpose the 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) transfer is to prohibit the Transfer of Subject Units made pursuant to a transferee followed by a change transaction 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 have been directly permitted under this Agreement had which there is no consideration actually paid for such change in such relationship occurred prior to such Transfer)transfer.

Permitted Transfers. The restrictions set forth in this Section 1 shall not apply with respect to any Transfer of Company Equity Securities (aother than the HIG Restricted Equity Securities) The Partnership Parties acknowledge (1) pursuant to a Public Sale, (2) pursuant to Section 2, (3) in the case of any member of the Paribas Group, PCF Group or HIG Group, among its respective Affiliates, officers, directors or employees, (4) in the case of any Equityholder who is a natural person, pursuant to the laws of descent and agree distribution or among such Equityholder's Family Group, including pursuant to the personal representative of such Equityholder upon such Equityholder's death, (5) in the case of the Paribas Group or PCF Group, if required or requested by any governmental or regulatory authority or if it has a Regulatory Problem, (6) any Transfer of Warrants or Warrant Shares to a holder of loans or commitments under the Subordinated Loan Documents or the Credit Agreement, (7) in the case of the HIG Group, to any Person, provided that any member of the following Transfers (each a “Permitted Transfer”) of all, but HIG Group may not less sell more than all, 5% of the Subject Units Company Equity Securities owned by the Employee at HIG Group on the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the 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 date hereof pursuant to this Section 3.3 and1(d) or (8) pursuant to a pledge by any Equityholder of its Company Equity Securities to the Company's lenders or any Transfer by means of a foreclosure action pursuant to any such pledge (collectively referred to herein as "Permitted Transfers"), provided further, that if the Employee’s Trust fails restrictions contained in this Section 1 shall continue 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 be applicable to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Company Equity Securities after any such Transfer except pursuant to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee Public Sale 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 2, and provided further that the transferees of such transferee Company Equity Securities shall be bound by have executed a Joinder Agreement as required in Section 1(a). Notwithstanding the terms and conditions foregoing, no party hereto shall avoid the provisions of this Agreement by making one or more transfers to one or more Permitted Transferees and the Partnership Agreement and, if requested by the General Partner, then disposing of all or any portion of such transferee shall agree party's interest in writing to be bound by the terms and conditions of this Agreement and the Partnership Agreementany such Permitted Transferee. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the 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 have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that Notwithstanding anything to the contrary herein, any of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee Shareholder may at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewithany time: (i) a Transfer made pursuant any or all of its Company Securities to Article IV one or V; (ii) a Transfer upon more of its Affiliates without the death or disability consent of the Employee to the Employee’s Estate; or (iii) a Transfer made in Board or any other Shareholder and without compliance with the federal securities laws to an Employee’s TrustSection 3.01 or Section 4.01; provided, however, provided that it is expressly understood and agreed that if such Employee’s Trust at (x) in respect of 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 by such Shareholder, the relevant transferee shall no longer have executed a Deed of Adherence and be bound by the terms of this Deed in compliance with this Agreement the capacity as designated in the Deed of Adherence, and (y) such Employee’s Trust shall Transfer all Transferring Shareholder, irrespective of whether it holds any Shares following such Subject Units back Transfer, remains bound by and subject 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 6.02, Section 6.03, Section 6.04 and Section 6.05; 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: Transferring Shareholder (i) no such transferee shall not be entitled to make relieved from any further Transfers of Subject Units Transferred breaches committed by it under this Deed prior to such transferee except for a Transfer back Transfer, and (ii) shall, together with its Affiliates that beneficially own any Company Securities, be jointly and severally liable in respect of such transferee’s obligations under this Deed if, prior to such Transfer, such Transferring Shareholder or any of its Affiliates, in the Employee aggregate, have Transferred their Company Securities to three (3) or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3more Affiliates; and (ii) (A) subject to the Company’s prior written approval (such approval not to be unreasonably conditioned, delayed or withheld), charge, pledge, hypothecate, mortgage, encumber or otherwise grant any other equivalent security interest over its Company Securities in favor of any bona fide financial institution as a lender that is not a Competitor and for the sole purpose of raising debt financing pursuant to a bona fide lending transaction that does not exceed a loan-to-value ratio of thirty-five percent (35%) as at the date of first utilization of such debt financing (a “Permitted Financing”) provided, that such financial institution shall not be permitted to Transfer all or any portion of the loan or any other form of indebtedness or interest in respect of the Permitted Financing (including by way of sub-participation or any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of all or any part of the Permitted Financing) to any Competitor; and (B) Transfer such Company Securities, appoint a receiver over all or any part of such Company Securities, and appropriate all or any part of such Company Securities, in each case, in the event of an enforcement of such transferee charge, pledge, hypothecation, mortgage, encumbrance or other equivalent security interest over such Company Securities pursuant to the terms of the Permitted Financing, provided that the taking of any of the foregoing actions shall have complied with Section 3.01(b), Section 3.02(c), Section 3.03, Section 4.01, Section 4.04 and Section 7.08 (such Transfer, an “Enforcement Sale”). (b) Subject to Section 4.01, GDSH shall be bound permitted to, in one or more transactions, Transfer at any time and from time to time, in the aggregate and on a cumulative basis, up to forty percent (40%) of the Company Securities held by GDSH as of the terms and conditions Effective Date, irrespective of this Agreement and any applicable Lock-Up Period (other than any applicable IPO Lock-Up); provided that GDSH shall notify the Partnership Agreement and, if requested by the General Partner, such transferee shall agree Investors in writing prior to be bound by the terms and conditions consummation of this Agreement and the Partnership Agreementany such Transfer(s). (c) Notwithstanding Section 3.3(a), no Person may Each Shareholder agrees that any Transfer Subject Units if such Transfer has as a purpose the avoidance of the Company Securities shall be conducted (i) in compliance with the terms and conditions of, and restrictions on Transfers contained in, this Deed and the Articles, and (ii) in compliance with Applicable Law. (d) Subject to Section 3.03, any Transfer by a limited partner of limited partnership interests in any investment fund that directly or indirectly holds any equity interest in any Investor in accordance with the partnership agreement (or other governing or constitutional document) of such investment fund shall not be deemed to be a “Transfer” hereunder and shall not be subject to the Transfer restrictions set forth 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 have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer)Article III.

Permitted Transfers. 10.1 Subject to Article 9.2 (Transfer and Transmission of Shares ): (a) The Partnership Parties acknowledge and agree that a Shareholder may transfer any of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewithits Shares to: (i) a Transfer made pursuant to Article IV or Vany member of the relevant Shareholder’s Group; (ii) where a Transfer upon Shareholder holds the death or disability Shares as a result of a permitted transfer(s) under this Article 10 (Permitted Transfers), the Employee transferor(s) of such Shares and/or any other person(s) to whom the Employee’s Estatetransferor(s) could have transferred any Shares under this Article 10 (Permitted Transfers) if it had remained a Shareholder; or (iii) where a Transfer made in compliance with Shareholder holds any Shares as a trustee or nominee, 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 beneficial owner of such Subject Units back to the Employee Shares, another trustee or to another Person nominee of such beneficial owner and/or any other person(s) to whom the Employee would beneficial owner could have transferred any Shares under this Article 10 (Permitted Transfers) if it had 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.Shareholder; (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back Shareholder may transfer any Shares, subject to the Employee Act, to the Company for cancellation or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3be held in treasury; and (c) WGCo (or any transferee to whom Shares are transferred pursuant to this Article 10 (Permitted Transfers)) may transfer its Shares to any member of the WGCo Group. 10.2 Where a Shareholder holds any Shares as a result of permitted transfer(s) under Article 10.1(a)(i), (ii) each or (iii) (Permitted Transfers) and ceases to be a member of the relevant Shareholder’s Group, such transferee Shareholder shall be bound by promptly notify the terms and conditions of this Agreement Company and the Partnership Agreement andMaterial Shareholders of such cessation and shall, if requested by the General Partnerupon or within ten (10) Business Days of such cessation, transfer such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the 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 Shares 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 have been directly permitted under this Agreement had Article 10.1(a)(i), (ii) or (iii) (Permitted Transfers) at the price (if any) at which such change in such relationship occurred prior Shares were transferred to such Transfer)person. 10.3 No transfer of any Shares shall be permitted pursuant to this Article 10 (Permitted Transfers) if such Shares are the subject of or a Deemed Transfer Notice.

Permitted Transfers. (a) The Partnership Parties acknowledge restrictions contained in clauses (i) and agree that (ii) of Section 10.01 shall not apply to any of the following Transfers Transfer (each such Transfer, and together with any Transfer approved pursuant to Section 10.01, a “Permitted Transfer”) pursuant to (i)(A) a Change of allControl Transaction, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be (B) a Redemption or exchange in compliance accordance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: Article XI hereof or (iC) a Transfer made pursuant by a Member to Article IV the Corporation or V; the Company; (ii) a Transfer upon the death by any Member to such Member’s spouse, any lineal ascendants or disability descendants or trusts or other entities in which such Member or Member’s spouse, lineal ascendants or descendants hold (and continue to hold while such trusts or other entities hold Units) 50% or more of the Employee to the Employeesuch entity’s Estatebeneficial interests; or (iii) the laws of descent and distribution and (iv) a Transfer made in compliance with the federal securities laws to an Employee’s TrustAffiliate of such Member; provided, however, that it (A) in the case of the Corporation (or a Permitted Transferee thereof) such Affiliate is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than a wholly-owned Subsidiary of the Employee or his RelativesCorporation, such that it fails to meet (B) the definition of “Employee’s Trust” set forth restrictions contained in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall will continue to apply to Units after any Permitted Transfer all of such Subject Units back to Units, and (C) in 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 case 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 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 foregoing clauses (ii), (iii) each such transferee shall be bound by and (iv), the terms and conditions transferees of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee Units so Transferred shall agree in writing to be bound by the terms and conditions provisions of this Agreement and, the transferor will deliver a written notice to the Company and the Partnership Agreement. (c) Notwithstanding Section 3.3(a)Members, no Person may Transfer Subject Units if such Transfer has as a purpose which notice will disclose in reasonable detail the avoidance identity of the restrictions on Transfers in this Agreement proposed transferee. In the case of a Permitted Transfer by a Member of Class B Common Units, LTIP Units or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Rollover Profits Units to a transferee followed by a change in accordance with this Section 10.02, such Member (or any subsequent transferee of such Member) shall also Transfer an equal number of shares of Class B Common Stock or Series B Founder Preferred Shares, as applicable, corresponding to the proportion of such Member’s (or subsequent transferee’s) Class B Common Units, LTIP Units or Rollover Profits Units that were Transferred in the relationship between the transferor and the transferee after the Permitted Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfertransferee. All Permitted Transfers are subject to the additional limitations set forth in Section 10.07(b). (b) In any Permitted Transfer of LTIP Units, a Member only may Transfer LTIP Units that are Equitized LTIP Units, unless set forth in the applicable LTIP Agreement.

Permitted Transfers. Notwithstanding the provisions of Section 9.01 hereof, an Equityholder may Transfer all or a portion of such Equityholder’s Units, without compliance with the terms of Sections 9.04 (a) The Partnership Parties acknowledge and agree (b), as applicable, provided that any of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the 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 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 conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree agrees in writing to be bound by the terms and conditions of this Agreement and (ii) with regard only to transfers pursuant to subsection (a) below, the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as transferee executes a purpose the avoidance proxy in favor of the restrictions 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 Transfers 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 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 Partnership acquisition of such Units to have agreed to be subject to and bound by all of 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 be entitled to treat the record owner of Units in the 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 such owner until such time as a written assignment of such 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 Fund (including the Administrator and the Manager, as applicable) and shall not be binding upon or be recognized by the Fund, and any such Transferee shall not be treated as or deemed to be an Equityholder or a Member, as applicable, for any purpose. In the event that any Equityholder shall at any time Transfer its Units in violation of any of the provisions of this Agreement, the Fund and 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 understood expressly acknowledged and agreed that the purpose damages at law would be an inadequate remedy for a Transfer in violation 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 have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer)Agreement.

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that any of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant Subject to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws to an Employee’s Trust; providedSection 4.01(c), 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 Member may Transfer all or a portion of such Subject its 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 Transferee of such transferee Member, without the approval of any other Member or the Board, subject to the provisions of this Section 4.0l(d): provided, that such Permitted Transferee shall not be entitled to make any further Transfers of Subject Units Transferred to such transferee in reliance upon this Section 4.0l(d), except for a Transfer of such acquired Units back to the Employee such original holder or to another Person Permitted Transferee of such original holder. A Member (or its Permitted Transferee) shall provide prompt written notice to whom the Employee would have been able to Board following any-Transfer Subject Units pursuant to this Section 3.3; and4.0l(d). (ii) each such transferee shall be bound by Notwithstanding anything to the terms and conditions of contrary in this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a4.01(d), no Person may a Member shall not Transfer Subject any Units to a Permitted Transferee of such Member 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 or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c4.0l(d)(ii) is to prohibit the Transfer of Subject Units to a transferee Permitted Transferee followed by a change in the relationship between the transferor and the transferee Permitted Transferee, or a change of Control of such transferor or Permitted Transferee, after the Transfer, in either case that was agreed to, planned, or otherwise contemplated at the time of such Transfer with the result and effect that the transferor has indirectly made a Transfer that of Units by using a Permitted Transferee, which Transfer would not have been directly permitted under this Agreement Section 4.0l(d) had such change in such relationship occurred prior to such Transfer). (iii) Notwithstanding anything to the contrary in this Article IV, no Transfers of any Units shall be made to any Person (A) directly or indirectly engaged in any transaction or other business with a Restricted ▇▇▇▇▇ in violation of applicable Sanctions, (B) who has been or is the subject of any enforcement action or proceeding by any Governmental Authority concerning violations of applicable Anti-Corruption Laws, Anti-Money Laundering Laws, Export Control Laws or Sanctions, (C) who is organized or resident in any country, region or territory that is the subject of comprehensive Sanctions or (D) who is, or is owned, directly or indirectly, beneficially or of record, by, a Restricted Party.

Permitted Transfers. The restrictions set forth in Section 2(a) or Section 2(b) shall not apply to any Transfer of Vested Class B Units or Stock by an Executive (aA) The Partnership Parties acknowledge and agree that any of who is an individual (i) in the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time event of such Transfer shall be deemed Executive’s death, pursuant to be will or applicable laws of descent or distribution, (ii) to such Executive’s legal guardian (in compliance with case of any mental incapacity) or (iii) to or among his or her Family Group, or (B) that is an entity, to or among its Affiliates; provided that the Securities Act and restrictions contained in this Agreement and no opinion of counsel shall any other agreement applicable to such Executive or such Vested Class B Units and/or Stock will continue to be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee applicable to the Employee’s Estate; or (iii) a Units and/or Stock after any 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 and2(c), provided further, that if the Employee’s Trust fails subject to make such a Transfer within 45 Section 8. At least 30 days of first including any Person prior (other than in the Employee case of Transfers pursuant clauses (A)(i) or his Relatives(ii) above, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit in which case as promptly as practical following such Subject Units Transfer) to the Partnership. (b) It is expressly understood and agreed that in the event Transfer of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject vested 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 vested Stock pursuant to this Section 3.3; and (ii2(c), the Transferee(s) each will deliver a written notice to the Company, which notice shall disclose in reasonable detail the identity of such transferee shall be bound by Transferee. Any Transferee of Vested Class B Units or Stock pursuant to a Transfer in accordance with the terms and conditions provisions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing Section 2(c) is herein referred to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose “Permitted Transferee.” Notwithstanding the avoidance foregoing, (A) no party hereto shall avoid the provisions of the restrictions on Transfers in this Agreement or the Partnership LLC Agreement by (it being understood i) making one or more Transfers to one or more Permitted Transferees and then disposing of all or any portion of such party’s interest in any such Permitted Transferee or (ii) Transferring the securities of any entity holding (directly or indirectly) Units or Stock and (B) if and to the extent that the purpose of this Section 3.3(c) is to prohibit Board determines in good faith that the Transfer of Subject Vested Class B Units or Stock to a transferee followed Permitted Transferee pursuant to this Section 2(c) would have an adverse effect on the Company, including by causing the Company to become subject to the reporting requirements of the Exchange Act, the Board may delay, modify, or, if determined by the Board to be necessary to avoid such adverse effect, prohibit any such Transfer pursuant to this Section 2(c). Any Permitted Transferee shall be bound by, and subject to, the terms of this Agreement to the same extent that Executive would be bound by such terms if the Vested Class B Units or vested Stock held 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 have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer)Permitted Transferee were still held by Executive.

Permitted Transfers. (a) The A General Partner may Transfer all or any portion of its General Partner Interest in the Partnership Parties acknowledge and agree that as a General Partner: (i) at any time to any other General Partner; (ii) at any time to any Person who is such General Partner’s Affiliate; (iii) at any time involuntarily by operation of law; or (iv) to any Person who is approved by all of the following Transfers other General Partners (each 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 as if the Partnership Interest being Transferred were a Limited Partner Interest; and (B) the transferor and transferee provide the Partnership with an opinion of counsel, which opinion and counsel shall be acceptable to the other 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 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 “Permitted Transfer”partnership” for federal tax purposes, whether or not such a ruling is being or has been requested. (b) A transferee of alla 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 not less than all, of the Subject Units owned by the Employee only if: (i) at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) Transfer, such transferee is otherwise a Transfer made pursuant to Article IV General Partner; or V; (ii) the admission of such transferee as a Transfer upon the death or disability General Partner is approved by all of the Employee to the Employee’s Estate; or other General Partners (iiiif any) and a Transfer made majority 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 interest 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 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 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 the terms and conditions of this Agreement and the Partnership AgreementLimited Partners. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as A transferee who acquires a purpose the avoidance General Partnership Interest from a General Partner hereunder by means 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 have been directly is permitted under this Agreement had 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 Partnership, to inspect the Partnership’s books, or otherwise to be treated as a General Partner, but such change transferee shall be treated as a Person who acquired an Interest in such relationship occurred prior to such Transfer)the Partnership in a Permitted Transfer under Article VIII hereof.

Permitted Transfers. The restrictions contained in this Section 3 shall not apply with respect to any Transfer of Covered Securities, other than Class B Stock, by any Securityholder (ai) The Partnership Parties acknowledge in the case of a Securityholder who is an individual, pursuant to applicable laws of descent and agree that distribution or among such individual's Family Group, (ii) in the case of a Securityholder which is an entity, among such entity's Affiliates or a Transfer by such Securityholder as a pledge to a trustee for the benefit of secured noteholders pursuant to documents related to the financing of such Securityholder, (iii) as a pledge of Securityholder Units owned by any of the following Transfers Executives to the Company or its Subsidiaries in connection with any loan(s) to purchase such units and (each a “Permitted Transfer”iv) of all, but not less than all, to the Company pursuant to the Redemption Agreement; provided that the restrictions contained in this Section 3 shall continue to be applicable to the Covered Securities after any of the Subject Units owned by foregoing Transfers, and provided further that the Employee at the time transferees of such Transfer Covered Securities shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the 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 have 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 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 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 the terms and conditions provisions of this Agreement and which affect the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the Covered Securities so transferred. The restrictions on Transfers contained in this Agreement or the Partnership Agreement Section 3 shall not apply with respect to (it being understood that the purpose of this Section 3.3(ci) is to prohibit the any Transfer of Subject Units Class B Stock by any Securityholder to any Class B Affiliate or (ii) any Transfer of Class B Stock that constitutes a transferee followed by a change bona fide pledge of such Class B Stock as collateral security for indebtedness due to the pledgee, provided, however, that such shares shall not be transferred to, registered in the relationship between name of or voted by the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly pledgee. All transferees permitted under this Agreement had such change in such relationship occurred prior Section 3(c) are collectively referred to such Transfer)herein as "Permitted Transferees." Each Permitted Transferee shall be deemed a Securityholder for purposes of this Agreement.

Permitted Transfers. (a) The Partnership Parties acknowledge Notwithstanding any other provision of this Agreement to the contrary, ▇▇▇▇▇▇▇▇ and agree that ▇▇▇▇▇▇ shall each be entitled to sell, convey, assign and transfer to JLT up to 944,111 Shares pursuant to the terms of an Option Agreement, dated June 10, 1996, by and among ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and JLT without complying with the provisions of this Agreement. Any such Shares transferred to JLT shall, after such transfer to JLT, be subject to the provisions of this Agreement. (b) Notwithstanding any other provision of this Agreement to the contrary, each of ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ shall be entitled to sell, convey, assign and transfer Shares to members of his family and/or key executive employees of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance Company without complying with the Securities Act and provisions of this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws to an Employee’s TrustAgreement; provided, however, that it is expressly understood each of ▇▇▇▇▇▇▇▇ and agreed that if such Employee’s Trust at any time includes any Person other ▇▇▇▇▇▇ shall be entitled to transfer no more than the Employee or his Relatives, such that it fails to meet the definition a total 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 2,500,000 Shares pursuant to this Section 3.3 and11(b), provided further, that if the Employee’s Trust fails to make and any 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 transfer shall be entitled to make any further Transfers null and void unless the transferee of Subject Units Transferred to such Shares executes and delivers a written instrument by which the 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 conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing agrees to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a)any other provision of this Agreement to the contrary, no Person may Transfer Subject Units Newcourt shall be entitled to sell, convey, assign and transfer any or all of its Shares to any entity, if such Transfer has as a purpose the avoidance Newcourt Credit Group Inc., directly or indirectly, maintains more than fifty percent of the restrictions on Transfers voting interest in such entity, without complying with the terms of this Agreement; provided, however, that any such transfer shall be null and void unless the transferee of such Shares executes and delivers a written instrument by which such transferee agrees to be bound by the terms of this Agreement. (d) Notwithstanding any other provision of this Agreement or to the Partnership Agreement (it being understood that contrary, the purpose French Shareholders shall be entitled to sell, convey, assign and transfer all of their respective Shares to Newco 1 and Newco 2 as contemplated in Section 14 of this Section 3.3(c) is Agreement and Newco 1 and Newco 2 shall be entitled to prohibit sell, convey, assign and transfer Shares to other entities, if Gemplus Corp. and/or Gemplus SCA, directly or indirectly, maintain more than fifty percent of the Transfer of Subject Units to a transferee followed by a change voting interest in each such entity (the relationship between the transferor "Gemplus Affiliates"); provided, however, that any such transfer shall be null and void unless the transferee after of such Shares executes and delivers a written instrument by which such transferee agrees to be bound by the Transfer terms of this Agreement. (e) Notwithstanding any other provision of this Agreement to the contrary, JLT shall be entitled to sell, convey, assign and transfer its Shares to other entities, if ▇▇▇▇▇▇ ▇. ▇▇▇▇ and/or ▇▇▇▇▇ ▇. ▇▇▇▇, directly or indirectly, maintain more than fifty percent of the voting interest in each such entity ("JLT Affiliates") without complying with the result terms of this Agreement; provided, however, that any such transfer shall be null and effect that void unless the transferor has indirectly made transferee of such Shares executes and delivers a Transfer that would not have been directly permitted under written instrument by which such transferee agrees to be bound by the terms of this Agreement had such change in such relationship occurred prior to such Transfer)Agreement.

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that any following types of the following Transfers (each a “"Permitted Transfer”Transfers") may be consummated notwithstanding the provisions of all, but not less than all, Section 4 of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewithAgreement: (i) a Transfer made pursuant to Article IV by any Shareholder of all or Vany portion of his Shares, whether or not for adequate consideration, either directly to, or indirectly in trust for, his spouse, children, parents, siblings or a corporation or other entity of which he (and/or his spouse, children, parents or siblings) beneficially own 100% of the equity interests; (ii) a Transfer upon the death by any Shareholder of all or disability any portion of the Employee his Shares to the Employee’s Estateanother Shareholder; or (iii) a Transfer made by any Control Shareholder of 50% or more of his Shares. (b) In the event a Shareholder makes a Permitted Transfer, he shall notify the Corporation thereof, which notice shall specify (i) the name of the Transferee, (ii) the relationship of the Transferee to the Shareholder, (iii) the number of Shares transferred and (iv) the date of the Transfer. Any such Transferee shall, as a condition of the recognition by the Corporation of such Transfer, execute a counterpart copy of this Agreement or other instrument acceptable to the Corporation acknowledging the terms and restrictions of this Agreement and the Transferee's obligation to be bound hereby. (c) Notwithstanding any other provision of this Agreement, a Shareholder may pledge, hypothecate or otherwise encumber up to 50% of his Shares to, or in compliance with the federal securities laws to an Employee’s Trustfavor of, any national or state bank or other financial institution; 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 a Shareholder may pledge, hypothecate 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 encumber all of such Subject Units back his Shares in order to secure a loan made 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 Company. In the event of a Permitted Transfer to a Permitted Transferee: Shareholder pledges, hypothecates or encumbers Shares, he shall notify the Corporation thereof, which notice shall specify (i) no such transferee shall be entitled the name of the party to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to which the Employee or to another Person to whom the Employee would Shares have been able to Transfer Subject Units pursuant to this Section 3.3; and pledged, (ii) each such transferee shall be bound by the terms and conditions number of this Agreement and Shares pledged (iii) the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance amount 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 obligation for which such Shares have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer)given as security and (iv) the date of the pledge.

Permitted Transfers. A General Partner shall have the right to Transfer (but not to substitute the transferee as a General Partner in such General Partner’s stead) all or any part of such General Partner's General Partnership Interest provided that (a) The Partnership Parties acknowledge and agree that any the Transfer would not result in the “termination” of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, Partnership pursuant to Section 708 of the Subject Units owned by Code, (b) except in the Employee at case of a Transfer to an Affiliate of the time 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 any applicable state securities laws and that such Transfer does not adversely affect any exemption from registration that was available to the Partnership, (f) 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 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 Transfer made in accordance with the provisions of this Section 11.2 and not prohibited by Section 11.1. A Person shall not cease to be a General Partner upon the Transfer of all of such General Partner's General Partnership Interest unless and until the transferee(s) thereof has (have) been admitted to the Partnership as a successor general partner pursuant to Section 11.5(a). Upon such admission, the successor general partner automatically shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) have exercised a Transfer made pursuant right to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the 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, carry 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 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 conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing not be deemed to have dissolved and be bound by the terms and conditions of this Agreement and the Partnership Agreementrequired to wind up its affairs. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the 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 have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. 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 (including a Founder Holder), the Seller Representative, and in the case of such a Transfer by a Seller or its Permitted Transferees, the Sponsor, (ii) (a) The Partnership Parties acknowledge 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 agree that any distribution upon death of the following Transfers individual; (each 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 similar transaction which results in all of PubCo’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Business Combination or (iii) a 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 connection with any Transfer of such Lock-Up Shares pursuant to clause (ii) 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 such Transferee shall agree to be bound by such restrictions and obligations in writing and acknolwedged by PubCo, and (y) the 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 Transfer”) Transferee in accordance with this Investor Rights Agreement. Any Transferee of all, but not less than all, Lock-Up Shares who is a Permitted Transferee of the Subject Units owned by the Employee Transferor pursuant to this Section 4.2 shall be required, at the time of and as a condition to such Transfer shall be deemed Transfer, to be become a party to this Investor Rights Agreement by executing and delivering a joinder in compliance with the Securities Act and form attached to this Investor Rights Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the 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 as Exhibit A, then whereupon such Transfer shall no longer Transferee will be in compliance treated as a Party (with the same rights and obligations as the Transferor) for all purposes of this Agreement and such Employee’s Trust shall Transfer all Investor Rights Agreement. Notwithstanding the foregoing provisions 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 and4.2, provided further, that if the Employee’s Trust fails to a Holder may not 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 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 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 the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units 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 or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit provision includes prohibiting the Transfer of Subject Units to a transferee 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 transferor Holder and the transferee Permitted Transferee (or a change of control of such Holder or Permitted Transferee) after the Transfer with the result and effect that the transferor Holder has indirectly made a Transfer that of Lock-Up Shares by using a Permitted Transferee, which Transfer would not have been directly permitted under this Agreement Article IV had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. (a) The Partnership Parties acknowledge Notwithstanding anything to the contrary herein, subject to the terms and agree that any conditions of the Existing Financing, the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with “Permitted Transfers” and shall not require the Securities Act and this Agreement and no opinion consent of counsel the other Member, provided however that (a) any Permitted Transfer by CNL shall be required subject to the Sunrise Purchase Option and, subject to Section 9.5(b) below, the transfer restrictions described in connection therewith:Section 9.5(a)(iii) and (b) any Permitted Transfer by Sunrise shall be subject to the CNL Put Right. (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, 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). 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 made pursuant to Article IV or Vhereunder; (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 Transfer upon the death or disability portion of the Employee to the Employee’s Estate; orSunrise 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 or a Transfer made portion of its Interest to CNL Properties Trust, Inc., a Maryland corporation, provided that such entity (A) has total assets in compliance with the federal securities laws excess of Two Hundred Million Dollars ($200,000,000), (B) has as its advisor (pursuant to an Employeeadvisory 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 Trust; Interest shall be subject to the restrictions set forth in Section 9.1, provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than notwithstanding anything else contained in this agreement, CNL may sell its Interest without receiving the Employee or his Relatives, such that it fails to meet the definition prior written consent of “Employee’s Trust” set forth Sunrise in Exhibit A, then such Transfer shall no longer be in compliance connection 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 anda CLP Liquidity Event, provided furtherthat the transferee of CLP’s assets in accordance with such Liquidity Event is not a Restricted Transferee; provided further however that, that if the Employee’s Trust fails to make from and after such a Transfer within 45 days of first including any Person other than the Employee or his RelativesCLP Liquidity Event, 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 the restriction on sales of CNL’s Interest by the successor to CNL in connection with such transferee CLP Liquidity Event to HCP or Ventas or their respective Affiliates and successors shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except continue only for a Transfer back period to expire on the Employee later of (y) two (2) years following such CLP Liquidity Event or to another Person to whom (z) two (2) years following the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and expiration of the Purchase Option Lockout Period and (ii) each such transferee shall be bound by notwithstanding the terms and conditions provisions of this Agreement and the Partnership Agreement andSection 12.1, if requested by the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership Agreement. CLP Liquidity Event (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as other than a purpose the avoidance CLP Liquidity Event constituting an initial public offering of the restrictions on Transfers in this Agreement shares of CLP or the Partnership Agreement (it being understood that the purpose of this Section 3.3(cany Affiliate thereof) 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 have been directly permitted under this Agreement had such change in such relationship occurred occurs prior to expiration of the Purchase Option Lockout Period, Sunrise shall have the right to exercise the Sunrise Purchase Option as of the date of such Transfer)CLP Liquidity Event. For purposes of clarification, the restriction on sales of the CNL Interest to Competitors of Sunrise following a CLP Liquidity Event shall not expire.

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that any of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be Anything contained in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith:to the contrary notwithstanding (except subsection (f) below, to which this subsection (c) is subject): (i) a Units may be Transferred with the prior approval of the Board of Directors of the Managing General Partner, and the Units so Transferred shall be subject to all restrictions on Transfer made pursuant to Article IV and all other agreements, provisions, terms and conditions which are contained in this Agreement, unless the Board of Directors of the Managing General Partner shall impose additional restrictions on such Units or V;waive any existing restrictions on such Units. (ii) Units may be Transferred (A) by a Transfer upon the death Partner or disability his Permitted Transferee to any member of the Employee said Partner’s Family; (B) by a Permitted Transferee to a Partner who Transferred such Units to said Permitted Transferee; (C) to the Employeepersonal representative of a Partner or Permitted Transferee who is deceased or adjudicated incompetent; (D) by the personal representative of a Partner or his Permitted Transferee who is deceased or adjudicated incompetent to any member of said Partner’s EstateFamily; or or (iiiE) upon termination of a Transfer made trust which is a Permitted Transferee, by the trustee of such trust to the person or persons who, in compliance accordance with the federal securities laws provisions of said trust, are entitled to an Employee’s Trust; receive the Units held in trust, provided, however, that it 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. Notice of a Transfer proposed to be made under this Section 19(c)(ii) shall be given by the transferor to the Partnership at least fifteen (15) days prior to the proposed Transfer so that a determination can be made as to whether the requirements of subsection (g) below will be satisfied. (iii) Units may be transferred by a Partner to the Partnership’s institutional lenders for collateral security purposes, and by the Partnership’s lender in foreclosure of its security interest in such Units; (iv) a Partner which is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than a corporation or partnership may transfer Units to its stockholders or partners, as the Employee or his Relativescase may be, 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 stockholders or partners, as the case may be, may transfer 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 ultimate holders of equity interest in such stockholders or partners, as the event of a Permitted Transfer case may be, or to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except liquidating trust 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 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 the terms and conditions of this Agreement and the Partnership Agreementtheir benefit. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the 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 have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. The following Transfers ("Permitted Transfers", and each transferee, a "Permitted Transferee") shall be permitted without the consent of the City, following written notice from Project Developer of such Permitted Transfer, notwithstanding the prohibitions on Transfers set forth in Section 15.1 or any other provision of this Agreement: (a) The Partnership Parties acknowledge the Project Developer may, subject to Section 15.3, freely Transfer, in whole or in part, any or all of its rights and agree that any of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and obligations under this Agreement and no opinion to one or more of counsel shall be required in connection therewith: (i) a Transfer made its Affiliates, provided that such Affiliate provides to the City similar financial assurances provided by Project Developer pursuant to Article IV or V; (ii) a Transfer upon the death or disability Section 16.2 of the Employee to the 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 Affiliate and shall Transfer agree to be bound by all of such Subject Units back the terms and conditions hereof pursuant to an assignment and assumption agreement in form and content reasonably satisfactory to the Employee or City (an "Assumption Agreement"), which Assumption Agreement acknowledges that the Transfer is subject and subordinate 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 rights of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership.City under this Agreement; (b) It is expressly understood [Subject to Section 15.6, Project Developer may directly or indirectly pledge, collaterally assign or grant a security interest in, or otherwise encumber, this Agreement (subject and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back subordinate to the Employee City’s rights under this Agreement) or any or all of the Project Developer’s rights under this Agreement, in whole or in part, as security for any bonds, notes, other evidences of indebtedness, credit facility or other financial obligation or guarantee of the Team, OSH, the Project Developer or any of their respective Affiliates, in each case without diminishing the Project Developer’s obligations to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to perform its other obligations in accordance with this Section 3.3Agreement; and (ii) each such transferee shall be bound by the terms and 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 the terms and conditions of this Agreement and the Partnership Agreement.] (c) Notwithstanding Section 3.3(athe Project Developer may Transfer all of the Project Developer’s right, title and interest in and to this Agreement to any Person that acquires the Team’s MLS membership with the approval of the MLS (or an Affiliate of such Person), no Person may Transfer Subject Units if provided such Transfer has assignee (or one or more Affiliates of such assignee) unconditionally and expressly assumes, as a purpose the avoidance applicable, all of the restrictions on Transfers in this Agreement or obligations of 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 have been directly permitted Project Developer under this Agreement had such change in such relationship occurred prior and agrees to such abide and be bound by all of the terms and provisions of this Agreement pursuant to an Assumption Agreement satisfactory to City which acknowledges that the Transfer is subject and subordinate to the rights of the City under this Agreement (a "Permitted MLS Membership Transfer").

Permitted Transfers. (a) The Partnership Parties acknowledge Subject to Section 3.1, a ------------------- Stockholder may Transfer Shares at any time to any party, provided that upon acceptance of such transferred Shares, and agree that any by virtue of the following Transfers Transfer and this Agreement, the party to whom such Transfer is to be made shall become bound by all the terms of this Agreement to the same extent as a Stockholder is so bound. Any party to whom such Transfer has been made consistent with the provisions of this Article III (each any such Transfer, a “"Permitted Transfer”") of allis herein referred to as a "Permitted Transferee" and, but not less than all, of after the Subject Units owned by the Employee at the time consummation of such Transfer Permitted Transfer, such Permitted Transferee shall be deemed a Stockholder for purposes of this Agreement. (b) MS or SB may assign to be in compliance with any Permitted Transferee part or all of MS's or SB's rights, respectively, to designate Directors and fill certain vacancies on the Securities Act Board of Directors pursuant to Sections 4.2 and 4.4 of this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV such transferee, an "MS Nomination Successor" or V; (ii) a Transfer upon an "SB Nomination Successor", as the death or disability of the Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws to an Employee’s Trustcase may be); provided, however, that it is expressly understood the total number of Directors with respect to which MS and agreed all MS Nomination Successors together, and SB and all SB Nomination Successors together, shall have designation and vacancy filling rights, respectively, shall not exceed the lesser of (i) two and (ii) the number of Directors with respect to which MS and the MS Nomination Successors, or SB and the SB Nomination Successors, as the case may be, shall have rights pursuant to Sections 4.2(b) and 4.2(c); and provided, further, that if such Employee’s Trust at no assignment of any time includes any Person other than of MS's or SB's rights pursuant to this paragraph shall be effective or recognized by the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” Company unless set forth in Exhibit Aa written agreement between MS or SB, then such Transfer shall no longer be in compliance with this Agreement as the case may be, and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee prospective MS Nomination Successor or to another Person to whom SB Nomination Successor, as the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 andcase may be; and provided, provided further, that if neither MS nor SB shall enter into a written agreement with any party that, when taken together with any other written agreement or agreements entered into by MS or SB, respectively, would grant rights with respect to the Employee’s Trust fails to make designation or nomination of Directors or the filling of vacancies on the Board of Directors inconsistent with or in excess of those provided for in this Section 3.2(b) and in Section 4.2(b). The assignor of any assignment described in this Section 3.2(b) shall give written notice of such a Transfer within 45 days of first assignment, including any Person other than the Employee or his Relatives, then the General Partner, on behalf identity of the Partnershipassignee, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the PartnershipCompany no later than two business days after such assignment is effected. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee 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 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 the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the 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 have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. Each of the Holders hereby agrees that, until it has disposed of all of the 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”) of any Acquired Shares, except: (a) The Partnership Parties acknowledge and agree that any sales of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made Acquired Shares pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s EstateResale Registration Statement; or (iiib) a Transfer made 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 compliance 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 federal securities laws to an Employee’s Trustother transferees) of the total combined voting power of all Common Shares then outstanding; provided, however, that it is expressly understood in each such case, the transferee shall receive and agreed 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 (d) a bona fide pledge of or the granting of a security interest in the Acquired Shares to an institutional lender for money borrowed, provided that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such lender acknowledges in writing 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 has received 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 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 conditions copy of this Agreement and agrees, upon its becoming the Partnership Agreement andowner of, if requested by the General Partneror obtaining dispositive authority with respect to or in connection with any disposition of, any such transferee shall agree in writing Acquired Shares, to be bound by the provisions of this Agreement in 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); or (e) 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 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 conditions 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 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 Partnership Agreement. applicable Columbia/Spectrum Exchange Agreement and (cB) Notwithstanding does not require registration under the Securities Act. Upon a disposition of Acquired Share pursuant to Section 3.3(a)5.1(h) to its beneficial owners, no Person may Transfer Subject Units if such Transfer has as a purpose beneficial owners shall hold the avoidance Acquired Shares free of the any 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 have been directly permitted under this Agreement had such change in such relationship occurred prior and shall not be required to become parties to this Agreement; provided that the applicable Fund distributing the Acquired Shares shall act as a representative to such Transfer)beneficial owners receiving Acquired Shares for purposes receiving notifications pursuant to this Agreement.

Permitted Transfers. 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 prevent any Shares from being sold, transferred or otherwise disposed of to the following persons or entities ("Permitted Transferees"): (a) The Partnership Parties acknowledge and agree that In the case of any of the following Transfers (each a “Permitted Transfer”) of allindividual Holder, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made any Family Member thereof whether pursuant to Article IV an intervivos gift or V; (ii) a Transfer upon the death or disability of the Employee pursuant to the Employee’s Estatelaws of descent or to any corporation, partnership, trust or other entity which is owned solely by such individual Holder and his Family Members; or (iii) and distribution or in the case of ▇▇▇▇▇▇ and Electra, to any officer, director or stockholder thereof, any "associate of a Transfer made licensee," as defined in compliance 13 CFR 107.3, or any entity controlled by, controlling or under common control with the federal securities laws to an Employee’s Trust▇▇▇▇▇▇, Provident or Electra; provided, howeverthat said donee or transferee executes and delivers to the Corporation for the benefit of the Corporation and the other Stockholders, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than concurrently with 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 acceptance of such Subject Units back to the Employee gift or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 andtransfer, provided furthera written instrument, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee signifying his, her 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 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 conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing consent to be bound by the terms and conditions of this Agreement and any amendments hereto and to the Partnership Agreement.assumption of all of the terms and provisions of this Agreement and any amendments hereto and provided further, that, if required by the Corporation, such transferor provides the Corporation with an opinion of securities counsel acceptable to the Corporation that such transfer is exempt from registration under the Securities Act of 1933, as amended, and applicable state securities laws; (b) By ▇▇▇▇▇▇, Electra or Provident to ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇; (c) Notwithstanding In the 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 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 Credit Agreement, dated July 31, 1995, between Provident and the Corporation to the extent permitted thereby; and (f) In the case of Shares or Rights held by ▇▇▇▇▇▇, Electra or Provident, to any person if such transfer does not result in a violation of Section 3.3(a2.4(a), no Person may Transfer Subject Units if such Transfer has as a purpose the 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 case of Electra, Section 2.9(b) or, in the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfercase of Provident, Section 2.10(b).

Permitted Transfers. 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 3.03 or Section 3.04 hereof: (a) The Partnership Parties acknowledge and agree that in the case of the Washington Parties, to any of (i) D▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, his spouse, his lineal descendants, spouses of his lineal descendants, or the estate of or any trust for the benefit of any of the following Transfers (each a “Permitted Transfer”) of allforegoing persons, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the 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 entity 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 whose equity is owned and controlled by any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, person referenced at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership.item (i); (b) It is expressly understood and agreed that in the event case of a Permitted Transfer the Tiger Parties, to a Permitted Transferee: any of (i) no G▇▇▇▇ ▇▇▇▇ or G▇▇▇▇▇ ▇▇▇▇▇▇, (ii) the spouse, lineal descendants, and spouses of lineal descendants of either of the 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 shall agrees, by executing a joinder agreement in substantially the form attached hereto as Exhibit A (y) to be entitled bound by this Agreement as a Shareholder with respect to make any further Transfers all of Subject Units the Common Shares Transferred to such transferee, and (z) that all of the Common Shares Transferred to such transferee except for a Transfer back remain subject 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 conditions of this Agreement and all of the Partnership Agreement andterms, if requested by the General Partnerconditions, such and restrictions hereof. Any transferee shall agree in writing to be bound by the terms and conditions of Common Shares of a Washington Party who joins this Agreement and pursuant to the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has prior sentence shall thereafter be treated as a purpose 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 the restrictions on doubt, Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of permitted by this Section 3.3(c) is 3.02 shall not be subject to prohibit the Transfer provisions of Subject Units to a transferee followed by a change in the relationship between the transferor Section 3.03 and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer)Section 3.04.

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that any of Notwithstanding anything to the contrary contained in Section 4.2, the following Transfers (each a herein, the “Permitted TransferTransfers”) shall be permitted hereunder: (a) a Lease entered into in accordance with the Loan Documents; (b) a Permitted Encumbrance; (c) the transfer of allpublicly traded shares on a nationally or internationally recognized stock exchange in any indirect equity owner of Borrower; (d) provided no Event of Default shall then exist, but not less than all, a Transfer of any direct or indirect interest in Borrower related to or in connection with the Subject Units owned by the Employee at the time estate planning of such Transfer shall be deemed transferor to be in compliance with (1) a Family Member of such interest holder (or to partnerships or limited liability companies Controlled solely by one or more of such Family Members) or (2) a trust established for the Securities Act and this Agreement and no opinion benefit of counsel shall be required in connection therewithsuch Family Member, provided that: (i) a Transfer made pursuant Borrower shall provide to Article IV or VLender twenty (20) days prior written notice thereof; (ii) such Transfer shall not otherwise result in a change of Control of Borrower, Mortgage Borrower or any other Mezzanine Borrower, or change of the day to day management and operations of the Property and the Key Principal Ownership/Control Conditions shall continue to be satisfied; (iii) Borrower shall continue to be the sole member of First Mezzanine Borrower, First Mezzanine Borrower shall continue to be the sole member of Mortgage Borrower (or of New Mezzanine Loan Borrower if a New Mezzanine Loan was created), and New Mezzanine Loan Borrower (if a New Mezzanine Loan was created) shall continue to be the sole member of Mortgage Borrower; (iv) Borrower shall continue to be a Special Purpose Bankruptcy Remote Entity; (v) if such Transfer would cause the transferee, together with its Affiliates, to increase its direct or indirect interest in Borrower or Senior Borrower to an amount which equals or exceeds ten percent (10%), such transferee shall be a Qualified Transferee; 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 or Senior Borrower to an amount which equals or exceeds forty-nine percent (49%), Lender consents to such Transfer in Lender’s sole and absolute discretion, which consent may be conditioned upon, inter alia, the delivery of a non-consolidation opinion in form and substance reasonably satisfactory to Lender and satisfactory to the applicable Rating Agencies; (e) a Transfer of any direct or indirect interest in Borrower that occurs by devise or bequest or by operation of law upon the death or disability legal incapacity of a natural person that was the Employee holder of such interest, provided that: (i) Borrower shall give Lender notice of such Transfer together with copies of all instruments effecting such Transfer not less than thirty (30) days after the date of such Transfer; (ii) Borrower shall continue to be the Employee’s Estate; orsole member of First Mezzanine Borrower, First Mezzanine Borrower shall continue to be the sole member of Mortgage Borrower (or of New Mezzanine Loan Borrower if a New Mezzanine Loan was created), and New Mezzanine Loan Borrower (if a New Mezzanine Loan was created) shall continue to be the sole member of Mortgage Borrower; (iii) Borrower shall continue to be a Special Purpose Bankruptcy Remote Entity; (iv) the Property 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; (v) if such Transfer made would cause the transferee, together with its Affiliates, to increase its direct or indirect interest in compliance with the federal securities laws Borrower or Senior Borrower 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 amount which equals or his Relativesexceeds ten percent (10%), such that it fails transferee shall be a Qualified Transferee; (vi) The Key Principal Ownership/ Control Conditions shall continue to meet the definition of “Employee’s Trust” set forth in Exhibit A, then be satisfied; and (vii) if such Transfer shall no longer cause the transferee together with its Affiliates to acquire or to increase its direct or indirect interest in Borrower or Senior Borrower to an amount which equals or exceeds forty-nine percent (49%), (x) Lender consents to such Transfer in Lender’s sole and absolute discretion, which consent may be conditioned upon, inter alia, the delivery of a non-consolidation opinion in compliance with this Agreement form and such Employee’s Trust shall Transfer all of such Subject Units back substance reasonably satisfactory to Lender and satisfactory 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.applicable Rating Agencies; (bf) It is expressly understood and agreed provided that no Event of Default shall then exist, one or more Transfers of any direct or indirect interest in the event of a Permitted Transfer to a Permitted TransfereeBorrower shall be permitted without Lender’s consent provided that: (i) no such Transfer shall (x) cause the transferee (other than Key Principal), together with its Affiliates, to increase its direct or indirect interest in Borrower, Mortgage Borrower or any other Mezzanine Borrower to an amount which equals or exceeds forty-nine percent (49%) or (y) result in a change in Control of Borrower, Mortgage Borrower or any other Mezzanine Borrower; (ii) Borrower shall continue to be entitled the sole member of First Mezzanine Borrower, First Mezzanine Borrower shall continue to make any further Transfers be the sole member of Subject Units Transferred Mortgage Borrower (or of New Mezzanine Loan Borrower if a New Mezzanine Loan was created), and New Mezzanine Loan Borrower (if a New Mezzanine Loan was created) shall continue to be the sole member of Mortgage Borrower; (iii) Borrower shall continue to be a Special Purpose Bankruptcy Remote Entity; (iv) if such Transfer would cause the transferee, together with its Affiliates, to increase its direct or indirect interest in Borrower or Senior Borrower to an amount which equals or exceeds ten percent (10%), (x) such transferee is a Qualified Transferee and (y) Borrower shall provide to Lender thirty (30) days prior written notice thereof; (v) after giving effect to such transferee except for a Transfer back Transfer, the Key Principal Ownership/Control conditions shall continue to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3be satisfied; and (iivi) the Property 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; (g) a Condemnation; and/or (h) a Transfer and Assumption. Notwithstanding anything to the contrary contained in this Section 7.2, if, as a result of any Permitted Transfer, Guarantor no longer Controls Borrower and Senior Borrower and owns any direct or indirect interest in Borrower and Senior Borrower (or if there were two or more Guarantors immediately prior to such Permitted Transfer, no Guarantor any longer Controls Borrower and Senior Borrower or any such Guarantor no longer has a direct or indirect interest in Borrower and Senior Borrower), it shall also be a condition hereunder that one or more Approved Replacement Guarantors shall execute and deliver a guaranty of recourse obligations (in substantially the same form as the guaranty of recourse obligations delivered to Lender by Guarantor on the date hereof) and an environmental indemnity agreement (in substantially the same form as the environmental indemnity agreement delivered to Lender by Guarantor 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 transferee guaranty of recourse obligations from and after the date of such Permitted Transfer and under such environmental indemnity agreement (whereupon the previous guarantor shall be bound by released from any further liability under the guaranty of recourse obligations and environmental indemnity agreement 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; provided, however, that the previous guarantors shall have the burden of proof with respect to any events or acts that such guarantors allege to have occurred after the date of any such release in accordance with the terms and conditions of this Agreement hereof and the Partnership Agreement and, if requested by replacement guarantors shall have the General Partner, burden of proof with respect to any events or acts that such transferee shall agree in writing replacement guarantors allege to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the 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 have been directly permitted under this Agreement had such change in such relationship occurred prior to the date such Transferguarantors became replacement guarantors hereunder); provided, further, in connection with a Permitted Transfer as set forth in clause (h) and (i) above, the previous guarantor shall not be released and shall remain liable with respect to clause (xi) of Section 10.1 hereof and the Guaranteed Obligations (as defined in the Guaranty) set forth in clause (iii) of the definition of such term).

Permitted Transfers. (a) The Partnership Parties Stockholders acknowledge and agree that any of the following Transfers (each a “Permitted Transfer”) transfers of all, but not less than all, Stockholder Shares shall be permitted without the prior written consent of the Subject Units owned by Principal Stockholders (and each of the Employee at persons to whom a transfer is made pursuant to any of clause (a), (b), (c) or (d) (other than, in the time case of such Transfer shall be deemed clause (d), a transfer pursuant to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: clause (i) or (ii) of the proviso thereto) of this Section 3.01 is herein called a Transfer made pursuant "Permitted Transferee"): (a) 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 Article IV or Vmake it a party hereto; (iib) a Transfer upon the death transfer made to a descendant of Jose▇▇ ▇▇▇▇▇▇▇▇, ▇▇., ▇▇ a spouse of such a descendant, or disability to a trust, all of the Employee beneficiaries and trustees of which, or to a corporation, partnership or limited liability company, all of the Employee’s Estate; or (iii) stockholders or partners or members of which, include only the Stockholder, a Transfer made in compliance with descendant of Jose▇▇ ▇▇▇▇▇▇▇▇, ▇▇., ▇▇ a spouse of such a descendant, or a trust for the federal securities laws to an Employee’s Trustsole benefit of one or more of the foregoing; 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 transferee agrees to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with bound by this Agreement as if named a Stockholders herein and executes a counterpart hereof (including a counterpart Schedule I) and such Employee’s Trust shall Transfer all 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 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 andStockholder; provided, provided furtherhowever, 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 Employee’s Trust fails 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 a Transfer within 45 days further documents as may be necessary, in the opinion of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf both of the PartnershipPrincipal Stockholders, mayto make it a party hereto, 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: unless (i) no 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 entering into of this Agreement by 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 Testament of Jose▇▇ ▇▇▇▇▇▇▇▇, ▇▇. upon the death of Viol▇ ▇▇▇▇▇▇▇▇, ▇▇rsuant to clause (A) of subparagraph III of such paragraph FIFTH; (f) a transfer 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 entitled to make any further Transfers converted into or exchanged for shares 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 Class A Stock in accordance with Section 3.33.03; and (iig) each such transferee shall be bound by the terms and 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 the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has a transfer made as a purpose gift to any person of not in excess of 2,000 shares (adjusted for any stock splits, dividends or combinations subsequent to the avoidance Effective Date made to all holders of the restrictions on Transfers Common Stock) of Class A Stock (after giving effect to Section 3.03) 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 have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer)any calendar year.

Permitted Transfers. 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) The Partnership Parties acknowledge and agree that any of such Person’s Permitted Transferees, upon written notice to PubCo, or (b) (i) in the following Transfers (each a “Permitted Transfer”) case of allan individual, but not less than all, by virtue of laws of descent and distribution upon death of the Subject Units owned individual; (ii) in the case of an individual, pursuant to a qualified domestic relations order; or (iii) pursuant to any liquidation, merger, stock exchange or other similar transaction which results in all of PubCo’s shareholders having the right to exchange their Ordinary Shares 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 (a) or (b) 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 such Transferee shall agree to be bound by such restrictions and obligations in writing and acknowledged by PubCo, and (y) the Employee 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 shall be deemed Transfer, to be become a party to this Investor Rights Agreement by executing and delivering a joinder in compliance with the Securities Act and form attached to this Investor Rights Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the 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 as Exhibit A, then whereupon such Transfer shall no longer Transferee will be in compliance treated as a Party (with the same rights and obligations as the Transferor) for all purposes of this Agreement and such Employee’s Trust shall Transfer all Investor Rights Agreement. Notwithstanding the foregoing provisions 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 and4.2, provided further, that if the Employee’s Trust fails to a Holder may not 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 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 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 the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units 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 or the Partnership Investor Rights Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit provision includes prohibiting the Transfer of Subject Units to a transferee 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 transferor Holder and the transferee Permitted Transferee (or a change of control of such Holder or Permitted Transferee) after the Transfer with the result and effect that the transferor Holder has indirectly made a Transfer that of Lock-Up Shares by using a Permitted Transferee, which Transfer would not have been directly permitted under this Agreement Article IV had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that any of Notwithstanding anything to the contrary contained in Section 9.1, the following Transfers (each a herein, “Permitted TransferTransfers”) shall be permitted hereunder: (a) A Lease entered into in accordance with this Agreement; (b) A Permitted Encumbrance; (c) Provided no Event of allDefault shall then exist, but not less a Transfer of any direct or indirect interest in Borrower (other than alla Transfer of an SPE Party’s interest in Borrower, if applicable) related to or in connection with the estate planning of such transferor to (1) an immediate family member (i.e., a sibling, parent, spouse, child (or step-child), grandchild or other lineal descendant of the Subject Units owned by the Employee at the time related Person) of such Transfer shall be deemed interest holder (or to be in compliance with partnerships or limited liability companies Controlled solely by one or more of such family members) or (2) a trust established for the Securities Act and this Agreement and no opinion benefit of counsel shall be required in connection therewithsuch immediate family member, provided that: (i) a Transfer made pursuant Borrower shall provide to Article IV or VLender thirty (30) days prior written notice thereof; (ii) such Transfer shall not otherwise result in a Transfer upon the death change of Control of Borrower or disability change of the Employee to day-to-day management and operations of the Employee’s Estate; orProperty; (iii) each of Borrower and any SPE Party, if applicable, shall continue to be a Special Purpose Entity; (iv) if such Transfer made would cause the transferee, together with its Affiliates, to increase its direct or indirect interest in compliance with the federal securities laws Borrower to an Employee’s Trust; providedamount which equals or exceeds twenty percent (20%) (or, however, that it to the extent such Person is expressly understood and agreed that if such Employee’s Trust at any time includes any Person domiciled in a country other than the Employee or his RelativesUnited States, ten percent (10%)), such that it fails to meet transferee shall be a Qualified Transferee; (v) intentionally omitted; and (vi) the definition conditions of “Employee’s Trust” set forth in Exhibit A, then such Transfer Section 9.4 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 satisfied; (d) A 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 direct or indirect interest in Borrower (other than the Employee Transfer by an SPE Party of its interest in Borrower, if applicable) that occurs by devise or his Relatives, then bequest or by operation of law upon 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 death of a Permitted Transfer to a Permitted Transfereenatural person that was the holder of such interest, provided that: (i) no Borrower shall give Lender notice of such transferee shall be entitled to make any further Transfers Transfer together with copies of Subject Units Transferred to all instruments effecting such transferee except for a Transfer back to not more than thirty (30) days after the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; anddate of such Transfer; (ii) each of Borrower and any SPE Party, if applicable, shall continue to be a Special Purpose Entity; (iii) the Property shall continue to be managed by a Qualified Manager; (iv) if such Transfer would cause the transferee, together with its Affiliates, to increase its direct or indirect interest in Borrower to an amount which equals or exceeds twenty percent (20%) (or, to the extent such Person is domiciled in a country other than the United States, ten percent (10%)), such transferee shall be bound by the terms and 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 the terms and conditions of this Agreement and the Partnership Agreement.a Qualified Transferee; (cv) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has results in a change of Control of Borrower to a Person other than (A) Guarantor or Sponsor (directly or indirectly), or (B) the estate of any Guarantor (during the pendency of the settlement by the estate of such Guarantor and if such Transfer occurs as a purpose the avoidance result of the restrictions on Transfers death of Guarantor), then such Transfer must be approved by Lender, in this Agreement or accordance with the Partnership Agreement Prudent Lender Standard; (it being understood vi) intentionally omitted; and (vii) the conditions of Section 9.4 shall have been satisfied; (e) Provided that the purpose no Event of this Section 3.3(c) is to prohibit the Default shall then exist, a Transfer of Subject Units a direct or indirect limited partnership or non-managing member interests in Borrower (other than a Transfer of an SPE Party’s interest in Borrower, if applicable) shall be permitted without L▇▇▇▇▇’s consent provided that: (i) such Transfer shall not (x) cause the transferee (other than Guarantor or Sponsor), together with its Affiliates, to a transferee followed by increase its direct or indirect interest in Borrower to an amount which equals or exceeds forty-nine percent (49%), (y) result in a change in the relationship between the transferor Control of Borrower or any SPE Party; or (z) result in ACRES, together with other ACRES Affiliates and the REIT, owning in the aggregate less than a fifty-one percent (51%) indirect interest in Borrower; (ii) each of Borrower and any SPE Party, if applicable shall continue to be a Special Purpose Entity; (iii) if such Transfer would cause the transferee, together with its Affiliates, to increase its direct or indirect interest in Borrower to an amount which equals or exceeds twenty percent (20%) (or, to the extent such Person is domiciled in a country other than the United States, ten percent (10%)), (x) such transferee is a Qualified Transferee and (y) Borrower shall provide to Lender thirty (30) days prior written notice thereof; (iv) after the Transfer with the result and giving effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer, Guarantor or Sponsor shall continue to control the day to day operations of Borrower and any SPE Party, if applicable, and shall continue to own at least fifty one percent (51%) of all equity interests (direct or indirect) of Borrower; (v) the Property shall continue to be managed by a Qualified Manager or by a property manager reasonably acceptable to L▇▇▇▇▇; and (vi) the conditions of Section 9.4 shall have been satisfied; (f) a Transfer of direct membership interests in C▇▇▇▇▇▇ Street – ACRES FSU Student Venture, LLC (the “Joint Venture”) among the existing members of the Joint Venture as of the Closing Date, provided that (i) Lender shall receive prior written notice of such Transfer, (ii) such Transfer does not result in ACRES, together with other ACRES Affiliates and the REIT, owning in the aggregate less than a fifty-one percent (51%) indirect interest in Borrower and (iii) such Transfer shall not result in a change in Control of Borrower; (g) the removal of CSDC FSU, LLC, a Delaware limited liability company, as managing member of the Joint Venture in accordance with Section 5.2 of the Joint Venture’s operating agreement, provided that (i) the ACRES Change of Control Conditions have been satisfied in connection therewith; and (ii) the conditions of Section 9.4 have otherwise been satisfied in connection therewith; (h) the sale, transfer or issuance of shares of stock in any Restricted Party that is a publicly traded entity, provided such shares of stock are listed on the New York Stock Exchange or another nationally recognized stock exchange; (i) Transfers among ACRES, other ACRES Affiliates and the REIT, so long as (i) such Transfer does not result in ACRES, together with other ACRES Affiliates and the REIT, owning in the aggregate less than a fifty-one percent (51%) indirect interest in Borrower and (ii) the conditions of Section 9.4 have been satisfied in connection therewith; and (j) any Sale or Pledge of an Excluded Entity, provided that (i) (A) other than in connection with any transfers pursuant to Section 9.3(h) above, to the extent such Sale or Pledge results in any Person owning twenty percent (20%) (or, to the extent such Person is domiciled in a country other than the United States, ten percent (10%)) or more of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or, to the extent such Person is domiciled in a country other than the United States, ten percent (10%)) of the direct or indirect ownership interests in Borrower as of the Closing Date), Borrower shall deliver customary searches reasonably requested by L▇▇▇▇▇ in writing (including, but not limited to, credit, judgment, lien, litigation, bankruptcy, criminal and watch list) reasonably acceptable to Lender with respect to such Person) and (B) in connection with any transfers pursuant to Section 9.3(h) above that results in any Person owning twenty percent (20%) (or, to the extent such Person is domiciled in a country other than the United States, ten percent (10%)) or more of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or, to the extent such Person is domiciled in a country other than the United States, ten percent (10%)) of the direct or indirect ownership interests in Borrower as of the Closing Date), Borrower shall deliver (1) written notice of same to Lender within ten (10) days of such Sale or Pledge and (2) an updated organizational chart of Borrower reflecting such ownership change and (ii) such Sale or Pledge does not result in the Guarantor no longer satisfying the Net Worth and Unencumbered Liquid Assets (as defined in the Recourse Guaranty) requirements of Section 3.6 of the Recourse Guaranty.

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that No transfer may be effected unless it is the subject of a bona fide written offer to purchase for cash a part or all of a Member's 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 following Transfers portion of such Member's Interest proposed to be transferred (each a “Permitted Transfer”the "Available Member's Interest") and the terms of allthe 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 irrevocable option, but not less than allthe obligation (the "Company Option"), to 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 and all of the Subject Units owned Non-selling Members within thirty (30) days following the date of the Notice of Offer (the "Company Option Period"). Failure by the Employee at Company to give a Company Notice within the time of such Transfer Company Option Period shall be deemed to be 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 compliance with the Securities Act and this Agreement and no opinion Notice of counsel Offer on a date specified by the Company, which date shall be required in connection therewith:within sixty (60) days following the date of the Notice of Offer. (ic) If the Company does not exercise the Company Option to redeem the Available Member's Interest, each of the Non-selling Members shall have 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 and the Company, within thirty (30) days following the expiration of the Company Option Period (the "Member Option Period"), that such Non-selling Member elects to exercise the Purchase Option. If the aggregate amount of 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 at 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 made of its Interest pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws to an Employee’s TrustOffer; 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 conditions specified 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 Partnership10.3 hereof are satisfied. (be) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back Notwithstanding anything to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to contrary contained in this Section 3.3; and (ii) 10, each such transferee shall be bound by the terms of PHL and conditions PXRE may, solely upon compliance with Section 10.3 hereof, transfer any of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing its Interest to be bound by the terms and conditions of this Agreement and the Partnership Agreementany Affiliate. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the 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 have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. (a) The Partnership Parties acknowledge Notwithstanding anything to the contrary herein, subject to the terms and agree that any conditions of the Refinancing, the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with “Permitted Transfers” and shall not require the Securities Act and this Agreement and no opinion consent of counsel shall be required in connection therewith:the other Member. (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 Transfer made 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 Article IV or V;and in accordance with the 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 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 Transfer upon the death or disability portion of the Employee to the Employee’s Estate; orGCI 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 the right of first offer in favor of GCI, 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 Transfer made portion of the CHT Interest, such rights will be exercised by CHT on behalf of such purchaser as if CHT retained 100% of its Interest. (iv) CHT and its successors and assigns may, subject to the right of first offer in compliance with favor of GCI on the federal securities laws terms set forth in Section 12.2 hereof, assign or sell all or a portion of its Interest to an Employeea REIT sponsored by CNL Financial Group, Inc., a Florida corporation, or its Affiliates. (b) Indirect Transfers of a Member’s Trust; Interest shall be subject to the restrictions set forth in Section 9.1, provided, however, that it is expressly understood and agreed that if such Employee’s Trust at notwithstanding anything else contained in this agreement, any time includes any Person other than Member may sell its Interest without receiving 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 prior written consent of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnershipother Member in connection with a Liquidity Event. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee 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 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 the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the 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 have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that Any Member may transfer all or any portion of such Member's Interest to any of the following Transfers (each a “Permitted Transfer”collectively, "PERMITTED TRANSFEREES") of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance without complying with the Securities Act and this Agreement and no opinion provisions of counsel shall be required in connection therewithSection 6.01: (ia) a Transfer made pursuant to Article IV or VAny Affiliate of such Member; (iib) a Transfer upon the death or disability Any other Member of the Employee Company, subject to any applicable rights of first offer and/or refusal in accordance with the Employee’s Estateprovisions of Section 6.03; (c) At any time on or after the Opening, any person or entity other than a Prohibited Transferee, subject to any applicable rights of first offer and/or refusal in accordance with the provisions of Section 6.03; (d) To an institutional lender as a pledge or security for any loan; and the Members agree to execute any separate consent to assignment reasonably required by such institutional lender; or (iiie) a Transfer made Any transferee approved in compliance with the federal securities laws to an Employee’s Trust; providedsole discretion of the other Member, however, provided that it is expressly understood and agreed 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 6.01 above), without complying with the provisions of Section 6.01, provided 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 Transfereefollowing conditions are satisfied: (i1) no The transfer of interests in such Member is made solely for the purposes of raising capital to be contributed by the Member to the Company pursuant to a Contribution Notice, and such transfer is made within the three hundred sixty (360) day period beginning one hundred eighty (180) days before a Contribution Notice and ending one hundred eighty (180) days after a Contribution Notice; (2) The owners of the Member transfer an interest in such Member continue to control the management interests of such Member following the transfers, with the result that the Board representatives appointed by such Member transferring indirect interests shall remain unchanged following such transfers; (3) The transfer is not to a Prohibited Transferee; (4) The Non-Transferring Member reasonably approves of such transfer, unless such transferee 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 3.3is an Institutional Investor; and (ii5) each The Transferring Member gives the Non-Transferring Member advance notice of such transferee intended transfer, and for a period of thirty (30) days the Non-Transferring Member shall be bound by the terms and conditions have an exclusive right of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the 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 first negotiation with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior respect to such Transfer)transfer. After the end of said thirty (30) day period, the Non-Transferring Member's right of first negotiation shall expire.

Permitted Transfers. (a) The Partnership Parties acknowledge Notwithstanding anything to the contrary herein, the provisions of Sections 2 and agree that 3 hereof shall not apply to any of the following Transfers transfers (each each, a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: ): (i) in the case of a Transfer made pursuant Current Holder or Investor that is an entity, to Article IV a transfer by such Current Holder or V; Investor to an Associated Entity of such Current Holder or Investor; (ii) to a Transfer upon repurchase of Capital Stock from a Current Holder or Investor by the death Company at a price no greater than that originally paid by such Current Holder or disability Investor for such Capital Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Employee to members of the Employee’s EstateBoard of Directors, including at least one director designated by an Investor other than the Selling Holder (if the Selling Holder is an Investor); or (iii) to a Transfer made repurchase of Capital Stock from a Holder pursuant to Section 5(b); (iv) in compliance 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, either on death by will or intestacy to his or her Immediate Family Members or during his or her lifetime to any custodian or trustee for the account of a Current Holder (provided that such transferor must provide the Company with advance written notice of such transfer); (v) in the federal securities laws case of a Current Holder or Investor who is a natural Person, to an Employeea transfer of Capital Stock by such Current Holder or Investor during his or her lifetime to such Current Holder’s TrustImmediate 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, that it is expressly understood and agreed that if notwithstanding any 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 Permitted 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: clauses (i), (iv), (v) no or (vi), (A) such transferred Capital Stock shall remain Capital Stock for all purposes hereunder, and such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for treated as a Transfer back 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 Employee or securities so transferred to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (iitransferee) each such transferee shall be bound by the terms and conditions for all purposes of this Agreement (including the obligations with respect to Proposed Transfers of such Capital Stock pursuant to Sections 2 and 3); and (y) the Partnership Agreement and, if requested by the General Partner, transferee of such transferee shall Capital Stock must first agree in writing in advance to be bound by the terms and conditions comply with all applicable provisions of this Agreement and to the Partnership Agreementsame extent as the transferring Holder. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the 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 have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. A TPI Holder may at any time, without the consent of any other Stockholder, Transfer any or all of its Shares or interests in Shares to any Affiliate or third Person or Persons or pursuant to a Public Sale, subject to the remaining provisions of this SECTION 6.2; provided, however, that, except in the case of a Public Sale, TPI shall not Transfer any Shares to any other Person then engaged, directly or indirectly, in a business within the Business Scope with annual revenues from such business in excess of $100 million without PCA's prior written consent. The foregoing consent right shall not be assignable by PCA or inure to the benefit of any transferee, successor or assign of PCA, except for an Affiliate of PCA who is (aor becomes) The Partnership Parties acknowledge a Stockholder. Notwithstanding the foregoing and agree that except in the case of a Public Sale or sale to directors, officers or employees of Newco pursuant to the Management Buy-In, any Transfer of the following Transfers (each Shares by a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer TPI Holder shall be deemed null and void and Newco shall refuse to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith:recognize such Transfer (i) a Transfer made pursuant acknowledging that all Shares or interests in any Shares so transferred are and shall remain subject to Article IV or V; this Agreement; and (ii) agreeing to be bound hereby. Upon execution of a TPI Joinder Agreement, except as otherwise expressly provided herein and except for any right hereunder to consent to any action or proposed action (including, without limitation, any proposed Transfer upon of Shares), the death or disability rights of the Employee transferring TPI Holder hereunder with respect to the Employee’s Estate; or Shares transferred shall be assigned to such transferree. Any TPI Holder shall notify the other parties of any intended Transfer of Shares or interests in Shares pursuant to this SECTION 6.2 (iii) a Transfer made in compliance with the federal securities laws other than pursuant to an Employee’s TrustExempt Sale), giving the name and address of the intended transferee; 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 no otherwise valid Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust rendered invalid solely as a result of a failure to give notice hereunder. Transferees of a TPI Holder shall Transfer assume 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 obligations of the Partnershiptransferring TPI Holder hereunder, maybut, at its optionexcept with respect to an Affiliate of TPI, 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 shall not be entitled to make any further Transfers rights 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 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 the terms and conditions of this Agreement and the Partnership AgreementTPI Holder. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the 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 have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. (a) The Partnership Parties acknowledge Each Limited Partner that is not a natural person agrees and agree will ensure that in no event will any indirect ownership interest in such Limited Partner be Transferred without the prior written consent of the following Transfers (each General Partner. Subject to Section 6.6, a “Permitted Transfer”) Limited Partner’s Partnership Interests, and in the case of alla Limited Partner which is not a natural person, but not less than alldirect ownership interests in such Limited Partner, of the Subject Units owned by the Employee at the time of such Transfer shall may be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewithTransferred solely as follows: (i) a Transfer made pursuant to Article IV or VWith the prior written consent of the General Partner; (ii) a Transfer upon In accordance with the death provisions of Sections 5.2, 5.3 or disability of the Employee to the Employee’s Estate; or5.4 hereof; (iii) a Transfer made in compliance with By will or the federal securities laws to an Employee’s Trust; provided, however, that it is expressly understood of descent and agreed that if such Employee’s Trust at any time includes any Person other than distribution upon: (A) 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 death of such Subject Units back Limited Partner (in the case of a Limited Partner who is a natural person), with respect to Partnership Interests held by such Limited Partner; or (B) the death of a direct holder of ownership interests in such Limited Partner (in the case of a Limited Partner which is not a natural person), with respect 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 direct ownership interests in 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 Limited Partner held by such Subject Units deceased holder; but subject in all cases to the Partnership. provisions of Sections 5.2 hereof, which shall continue to be binding upon the Partnership Interests of such Limited Partner (band the holders of ownership interests therein) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no notwithstanding such transferee 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 3.3death; and (iiiv) each For estate planning purposes: (A) an Employee Equityholder may Transfer his or her Partnership Interests; or (B) direct ownership interests in a Limited Partner which is not a natural person may be Transferred by its related Employee Equityholder; in either such case solely to members of such Employee Equityholder’s Immediate Family (or trusts for their benefit and of which the exclusive trustee is such Employee Equityholder, provided that any such trust does not require or permit distribution of such interests other than to such Employee Equityholder, or its related original Limited Partner that is a party hereto), provided that such Transfers may be subject to additional restrictions as mutually agreed by the Management Committee and the General Partner in consultation with tax counsel; provided, that in the case of a Transfer pursuant to clause (iii) or (iv) above, as a condition precedent to the effectiveness of such Transfer, the transferee first shall be bound by the terms and conditions of this Agreement and required to enter into an agreement with the Partnership Agreement and, if requested by in form and substance reasonably satisfactory to the General Partner, such transferee shall agree in writing Partner agreeing to be bound by the terms and conditions provisions of this Agreement (and if such transferee is not already a party to a Partner Non-Solicitation Agreement and becomes (or any related person thereof, in the Partnership Agreement. event such transferee is not a natural person, becomes) an employee of the Partnership, the transferee (cand each such related person) Notwithstanding Section 3.3(ashall also be required to enter into a Partner Non-Solicitation Agreement as a condition precedent to the effectiveness of such Transfer); and whether or not the transferee has in fact entered into such agreement(s), no Person may Transfer Subject Units if such Transfer has Partnership Interests and/or ownership interests in such Limited Partner (as a purpose the avoidance of the restrictions on Transfers in applicable) shall thereafter remain subject to 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 (and any related person thereof, in the Transfer with event such transferee is not a natural person) shall become subject to the result and effect that transferring Employee Equityholder’s Partner Non-Solicitation Agreement if such transferee (or a related person thereof) becomes an employee of the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such TransferPartnership).

Permitted Transfers. (a) The Partnership Parties acknowledge Transfer restrictions of Section 9.1(a) shall not apply to any Transfer of Interests (i) by a Member to such Member’s Permitted Transferees (subject to Section 9.2(b) and agree provided that any Management Incentive Units will not be transferrable without the written consent of the following Transfers Board of Managers and then only for estate planning purposes), (each ii) in kind by an Institutional Investor through a “Permitted Transfer”) of alldistribution to its partners or investors or to any partnership, but not less than all, corporation or other entity all of the Subject equity securities of which are beneficially owned directly or indirectly by such Persons, (iii) by an Institutional Investor to an Affiliate thereof, (iv) pursuant to a Drag-Along Notice, (v) consisting of Common Units owned pursuant to a Tag-Along Notice, (vi) pursuant to any Final Exit Event, (vii) pursuant to any Internal Restructure as described in Section 9.8, (viii) pursuant to exercise of the Exaro II Jonah Option, (ix) approved by a majority of the Employee at votes held by disinterested Managers, (x) consisting of Common Units occurring on or following the time third anniversary of the Effective Date or (xi) by Exaro II Jonah to ▇▇▇▇▇, the ▇▇▇▇▇ Family Trust or ▇▇▇▇▇▇. (b) A Permitted Transferee of any Interests that have been Transferred to such Transfer shall be deemed to be Permitted Transferee in compliance with the Securities Act provisions of this Article 9 shall not be entitled to make any further Transfers in reliance upon this Section 9.2, except for a Transfer of such Transferred Interests back to such original holder or to another Permitted Transferee of such original holder or to a Person to whom such Transfer is permitted by such original holder under this Section 9.2. A Permitted Transferee must assume all of the obligations of the original holder of the Interests under and agree to comply with the provisions of this Agreement and no opinion of counsel must acknowledge that the Interests Transferred to such Permitted Transferee shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee subject to the Employee’s Estate; or (iii) restrictions, obligations and remedies under this Agreement with respect to Interests held by the original holder of such Interests as if they were still held by such holder. If 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 Permitted Transferee of Interests at any time includes any Person other than the Employee or his Relatives, ceases to be a Permitted Transferee of such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit Aoriginal holder, then such former Permitted Transferee shall promptly Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units Transferred Interests back to the Employee such original holder or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 andPermitted Transferee of such original holder, provided further, that and if the Employee’s Trust former Permitted Transferee fails to make such a Transfer within 45 15 days of first including any Person other than the Employee or his Relativessuch former Permitted Transferee ceasing to be a Permitted Transferee of such original holder, then the General Partner, on behalf of the Partnership, Company may, at its option, cause the Employee’s Trust to forfeit forfeiture of such Subject Units Interests to the PartnershipCompany for no consideration. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee 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 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 the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the 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 have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. The restrictions contained in this Section 4 shall not apply with respect to any Transfer of Shareholder Shares (aor Preferred Shares, to the extent this Section 4 applies to Preferred Shares) The Partnership Parties acknowledge and agree that by any of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: Shareholder (i) a Transfer made in the case of an individual Shareholder, pursuant to Article IV applicable laws of descent and distribution or V; among such Shareholder's Family Group, (ii) a Transfer upon in the death or disability case of holders of the Employee BRS Shares and its Permitted Transferees, (A) among their Affiliates, partners and employees (provided that in the case of a distribution to BRS' partners, such distribution shall be made PRO RATA to all such partners in accordance with the Employee’s Estate; or terms of its agreement of limited partnership), (B) to any employee, prospective employee, director or prospective director of the Company or any Subsidiary of the Company as incentive compensation, (C) to any former or prospective employee, director or prospective director of BRS or any Affiliate of BRS or (D) to any BRS Investor or BRS, (iii) a Transfer made in compliance with the federal securities laws to an Employee’s Trust; providedcase of Canterbury, howeverany Farallon Investor and their respective Permitted Transferees, that it is expressly understood (A) among their respective Affiliates, members 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, partners (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 case of a Permitted Transfer distribution to a Permitted Transferee: (i) no Farallon's or Canterbury's members or partners, such transferee distribution shall be entitled made PRO RATA to make all such partners in accordance with the terms of their respective agreements of limited partnership) and (B) to any further Transfers employee, director or prospective director of Subject Units Transferred the Company or any Subsidiary of the Company as incentive compensation, (iv) in the case of Canterbury, to any assignee or participant in the subordinated loan provided to the Company by Canterbury pursuant to the Subordinated Loan Agreement, dated as of the date hereof, by and among the Company, Canterbury and the other lenders named therein (as amended, restated, modified from time to time, the "SUBORDINATED LOAN AGREEMENT") only if Canterbury is required to do so pursuant to its agreement of limited partnership or in connection with any dissolution of Canterbury pursuant to its agreement of limited partnership agreement, or (v) in the case of any Farallon Investor, to another Farallon Investor; PROVIDED, that the rights and restrictions contained in this Section 4 shall continue to be applicable to such transferee except for a Shareholder Shares or Preferred Shares, as the case may be, after any such Transfer back to as if such Shareholder Shares or Preferred Shares, as 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 case may be, were held by the terms transferor; and conditions PROVIDED FURTHER, that the transferees of this Agreement and such Shareholder Shares or Preferred Shares, as the Partnership Agreement andcase may be, if requested by the General Partner, such transferee shall agree have agreed in writing to be bound by the terms and conditions provisions of this Agreement and which affect the Partnership Agreement. (c) Notwithstanding Section 3.3(a)Shareholder Shares or Preferred Shares, no Person as the case may Transfer Subject Units if such Transfer has be, so transferred by executing a joinder in substantially the form attached hereto as a purpose the 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 have been directly EXHIBIT A. All transferees permitted under this Agreement had such change in such relationship occurred prior Section 4(c) are collectively referred to such Transfer)herein as "PERMITTED TRANSFEREES."

Permitted Transfers. 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) The Partnership Parties acknowledge and agree that held either during his lifetime or on 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 (c) to any corporation, limited partnership or limited liability company of which the following Transfers controlling stockholder(s), general partner(s) or member(s) are either M▇ ▇▇▇▇▇▇ or members of M▇ ▇▇▇▇▇▇’▇ immediate family or (d) any trust exclusively for the account of M▇ ▇▇▇▇▇▇ or M▇ ▇▇▇▇▇▇’▇ immediate family (each a “Permitted Transfer”) , with each recipient of allRestricted Shares in a Permitted Transfer being a “Permitted Transferee”). “Immediate family” as used herein means a spouse, but not less than alllineal descendant, father, mother, brother, or sister of M▇ ▇▇▇▇▇▇. In the Subject Units owned by case of each Permitted Transfer, the Employee at Permitted Transferee will receive and hold such Restricted Shares subject to the time provisions of such Transfer shall be deemed to be this Article IV and any other restrictions and obligations set forth in compliance with the Securities Act and this Agreement and no opinion of counsel 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 be required determine in connection therewith: (i) good faith are necessary as a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability result of the Employee change in holder of the Restricted Shares from M▇ ▇▇▇▇▇▇ to the Employee’s Estate; or (iii) a Transfer made in compliance with Permitted Transferee, and, as conditions precedent to the federal securities laws to an Employee’s Trust; provided, however, that it is expressly understood and agreed that if effectiveness of such Employee’s Trust at any time includes any Person other than the Employee or his RelativesPermitted Transfer, such that it fails Permitted Transferee will acknowledge the same in writing by executing a counterpart, joinder or other instrument of adherence 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 to any other applicable agreement with respect to the Restricted Shares then in effect, each in a form reasonably acceptable to the Board, and there will be no further Transfer all of such Subject Units back to Restricted Shares except in accordance with this Article IV and 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 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 conditions provisions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership Agreementany other applicable agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the 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 have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. The restrictions contained in this Section 3 shall not apply with respect to any Transfer of Covered Securities, other than Class B Stock, by any Securityholder (ai) The Partnership Parties acknowledge in the case of a Securityholder who is an individual, pursuant to applicable laws of descent and agree that distribution or among such individual’s Family Group, (ii) in the case of a Securityholder which is an entity, among such entity’s Affiliates or a Transfer by such Securityholder as a pledge to a trustee for the benefit of secured noteholders pursuant to documents related to the financing of such Securityholder, (iii) as a pledge of Securityholder Units owned by any of the following Transfers Executives to the Company or its Subsidiaries in connection with any loan(s) to purchase such units and (each a “Permitted Transfer”iv) of all, but not less than all, to the Company pursuant to the Redemption Agreement; provided that the restrictions contained in this Section 3 shall continue to be applicable to the Covered Securities after any of the Subject Units owned by foregoing Transfers, and provided further that the Employee at the time transferees of such Transfer Covered Securities shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the 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 have 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 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 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 the terms and conditions provisions of this Agreement and which affect the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the Covered Securities so transferred. The restrictions on Transfers contained in this Agreement or the Partnership Agreement Section 3 shall not apply with respect to (it being understood that the purpose of this Section 3.3(ci) is to prohibit the any Transfer of Subject Units Class B Stock by any Securityholder to any Class B Affiliate or (ii) any Transfer of Class B Stock that constitutes a transferee followed by a change bona fide pledge of such Class B Stock as collateral security for indebtedness due to the pledgee, provided, however, that such shares shall not be transferred to, registered in the relationship between name of or voted by the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly pledgee. All transferees permitted under this Agreement had such change in such relationship occurred prior Section 3(c) are collectively referred to such Transfer)herein as “Permitted Transferees.” Each Permitted Transferee shall be deemed a Securityholder for purposes of this Agreement.

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that restrictions contained in this Section 2 ------------------- shall not apply with respect to any Transfer of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned Stockholder Shares by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewithany Stockholder: (i) in the case of a Transfer made Stockholder who is an individual, pursuant to Article IV applicable laws of descent and distribution, or V;among such individual's Family Group, (ii) in the case of a Transfer upon Stockholder which is an entity, among such entity's Affiliates, (iii) pursuant to any pledge agreement with Team Health's senior lenders, (iv) in the death case of Holdings, up to ten percent of each class of Stockholder Shares held by Holdings on the date hereof, to employees of, consultants to and advisors to (or disability any entity formed for their benefit) Holdings, the Company or any of the Employee to the Employee’s Estateits Affiliates; or (iiiv) in the case of PPSI, if a Sale of Holdings occurs and PPSI does not have the opportunity to participate in such sale to the same extent as if such event were taking place with respect to the Company, then during the 180 day period immediately following such Sale of Holdings, PPSI may Transfer its Stockholder Shares to any third party; provided that the restrictions contained in this Section 2 shall continue to -------- be applicable to the Stock holder Shares after any of the foregoing Transfers; and provided further that prior to or in connection with such Transfer, the ---------------- transferee of such Stockholder Shares shall have executed a Transfer made Notice 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 form attached hereto as 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 A 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 which such transferee shall be entitled agrees --------- 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 conditions provisions of this Agreement and the Partnership Registration Agreement andaffecting the Stockholder Shares so Transferred. Notwithstanding the foregoing, if requested no Party shall avoid the provisions of this Agreement by making one or more Transfers to one or more Permitted Transferees and then disposing of all or any portion of such Party's interest in any such Permitted Transferee, or, in the General Partnercase of an entity Stockholder, by permitting a Transfer of any ownership interests in such transferee entity Stockholder. In addition, the restrictions contained in this Section 2 shall agree not apply with respect to PPSI's pledge of, or grant of a security interest in, the Stockholder Shares held by PPSI (it being understood that prior to any foreclosure or other repossession of any such pledged Stockholder Shares, the foreclosing or repossessing party shall have agreed in writing to be bound by the terms and conditions provisions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(aaffecting such pledged Stockholder Shares), no Person may Transfer Subject Units if such Transfer has as a purpose the 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 have been directly . All transferees permitted under this Agreement had such change in such relationship occurred prior Section 2(d) are collectively referred to such Transfer)herein as "Permitted Transferees." Each Permitted Transferee shall be deemed a --------------------- Stockholder for purposes of this Agreement.

Permitted Transfers. Notwithstanding Section 3.1, (a) The Partnership Parties acknowledge Investor may Sell directly or indirectly Shares in accordance with Section 3.3 and Section 3.4, provided that, as a precondition to such Sale, the Person to whom such Sale is made shall agree that any to become a Party to this Agreement on terms reasonably satisfactory to Philips, unless in connection with such Sale Philips ceases to hold a percentage of the outstanding Shares that equals or exceeds the Philips Minimum Percentage, (b) notwithstanding sub-section (a), Section 3.3 and Section 3.4, Investor may in one or more transactions in the period up to the date that falls three (3) months after the Closing Sell Shares together with proportionally related capital contributions to Newco, provided that (i) following Transfers such Sale, Investor, together with one or more Investor Affiliates, shall continue to own or control (each as such term is used in the definition of Affiliate) a “Permitted Transfer”number of Shares equal to at least 50% of the Shares held by Investor as of the Closing, (ii)any such Sale or any agreement to Sell such Shares at or before the Closing shall be disregarded in determining the extent of Investor’s liability for obligations under or breaches of this Agreement or the Investor Equity Commitment Letters prior to the Closing, (iii) as a precondition to such Sale, the Person to whom such Sale is made shall agree to become a Party to this Agreement on the same terms as Investor and (iv) to the extent that, prior to any such Sales, Investor provides to Philips written notice of the identities of the proposed purchasers and the number of Shares to be purchased, (c) Philips may Sell Shares to any Person other than to a direct competitor of NXP provided that (i) Philips shall (A) first give written notice to Investor of its intention to Sell such Shares, (B) Investor shall have the right, by written notice to Philips within fifteen (15) days after receipt of such notice, to offer to purchase all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the 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 Relativesportion of, such that it fails to meet Shares (the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement Offer”) 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. (bC) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee 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 that Philips accepts the terms and conditions stipulated in the Offer, it shall Sell such Shares to Investor within fifteen (15) days of Philips’s receipt of the notice given pursuant to (B) and (ii) in the event that Philips does not accept the terms and conditions stipulated in the Offer, it may within ninety (90) days following the expiration of the period set forth under (i)(B) proceed with such Sale to such Person, provided that (A) the price per Share shall be no less than that stipulated in the Offer and the other terms and conditions of such Sale shall be no less favorable to Philips than those stipulated in the Offer and (B) as a precondition to such Sale, such Person shall agree to become, and NXP, Newco, Investor and the Management Trust hereby agree to such Person becoming, a Party to this Agreement on the same terms as Philips, except that, in lieu of the rights provided by Article II, for so long as such Person holds a percentage of the outstanding Shares that equals or exceeds the Philips Transferee Minimum Percentage (l) such Person shall have the right at any shareholders meeting of Newco or NXP convened for the purpose of electing directors to the management board of Newco or the supervisory board of NXP, respectively, to nominate for election from among its current and former employees one director, (2) if necessary, the Partnership Agreement andsize of the management board of Newco and of the supervisory board of NXP shall be increased to accommodate such director and (3) each Shareholder hereby agrees to vote its Shares and to take all other necessary and appropriate actions in its capacity as a Shareholder to cause the results described under (1) and (2) to occur and not to take any action that is inconsistent with these results; (d) In addition, if requested by any Shareholder that is not a natural Person may transfer Shares to a wholly-owned Subsidiary and Investor may transfer Shares to an Investor Affiliate, provided that such wholly-owned Subsidiary or Investor Affiliate, as the General Partnercase may be, such transferee shall agree agrees in writing to be bound by this Agreement; and (e) notwithstanding anything to the terms contrary in this Section 3.2, Section 3.3 and conditions Section 3.4, (i) Investor may Sell depositary receipts (or similar equity instruments) for Shares issued or sold to the Management Trust to the directors, officers and employees of NXP and its Subsidiaries, and (ii) if Investor approves, the Management Trust may directly or indirectly Sell Shares to any other vehicle Management Trust, provided that, as a precondition to such Sale, such vehicle shall agree to become a Party to this Agreement and Philips shall receive a copy of Schedule I executed by such vehicle and acknowledged and agreed to by each other Shareholder and upon such receipt, the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance vehicle shall become part of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose Management Trust for purposes 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 have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).Agreement,

Permitted Transfers. Notwithstanding anything to the contrary contained in this A&R 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 or (ii) (a) The Partnership Parties acknowledge in the case of an individual, by virtue of Laws of descent and agree that any distribution upon death of the following individual; (b) in the case of an individual, pursuant to a qualified domestic relations order; or (c) pursuant to any liquidation, merger, stock exchange or other similar transaction which results in all of 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)(a) or clause (ii)(b) 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 no rights under this A&R Investor Rights Agreement, unless, for the avoidance of doubt, such Transferee is a Permitted Transferee in accordance with this A&R Investor Rights Agreement. Any Transferee of Lock-Up Shares that is a Permitted Transferee of the Transferor shall be required, at the time of and as a condition to such Transfer, to become a party to this A&R Investor Rights Agreement by executing and delivering a joinder in the form attached to this A&R 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 A&R Investor Rights Agreement; provided that the (A) restrictions on Transfers under this Article IV shall not apply to Permitted Transferees who receive Registrable Securities in connection with Transfers by private sales or Transfers made in connection with the consummation of the Business Combination, in each case by the Sponsor, at prices no greater than the price at which the securities were originally purchased, and (each a “B) the Permitted Transfer”Transferees identified in clause (A) of all, but not less than all, this proviso may elect to join this A&R Investor Rights Agreement (after giving effect to clause (A) of the Subject Units owned by the Employee this proviso) at the time of such Transfer but shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall not be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the 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 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 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 the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has do so as a purpose the 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 have been directly permitted under this Agreement had such change in such relationship occurred prior condition to such Transfer).

Permitted Transfers. (a) The Partnership Parties acknowledge Subject to the conditions and agree that restrictions set forth in Section 9.3 hereof, a Member may at any of the following Transfers (each a “Permitted Transfer”) of time Transfer all, but not less than all, of its Interest to (a) any other Member or wholly-owned Affiliate of another Member, (b) any wholly-owned Affiliate of the Subject Units owned by transferor (or of the Employee at Original Berkshire Member or the time Original Leucadia Member), or (c) any other Person, subject to receipt, in the case of clause (c), of the prior written consent of the other Member in its absolute discretion if the Senior Loan has not then been paid in full (any such Transfer shall be deemed pursuant to be clauses (a), (b) or (c) being referred to in compliance with the Securities Act and this Agreement and no opinion as a "Permitted Transfer"). Notwithstanding the foregoing, a Member may ------------------ transfer less than all of counsel shall be required in connection therewith: its Interests to one or more wholly-owned Affiliates (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability wholly-owned Affiliates of the Employee to Original Berkshire Member, in the Employee’s Estate; or case of BH Finance, or of the Original Leucadia Member, in the case of WMAC) (iii) a Transfer made in compliance with the federal securities laws to each, an Employee’s Trust"Affiliated Member"); 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 Relativesfor purposes hereof, 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 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 BH Finance's or WMAC's Affiliated Members shall be given solely through the action or consent of BH Finance or WMAC, as agent for all BH Finance or WMAC Affiliated Members, as applicable. Any distribution or allocation to be made hereunder shall be made as if neither BH Finance nor WMAC had any Affiliated Members, shall be made as BH Finance or WMAC directs to one Member as agent for all BH Finance or WMAC Affiliated Members, as applicable, and thereafter BH Finance or WMAC, as applicable, shall be responsible for apportioning such Subject Units back distribution among their respective Affiliated Members, if any, according 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 their respective Interests. A Transfer to a Permitted Transferee: (i) no such transferee an Affiliated Member 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 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 the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the 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 not relieve the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer)of its obligations hereunder.

Permitted Transfers. Subject to the conditions and restrictions set forth in Section 9.3 below, Units may be Transferred, directly or indirectly, to (i) any other Member, (ii) the Company, or (iii) any Permitted Transferee. (a) The Partnership Parties acknowledge and agree that any of the following Transfers (each As a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee condition to the Employee’s Estate; or (iii) Transfer to a Permitted Transferee, each Permitted Transferee of any Member to which Units are Transferred shall agree to 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 such Member (or to another Person Permitted Transferee of such Member) any Units it owns prior to whom the Employee would have been able such Permitted Transferee ceasing to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make be a Permitted Transferee of 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 PartnershipMember. (b) It is expressly understood MGM MIRAGE, K▇▇▇▇▇▇ International, Istithmar (and agreed the Istithmar Member) or any Member may, directly or indirectly, pledge its Units as collateral to lenders in connection with the financing contemplated by Sections 3.2(a)(iii)(D) and 3.2(b)(ii)(F) or in connection with any bona fide financing transaction by K▇▇▇▇▇▇ International, MGM MIRAGE or Istithmar or any of their subsidiaries; provided that, any agreement entered into with a lender in connection with such pledge will provide that in the event the lender seeks to enforce such pledge, the non-pledging Members would have a pro rata right of a Permitted Transfer first offer in accordance with the procedures set forth in Section 9.6, in priority to a Permitted Transferee: (i) no the lender’s right to foreclose, in respect of the Units subject to the lender’s pledge. To the extent such transferee shall be entitled to make non-pledging Members do not acquire the entirety of any further Transfers of Subject Units Transferred subject to such transferee except for a Transfer back pro rata right of first offer, the lender, upon foreclosure may acquire, subject to the Employee or to another Person to whom conditions and restrictions set forth in Section 9.3 below, the Employee would have been able to Transfer Subject Units remaining portion of the stake not acquired pursuant to this Section 3.3; and (ii) each such transferee pro rata right of first offer and shall be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing adhere to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance all 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 have been directly permitted obligations under this Agreement had such change in such relationship occurred prior (including the transfer restrictions set forth herein); provided further that, upon foreclosure the lender will not have any right to such Transfer)vote any of its Units on any matter to be voted on by the Members and will not have any right to appoint or designate any members of the Management Committee.

Permitted Transfers. (a) The Partnership Parties acknowledge Anything herein to the contrary notwithstanding, the provisions of Sections 1, 2 and agree that any of the following Transfers (each 3 shall not apply to a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: to: (i) a Transfer made pursuant to Article IV the spouse, children, parents or V; siblings of such Holder (collectively, “Family Members”), (ii) a Transfer upon the death or disability estate of the Employee to the Employee’s Estate; or 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 made in compliance 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 entities controlled by, controlling or under common control with such Investor, (x) if the federal securities laws 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 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 affiliated entity (each an “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 PartnershipInvestor Permitted Transferee”). (b) It is expressly understood and agreed that in 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 Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred condition 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 Transfer, other than pursuant to subsection (a)(v) of this Section 3.3; and (ii) 4, each such transferee shall be bound by execute and deliver an Instrument of Accession in the terms and conditions form of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing Schedule II agreeing to be bound by the terms and conditions provisions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a)The provisions of Sections 1, no Person may Transfer Subject Units if such Transfer has as 2 and 3 shall not apply to the sale of Shares by a purpose the avoidance of the restrictions on Transfers Holder or Investor 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 a firm commitment underwritten public offering pursuant to a transferee followed by a change in registration statement filed with, and declared effective by, the relationship between Securities and Exchange Commission under the transferor and Securities Act of 1933, as amended (the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer“Securities Act”) (“IPO”).

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that restrictions contained in this Section 2 shall not apply with respect to any Transfer of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned Stockholder Shares by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewithany Stockholder: (i) in the case of a Transfer made Stockholder who is an individual, pursuant to Article IV applicable laws of descent and distribution, or V;among such individual's Family Group, (ii) in the case of a Transfer upon Stockholder which is an entity, among such entity's Affiliates, (iii) pursuant to any pledge agreement with Team Health's senior lenders, (iv) in the death case of Holdings, up to ten percent of each class of Stockholder Shares held by Holdings on the date hereof, to employees of, consultants to and advisors to (or disability any entity formed for their benefit) Holdings, the Company or any of the Employee to the Employee’s Estateits Affiliates; or (iiiv) in the case of PPSI, if a Sale of Holdings occurs and PPSI does not have the opportunity to participate in such sale to the same extent as if such event were taking place with respect to the Company, then during the 180 day period immediately following such Sale of Holdings, PPSI may Transfer its Stockholder Shares to any third party; provided that the restrictions contained in this Section 2 shall continue to be applicable to the Stock holder Shares after any of the foregoing Transfers; and provided further that prior to or in connection with such Transfer, the transferee of such Stockholder Shares shall have executed a Transfer made Notice 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 form attached hereto as 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 A 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 which such transferee shall be entitled agrees 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 conditions provisions of this Agreement and the Partnership Registration Agreement andaffecting the Stockholder Shares so Transferred. Notwithstanding the foregoing, if requested by no Party shall avoid the General Partner, such transferee shall agree in writing to be bound by the terms and conditions provisions of this Agreement by making one or more Transfers to one or more Permitted Transferees and then disposing of all or any portion of such Party's interest in any such Permitted Transferee, or, in the Partnership Agreement. (c) Notwithstanding Section 3.3(a)case of an entity Stockholder, no Person may by permitting a Transfer Subject Units if of any ownership interests in such Transfer has as a purpose the avoidance of entity Stockholder. In addition, the restrictions on Transfers contained in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is 2 shall not apply with respect 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 have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).PPSI's pledge of,