Common use of Permitted Transfers Clause in Contracts

Permitted Transfers. The restrictions contained in Section 10.01 shall not apply to any of the following Transfers (each, a “Permitted Transfer” and each transferee, a “Permitted Transferee”): (a)(i) a Transfer pursuant to a Redemption or Direct Exchange in accordance with Article XI hereof or (ii) a Transfer by a Member to the Corporation or any of its Subsidiaries, or (b) a Transfer to an Affiliate of such Member or 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 Units Transferred; provided however that, (1) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units, and (2) in the case of the foregoing clause (b), the Permitted Transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this Agreement, and prior to such Transfer the transferor will deliver a written notice to the Company, 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 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 transaction to such Permitted Transferee. All Permitted Transfers are subject to the additional limitations set forth in Section 10.07(b).

Permitted Transfers. The restrictions contained in Section 10.01 shall not apply to any of the following Transfers (each, a “Permitted Transfer” and each transferee, a “Permitted Transferee”): (a)(ii)(A) a Transfer pursuant to a Redemption or Direct Exchange in accordance with Article XI hereof or (iiB) a Transfer by a Member to the Corporation or any of its Subsidiaries, or (bii) a Transfer to an Affiliate of such Member or pursuant to applicable laws of descent and distribution or among such Member’s Family Group; Group (provided that, that (x) Units may not be Transferred to a Member’s spouse in connection with a divorce proceeding proceeding, (y) Unvested Common Units and Unvested Class C Common Incentive Units may not be Transferred without the written consent of the Manager and (yz) such Member retains exclusive voting control of the Units Transferred); provided however thatprovided, however, that (1x) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units, and (2y) in the case of the foregoing clause (bii), the Permitted Transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this Agreement, and prior to such Transfer the transferor will deliver a written notice to the CompanyCompany and 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 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 transaction to such Permitted Transferee. All Permitted Transfers are subject to the additional limitations set forth in Section 10.07(b).

Permitted Transfers. The restrictions contained in Notwithstanding the provisions of Section 10.01 7.2, the following transfers shall not apply be deemed to any of the following Transfers be a Prohibited Transfer: (each, a “Permitted Transfer” and each transferee, a “Permitted Transferee”): (a)(ia) a Transfer pursuant to transfer by devise or descent or by operation of law upon the death of a Redemption member, partner or Direct Exchange in accordance with Article XI hereof or (ii) shareholder of a Transfer by a Member to the Corporation or any of its Subsidiaries, or Restricted Party; (b) the Sale or Pledge, in one or a Transfer series of transactions, of not more than forty-nine percent (49%) of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party; provided, however, no such transfers shall result in a change in Control in Borrower or Borrower Principal or a change in the Manager, and as a condition to an Affiliate each transfer of direct interests in Borrower (to the extent otherwise permitted hereunder), Lender shall receive not less than thirty (30) days prior written notice of such Member or pursuant to applicable laws of descent and distribution or among such Member’s Family Group; provided thatproposed transfer, (xc) Units may the transfer but not be Transferred pledge, of up to a Member’s spouse seventy-five percent (75%) of the (direct or indirect) interests in Borrower held by any Restricted Party (other than Borrower) in connection with a divorce proceeding joint venture, provided, that (i) such transfer is to a Qualified Transferee, (ii) Borrower Principal continues to Control Borrower (subject to such Qualified Transferee’s customary consent rights with respect to Major Decisions), (iii) Borrower Principal continues to own no less than twenty-five percent (25%) of the direct or indirect interests in Borrower, and (iv) the Property shall continue to be managed by a Qualified Manager, (d) transfers, issuances, pledges and encumbrances of direct or indirect interests in Borrower Principal, provided, that (i) no such transfers shall result in a change in Control (direct or indirect) in Borrower by Borrower Principal, (ii) Sponsor remains at all times the general partner of Borrower Principal, (iii) Borrower Principal continues to own no less than fifty-one percent (51%) of the direct or indirect interests in Borrower, provided that following consummation of a transfer in accordance with clause (c) above, such percentage shall be reduced to twenty-five percent (25%), and (iv) the Property shall continue to be managed by a Qualified Manager, (e) the pledge of Sponsor’s or any other Person’s interests in any Restricted Party to secure a corporate credit facility or facilities of Sponsor or its affiliates, provided that (i) such corporate credit facility is secured by a pledge of interests in entities owning, directly or indirectly, a majority of the properties directly or indirectly owned by Borrower Principal, (ii) the pledgee shall be a major financial institution (including a major financial institution acting as collateral or other agent for a syndicate of lenders) that meets the criteria of a Qualified Transferee and has significant real estate experience involving properties similar to the Property (for purposes of this provision, (I) “pledgee” will be limited to the collateral agent or syndication agent, in the event that such pledge is made on a syndicated basis and (II) Credit Suisse First Boston shall be deemed to satisfy the criteria for a Qualified Transferee) and (iii) the Property shall at all times be managed by a Qualified Manager, (f) transfers, issuances, pledges and encumbrances of ownership interests in Sponsor so long as Sponsor is a publicly traded entity on the New York Stock Exchange, or (g) the merger of Sponsor with or into another entity, provided that (x) the surviving entity is publicly traded and (y) such Member retains exclusive voting control merger does not result in a change of Control in Borrower by Borrower Principal, or in Borrower Principal by such surviving entity. Notwithstanding anything to the Units Transferred; provided however that, (1) the restrictions contrary contained in this Agreement will continue to apply to Units after Section 7.3, if any Permitted Transfer Sale or Pledge permitted under this Section 7.3 results in any Person and its Affiliates owning in excess of such Units, and forty-nine percent (249%) in the case of the foregoing clause (b)ownership interests in Borrower or Borrower Principal, the Permitted Transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this AgreementBorrower shall, and prior to such Transfer the transferor will transfer (and if required by Lender), and in addition to any other requirement for Lender consent contained herein, deliver a written notice revised substantive non-consolidation opinion to the CompanyLender reflecting such transfer, which notice will disclose opinion shall be in reasonable detail form, scope and substance acceptable in all respects to Lender and the identity of the proposed Permitted Transferee. 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 transaction to such Permitted Transferee. All Permitted Transfers are subject to the additional limitations set forth in Section 10.07(b)Rating Agencies.

Permitted Transfers. The restrictions contained in Section 10.01 shall not apply to any of the following Transfers (each, a “Permitted Transfer” and each transferee, a “Permitted Transferee”): (a)(ii)(A) a Transfer pursuant to a Redemption or Direct Exchange in accordance with Article XI hereof or (iiB) a Transfer by a Member to the Corporation or any of its Subsidiaries, (ii) a Transfer by any Member to such Member’s spouse, any lineal ascendants or descendants or trusts or other entities in which such Member or Member’s spouse, lineal ascendants or descendants hold (band continue to hold while such trusts or other entities hold Units) 50% or more of such entity’s beneficial interests, (iii) a Transfer pursuant to the Laws of descent and distribution, (iv) a Transfer to an Affiliate a partner, shareholder, member or Affiliated investment fund of such Member (which may include special purpose investment vehicles wholly owned by one or pursuant more Affiliated investment funds but shall not include portfolio companies) and (v) any Transfer as shall be necessary to applicable laws of descent and distribution or among such Member’s Family Groupeffectuate the Blocker Roll Up; provided thatprovided, however, 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 Units Transferred; provided however that, (1) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units, and (2y) in the case of the foregoing clause clauses (bii), (iii), (iv) and (v), the Permitted Transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this AgreementAgreement and, and prior except with respect to such Transfer the Transfers contemplated by the foregoing clause (v), the transferor will deliver a written notice to the CompanyCompany and 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 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 be required to also transfer a an equal number of shares of Class B Common Stock equal corresponding to the number proportion of such Member’s (or subsequent Permitted Transferee’s) 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(b).

Permitted Transfers. The restrictions contained in Section 10.01 shall not apply to any of the following Transfers Transfer (each, a “Permitted Transfer” and each transferee, a “Permitted Transferee”): ) pursuant to (a)(ii)(A) a Transfer pursuant to Change of Control Transaction, (B) a Redemption or Direct Exchange in accordance with Article XI hereof or (iiC) a Transfer by a Member to the Corporation or any of its Subsidiaries, (ii) a Transfer by any Member to such Member’s spouse, any lineal ascendants or descendants or trusts or other entities in which such Member or Member’s spouse, lineal ascendants or descendants hold (band continue to hold while such trusts or other entities hold Units) 50% or more of such entity’s beneficial interests, (iii) pursuant to the laws of descent and distribution and (iv) a Transfer to an Affiliate Affiliate, partner, shareholder or member of such Member or pursuant to applicable laws of descent and distribution or among such Member’s Family Group; provided thatprovided, however, 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 Units Transferred; provided however that, (1A) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units, and (2B) in the case of the foregoing clause clauses (bii), (iii) and (iv), the Permitted Transferees transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this AgreementAgreement and, and prior to such Transfer the transferor will deliver a written notice to the CompanyCompany and the Members, which notice will disclose in reasonable detail the identity of the proposed Permitted Transfereetransferee. In the case of a Permitted Transfer by any Effective Date Member 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 transferee in accordance with this Section 10.02, such Member (or any subsequent Permitted Transferee transferee of such Member) shall be required to also transfer a number the fraction of shares of its remaining Class B Common Stock equal ownership corresponding to the number proportion of such Member’s (or subsequent transferee’s) Common Units that were transferred by such Member (or subsequent Permitted Transferee) in the transaction to such Permitted Transfereetransferee. All Permitted Transfers are subject to the additional limitations set forth in Section 10.07(b).

Permitted Transfers. The restrictions contained in Section 10.01 shall not apply to any of the following Transfers (each, a “Permitted Transfer” and each transferee, a “Permitted Transferee”): (a)(ii)(A) a Transfer pursuant to a Redemption or Direct Exchange in accordance with Article XI hereof or that are necessary or desirable to comply with Sections 3.04 or 3.05 as determined by the Manager, or (iiB) a Transfer by a Member to the Corporation or any of its Subsidiaries, or (bii) a Transfer to an Affiliate of such Member, or (iii) a Transfer by a Member or pursuant that is a natural person for estate-planning purposes of such Member to applicable laws an Estate Planning Vehicle of descent and distribution or among such Member’s Family Group; provided thatprovided, however, 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 Units Transferred; provided however that, (1) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units, and (2y) in the case of the foregoing clause clauses (bii) or (iii), the Permitted Transferees of the Units so Transferred shall at the time of the Permitted Transfer agree in writing to be bound by the provisions of this AgreementAgreement and the Other Agreements pursuant to Section 10.04, and prior to such Transfer the transferor will deliver a written notice to the CompanyCompany and the Members, which notice will disclose in reasonable detail the identity of the proposed Permitted Transferee. If a Permitted Transfer pursuant to clauses (ii) or (iii) of the immediately preceding sentence would result in a Change of Control, such Member must provide the Manager with written notice of such proposed Permitted Transfer at least sixty (60) calendar days prior to the consummation of such Permitted Transfer. In the case of a Permitted Transfer of any Common Units by any Member that is authorized to hold holding 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 transaction to such Permitted Transferee. All Permitted Transfers are subject to the additional limitations set forth in Section 10.07(b).

Permitted Transfers. The restrictions contained in Section 10.01 shall not apply to any of the following Transfers Transfer (each, a “Permitted Transfer” and each ”) (i) by a Member to an Affiliate of such Member, (ii) by any Original Member or any direct or (through a subsequent transfer) indirect transferee of such Original Member (A) with the prior written consent of the Conflicts Committee, (B) in response to a tender or exchange offer that has been approved or recommended by the Corporate Board, (C) in connection with any Company Sale (as defined in the Stockholders Agreement), (D) that is an individual, (1) to such Original Member’s (or such transferee’s) spouse, (2) to such Original Member’s (or such transferee’s) lineal ancestors, lineal descendants, siblings, cousins or the spouses thereof, (3) to trusts for the benefit of such Original Member (or such transferee) or such persons, (4) to foundations established by such Original Member (or such transferee) or such persons or Affiliates thereof or (5) by way of bequest or inheritance upon death, (E) that is an entity, to such Original Member’s (or such transferee’s) members, partners or other equity holders or (F) of up to a “Permitted Transferee”): total of 60,000,000 Common Units (a)(ias adjusted for any equity split, equity distribution, recapitalization, combination, reclassification or similar change in the capital structure of the Company following the date hereof) a Transfer in the aggregate for all Members collectively pursuant to one or more PIPE Transactions (as defined in the Stockholders Agreement) (without duplication of the foregoing clauses (A) through (E)) or (iii) pursuant to a Redemption or Direct Exchange in accordance with Article XI hereof or (ii) a Transfer by a Member to the Corporation or any of its Subsidiarieshereof; provided, or (b) a Transfer to an Affiliate of such Member or pursuant to applicable laws of descent and distribution or among such Member’s Family Group; provided thathowever, (x) Units may not be Transferred to a Member’s spouse in connection with a divorce proceeding and (y) such Member retains exclusive voting control of the Units Transferred; provided however that, (1) that the restrictions contained in this Agreement will shall continue to apply to Units after any Permitted Transfer of such Units. In the case of any Permitted Transfer in accordance with clauses (i) or (ii) of the definition of “Permitted Transfer”, (A) the transferor shall deliver a written notice to the Company and the Members, which notice will disclose in reasonable detail the identity of the proposed transferee, and (2B) any such transferees of Units Transferred in the case of the foregoing clause (b), the such Permitted Transferees of the Units so Transferred Transfer shall agree in writing to be bound by the provisions of this Agreement, and prior to such Transfer the transferor will deliver a written notice to the Company, which notice will disclose in reasonable detail the identity of the proposed Permitted Transferee. In the case of a Permitted Transfer (other than a Redemption or Direct Exchange) by any Original Member 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 transferee in accordance with this Section 10.02, such Member (or any subsequent Permitted Transferee transferee of such Member) shall be required to also transfer Transfer a number of shares of Class B Common Stock equal corresponding to the number of such Member’s (or subsequent transferee’s) Common Units that were transferred by such Member (or subsequent Permitted Transferee) Transferred in the transaction to such Permitted Transfereetransferee; and, in the case of a Redemption or Direct Exchange, a number of shares of Class B Common Stock corresponding to the number of such Member’s Common Units that were Transferred in such Redemption or Direct Exchange shall be cancelled. All Permitted Transfers are subject to the additional limitations set forth in Section 10.07(b) hereof (other than Section 10.07(b)(iii)) and Section 4.1 of the Stockholders Agreement.

Permitted Transfers. The restrictions contained in Section 10.01 shall not apply to any of the following Transfers Transfer (each, a “Permitted Transfer” and each ”) (i) by a Member to an Affiliate of such Member, (ii) by a Member to any of its partners, limited liability company members, stockholders or other equity holders of such Member, (iii) by the Corporation to the holders of equity interests in the Corporation in connection with the dissolution of the Corporation, (iv) by any transferee pursuant to clause (ii) or (iii) of this sentence to any by a Member to any of its partners, limited liability company members, stockholders or other equity holders of such Member or Affiliate of such transferee or any trust, family partnership or family limited liability company, the sole beneficiaries, partners or members of which are such transferee or Relatives of such transferee, a “Permitted Transferee”): (a)(iiv) a Transfer pursuant to a Redemption or Direct Exchange in accordance with Article XI hereof hereof, or (iiv) a Transfer by a any Member to the Corporation or any holders of its Subsidiaries, or (b) a Transfer to an Affiliate of equity interests in such Member or 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 Permitted Transfer or a dissolution of such Member; provided, however, that (y) such Member retains exclusive voting control of the Units Transferred; provided however that, (1A) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units, Units and (2B) in the case of the foregoing clause clauses (bi), (ii), (iii) and (v), the Permitted Transferees transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this Agreement, and prior to such Transfer the transferor will deliver a written notice to the CompanyCompany and the Members, which notice will disclose in reasonable detail the identity of the proposed Permitted Transfereetransferee. In the case of a Permitted Transfer (other than a Redemption or Direct Exchange) by the Corporation 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 transferee in accordance with this Section 10.02, such Member (or any subsequent Permitted Transferee of such Member) the Corporation shall be required to also transfer a number of shares of Class B C Common Stock equal corresponding to the number of such Member’s (or subsequent transferee’s) Common Units that were transferred by such Member (or subsequent Permitted Transferee) in the transaction to such Permitted Transfereetransferee; and, in the case of a Redemption or Direct Exchange, a number of shares of Class C Common Stock corresponding to the number of such Member’s Common Units that were transferred in such Redemption or Direct Exchange shall be cancelled. All Permitted Transfers are subject to the additional limitations set forth in Section 10.07(b).

Permitted Transfers. Except in compliance with this Article IX, no Member may Transfer any Unit or any portion of a Unit. Any attempted Transfer of a Unit or Units, or any rights appurtenant thereto or portion thereof, other than in compliance with this Article IX shall be void and of no effect. The restrictions contained in Section 10.01 shall not apply to any of the following Transfers permitted Transfer (each, a “Permitted Transfer” ”) by a Member shall mean only the following, and each transferee, only a Person to whom a Permitted Transfer is made pursuant hereto shall be a “Permitted Transferee”): : (a)(ia) a direct or indirect Transfer of Units by a Member to a subsidiary or Affiliate of such Member; (b) a Transfer pursuant by a Member holding Class A Units to another Member holding Class A Units (including a Redemption Transfer back to ADA from NexGen under the NexGen Purchase Agreement), or Direct Exchange in accordance with Article XI hereof or a Transfer by a Member holding Class B Units to another Member holding Class B Units; (iic) subject to Section 9.3(a), any Transfer by a Member of Units to any other Person that occurs after December 31, 2012; (d) a Transfer by a Member to the Corporation or any of its Subsidiaries, or (b) a Transfer to an Affiliate of such Member or 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 other Person in connection with a divorce proceeding and (y) change-of-control transaction to which such Member retains exclusive voting is a party; (e) any Transfer by any Member pursuant to a Drag-Along Sale or a Tag-Along Sale in accordance with this Agreement; or (f) any other direct or indirect Transfer approved by each of the Members; provided, that, the Members will not unreasonably withhold, delay or condition their approval for such a Transfer in the event the Transfer (i) does not change the control of the Units Transferred; provided however thatproposed to be Transferred from the Person designated as a Member on the Effective Date (if the Transfer is to an entity owned or Controlled by said Member), (1ii) the restrictions contained in Transferee of the Transferring Member executes a counterpart of this Agreement, or a joinder to this Agreement will continue in form and substance acceptable to apply to Units after any Permitted Transfer of such Unitsthe Board, and (2) in the case of the foregoing clause (b), the Permitted Transferees of the Units so Transferred shall agree in writing agreeing to be bound by the provisions terms hereof in addition to any additional restrictions on further Transfers of this Agreementthe Units said new Member has received, and prior to such (iii) the proposed Transfer the transferor will deliver would not constitute a written notice to Change of Control of the Company, 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 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 transaction to such Permitted Transferee. All Permitted Transfers are subject to the additional limitations set forth in Section 10.07(b).

Permitted Transfers. The restrictions contained in Section 10.01 shall not apply to any of the following Transfers Transfer (each, together with any Transfer pursuant to and in accordance with the Exchange Agreement, a “Permitted Transfer” and each transferee, a “Permitted Transferee”): (a)(i) a Transfer pursuant to a Redemption or Direct Exchange in accordance with Article XI hereof or (iii) a Transfer by a Member to the Corporation Parent or any of its Subsidiaries, (ii) Section 10.05 or (biii) a Transfer to an Affiliate of such Member or pursuant to applicable laws for so long as the transferee remains an Affiliate of descent and distribution or among such Member’s Family Group; provided thatprovided, however, 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 Units Transferred; provided however that, (1A) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units, and (2B) in the case of the foregoing clause (biii), the Permitted Transferees transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this Agreement and the Exchange Agreement, and prior to such Transfer the transferor will deliver a written notice to the CompanyCompany and the Members, which notice will disclose in reasonable detail the identity of the proposed transferee. If a Member Transfers Units pursuant to the foregoing clause (iii) and, while the Transferee continues to hold any Units, such Permitted Transferee ceases to qualify as an Affiliate in relation to the initial Transferor Member from which such Permitted Transferee received such Units (directly or indirectly through a series of Transfers) pursuant to such clause (iii)) (an “Unwinding Event”), then the relevant initial Transferor shall (1) promptly notify the other Members and the Company of the pending occurrence of such Unwinding Event and (2) Transfer of all of the Units held by the relevant Permitted Transferee either back to such initial Transferor or to another Person who qualifies as an Affiliate of such initial Transferring, in each case subject to Section 10.04. A “Permitted Transferee. In the case ” is a Transferee of a Permitted Transfer contemplated by clauses (i) and (iii) of any Common Units by any Member that is authorized to hold Class B Common Stock in accordance with the Corporation’s certificate first sentence 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 transaction to such Permitted Transferee. All Permitted Transfers are subject to the additional limitations set forth in Section 10.07(b).

Permitted Transfers. The restrictions contained in Section 10.01 shall not apply to any of the following Transfers Transfer (each, a “Permitted Transfer” and each transferee, a “Permitted Transferee”): (a)(i) a Transfer pursuant to (i)(A) a Redemption or Direct Exchange in accordance with Article XI hereof or (iiB) a Transfer by a Member to the Corporation or any of its Subsidiaries, (ii) a Transfer by any Member to such Member’s spouse, any lineal ascendants or descendants or trusts or other entities in which such Member or Member’s spouse, lineal ascendants or descendants hold (band continue to hold while such trusts or other entities hold Units) 50% or more of such entity’s beneficial interests, (iii) pursuant to the Laws of descent and distribution and (iv) a Transfer to an Affiliate a partner, shareholder, member or Affiliated investment fund of such Member (which may include special purpose investment vehicles wholly owned by one or pursuant to applicable laws of descent and distribution or among such Member’s Family Groupmore Affiliated investment funds but shall not include portfolio companies); provided thatprovided, however, 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 Units Transferred; provided however that, (1A) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units, and (2B) in the case of the foregoing clause clauses (bii), (iii) and (iv), the Permitted Transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this AgreementAgreement and, and prior to such Transfer the transferor will deliver a written notice to the CompanyCompany and 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 Effective Date 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 be required to also transfer a an equal number of shares of Class B Common Stock equal corresponding to the number proportion of such Member’s (or subsequent Permitted Transferee’s) 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(b).

Permitted Transfers. The restrictions contained in Section 10.01 A Seller shall not apply to be free at any time (without the consent of the following Transfers Purchaser but, in the case of clauses (eachi), (ii), (iv) of this sentence, upon at least five business days advance written notice to the Purchaser) to Transfer all or any portion of his or its Seller Shares: (i) in the case the transferring Seller is a “Permitted Transfer” and each transfereenatural person, a “Permitted Transferee”): (a)(i) a Transfer pursuant to a Redemption trust or Direct Exchange in accordance with Article XI hereof estate, limited liability company, limited partnership or similar vehicle owned or controlled by such Seller; (ii) a Transfer by a Member to the Corporation or any of its Subsidiaries, or (b) a Transfer to an Affiliate of such Member or 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 Units Transferred; provided however that, (1) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units, and (2) in the case of a transferring Seller that is not a natural person, to (A) such Seller’s equity holders on dissolution of such Seller or (B) a wholly owned subsidiary of such Seller; (iii) in the foregoing clause case of any Seller, to the Purchaser (bwhether pursuant to the provisions of this Article II or otherwise); and (iv) in the case of Rxxxxx Xxxxxxx, to Mxxxxxx Xxxxxxx. 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 Company’s Board of Directors and otherwise in compliance with all applicable laws, rules and regulations. Notwithstanding the foregoing, in the case of any Transfer permitted under this Section 2.02 (other than a permitted Transfer pursuant to the preceding sentence or clauses (iii) and (iv) of this Section 2.02), it shall be a condition to such Transfer that such transferee agrees, by executing a joinder agreement in substantially the Permitted Transferees of the Units so Transferred shall agree in writing form attached hereto as Exhibit A (y) to be bound by this Agreement as a Seller with respect to all of the provisions of this AgreementSeller Shares Transferred to such transferee, and prior (z) that all of the Seller Shares Transferred to such Transfer the transferor will deliver a written notice transferee remain subject to the Company, which notice will disclose in reasonable detail the identity this Agreement and all of the proposed Permitted Transferee. 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 10.02terms, 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(b)conditions and restrictions hereof as Seller Shares.

Permitted Transfers. The restrictions contained in Section 10.01 shall not apply to any of the following Transfers (each, a “Permitted Transfer” and each transferee, a “Permitted Transferee”): (a)(ii) a Transfer pursuant to a Redemption or Direct Exchange in accordance with Article XI hereof or hereof, (ii) a Transfer by a Member to the Corporation or any of its Subsidiaries, Subsidiaries or (biii) a Transfer to an Affiliate of such Member or pursuant to applicable laws of descent and distribution or among such Member’s Family Group; provided thatthat (a) all such Units held by the transferor (or its regarded taxpayer for U.S. federal tax purposes) are Transferred to such Affiliate or (b) for U.S. federal tax purposes, the Affiliate is treated as the same taxpayer as the transferor or (c) with the prior written consent of the Manager; provided, however, 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 Units Transferred; provided however that, (1) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units, and (2y) in the case of the foregoing clause (biii), the Permitted Transferees of the Units so Transferred shall at the time of the Permitted Transfer agree in writing to be bound by the provisions of this Agreement, and prior to such Transfer the transferor will deliver a written notice to the CompanyCompany and the Members, which notice will disclose in reasonable detail the identity of the proposed Permitted Transferee. If a Permitted Transfer pursuant to clause (iii) of the immediately preceding sentence would result in a Change of Control, such Member must provide the Manager with written notice of such proposed Permitted Transfer at least sixty (60) calendar days prior to the consummation of such Permitted Transfer. In the case of a Permitted Transfer of any Common Units by any Member that is authorized to hold holding Class B Common Stock in accordance with the Corporation’s certificate of incorporation or Class C Common Stock 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 or Class C Common Stock, as applicable, 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(b).

Permitted Transfers. The restrictions contained in Section 10.01 9.2(a) shall not apply to any of the following Transfers (each, a “Permitted Transfer” and each transferee, a “Permitted Transferee”): (a)(i) a Transfer pursuant to (i) a Redemption or Direct Exchange in accordance with Article XI hereof or Public Sale, (ii) a Transfer by a Member to the Corporation or any of its Subsidiariesan Approved Sale, (iii) Section 6.9, (iv) Section 6.11 or (bv) a Transfer to an Affiliate of such Member or pursuant to applicable laws of descent and distribution or among such Member’s Family Group; Class A Holder Exempt Transfer, 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 Units Transferred; provided however that, (1) the that all restrictions contained in this Agreement will continue to apply to the Units after any Permitted such Transfer pursuant to clause (v) above and the transferees of such Units, and (2) in the case of the foregoing Units pursuant to such clause (b), the Permitted Transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this Agreement, and prior to Agreement without which written agreement any such Transfer shall be invalid and void. If the consummation of a Transfer pursuant to this Section 9.2 would cause an Approved Sale to occur, the provisions of Section 12.9(a) shall control such Transfer. Upon the Transfer of Units pursuant to clause (ii) of this Section 9.2(c), the transferor will deliver a written notice to the CompanyCompany and the other parties to this Agreement, which notice will disclose in reasonable detail the identity of such transferee. Notwithstanding anything in this Agreement to the proposed Permitted Transferee. In the case of a Permitted contrary, in connection with any Transfer of any Common Units by any Member that is authorized permitted pursuant to hold Class B Common Stock in accordance with the Corporation’s certificate of incorporation to a Permitted Transferee in accordance with this Section 10.029.2(c), such Member (or any subsequent Permitted Transferee of such Member) the Class A Holder shall also transfer have the right to Transfer a proportionate number of shares of the Class A Holder (the “Blocker Shares”) (based on the proportion of its directly or indirectly owned Units being sold), rather than the Units owned by the Class A Holder, on terms and conditions no less favorable to the Class B Common Stock Holder than the terms and conditions of such transaction with respect to the Transfer of Units, including the right to sell the Blocker Shares to the purchaser in such Transfer for a price equal to the number of Common Units amount that were transferred by the Class A Holder would have otherwise received in such Member (or subsequent Permitted Transferee) in Transfer if the transaction to such Permitted Transferee. All Permitted Transfers are subject to the additional limitations set forth in Section 10.07(b)Class A Holder had sold its Units.

Permitted Transfers. (a) The restrictions contained in clauses (i) and (ii) of Section 10.01 shall not apply to any of the following Transfers Transfer (eacheach such Transfer, and together with any Transfer approved pursuant to Section 10.01, a “Permitted Transfer” and each transferee, a “Permitted Transferee”): ) pursuant to (a)(ii)(A) a Transfer pursuant to Change of Control Transaction, (B) a Redemption or Direct Exchange exchange in accordance with Article XI hereof or (iiC) a Transfer by a Member to the Corporation or the Company; (ii) a Transfer by any Member to such Member’s spouse, any lineal ascendants or 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 its Subsidiaries, or such entity’s beneficial interests; (biii) the laws of descent and distribution and (iv) a Transfer to an Affiliate of such Member Member; provided, however, that (A) in the case of the Corporation (or pursuant to applicable laws a Permitted Transferee thereof) such Affiliate is a wholly-owned Subsidiary of descent and distribution or among such Member’s Family Group; provided thatthe Corporation, (x) Units may not be Transferred to a Member’s spouse in connection with a divorce proceeding and (y) such Member retains exclusive voting control of the Units Transferred; provided however that, (1B) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units, and (2C) in the case of the foregoing clause clauses (bii), (iii) and (iv), the Permitted Transferees transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this AgreementAgreement and, and prior to such Transfer the transferor will deliver a written notice to the CompanyCompany and the Members, which notice will disclose in reasonable detail the identity of the proposed Permitted Transfereetransferee. In the case of a Permitted Transfer by a Member 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 Units, LTIP Units or Rollover Profits Units to a Permitted Transferee transferee in accordance with this Section 10.02, such Member (or any subsequent Permitted Transferee transferee of such Member) shall also transfer a Transfer an equal number of shares of Class B Common Stock equal or Series B Founder Preferred Shares, as applicable, corresponding to the number proportion of such Member’s (or subsequent transferee’s) Class B Common Units, LTIP Units or Rollover Profits Units that were transferred by such Member (or subsequent Permitted Transferee) Transferred in the transaction Permitted Transfer to such Permitted Transfereetransferee. All Permitted Transfers are subject to the additional limitations set forth in Section 10.07(b).

Permitted Transfers. The restrictions contained in Section 10.01 shall not apply to any of the following Transfers (each, a “Permitted Transfer” and each transferee, a “Permitted Transferee”): (a)(i) a Transfer pursuant to a Redemption or Direct Exchange in accordance with Article XI hereof or (ii) a Transfer by a Member to the Corporation or any of its Subsidiaries, or (b) a Transfer to an Affiliate of such Member or 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 Units Transferred; provided however that, (1) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units, and (2) in the case of the foregoing clause (b), the Permitted Transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this Agreement, and prior to such Transfer the transferor will deliver a written notice to the Company, 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 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 or Class B Warrants, as applicable, equal to the number of Common Units (including Common Units underlying Class B Warrants) 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(b).

Permitted Transfers. The restrictions contained in Section 10.01 10.1 shall not apply to any of the following Transfers Transfer (each, a “Permitted Transfer” and each transferee, a “Permitted Transferee”): ) in connection with: (a)(i) a Transfer an “Exchange” pursuant to a Redemption or Direct the terms of the Exchange in accordance with Article XI hereof Agreement (as defined therein) or (ii) a Transfer by a Member to the Corporation PubCo or any of its Subsidiaries, or ; (b) a Transfer by any Member to an such Member’s spouse, any lineal ascendants or descendants or trusts or other entities in which such Member or Member’s spouse, lineal ascendants or descendants are the sole beneficial owners; (c) a Transfer to a partner, shareholder, member or Affiliate of such Member (which may include special purpose investment vehicles wholly owned by one or pursuant more Affiliated investment funds but shall not include portfolio companies) or (d) a Transfer of Units to applicable laws a reinsurance counterparty of descent and distribution any Member (or among Affiliate of such Member’s Family Group; provided that, (x) Units may not be Transferred that is an Affiliate of Athene Holding Ltd. to hold in a Member’s spouse in connection with a divorce proceeding and (y) funds withheld account or modified coinsurance account established by such reinsurance counterparty for the purpose of maintaining assets supporting business ceded or retroceded to such Member retains exclusive voting control (or Affiliate of the such Member), or a Transfer of Units Transferredfrom any Member that is a reinsurance counterparty of any Member (or Affiliate of such Member) that is an Affiliate of Athene Holding Ltd. to such Member (or Affiliate of such Member); provided however thatprovided, however, that (1A) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units, and (2B) in the case of the foregoing clause clauses (b), (c) and (d), the Permitted Transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this AgreementAgreement and, and prior to such Transfer the transferor will deliver a written notice to the CompanyCompany and the Members, which notice will disclose in reasonable detail the identity of the proposed Permitted Transfereetransferee. In the case of a Permitted Transfer of any Common Units by any Units, the transferring Member that is authorized shall be required 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 an equal number of shares of Class B Common Stock equal corresponding to the number proportion of such Member’s 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(b10.7(b).

Permitted Transfers. The restrictions contained in Section 10.01 shall not apply to any of the following Transfers Transfer (each, a “Permitted Transfer” and each ”) (i) by a Member to an Affiliate of such Member, (ii) by any Original Member to the holders of equity interests in such Original Member in connection with the dissolution of such Original Member, (iii) by NGP Follow-On to Carlyle Partners VI Centennial Holdings, L.P., (iv) by any transferee pursuant to clause (ii) of this sentence to any Affiliate of such transferee or any trust, family partnership or family limited liability company, the sole beneficiaries, partners or members of which are such transferee or Relatives of such transferee, a “Permitted Transferee”): or (a)(iv) a Transfer pursuant to a Redemption or Direct Exchange in accordance with Article XI hereof or hereof; provided, however, that (ii) a Transfer by a Member to the Corporation or any of its Subsidiaries, or (b) a Transfer to an Affiliate of such Member or 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 Units Transferred; provided however that, (1A) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units, Units and (2B) in the case of the foregoing clause clauses (bi), (ii) and (iii), the Permitted Transferees transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this Agreement, and prior to such Transfer the transferor will deliver a written notice to the CompanyCompany and the Members, which notice will disclose in reasonable detail the identity of the proposed Permitted Transfereetransferee. In the case of a Permitted Transfer (other than a Redemption or Direct Exchange) by any Original Member 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 transferee in accordance with this Section 10.0210.02 (including by NGP Follow-On pursuant to clause (iii)), such Member (or any subsequent Permitted Transferee transferee of such Member) shall be required to also transfer a number of shares of Class B C Common Stock equal corresponding to the number of such Member’s (or subsequent transferee’s) Common Units that were transferred by such Member (or subsequent Permitted Transferee) in the transaction to such Permitted Transfereetransferee; and, in the case of a Redemption or Direct Exchange, a number of shares of Class C Common Stock corresponding to the number of such Member’s Common Units that were transferred in such Redemption or Direct Exchange shall be cancelled. All Permitted Transfers are subject to the additional limitations set forth in Section 10.07(b).

Permitted Transfers. The restrictions contained in Section 10.01 shall not apply to any of the following Transfers (each, a “Permitted Transfer” and each transferee, a “Permitted Transferee”): (a)(ii)(A) a Transfer pursuant to a Redemption or Direct Exchange in accordance with Article XI hereof or (iiB) a Transfer by a Member to the Corporation or any of its Subsidiaries, (ii) a Transfer by any Member to such Member’s spouse, any lineal ascendants or descendants or trusts or other entities in which such Member or Member’s spouse, lineal ascendants or descendants hold (band continue to hold while such trusts or other entities hold Units) 50% or more of such entity’s beneficial interests, (iii) a Transfer pursuant to the Laws of descent and distribution, (iv) a Transfer to an Affiliate a partner, shareholder, member or Affiliated investment fund of such Member (which may include special purpose investment vehicles wholly owned by one or pursuant to applicable laws of descent and distribution or among such Member’s Family Group; provided thatmore Affiliated investment funds but shall not include portfolio companies), (xv) Units may not any Transfer as shall be Transferred necessary to a Member’s spouse in connection with a divorce proceeding effectuate the Blocker Mergers and (yvi) such Member retains exclusive voting control of any Transfer as shall be necessary to effectuate the Units TransferredPre-IPO Exchanges; provided however thatprovided, however, that (1x) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units, and (2y) in the case of the foregoing clause clauses (bii), (iii), (iv), (v) and (vi), the Permitted Transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this AgreementAgreement and, except with respect to the Transfers contemplated by the foregoing clauses (v) and prior to such Transfer (vi), the transferor will deliver a written notice to the CompanyCompany and 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 that is authorized to hold Class B Common Stock or Class C Common Stock, as the case may be, 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 be required to also transfer a an equal number of shares of Class B Common Stock equal or Class C Common Stock, as the case may be, corresponding to the number proportion of such Member’s (or subsequent Permitted Transferee’s) 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(b).

Permitted Transfers. The restrictions contained in Section 10.01 shall not apply to any of the following Transfers (each, a “Permitted Transfer” and each transferee, a “Permitted Transferee”), but, for the avoidance of doubt, the provisions of Section 10.07 shall apply to the Transfers described in the following clause (ii): (a)(ii)(A) a Transfer pursuant to a Redemption or Direct Exchange in accordance with Article XI hereof or (iiB) a Transfer by a Member to the Corporation or any of its Subsidiaries, or (bii) (A) with respect to the Members as of the date of the closing of the IPO, a Transfer to such Member’s equity owners or (B) with the approval in advance and in writing by the Manager, a Transfer to an Affiliate of such Member or pursuant to applicable laws of descent and distribution or among such Member’s Family Group; provided thatprovided, however, 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 Units Transferred; provided however that, (1) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units, and (2y) in the case of the foregoing clause (bii), the Permitted Transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this Agreement, and prior to such Transfer the transferor will deliver a written notice to the CompanyCompany and 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 Class A 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 Class A 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(b).

Permitted Transfers. The restrictions contained in Section 10.01 shall not apply to any of the following Transfers (each, a “Permitted Transfer” and each transferee, a “Permitted Transferee”): (a)(ii)(A) a Transfer pursuant to a Redemption or Direct Exchange in accordance with Article XI hereof or (iiB) a Transfer by a Member to the Corporation or any of its Subsidiaries, or (bii) a Transfer to an Affiliate of such Member or pursuant to applicable laws of descent and distribution or among such Member’s Family Group; Group (provided that, 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 Units Transferred); provided however thatprovided, however, that (1x) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units, and (2y) in the case of the foregoing clause (bii), the Permitted Transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this Agreement, and prior to such Transfer the transferor will deliver a written notice to the CompanyCompany and the Members, which notice will disclose in reasonable detail the identity of the proposed Permitted Transferee, or (iii) in the case of Management Holdings, (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 Units Transferred) and (B) a distribution of Units to a Management Holdings Member with respect to such Management Holdings Member’s interests in Management Holdings corresponding to such Units, but only if such Management Holdings Member has notified Management Holdings in writing under Section [__] 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 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 transaction to such Permitted Transferee. All Permitted Transfers are subject to the additional limitations set forth in Section 10.07(b).

Permitted Transfers. The restrictions contained in Section 10.01 shall not apply to any of the following Transfers (each, a “Permitted Transfer” and each transferee, a “Permitted Transferee”): (a)(ii)(A) a Transfer pursuant to a Redemption or Direct Exchange in accordance with Article XI hereof or (iiB) a Transfer by a Member to the Corporation or any of its Subsidiaries, or (bii) a Transfer to an Affiliate of such Member or pursuant to applicable laws of descent and distribution or among such Member’s Family Group; provided thatprovided, however, 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 Units Transferred; provided however that, (1) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units, and (2y) in the case of the foregoing clause (bii), the Permitted Transferees of the Units so Transferred shall at the time of the Permitted Transfer agree in writing to be bound by the provisions of this Agreement, and prior to such Transfer the transferor will deliver a written notice to the CompanyCompany and the Members, which notice will disclose in reasonable detail the identity of the proposed Permitted Transferee. If a Permitted Transfer pursuant to clause (ii) of the immediately preceding sentence would result in a Change of Control, such Member must provide the Manager with written notice of such proposed Permitted Transfer at least sixty (60) calendar days prior to the consummation of such Permitted Transfer. In the case of a Permitted Transfer of any Common Units by any Member that is authorized to hold holding 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 transaction to such Permitted Transferee. All Permitted Transfers are subject to the additional limitations set forth in Section 10.07(b).

Permitted Transfers. The restrictions contained set forth in Section 10.01 7(a) shall not apply to any Transfer of Class A Common Units by Investor (i) in the following Transfers (eachevent of Investor’s death, a “Permitted Transfer” and each transferee, a “Permitted Transferee”): (a)(i) a Transfer pursuant to a Redemption will or Direct Exchange in accordance with Article XI hereof or (ii) a Transfer by a Member to the Corporation or any of its Subsidiaries, or (b) a Transfer to an Affiliate of such Member or pursuant to applicable laws of descent and distribution or distribution, (ii) to such Person’s legal guardian (in case of any mental incapacity) or (iii) to or among such Member’s his or her 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 Units Transferred; provided however that, (1) that the restrictions contained in this Agreement will continue to apply be applicable to the Class A Common Units after any Permitted Transfer of such Units, and pursuant to this Section 7(b). At least 15 days prior (2) other than in the case of Transfers pursuant clauses (i) or (ii) above, in which case as promptly as practical following such Transfer) to the foregoing clause (bTransfer of Class A Common Units pursuant to this Section 7(b), the Permitted Transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this Agreement, and prior to such Transfer the transferor Transferee(s) will deliver a written notice to the Company, which notice will shall disclose in reasonable detail the identity of the proposed Permitted such Transferee. In the case Any Transferee of a Permitted Transfer of any Class A Common Units by any Member that is authorized pursuant to hold Class B Common Stock a Transfer in accordance with the Corporationprovisions of this Section 7(b) is herein referred to as a “Permitted Transferee.” Notwithstanding the foregoing, (A) no party hereto shall avoid the provisions of this Agreement or the LLC 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 certificate interest in any such Permitted Transferee or (ii) Transferring the securities of incorporation any entity holding (directly or indirectly) Class A Common Units and (B) if the Board determines that the Transfer of Class A Common Units to a Permitted Transferee in accordance with pursuant to this Section 10.027(b) would have an adverse effect on the Company, such Member (or any subsequent Permitted Transferee of such Member) shall also transfer a number of shares of Class B Common Stock equal including by causing the Company 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 become subject to the additional limitations set forth in reporting requirements of the Exchange Act, the Board may prohibit any such Transfer pursuant to this Section 10.07(b7(b).

Permitted Transfers. The restrictions contained in Section 10.01 shall not apply to any of the following Transfers (each, a “Permitted Transfer” and each transferee, a “Permitted Transferee”): (a)(ii)(A) a Transfer pursuant to a Redemption or Direct Exchange in accordance with Article XI hereof or (iiB) a Transfer by a Member to the Corporation or any of its Subsidiaries, (ii) a Transfer by any Member to such Member’s spouse, any lineal ascendants or descendants or trusts or other entities in which such Member or Member’s spouse, lineal ascendants or descendants hold (band continue to hold while such trusts or other entities hold Units) 50% or more of such entity’s beneficial interests, (iii) a Transfer pursuant to the Laws of descent and distribution and (iv) a Transfer to an Affiliate a partner, shareholder, member or Affiliated investment fund of such Member (which may include special purpose investment vehicles wholly owned by one or pursuant to applicable laws of descent and distribution or among such Member’s Family Groupmore Affiliated investment funds but shall not include portfolio companies); provided thatprovided, however, 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 Units Transferred; provided however that, (1) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units, and (2y) in the case of the foregoing clause clauses (bii), (iii), and (iv), the Permitted Transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this AgreementAgreement and, and prior to such Transfer the transferor will deliver a written notice to the CompanyCompany and 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 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 be required to also transfer a an equal number of shares of Class B Common Stock equal corresponding to the number proportion of such Member’s (or subsequent Permitted Transferee’s) 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(b).

Permitted Transfers. The restrictions contained in Section 10.01 shall not apply to any of the following Transfers Transfer (each, a “Permitted Transfer” and each ”) (a) by a Limited Partner to an Affiliate of such Limited Partner, (b) by any transferee pursuant to clause (a) of this sentence, JSTX or RCR to their respective direct or indirect holders of equity interests, (c) by any transferee pursuant to clause (b) of this sentence to any Affiliate of such transferee or any trust, family partnership, or family limited liability company, the sole beneficiaries, partners, or members of which are such transferee or Relatives of such transferee, a “Permitted Transferee”): (a)(id) a Transfer pursuant to an Adjustment Surrender in accordance with Section 3.03(c)(ii) or (e) pursuant to a Redemption or Direct Exchange in accordance with Article XI hereof or hereof; provided, however, that (ii) a Transfer by a Member to the Corporation or any of its Subsidiaries, or (b) a Transfer to an Affiliate of such Member or 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 Units Transferred; provided however that, (1i) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units, Units and (2ii) in the case of the foregoing clause clauses (a), (b), and (c), the Permitted Transferees transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this Agreement, and prior to such Transfer the transferor will deliver a written notice to the CompanyPartnership and the Partners, which notice will disclose in reasonable detail the identity of the proposed transferee. All Permitted TransfereeTransfers shall also be subject to the restrictions on the transfer of rights provided under the Investor and Registration Rights Agreement and the Certificate of Designation. In the case of a Permitted Transfer (other than a Redemption, Direct Exchange or Adjustment Surrender) by any Limited Partner (other than the Corporation) 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 transferee in accordance with this Section 10.02, such Member Limited Partner (or any subsequent Permitted Transferee transferee of such MemberLimited Partner) shall be required to 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) Required Preferred Shares and, in the transaction to such Permitted Transfereecase of a Redemption, Direct Exchange or Adjustment Surrender, the Required Preferred Shares shall be cancelled. All Permitted Transfers are subject to the additional limitations set forth in Section 10.07(b).

Permitted Transfers. The restrictions contained in Section 10.01 10.1 shall not apply to any of the following Transfers Transfer (each, a “Permitted Transfer” and each transferee, a “Permitted Transferee”): ) pursuant to (a)(ii) a Transfer pursuant to a Redemption or Direct Exchange in accordance with Article XI hereof or Change of Control Transaction, (ii) a Transfer by a any Member to the Corporation such Member’s spouse, any lineal ascendants or any of its Subsidiaries, descendents or (b) a Transfer to an Affiliate of trusts or other entities in which such Member or Member’s spouse, lineal ascendants or descendents hold (and continue to hold while such trusts or other entities hold Units) 50% or more of such entity’s beneficial interests, (iii) pursuant to applicable the laws of descent and distribution or among and (iv) if such Transfer is made by an Original Member’s Family Group; provided that, (x) Units may not be Transferred a Transfer to a partner, shareholder or member of such Original Member’s spouse in connection with a divorce proceeding and ; provided, however, that (y) such Member retains exclusive voting control of the Units Transferred; provided however that, (1A) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such UnitsUnits pursuant to the foregoing clauses (ii), (iii) and (iv), and (2B) in the case of the foregoing clause (b), the Permitted Transferees transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this AgreementAgreement and, and prior to such Transfer the transferor will deliver a written notice to the CompanyCompany and the Members, which notice will disclose in reasonable detail the identity of the proposed Permitted Transfereetransferee. 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 RIHI to a Permitted Transferee transferee in accordance with this Section 10.0210.2, such Member (or any subsequent Permitted Transferee of such Member) RIHI shall be required to also transfer a number the fraction of shares of its remaining Class B Common Stock equal ownership corresponding to the number proportion of Common RIHI’s Units that were transferred by such Member (or subsequent Permitted Transferee) in the transaction to such Permitted Transferee. All Permitted Transfers are subject transferee, it being understood that in the event such transfer is to any transferee other than Xxxxx X. Xxxxxxx, the additional limitations set forth in Section 10.07(b)voting rights of the Class B Common Stock transferred to such transferee shall be reduced to one vote for each Unit held by such transferee.

Permitted Transfers. The restrictions contained in Section 10.01 shall not apply to any of the following Transfers Transfer (each, a “Permitted Transfer” and each transferee, a “Permitted Transferee”): ) in connection with: (a)(i) a Transfer an “Exchange” pursuant to a Redemption or Direct the terms of the Exchange in accordance with Article XI hereof Agreement (as defined therein) or (ii) a Transfer by a Member to the Corporation PubCo or any of its Subsidiaries, or ; (b) a Transfer by any Member to an such Member’s spouse, any lineal ascendants or descendants or trusts or other entities in which such Member or Member’s spouse, lineal ascendants or descendants are the sole beneficial owners; or (c) a Transfer to a partner, shareholder, member or Affiliate of such Member (which may include special purpose investment vehicles wholly owned by one or pursuant to applicable laws of descent and distribution or among such Member’s Family Groupmore Affiliated investment funds but shall not include portfolio companies); provided thatprovided, however, 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 Units Transferred; provided however that, (1A) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units, and (2B) in the case of the foregoing clause clauses (b) and (c), the Permitted Transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this AgreementAgreement and, and prior to such Transfer the transferor will deliver a written notice to the CompanyCompany and the Members, which notice will disclose in reasonable detail the identity of the proposed Permitted Transfereetransferee. In the case of a Permitted Transfer of any Common Units by any Units, the transferring Member that is authorized shall be required 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 an equal number of shares of Class B Common Stock equal corresponding to the number proportion of such Member’s 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(b).

Permitted Transfers. The Except as otherwise provided in ------------------- this Agreement, the restrictions contained in Section 10.01 3.1(a) of this Agreement with respect to Transfers of Stock shall not apply to to: (a) any of the following Transfers (each, a “Permitted Transfer” and each transferee, a “Permitted Transferee”): (a)(i) a Transfer pursuant to a Redemption Stockholder or Direct Exchange in accordance with Article XI hereof or (ii) to a Transfer designee of a Stockholder permitted by a Member to the Corporation or any of its Subsidiaries, or this Agreement; (b) a any Transfer to an Affiliate any wholly-owned subsidiary or parent entity of any Stockholder, or any other wholly- owned subsidiary of such Member or pursuant to applicable laws of descent and distribution or among such Member’s Family Group; provided that, parent entity (x) Units may not be Transferred it being understood with respect to a Member’s spouse in connection with wholly-owned subsidiary or parent entity or other wholly-owned subsidiary of such parent entity that the later sale of such subsidiary or any shares of capital stock of such subsidiary or parent entity or any other wholly-owned subsidiary of such parent entity would constitute an indirect sale of Stock by such corporate Stockholder which sale may only be made within the terms of this Agreement); (c) any Transfer that would not violate the Company's obligations under Section 2.1 of the Consent and Amendment to Management Agreements, each dated as of February 24, 1999, among the Company, the respective tenant and the respective property of manager named therein by Five Arrows to a divorce proceeding third party (a "Section 3.3.(c) Transferee") which has a similar reputation and financial stability to that of Five Arrows and which is not a direct competitor of CHP; (d) any Transfer to the members, partners or stockholders of any Stockholder; (e) any Transfer to a party to this Agreement; and (yf) such Member retains exclusive voting control any Transfer approved by the unanimous vote of the Units TransferredBoard; provided however thatprovided, that (1) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units, and (2i) in the case each of the foregoing clause clauses (ba) through (f), the Permitted Transferees of the Units so Transferred shall agree in writing to be bound by 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 prior to comply with all of the provisions of this Agreement in accordance with Section 3.1(b) and each such Transfer Permitted Transferee shall be deemed to take such securities subject to all of the transferor will deliver a written notice other provisions of this Agreement, and shall be deemed to take such securities subject to the Companyrestrictions endorsed thereon, which notice will disclose and any certificates issued by the Company to reflect such transfer shall be appropriately legended, and (ii) in reasonable detail the identity of the proposed Permitted Transferee. 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 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 in accordance with so acquiring Stock, as a successor or assignee hereunder, be deemed to take such securities subject to all of the other provisions of this Section 10.02Agreement, and shall be deemed to take 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 securities subject to the additional limitations set forth in Section 10.07(b)restrictions endorsed thereon, and any certificates issued by the Company to reflect such Transfer shall be appropriately legended.

Permitted Transfers. The restrictions contained in Section 10.01 shall not apply to any of the following Transfers (each, a “Permitted Transfer” and each transferee, a “Permitted Transferee”): (a)(ii)(A) a Transfer pursuant to a Redemption or Direct Exchange in accordance with Article XI hereof or (iiB) a Transfer by a Member to the Corporation or any of its Subsidiaries, or (bii) a Transfer to an Affiliate of such Member or pursuant to applicable laws of descent and distribution or among such Member’s Family Group; provided thatprovided, however, 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 Units Transferred; provided however that, (1) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units, and (2y) in the case of the foregoing clause (bii), the Permitted Transferees of the Units so Transferred shall at the time of the Permitted Transfer agree in writing to be bound by the provisions of this Agreement, and prior to such Transfer the transferor will deliver a written notice to the CompanyCompany and the Members, which notice will disclose in reasonable detail the identity of the proposed Permitted Transferee. If a Permitted Transfer pursuant to clause (ii) of the immediately preceding sentence would result in a Change of Control, such Member must provide the Manager with written notice of such proposed Permitted Transfer at least sixty (60) calendar days prior to the consummation of such Permitted Transfer. In the case of a Permitted Transfer of any Common Units by any Member that is authorized to hold holding Class B V 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 V 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(b).

Permitted Transfers. The restrictions contained in Section 10.01 shall not apply to any of the following Transfers (each, a “Permitted Transfer” and each transferee, a “Permitted Transferee”): (a)(ii)(A) a Transfer pursuant to a Redemption or Direct Exchange in accordance with Article XI hereof or that are necessary to comply with Sections 3.04 or 3.05 as determined by the Manager, or (iiB) a Transfer by a Member to the Corporation or any of its Subsidiaries, or (bii) a Transfer to an Affiliate of such Member or pursuant to applicable laws of descent and distribution or among such Member’s Family Group; provided thatprovided, however, 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 Units Transferred; provided however that, (1) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units, and (2y) in the case of the foregoing clause (bii), the Permitted Transferees of the Units so Transferred shall at the time of the Permitted Transfer agree in writing to be bound by the provisions of this Agreement, and prior to such Transfer the transferor will deliver a written notice to the CompanyCompany and the Members, which notice will disclose in reasonable detail the identity of the proposed Permitted Transferee. If a Permitted Transfer pursuant to clause (ii) of the immediately preceding sentence would result in a Change of Control, such Member must provide the Manager with written notice of such proposed Permitted Transfer at least sixty (60) calendar days prior to the consummation of such Permitted Transfer. In the case of a Permitted Transfer of any Common Units by any Member that is authorized to hold holding 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 in the transaction to such Permitted Transferee) . In the case of a Permitted Transfer of any Common Units by any Member holding Class C Common Stock to a Permitted Transferee in accordance with this Section 10.02, such Member shall also transfer a number of shares of Class C Common Stock equal to the number of Common Units that were transferred by such Member in the transaction to such Permitted Transferee. All Permitted Transfers are subject to the additional limitations set forth in Section 10.07(b).

Permitted Transfers. The restrictions contained in Section 10.01 10.01(a) shall not apply to any of the following Transfers Transfer (eacheach such Transfer, and together with any Transfer approved pursuant to Section 10.01(b), a “Permitted Transfer” and each transferee, a “Permitted Transferee”): ) pursuant to (a)(ii)(A) a Transfer pursuant to Change of Control Transaction, (B) a Redemption or Direct Exchange in accordance with Article XI hereof or (iiC) a Transfer by a Member to the Corporation or any of its Subsidiaries; (ii) a Transfer by any Member to such Member’s spouse, any lineal ascendants or descendants or trusts or other entities in which such Member or Member’s spouse, lineal ascendants or descendants hold (band continue to hold while such trusts or other entities hold Units) 50% or more of such entity’s beneficial interests; (iii) the laws of descent and distribution and (iv) a Transfer to an Affiliate of such Member or pursuant to applicable laws of descent and distribution or among such Member’s Family Group; provided thatprovided, however, 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 Units Transferred; provided however that, (1A) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units, and (2B) in the case of the foregoing clause clauses (bii), (iii) and (iv), the Permitted Transferees transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this AgreementAgreement and, and prior to such Transfer the transferor will deliver a written notice to the CompanyCompany and the Members, which notice will disclose in reasonable detail the identity of the proposed Permitted Transfereetransferee. In the case of a Permitted Transfer by SG Holding I or SG Holding 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 transferee in accordance with this Section 10.02, such Member SG Holding I or SG Holding (or any subsequent Permitted Transferee of such Membertransferee thereof) shall be required to also transfer a Transfer an equal number of shares of Class B Common Stock equal corresponding to the number proportion of such Person’s Common Units that were transferred by such Member (or subsequent Permitted Transferee) Transferred in the transaction Permitted Transfer to such Permitted Transfereetransferee. All Permitted Transfers are subject to the additional limitations set forth in Section 10.07(b).

Permitted Transfers. The restrictions Notwithstanding anything to the contrary contained herein, the right of first refusal and co-sale rights of the Preferred Shareholder as set forth in the Section 10.01 4.2 and Section 4.3 above shall not apply to (a) any sale or transfer of Shares to the Company pursuant to a repurchase right or right of first refusal held by the Company in the event of a termination (either voluntary or involuntary) of employment or consulting relationship; (b) any transfer by an Ordinary Shareholder of up to eight percent (8%) of Ordinary Shares held by such Ordinary Shareholder as of the following Transfers date hereof (eachor such greater amount as may be approved by the Series C Supermajority); and (c) any transfer by an Ordinary Shareholder to trusts or personal holding companies for the benefit of such Ordinary Shareholder or his or her parents, a “Permitted Transfer” children or spouse for bona fide estate planning purposes (each transferee pursuant to the foregoing subsections (a), (b) and each transferee, (c) a “Permitted Transferee”): (a)(i) a Transfer pursuant to a Redemption or Direct Exchange in accordance with Article XI hereof or (ii) a Transfer by a Member ); provided that adequate documentation therefor is provided to the Corporation or Preferred Shareholders to their satisfaction and that any of its Subsidiaries, or (b) a Transfer to an Affiliate of such Member or 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 Units Transferred; provided however that, (1) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units, and (2) in the case of the foregoing clause (b), the Permitted Transferees of the Units so Transferred shall agree Transferee agrees in writing to be bound by the provisions of this Agreement, and prior to such Transfer the transferor will deliver a written notice to the Company, which notice will disclose Agreement in reasonable detail the identity place of the proposed Permitted Transferee. In the case of a Permitted Transfer of relevant transferor; provided, further, (i) that such transferor shall remain liable for any Common Units breach 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 Memberany provision hereunder, and (ii) notwithstanding the foregoing, any Permitted Transfer under Section 4.4(b) 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 remain subject to the additional limitations Right of First Refusal of the Series C Preferred Shareholders (and not the other Preferred Shareholders) set forth in Section 10.07(b)4.2, but shall not be subject to any co-sale right of the Preferred Shareholders set forth in the Section 4.3.

Permitted Transfers. The restrictions contained in Section 10.01 shall not apply to any of the following Transfers Transfer (each, a “Permitted Transfer” and each transferee, a “Permitted Transferee”): ) (a)(ii) pursuant to (A) a Transfer pursuant to Change of Control Transaction, (B) a Redemption or Direct Exchange in accordance with Article XI hereof or (iiC) a Transfer by a Member member to the Corporation or any of its SubsidiariesSubsidiaries (including without limitation pursuant to Article XI hereof), (ii) by any Member to such Member’s spouse, any lineal ascendants or (b) a Transfer to an Affiliate of 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 such entity’s beneficial interests, (iii) pursuant to applicable the laws of descent and distribution or among and (iv) if such Transfer is made by an Original Member’s Family Group; provided that, (x) Units may not be Transferred to a partner, shareholder or member of such Original Member’s spouse in connection with a divorce proceeding and ; provided, however, that (y) such Member retains exclusive voting control of the Units Transferred; provided however that, (1A) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units, and (2B) in the case of the foregoing clause clauses (bii), (iii) and (iv), the Permitted Transferees transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this AgreementAgreement and, and prior to such Transfer the transferor will deliver a written notice to the CompanyCompany and the Members, which notice will disclose in reasonable detail the identity of the proposed Permitted Transfereetransferee. In the case of a Permitted Transfer by any Original Member 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 transferee in accordance with this Section 10.02, such Original Member (or any subsequent Permitted Transferee transferee of such Original Member) shall be required to also transfer a number the fraction of shares of its remaining Class B Common Stock equal ownership corresponding to the number proportion of such Original Member’s (or subsequent transferee’s) Common Units that were transferred by such Member (or subsequent Permitted Transferee) in the transaction to such Permitted Transfereetransferee. All Permitted Transfers are subject to the additional limitations set forth in Section 10.07(b).

Permitted Transfers. The restrictions contained in Section 10.01 shall not apply to any Transfer of the following Transfers Units (each, a “Permitted Transfer” and each transferee”) (i) by a Member to an Affiliate of such Member so long as such Affiliate remains an Affiliate of such Member, a “Permitted Transferee”): (a)(iii) a Transfer by any Existing Member to the holders of equity interests in such Existing Member in connection with the dissolution of such Existing Member or (iii) pursuant to a Redemption or Direct Exchange in accordance with Article XI hereof or hereof; provided, however, that (ii) a Transfer by a Member to the Corporation or any of its Subsidiaries, or (b) a Transfer to an Affiliate of such Member or 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 Units Transferred; provided however that, (1A) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units, Units and (2B) in the case of the foregoing clause clauses (bi) and (ii), the Permitted Transferees transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this Agreement, and prior to such Transfer the transferor will deliver a written notice to the CompanyCompany and the Members, which notice will disclose in reasonable detail the identity of the proposed Permitted Transfereetransferee. In the case of a Permitted Transfer (other than a Redemption or Direct Exchange) by any Existing Member 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 transferee in accordance with this Section 10.02, such Member (or any subsequent Permitted Transferee transferee of such Member) shall be required to also transfer a number of shares of Class B Common Stock equal corresponding to the number of such Member’s (or subsequent transferee’s) Common Units that were transferred by such Member (or subsequent Permitted Transferee) in the transaction to such Permitted Transfereetransferee; and, in the case of a Redemption or Direct Exchange, a number of shares of Class B Common Stock corresponding to the number of such Member’s Common Units that were transferred in such Redemption or Direct Exchange shall be cancelled. All Permitted Transfers are subject to the additional limitations set forth in Section 10.07(b).

Permitted Transfers. The restrictions contained in Section 10.01 shall not apply to any of the following Transfers Transfer (each, a “Permitted Transfer” and each ”) (a) by a Limited Partner to an Affiliate of such Limited Partner, (b) by any transferee pursuant to clause (a) of this sentence, JSTX or RCR to their respective direct or indirect holders of equity interests, (c) by any transferee pursuant to clause (b) of this sentence to any Affiliate of such transferee or any trust, family partnership, or family limited liability company, the sole beneficiaries, partners, or members of which are such transferee or Relatives of such transferee, a “Permitted Transferee”): (a)(id) a Transfer pursuant to an Adjustment Surrender in accordance with Section 3.03(c) or (e) pursuant to a Redemption or Direct Exchange in accordance with Article XI hereof or hereof; provided, however, that (ii) a Transfer by a Member to the Corporation or any of its Subsidiaries, or (b) a Transfer to an Affiliate of such Member or 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 Units Transferred; provided however that, (1i) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units, Units and (2ii) in the case of the foregoing clause clauses (a), (b), and (c), the Permitted Transferees transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this Agreement, and prior to such Transfer the transferor will deliver a written notice to the CompanyPartnership and the Partners, which notice will disclose in reasonable detail the identity of the proposed transferee. All Permitted TransfereeTransfers shall also be subject to the restrictions on the transfer of rights provided under the Amended and Restated Investor and Registration Rights Agreement and the Articles of Incorporation. In the case of a Permitted Transfer (other than a Redemption, Direct Exchange or Adjustment Surrender) by any Limited Partner (other than the Corporation) 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 transferee in accordance with this Section 10.02, such Member Limited Partner (or any subsequent Permitted Transferee transferee of such MemberLimited Partner) shall be required to also transfer a number of shares of the Required Class B Common Stock equal to the number of Common Units that were transferred by such Member (or subsequent Permitted Transferee) Shares and, in the transaction to such Permitted Transfereecase of a Redemption, Direct Exchange or Adjustment Surrender, the Required Class B Shares shall be cancelled. All Permitted Transfers are subject to the additional limitations set forth in Section 10.07(b).

Permitted Transfers. The restrictions contained in Section 10.01 shall not apply to any Transfer of the following Transfers Units (each, a “Permitted Transfer” ”) (a) by a Member to an Affiliate of such Member, (b) by the Existing Owners to any partner, shareholder or member of such Existing Owner, (c) by the Existing Owners to current and each transfereeformer employees of such Existing Owners and their Affiliates (and their trusts), a “Permitted Transferee”): (a)(id) a Transfer upon an individual Member’s death, to an executor, administrator or beneficiary of the estate of the deceased Member or (e) pursuant to a Redemption or Direct Exchange Call Right in accordance with Article XI hereof or hereof; provided, however, that (ii) a Transfer by a Member to the Corporation or any of its Subsidiaries, or (b) a Transfer to an Affiliate of such Member or 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 Units Transferred; provided however that, (1i) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units, Units and (2ii) in the case of the foregoing clause clauses (a), (b) and (c), the Permitted Transferees transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this Agreement, and prior to such Transfer the transferor will deliver a written notice to the CompanyCompany and the Members, which notice will disclose in reasonable detail the identity of the proposed Permitted Transfereetransferee. In the case of a Permitted Transfer (other than pursuant to a Redemption or Call Right) by an Existing Owner 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 transferee in accordance with this Section 10.02, such Member (or any subsequent Permitted Transferee transferee of such Member) shall be required to also transfer or issue, as applicable, a number of shares of Class B Common Stock equal corresponding to the number of such Member’s (or subsequent transferee’s) Common Units that were Transferred in the transaction to such transferee; and, in the case of a Permitted Transfer pursuant to a Redemption or Call Right, a number of shares of Class B Common Stock corresponding to the number of such Member’s Common Units that were transferred by such Member (or subsequent Permitted Transferee) in the transaction to such Permitted TransfereeTransfer shall be cancelled or retired, as applicable. All Permitted Transfers are subject to the additional limitations set forth in Section 10.07(b).

Permitted Transfers. The restrictions contained in Section 10.01 0 shall not apply to any of the following Transfers Transfer (each, a “Permitted Transfer” and each transferee, a “Permitted Transferee”): ) pursuant to (a)(ii) a Transfer pursuant to a Redemption or Direct Exchange in accordance with Article XI hereof or Change of Control Transaction, (ii) a Transfer by a any Member to the Corporation such Member’s spouse, any lineal ascendants or any of its Subsidiaries, descendents or (b) a Transfer to an Affiliate of trusts or other entities in which such Member or Member’s spouse, lineal ascendants or descendents hold (and continue to hold while such trusts or other entities hold Units) 50% or more of such entity’s beneficial interests, (iii) pursuant to applicable the laws of descent and distribution or among and (iv) if such Transfer is made by an Original Member’s Family Group; provided that, (x) Units may not be Transferred a Transfer to a partner, shareholder or member of such Original Member’s spouse in connection with a divorce proceeding and ; provided, however, that (y) such Member retains exclusive voting control of the Units Transferred; provided however that, (1A) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such UnitsUnits pursuant to the foregoing clauses (ii), (iii) and (iv), and (2B) in the case of the foregoing clause (b), the Permitted Transferees transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this AgreementAgreement and, and prior to such Transfer the transferor will deliver a written notice to the CompanyCompany and the Members, which notice will disclose in reasonable detail the identity of the proposed Permitted Transfereetransferee. 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 RIHI to a Permitted Transferee transferee in accordance with this Section 10.0210.2, such Member (or any subsequent Permitted Transferee of such Member) RIHI shall be required to also transfer a number the fraction of shares of its remaining Class B Common Stock equal ownership corresponding to the number proportion of Common RIHI’s Units that were transferred by such Member (or subsequent Permitted Transferee) in the transaction to such Permitted Transferee. All Permitted Transfers are subject transferee, it being understood that in the event such transfer is to any transferee other than Xxxxx X. Xxxxxxx, the additional limitations set forth in Section 10.07(b)voting rights of the Class B Common Stock transferred to such transferee shall be reduced to one vote for each Unit held by such transferee.

Permitted Transfers. The Subject to the Stockholders Agreement, the restrictions contained in Section 10.01 shall not apply to any of the following Transfers (each, a “Permitted Transfer” and each transferee, a “Permitted Transferee”): (a)(ii) (A) a Transfer pursuant to a Redemption or Direct Exchange in accordance with Article XI hereof or that are necessary or desirable to comply with Sections 3.04 or 3.05 as determined by the Manager or (iiB) a Transfer by a Member to the Corporation or any of its SubsidiariesSubsidiaries (including pursuant to Article XI), (ii) with respect to any Person who is an natural person or a member of the Family Group of an individual, a Transfer to a member of such Person’s Family Group, (iii) with respect to any Person who is an individual, the executors, conservators and representatives of such Person in the event of the death or permanent disability of such Person, (iv) with respect to any Person that is an entity (other than any Executive Member), a Transfer to any of such Person’s controlled Affiliates (or Affiliates described in clause (iii) of the definition of Affiliates), (v) with respect to any Stockholder Entity, a Transfer to any Person that is a Stockholder Entity Holder, (vi) with respect to any Summit Investor or Xxxxxxx Investor, a Transfer to any Investor Affiliated Person or (bvii) a Transfer to an Affiliate by a Member that is a natural person for estate-planning purposes of such Member or pursuant to applicable laws an Estate Planning Vehicle of descent and distribution or among such Member’s Family Group; provided thatprovided, however, 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 Units Transferred; provided however that, (1) the restrictions contained in this Agreement will shall continue to apply to Units after any Permitted Transfer of such Units, and (2y) in the case of the foregoing other than clause (bi), the Permitted Transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this Agreement, and prior to such Transfer the transferor will shall deliver a written notice to the CompanyCompany and the Members, which notice will shall disclose in reasonable detail the identity of the proposed Permitted Transferee, (z) in the case of the foregoing clause (vii), with respect to Management Aggregator, (I) an indirect Transfer by virtue of a Management Aggregator Member Transferring any of its equity interests in Management aggregator to a [Family Trust] (as defined in the Management Aggregator LLC Agreement) pursuant to and in accordance with Section [23] of the Management Aggregator LLC Agreement and (II) a distribution of Units to a Management Aggregator Member with respect to such Management Aggregator Member’s interests in Management Aggregator corresponding to such Units, but only if such Management Aggregator Member has notified Management Aggregator in writing under Section [20] of the Management Aggregator LLC Agreement that it desires to have Management Aggregator 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 (y), any such distribution shall (1) occur on the date of, and immediately prior to, the applicable Redemption or Direct Exchange, (2) be accompanied by a distribution by Management Aggregator to the applicable Management Aggregator 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 Aggregator Member’s immediate Transfer of (aa) such distributed Units to the Company or the Corporation (whichever is required by the Redemption or Direct Exchange, as applicable) and (bb) 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 Aggregator 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 Feeder 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 transaction to such Permitted Transferee. All Permitted Transfers are subject to the additional limitations set forth in Section 10.07(b).

Permitted Transfers. The restrictions contained on transfer set forth in Section 10.01 2(a) shall not apply to any of the following Transfers (each, a “Permitted Transfer” and each transferee, a “Permitted Transferee”): (a)(ii) in connection with a Transfer pursuant to a Redemption or Direct Exchange in accordance with Article XI hereof or (ii) a Transfer of Common Stock by a Member to the Corporation or any of its Subsidiaries, or (b) Restricted Stockholder who is a Transfer to an Affiliate of such Member or pursuant to applicable laws of descent and distribution or among such Member’s Family Group; provided thatnatural person, (x) Units may not be Transferred to a Member’s spouse each Immediate Family Member of such Restricted Stockholder and (y) to any trust that is and at all times remains solely for the benefit of the Restricted Stockholder and/or one or more Immediate Family Members of such Restricted Stockholder, (ii) in connection with a divorce proceeding Transfer of Common Stock by a Restricted Stockholder which is an entity, to any of such Restricted Stockholder’s wholly owned Subsidiaries, parent companies that wholly own such Restricted Stockholder and equityholders of such Restricted Stockholder in accordance with such Restricted Stockholder’s governing documents, and (yiii) if the Board in its sole discretion consents to such Member retains exclusive voting control of the Units TransferredTransfer; provided however that, (1) that the restrictions contained in this Agreement will continue to apply be applicable to Units such Common Stock after any Permitted Transfer pursuant to this Section 2(d). At least 15 days prior to the Transfer of such Units, and Common Stock pursuant to this Section 2(d) (2) other than in the case of the foregoing clause Transfers pursuant clauses (bi) or (ii) above, in which case as promptly as practical following such Transfer), the Permitted Transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this Agreement, and prior to such Transfer the transferor transferee(s) will deliver a written notice to the Company, which notice will shall disclose in reasonable detail the identity of such transferee(s). Notwithstanding the proposed foregoing, no Restricted Stockholder hereto shall avoid the provisions of Section 2(a) by (A) making one or more Transfers to one or more Permitted Transferee. In Transferees and then disposing of all or any portion of such party’s interest in any such Permitted Transferee or (B) Transferring the case of a Permitted Transfer securities of any entity holding (directly or indirectly) 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 transaction to such Permitted Transferee. All Permitted Transfers are subject to the additional limitations set forth in Section 10.07(b)Stock.

Permitted Transfers. The Subject to the Stockholders Agreement, the restrictions contained in Section 10.01 shall not apply to any of the following Transfers (each, a “Permitted Transfer” and each transferee, a “Permitted Transferee”): (a)(ii) (A) a Transfer pursuant to a Redemption or Direct Exchange in accordance with Article XI hereof or that are necessary or desirable to comply with Sections 3.04 or 3.05 as determined by the Manager or (iiB) a Transfer by a Member to the Corporation or any of its SubsidiariesSubsidiaries (including pursuant to Article XI), (ii) with respect to any Person who is an natural person or a member of the Family Group of an individual, a Transfer to a member of such Person’s Family Group, (iii) with respect to any Person who is an individual, the executors, conservators and representatives of such Person in the event of the death or permanent disability of such Person, (iv) with respect to any Person that is an entity (other than any Executive Member), a Transfer to any of such Person’s controlled Affiliates (or Affiliates described in clause (iii) of the definition of Affiliates), (v) with respect to any Stockholder Entity, a Transfer to any Person that is a Stockholder Entity Holder, (vi) with respect to any Summit Investor or Xxxxxxx Investor, a Transfer to any Investor Affiliated Person or (bvii) a Transfer to an Affiliate by a Member that is a natural person for estate-planning purposes of such Member or pursuant to applicable laws an Estate Planning Vehicle of descent and distribution or among such Member’s Family Group; provided thatprovided, however, 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 Units Transferred; provided however that, (1) the restrictions contained in this Agreement will shall continue to apply to Units after any Permitted Transfer of such Units, and (2y) in the case of the foregoing other than clause (bi), the Permitted Transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this Agreement, and prior to such Transfer the transferor will shall deliver a written notice to the CompanyCompany and the Members, which notice will shall disclose in reasonable detail the identity of the proposed Permitted Transferee, (z) in the case of the foregoing clause (vii), with respect to Management Aggregator, (I) an indirect Transfer by virtue of a Management Aggregator Member Transferring any of its equity interests in Management aggregator to a Family Trust (as defined in the Management Aggregator LLC Agreement) pursuant to and in accordance with Section 23 of the Management Aggregator LLC Agreement and (II) a distribution of Units to a Management Aggregator Member with respect to such Management Aggregator Member’s interests in Management Aggregator corresponding to such Units, but only if such Management Aggregator Member has notified Management Aggregator in writing under Section 20 of the Management Aggregator LLC Agreement that it desires to have Management Aggregator 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 (y), any such distribution shall (1) occur on the date of, and immediately prior to, the applicable Redemption or Direct Exchange, (2) be accompanied by a distribution by Management Aggregator to the applicable Management Aggregator 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 Aggregator Member’s immediate Transfer of (aa) such distributed Units to the Company or the Corporation (whichever is required by the Redemption or Direct Exchange, as applicable) and (bb) 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 Aggregator 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 Feeder 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 transaction to such Permitted Transferee. All Permitted Transfers are subject to the additional limitations set forth in Section 10.07(b).

Permitted Transfers. The restrictions contained in Section 10.01 shall not apply to any of the following Transfers (each, a “Permitted Transfer” and each transferee, a “Permitted Transferee”): (a)(ii)(A) a Transfer pursuant to a Redemption or Direct Exchange in accordance with Article XI hereof or (iiB) a Transfer by a Member to the Corporation or any of its Subsidiaries, or (bii) a Transfer to an Affiliate of such Member or pursuant to applicable laws of descent and distribution or among such Member’s Family Group; provided thatprovided, however, 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 Units Transferred; provided however that, (1) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units, and (2y) in the case of the foregoing clause (bii), the Permitted Transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this Agreement, and prior to such Transfer the transferor will deliver a written notice to the CompanyCompany and the Members, which notice will disclose in reasonable detail the identity of the proposed Permitted Transferee, (iii) in the case of Management Feeder, (A) an indirect Transfer by virtue of a Management Feeder Member Transferring any of its equity interests in Management Feeder to a Family Trust (as defined in the Management Feeder LLC Agreement) pursuant to and in accordance with Section 23 of the Management Feeder LLC Agreement and (B) a distribution of Units to a Management Feeder Member with respect to such Management Feeder Member’s interests in Management Feeder corresponding to such Units, but only if such Management Feeder Member has notified Management Feeder in writing under Section 20 of the Management Feeder LLC Agreement that it desires to have Management Feeder 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 distribution by Management Feeder to the applicable Management Feeder 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 Feeder 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 Feeder 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 Feeder Member shall be deemed null and void and shall have no effect), or (iv) in the case of NVX Holdings, a distribution of Units to any stockholder of NVX Holdings provided that, in the case of this clause (iv), any such distribution shall (A) be accompanied by a distribution to any such stockholder of NVX Holdings of a number of shares of Class B Common Stock equal to the number of Units so distributed and (B) be conditioned on any such stockholder of NVX Holdings immediately initiating the Redemption or Direct Exchange provisions of Article XI hereof with respect to such Units and immediately thereafter Transferring (1) such distributed Units to the Company or the Corporation (whichever is required by the Redemption or Direct Exchange, as applicable) and (2) such distributed shares of Class B Common Stock to the Corporation, in each case, in accordance with Article XI hereof (and if the applicable stockholder of NVX Holdings 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 any such stockholder of NVX Holdings 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 transaction to such Permitted Transferee. All Permitted Transfers are subject to the additional limitations set forth in Section 10.07(b).

Permitted Transfers. The restrictions contained in Section 10.01 10.1 shall not apply to any of the following Transfers Transfer (each, a “Permitted Transfer” and each transferee, a “Permitted Transferee”): ) in connection with: (a)(i) a Transfer an “Exchange” pursuant to a Redemption or Direct the terms of the Exchange in accordance with Article XI hereof Agreement (as defined therein) or (ii) a Transfer by a Member to the Corporation PubCo or any of its Subsidiaries, or ; (b) a Transfer by any Member to an such Member’s spouse, any lineal ascendants or descendants or trusts or other entities in which such Member or Member’s spouse, lineal ascendants or descendants are the sole beneficial owners; (c) a Transfer to a partner, shareholder, member or Affiliate of such Member (which may include special purpose investment vehicles wholly owned by one or pursuant more Affiliated investment funds but shall not include portfolio companies); or (d) a Transfer by a Member to applicable laws of descent and distribution or among such any other Member’s Family Group; provided thatprovided, however, 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 Units Transferred; provided however that, (1A) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units, and (2B) in the case of the foregoing clause clauses (b) and (c), the Permitted Transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this AgreementAgreement and, the transferor will deliver a written notice to the Company and prior the Members, which notice will disclose in reasonable detail the identity of the proposed transferee and the number of Units to such Transfer be transferred and (C) in the case of the foregoing clause (d), the transferor will deliver a written notice to the Company, which notice will disclose in reasonable detail the identity of the proposed Permitted Transfereetransferee and the number of Units to be transferred. In the case of a Permitted Transfer of any Common Units by any Units, the transferring Member that is authorized shall be required 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 an equal number of shares of Class B Common Stock equal corresponding to the number proportion of such Member’s 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(b10.7(b).

Permitted Transfers. The restrictions contained in Section 10.01 9.2(a) shall not apply to any of the following Transfers (each, a “Permitted Transfer” and each transferee, a “Permitted Transferee”): (a)(i) a Transfer pursuant to (i) a Redemption or Direct Exchange in accordance with Article XI hereof or Public Sale, (ii) a Transfer by a Member to the Corporation or any of its Subsidiariesan Approved Sale, (iii) Section 6.9, or (biv) a Transfer to an Affiliate of such Member or pursuant to applicable laws of descent and distribution or among such Member’s Family Group; Class B Holder Exempt Transfer, 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 Units Transferred; provided however that, (1) the that all restrictions contained in this Agreement will continue to apply to the Units after any Permitted such Transfer pursuant to clause (v) above and the transferees of such Units, and (2) in the case of the foregoing Units pursuant to such clause (b), the Permitted Transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this Agreement, and prior to Agreement without which written agreement any such Transfer shall be invalid and void. If the consummation of a Transfer pursuant to this Section 9.2(c) would cause an Approved Sale to occur, the provisions of Section 12.9(a) shall control such Transfer. Upon the Transfer of Units pursuant to clause (ii) of this Section 9.2(c), the transferor will deliver a written notice to the CompanyCompany and the other parties to this Agreement, which notice will disclose in reasonable detail the identity of such transferee. Notwithstanding anything in this Agreement to the proposed Permitted Transferee. In contrary, in connection with any Transfer permitted pursuant to this Section 9.2(c), 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 Holder shall have the Corporation’s certificate of incorporation right to Transfer a Permitted Transferee in accordance with this Section 10.02, such Member (or any subsequent Permitted Transferee of such Member) shall also transfer a proportionate number of shares of the Class B Common Stock Holder (the “Blocker Shares”) (based on the proportion of its directly or indirectly owned Units being sold), rather than the Units owned by the Class B Holder, on terms and conditions no less favorable to the Class A Holder than the terms and conditions of such transaction with respect to the Transfer of Units, including the right to sell the Blocker Shares to the purchaser in such Transfer for a price equal to the number of Common Units amount that were transferred by the Class B Holder would have otherwise received in such Member (or subsequent Permitted Transferee) in Transfer if the transaction to such Permitted Transferee. All Permitted Transfers are subject to the additional limitations set forth in Section 10.07(b)Class B Holder had sold its Units.

Permitted Transfers. The restrictions contained in Section 10.01 shall not apply to any of the following Transfers Transfer (each, a “Permitted Transfer” and each ”) (i) by a Limited Partner to an Affiliate of such Limited Partner, (ii) by Contributor to the direct or indirect holders of equity interests in Contributor, (iii) by any transferee pursuant to clause (ii) of this sentence to any Affiliate of such transferee or any trust, family partnership, or family limited liability company, the sole beneficiaries, partners, or members of which are such transferee or Relatives of such transferee, a “Permitted Transferee”): or (a)(iiv) a Transfer pursuant to a Redemption or Direct Exchange in accordance with Article XI hereof or hereof; provided, however, that (ii) a Transfer by a Member to the Corporation or any of its Subsidiaries, or (b) a Transfer to an Affiliate of such Member or 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 Units Transferred; provided however that, (1A) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units, Units and (2B) in the case of the foregoing clause clauses (bi), (ii), and (iii), the Permitted Transferees transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this Agreement, and prior to such Transfer the transferor will deliver a written notice to the CompanyPartnership and the Partners, which notice will disclose in reasonable detail the identity of the proposed Permitted Transfereetransferee. In the case of a Permitted Transfer (other than a Redemption or Direct Exchange) by any Limited Partner (other than the Corporation) 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 transferee in accordance with this Section 10.02, such Member Limited Partner (or any subsequent Permitted Transferee transferee of such MemberLimited Partner) shall be required to also transfer a number of shares of Class B C Common Stock equal corresponding to the number of such Limited Partner’s (or subsequent transferee’s) Common Units that were transferred by such Member (or subsequent Permitted Transferee) in the transaction to such Permitted Transfereetransferee; and, in the case of a Redemption or Direct Exchange, a number of shares of Class C Common Stock corresponding to the number of such Limited Partner’s Common Units that were transferred in such Redemption or Direct Exchange shall be cancelled. All Permitted Transfers are subject to the additional limitations set forth in Section 10.07(b).

Permitted Transfers. The restrictions contained in Section 10.01 shall not apply to any of the following Transfers (each, a “Permitted Transfer” and each transferee, a “Permitted Transferee”): (a)(ii)(A) a Transfer pursuant to a Redemption or Direct Exchange in accordance with Article XI hereof or that are necessary or desirable to comply with Sections 3.04 or 3.05 as determined by the Manager or (iiB) a Transfer by a Member to the Corporation or any of its Subsidiaries, or (bii) a Transfer to an Affiliate of such Member; (iii) Permitted Upstream Transfers; (iv) a Transfer by a Member that is a natural person for estate-planning purposes of such Member to an Estate Planning Vehicle of such Member or pursuant to applicable laws (v) in the case of descent and distribution or among such Member’s Family Groupeach of a Brookwood Related Party, a Permitted Pledge; provided thatprovided, however, 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 Units Transferred; provided however that, (1) the restrictions contained in this Agreement will shall continue to apply to Units after any Permitted Transfer of such Units, and (2y) in the case of the foregoing clause (bii), the Permitted Transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this Agreement, and prior to such Transfer the transferor will shall deliver a written notice to the CompanyCompany and the Members, which notice will shall disclose in reasonable detail the identity of the proposed Permitted TransfereeTransferee and (z) in the case of clause (v), in the event that the lender to whom the applicable Common Units have been pledged forecloses on such Common Units, such Common Units shall automatically be exchanged for Class A Common Stock, and any shares of Class B Common Stock (together with any Corresponding Rights) corresponding to such Common Units shall be canceled and retired, in each case, with the provisions of Article XI applying to such Transfer mutatis mutandis (applied for this purpose as if the Corporation had delivered an Election Notice that specified a Share Settlement with respect to such Redemption, and with the applicable Redemption Date occurring on the date of such foreclosure) such that, for the avoidance of doubt, the applicable lender shall never take ownership of such Common Units or shares of Class B Common Stock (and shall not become a Member 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 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 transaction to such Permitted Transferee. All Permitted Transfers are subject to the additional limitations set forth in Section 10.07(b).

Permitted Transfers. The restrictions contained in Section 10.01 shall not apply to any of the following Transfers (each, a “Permitted Transfer” and each transferee, a “Permitted Transferee”): (a)(ii)(A) a Transfer pursuant to a Redemption or Direct Exchange in accordance with Article XI hereof or (iiB) a Transfer by a Member to the Corporation or any of its Subsidiaries, or (bii) a Transfer to an Affiliate of such Member or pursuant to applicable laws of descent and distribution or among such Member’s Family Group; provided thatprovided, however, 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 Units Transferred; provided however that, (1) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units, and (2y) in the case of the foregoing clause (bii), the Permitted Transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this Agreement, and prior to such Transfer the transferor will deliver a written notice to the CompanyCompany and the Members, which notice will disclose in reasonable detail the identity of the proposed Permitted Transferee. In , (iii) in the case of Management Feeder, (A) an indirect Transfer by virtue of a Permitted Transfer Management Feeder Member Transferring any of any Common Units by any Member that is authorized its equity interests in Management Feeder to hold Class B Common Stock a Family Trust (as defined in the Management Feeder LLC Agreement) pursuant to and in accordance with Section 23 of the Corporation’s certificate Management Feeder LLC Agreement and (B) a distribution of incorporation Units to a Permitted Transferee Management Feeder Member with respect to such Management Feeder Member’s interests in accordance Management Feeder corresponding to such Units, but only if such Management Feeder Member has notified Management Feeder in writing under Section 20 of the Management Feeder LLC Agreement that it desires to have Management Feeder initiate the Redemption or Direct Exchange provisions of Article XI hereof with respect to such Units, and provided that, in the case of this Section 10.02clause (iii), any such distribution shall (1) occur on the date of, and immediately prior to, the applicable Redemption or Direct Exchange, (2) be accompanied by a distribution by Management Feeder to the applicable Management Feeder 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 Units so distributed and (3) be conditioned on the Management Feeder 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 Feeder Member fails to effect any such immediate Transfer of such Units that were transferred by or shares of Class B Common Stock, the distribution of such Units and shares of Class B Common Stock to such Management Feeder Member shall be deemed null and void and shall have no effect), or (or subsequent Permitted Transfereeiv) in the transaction case of NVX Holdings, a distribution of Units to any stockholder of NVX Holdings provided that, in the case of this clause (iv), any such distribution shall (A) be accompanied by a distribution to any such stockholder of NVX Holdings of a number of shares of Class B Common Stock equal to the number of Units so distributed and (B) be conditioned on any such stockholder of NVX Holdings immediately initiating the Redemption or Direct Exchange provisions of Article XI hereof with respect to such Permitted Transferee. All Permitted Transfers are subject Units and immediately thereafter Transferring (1) such distributed Units to the additional limitations set forth in Section 10.07(b).Company or the Corporation (whichever is required by the Redemption or Direct Exchange, as

Permitted Transfers. The restrictions contained in Section 10.01 shall not apply to any of the following Transfers Transfer (each, a “Permitted Transfer” and each ”) (i) by a Member to an Affiliate of such Member, (ii) by a Member to any partner, shareholder or member of such Member, (iii) by any transferee pursuant to clause (ii) of this sentence to any Affiliate of such transferee or any trust, family partnership or family limited liability company, the sole beneficiaries, partners or members of which are such transferee or Relatives of such transferee, a “Permitted Transferee”): or (a)(iiv) a Transfer pursuant to a Redemption or Direct Exchange in accordance with Article XI hereof or hereof; provided, however, that (ii) a Transfer by a Member to the Corporation or any of its Subsidiaries, or (b) a Transfer to an Affiliate of such Member or 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 Units Transferred; provided however that, (1A) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units, Units and (2B) in the case of the foregoing clause clauses (bi) and (ii), the Permitted Transferees transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this Agreement, and prior to such Transfer the transferor will deliver a written notice to the CompanyCompany and the Members, which notice will disclose in reasonable detail the identity of the proposed Permitted Transfereetransferee. In the case of a Permitted Transfer (other than a Redemption or Direct Exchange) by any Vantage Member 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 transferee in accordance with this Section 10.02, such Member (or any subsequent Permitted Transferee transferee of such Member) shall be required to also transfer 1/1000th of a number of shares share of Class B A Preferred Stock in respect of each Common Stock equal to the number of Common Units Unit that were was transferred by such Member (or subsequent Permitted Transferee) in the transaction to such Permitted Transfereetransferee; and, in the case of a Redemption or Direct Exchange, 1/1000th of a share of Class A Preferred Stock in respect of each Common Unit that was transferred in such Redemption or Direct Exchange shall be cancelled. All Permitted Transfers are subject to the additional limitations set forth in Section 10.07(b).

Permitted Transfers. The restrictions contained in Section 10.01 10.1 shall not apply to any of the following Transfers Transfer (each, a ““ Permitted Transfer” and each transferee, a “Permitted Transferee”): ) in connection with: (a)(i) a Transfer an “Exchange” pursuant to a Redemption or Direct the terms of the Exchange in accordance with Article XI hereof Agreement (as defined therein) or (ii) a Transfer by a Member to the Corporation PubCo or any of its Subsidiaries, or ; (b) a Transfer by any Member to an such Member’s spouse, any lineal ascendants or descendants or trusts or other entities in which such Member or Member’s spouse, lineal ascendants or descendants are the sole beneficial owners; (c) a Transfer to a partner, shareholder, member or Affiliate of such Member (which may include special purpose investment vehicles wholly owned by one or pursuant more Affiliated investment funds but shall not include portfolio companies); or (d) a Transfer by a Member to applicable laws of descent and distribution or among such any other Member’s Family Group; provided thatprovided, however, 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 Units Transferred; provided however that, (1A) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units, and (2B) in the case of the foregoing clause clauses (b) and (c), the Permitted Transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this AgreementAgreement and, the transferor will deliver a written notice to the Company and prior the Members, which notice will disclose in reasonable detail the identity of the proposed transferee and the number of Units to such Transfer be transferred and (C) in the case of the foregoing clause (d), the transferor will deliver a written notice to the Company, which notice will disclose in reasonable detail the identity of the proposed Permitted Transfereetransferee and the number of Units to be transferred. In the case of a Permitted Transfer of any Common Units by any Units, the transferring Member that is authorized shall be required 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 an equal number of shares of Class B Common Stock equal corresponding to the number proportion of such Member’s 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(b10.7(b).

Permitted Transfers. The restrictions contained in Section 10.01 shall not apply to any Transfer of the following Transfers Units (each, a “Permitted Transfer” ”) (a) by a Member to an Affiliate of such Member, (b) by the Existing Owners to any partner, shareholder or member of such Existing Owner, (c) by a Member to any other Member pursuant to the Rock Ridge Transaction Agreement or the Source Transaction Agreement, (d) by the Existing Owners to current and each transfereeformer employees of such Existing Owners and their Affiliates (and their trusts), a “Permitted Transferee”): (a)(ie) a Transfer upon an individual Member’s death, to an executor, administrator or beneficiary of the estate of the deceased Member or (f) pursuant to a Redemption or Direct Exchange Call Right in accordance with Article XI hereof or hereof; provided, however, that (ii) a Transfer by a Member to the Corporation or any of its Subsidiaries, or (b) a Transfer to an Affiliate of such Member or 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 Units Transferred; provided however that, (1i) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units, Units and (2ii) in the case of the foregoing clause clauses (a) and (b), the Permitted Transferees transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this Agreement, and prior to such Transfer the transferor will deliver a written notice to the CompanyCompany and the Members, which notice will disclose in reasonable detail the identity of the proposed Permitted Transfereetransferee. In the case of a Permitted Transfer (other than a Redemption or Call Right) by an Existing Owner 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 transferee in accordance with this Section 10.02, such Member (or any subsequent Permitted Transferee transferee of such Member) shall be required to also transfer or issue, as applicable, a number of shares of Class B Common Stock equal corresponding to the number of such Member’s (or subsequent transferee’s) Common Units that were Transferred in the transaction to such transferee; and, in the case of a Redemption or Call Right, a number of shares of Class B Common Stock corresponding to the number of such Member’s Common Units that were transferred by in such Member (Redemption or subsequent Permitted Transferee) in the transaction to such Permitted TransfereeCall Right shall be cancelled or retired, as applicable. All Permitted Transfers are subject to the additional limitations set forth in Section 10.07(b).

Permitted Transfers. The restrictions contained in this Section 10.01 1 ------------------- shall not apply with respect to any Transfer of Securities (i) in the following Transfers (eachcase of any natural Person, a “Permitted Transfer” and each transferee, a “Permitted Transferee”): (a)(i) a Transfer pursuant to a Redemption or Direct Exchange in accordance with Article XI hereof or (ii) a Transfer by a Member to the Corporation or any of its Subsidiaries, or (b) a Transfer to an Affiliate of such Member or pursuant to applicable laws of descent and distribution or among such Member’s Person's Family Group; provided thatGroup (as defined below), (xii) in the case of any other Person, among its Affiliates, (iii) which are Preferred Units may with the consent of the Board, which consent shall not be unreasonably withheld, or (iv) which are Common Units Transferred as part of a sale of Preferred Units or Subordinated Note (transferees permitted pursuant to a Member’s spouse in connection with a divorce proceeding clauses (i), (ii), (iii) and (yiv) such Member retains exclusive voting control of the Units Transferredabove are collectively referred to herein as "Permitted Transferees"); provided however that--------------------- provided, (1) that the restrictions contained in this Agreement will Section 1 shall continue to apply be -------- applicable to Units such Securities after any Permitted such Transfer; and provided, further, -------- ------- that Units which are not deemed to be Preferred Units or Common Units pursuant to the LLC Agreement may not be transferred in any event; and provided, further, -------- ------- that the applicable requirements specified in Sections 2 and 3 in connection with such Transfer shall have been satisfied. A Person's "Family Group" means ------------ such Person's (or if such Person is not an individual then such Person shall refer to the ultimate individual beneficial owners of such Units, and (2) in the case of the foregoing clause (bPerson), spouse, parents, siblings and descendants (whether natural or adopted) and any trust or other vehicle formed solely for the Permitted Transferees benefit of such Person and/or any of such Person's spouse, parents, siblings and/or descendants. Notwithstanding the Units so Transferred foregoing, no party hereto shall agree in writing to be bound by avoid the provisions of this Agreement, Agreement by making one or more transfers to one or more Permitted Transferees and prior to such Transfer the transferor will deliver a written notice to the Company, which notice will disclose in reasonable detail the identity then disposing of the proposed Permitted Transferee. 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 (all or any subsequent Permitted Transferee portion 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) party's interest in the transaction to any such Permitted Transferee. All Permitted Transfers are subject to the additional limitations set forth in Section 10.07(b).

Permitted Transfers. The restrictions contained in Section 10.01 shall not apply to any of the following Transfers Transfer (each, a “Permitted Transfer” and each ”) (i) by a Limited Partner to an Affiliate of such Limited Partner, (ii) by HMH, the Kingfisher Contributor or the Riverstone Contributor to the direct or indirect holders of equity interests in HMH, the Kingfisher Contributor or the Riverstone Contributor, respectively, (iii) by any transferee pursuant to clause (ii) of this sentence to any Affiliate of such transferee or any trust, family partnership or family limited liability company, the sole beneficiaries, partners or members of which are such transferee or Relatives of such transferee, a “Permitted Transferee”): or (a)(iiv) a Transfer pursuant to a Redemption or Direct Exchange in accordance with Article XI hereof or hereof; provided, however, that (ii) a Transfer by a Member to the Corporation or any of its Subsidiaries, or (b) a Transfer to an Affiliate of such Member or 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 Units Transferred; provided however that, (1A) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units, (B) neither HMH nor the Kingfisher Contributor shall transfer any interest in any Units in violation of the Xxxx Xxxx Contribution Agreement or Kingfisher Contribution Agreement, respectively, and (2C) in the case of the foregoing clause clauses (bi), (ii) and (iii), the Permitted Transferees transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this Agreement, and prior to such Transfer the transferor will deliver a written notice to the CompanyPartnership and the Partners, which notice will disclose in reasonable detail the identity of the proposed Permitted Transfereetransferee. In the case of a Permitted Transfer (other than a Redemption or Direct Exchange) by any Limited Partner (other than the Corporation) 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 transferee in accordance with this Section 10.02, such Member Limited Partner (or any subsequent Permitted Transferee transferee of such MemberLimited Partner) shall be required to also transfer a number of shares of Class B C Common Stock equal corresponding to the number of such Limited Partner’s (or subsequent transferee’s) Common Units that were transferred by such Member (or subsequent Permitted Transferee) in the transaction to such Permitted Transfereetransferee; and, in the case of a Redemption or Direct Exchange, a number of shares of Class C Common Stock corresponding to the number of such Limited Partner’s Common Units that were transferred in such Redemption or Direct Exchange shall be cancelled. All Permitted Transfers are subject to the additional limitations set forth in Section 10.07(b).

Permitted Transfers. The restrictions contained in Section 10.01 shall not apply to any of the following Transfers (each, a “Permitted Transfer” and each transferee, a “Permitted Transferee”): (a)(i) a Transfer pursuant to a Redemption or Direct Exchange in accordance with Article XI hereof or (ii) a Transfer by a Member to the Corporation or any of its Subsidiaries, or (b) a Transfer to an Affiliate of such Member or 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 Units Transferred; provided however that, (1) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units, and (2) in the case of the foregoing clause (b), the Permitted Transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this Agreement, and prior to such Transfer the transferor will deliver a written notice to the CompanyCompany and 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 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 transaction to such Permitted Transferee. All Permitted Transfers are subject to the additional limitations set forth in Section 10.07(b).

Permitted Transfers. The Subject to the succeeding three sentences of this Section 5(c), the restrictions contained in this Section 10.01 5 shall not apply with respect to any Transfer of the following Transfers (each, a “Permitted Transfer” and each transferee, a “Permitted Transferee”): (a)(i) a Transfer pursuant to a Redemption or Direct Exchange in accordance with Article XI hereof or (ii) a Transfer Units by a Member to the Corporation or any of its Subsidiaries, or (b) a Transfer to an Affiliate of such Member or Options by any Option Holder (i) in the case of an individual Member or Option Holder, pursuant to applicable laws of descent and distribution or among to such Member’s Family Group; provided thator Option Holder’s parent, (x) Units may not be Transferred to spouse, descendants or a Member’s spouse in connection with a divorce proceeding and (y) such Member retains exclusive voting control trust formed exclusively for the benefit of one or more of the Units Transferred; provided however thatforegoing, or (1) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units, and (2ii) in the case of any Member or Option Holder that is an entity, any Transfer (including by way of distribution) to its members, partners or shareholders in respect of and in direct proportion to such member’s, partner’s or shareholder’s ownership of other interest in such entity, or any Transfer to its Affiliates, employees, directors, advisors, consultants or employees, directors, advisors or consultants of its Affiliates. All transferees of Transfers permitted under this Section 5(c) are collectively referred to herein as “Permitted Transferees” and such transferred Member Interests shall remain subject to the foregoing clause (b)terms of this Agreement and any restrictions on Transfer set forth in the Operating Agreement. A Permitted Transferee of Units or Options may Transfer such Units or Options pursuant to this Section 5(c) only to the transferor Member or Option Holder, as the case may be, or to a Person that is a Permitted Transferees Transferee of such transferor Member or Option Holder, as the Units so Transferred case may be. No Member or Option Holder shall agree in writing to be bound by avoid the provisions of this Agreement, Agreement by making one or more Transfers to one or more Permitted Transferees and prior to such Transfer the transferor will deliver a written notice to the Company, which notice will disclose in reasonable detail the identity then disposing of the proposed Permitted Transferee. 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 (all or any subsequent Permitted Transferee portion 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) party’s interest in the transaction to any such Permitted Transferee. All Permitted Transfers are subject to the additional limitations set forth , and any Transfer or attempted Transfer in Section 10.07(b)violation of this covenant shall be null and void ab initio.

Permitted Transfers. The restrictions contained in Section 10.01 shall not apply to any of the following Transfers (each, a “Permitted Transfer” and each transferee, a “Permitted Transferee”): (a)(ii)(A) a Transfer pursuant to a Redemption or Direct Exchange in accordance with Article XI hereof or (iiB) a Transfer by a Member to the Corporation or any of its Subsidiaries, or (bii) a Transfer to an Affiliate of such Member or pursuant to applicable laws of descent and distribution or among such Member’s Family Group; Group (provided that, 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 Units Transferred); provided however thatprovided, however, that (1x) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units, and (2y) in the case of the foregoing clause (bii), the Permitted Transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this Agreement, and prior to such Transfer the transferor will deliver a written notice to the CompanyCompany and the Members, which notice will disclose in reasonable detail the identity of the proposed Permitted Transferee, or (iii) in the case of Management Holdings, (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 Units Transferred) and (B) a distribution of Units to a Management Holdings Member with respect to such Management Holdings Member’s interests in Management Holdings corresponding to such Units, but only if such Management Holdings Member has notified Management Holdings in writing under Section 9.1.1 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 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 transaction to such Permitted Transferee. All Permitted Transfers are subject to the additional limitations set forth in Section 10.07(b).

Permitted Transfers. The restrictions contained in Section 10.01 shall not apply to any of the following Transfers Transfer (each, together with any Transfer pursuant to and in accordance with the Exchange Agreement, a “Permitted Transfer” and each transferee, a “Permitted Transferee”): (a)(i) a Transfer pursuant to a Redemption or Direct Exchange in accordance with Article XI hereof or (i) Section 4.2(a)(iii) of the Stockholders Agreement, (ii) a Transfer by a Member to the Corporation Newco or any of its Subsidiaries, or Subsidiaries and (biii) a Transfer to an Affiliate of such Member or pursuant to applicable laws of descent and distribution or among such Member’s Family Group; provided thatprovided, however, 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 Units Transferred; provided however that, (1A) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units, and (2B) in the case of the foregoing clause (biii), the Permitted Transferees transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this Agreement and the Exchange Agreement, and prior to such Transfer the transferor will deliver a written notice to the CompanyCompany and the Members, which notice will disclose in reasonable detail the identity of the proposed transferee. If a Member Transfers Units pursuant to the foregoing clause (iii) and, while the Transferee continues to hold any Units, such Permitted Transferee ceases to qualify as an Affiliate (other than by virtue of a Permitted Spin Transaction) in relation to the initial Transferor Member from which such Permitted Transferee received such Units (directly or indirectly through a series of Transfers) pursuant to such clause (iii)) (an “Unwinding Event”), then the relevant initial Transferor shall (1) promptly notify the other Members and the Company of the pending occurrence of such Unwinding Event and (2) take all actions necessary prior to such Unwinding Event to effect a Transfer of all of the Units held by the relevant Permitted Transferee either back to such initial Transferor or to another Person who qualifies as an Affiliate of such initial Transferring, in each case subject to Section 10.04. A “Permitted Transferee. In the case ” is a Transferee of a Permitted Transfer contemplated by clauses (i) and (iii) of any Common Units by any Member that is authorized to hold Class B Common Stock in accordance with the Corporation’s certificate first sentence 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 transaction to such Permitted Transferee. All Permitted Transfers are subject to the additional limitations set forth in Section 10.07(b).

Permitted Transfers. (i) The restrictions contained in Section 10.01 Sections 1(a), 1(b), 1(c) and 1(d) shall not apply with respect to any Transfer of the following Transfers (each, a “Permitted Transfer” and each transferee, a “Permitted Transferee”): (a)(i) a Transfer pursuant to a Redemption or Direct Exchange in accordance with Article XI hereof or (ii) a Transfer by a Member to the Corporation or any of its Subsidiaries, or (b) a Transfer to an Affiliate of such Member or pursuant to applicable laws of descent and distribution or among such Member’s Family Group; provided that, Securities (x) Units may not be Transferred to a Member’s spouse in connection with a divorce proceeding and (y) such Member retains exclusive voting control of the Units Transferred; provided however that, (1) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units, and (2) in the case of any individual Non-ABRY Member (A) to such Non-ABRY Member's parents, spouse or descendants (whether natural, step or adopted), (B) upon such Non-ABRY Member's death, to such Non-ABRY Member's heirs, executors or administrators, or (C) to a trust formed exclusively for the foregoing benefit of such Non-ABRY Member and/or one or more of the persons described in clause (bA) above, or (y) in the case of MHC, during any period in which the Company (or any successor corporation) is then subject to income tax under Section 11 of the Internal Revenue Code of 1986, as amended, in a pro rata distribution of all Securities then held by MHC to the former partners of Old Muzak and the equity owners of such partners, or (z) in the case of any ABRY Member, among its Affiliates or to employees of, to and advisors to such ABRY Member or any of its Affiliates; provided, that the -------- restrictions contained in this Section 1 shall continue to be applicable to the Securities after any such Transfer. In addition, the restrictions contained in Sections 1(a), 1(b), 1(c) and 1(d) shall not apply with respect to the Permitted Transferees Transfer of the up to 3,000 Class A Units so Transferred shall agree in writing (such number to be bound appropriately adjusted for any unit or stock split, reverse unit or stock split, stock or unit dividend or other distribution or other subdivision or combination of Common Units after the date hereof) by MEM Holdings to CMS Co-Investment Subpartnership, CMS Diversified Partners, L.P. and/or any of their respective Affiliates (a "CMS --- Transferee"), but only if such Transfer occurs on or prior to the provisions date six ---------- months after the date hereof; provided that, notwithstanding anything contained -------- herein to the contrary, upon such Transfer and upon the execution and delivery by such CMS Transferee of a joinder as provided in Section 1(e)(ii) hereof, such CMS Transferee shall be deemed to be a "Non-ABRY Member" and not an "ABRY Member" for purposes of this Agreement and accordingly, for purposes of this Agreement, and prior to such Transfer the transferor will deliver a written notice to the Company, which notice will disclose in reasonable detail the identity shall have all of the proposed Permitted Transferee. In the case rights of a Permitted Transfer "Non-ABRY Member" and shall not have any of any Common Units by any Member that is authorized to hold Class B Common Stock in accordance with the Corporation’s certificate rights of incorporation to a Permitted Transferee in accordance with this Section 10.02, such Member (or any subsequent Permitted Transferee of such an "ABRY 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(b)".

Permitted Transfers. The restrictions contained in this Section 10.01 2 shall not apply with respect to any Transfer of Units by any Unitholder (i) in the following Transfers (eachcase of an individual Unitholder, a “Permitted Transfer” and each transferee, a “Permitted Transferee”): (a)(i) a Transfer pursuant to a Redemption or Direct Exchange in accordance with Article XI hereof or (ii) a Transfer by a Member to the Corporation or any of its Subsidiaries, or (b) a Transfer to an Affiliate of such Member or pursuant to applicable laws of descent and distribution or among to any member of such MemberUnitholder’s Family Group; provided that, (xii) Units may not be Transferred in the case of an Investor Unitholder, (A) to its Affiliates, and its and such Affiliate’s directors, employees and consultants, (B) if such Person is a partnership or a limited liability company, to its partners or members pursuant to the terms and conditions of its partnership, limited liability company or other organizational documents, (C) to any employee or Advisor of the LLC or any Affiliate of the LLC, (iii) in the case of an Executive, upon the prior written consent of the Required Members, to BRS and/or Xxxxxx Xxxxxx and (iv) in the case of BRS and Xxxxxx Xxxxxx, pursuant to a Member’s spouse in connection with a divorce proceeding sale of Class A-I Units and (y) such Member retains exclusive voting control of the Preferred Units Transferredto certain Executives; provided however thatprovided, (1) that the restrictions contained in this Agreement will Section 2 shall continue to apply be applicable to such Units and to such Permitted Transferees after any Permitted Transfer such Transfer; provided further, that the transferees of such Units, and (2) in the case of the foregoing clause (b), the Permitted Transferees of the Units so Transferred shall agree have agreed in writing to be bound (x) by the provisions of this Agreement, Agreement that affect the Units so transferred by executing a joinder substantially in the form attached hereto as Exhibit A and prior to such Transfer (y) by the transferor will deliver a written notice to the Company, which notice will disclose in reasonable detail the identity provisions of the proposed Permitted TransfereeLLC Agreement. 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 All transferees permitted under this Section 10.02, such Member (or any subsequent 2(c) are collectively referred to herein as “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(b)Transferees.”