Common use of Binding Effect; Assignability; Benefit Clause in Contracts

Binding Effect; Assignability; Benefit. (a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and permitted assigns. Any Shareholder that ceases to own beneficially any Registrable Securities shall cease to be bound by the terms hereof (other than (i) the provisions of Article 3 applicable to such Shareholder with respect to any offering of Registrable Securities completed before the date such Shareholder ceased to own any Registrable Securities and (ii) this Article 4). (b) Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto pursuant to any Transfer of Registrable Securities or otherwise, except that each Shareholder may assign all or any portion of its rights hereunder to any Permitted Transferee of such Shareholder with respect to not less than 5% of the outstanding Common Shares at the time of such transfer; provided, however, that no such minimum share assignment requirement shall be necessary for an assignment by a Shareholder which is a (i) partnership to its partners in accordance with their partnership interests, (ii) a limited liability company to its members in accordance with their interests in the limited liability company, (iii) a corporation to its stockholders in accordance with their interests in the corporation or (iv) to an Affiliate of such Shareholder. Any such Permitted Transferee must (unless already bound hereby) execute and deliver to the Company an agreement to be bound by this Agreement in the form of Exhibit A hereto (a “Joinder Agreement”) and shall thenceforth be a “Shareholder.” Any such transfer to a Permitted Transferee must be in compliance with the Securities Act and any other applicable securities “blue sky” laws. (c) Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Binding Effect; Assignability; Benefit. (a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and permitted assigns. Any Shareholder that ceases to own beneficially any Registrable Securities shall cease to be bound by the terms hereof (other than (i) the provisions of Article 3 applicable to such Shareholder with respect to any offering of Registrable Securities completed before the date such Shareholder ceased to own any Registrable Securities and (ii) this Article 4). (b) Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto pursuant to any Transfer of Registrable Securities or otherwise, except that each Shareholder may assign all or any portion of its rights hereunder to any Permitted Transferee of such Shareholder with respect to not less than 5% of the outstanding Common Shares Company Securities at the time of such transfer; provided, however, that no such minimum share assignment requirement shall be necessary for an assignment by a Shareholder which is a (i) partnership to its partners in accordance with their partnership interests, (ii) a limited liability company to its members in accordance with their interests in the limited liability company, (iii) a corporation to its stockholders in accordance with their interests in the corporation or (iv) to an Affiliate of such Shareholder. Any such Permitted Transferee must shall (unless already bound hereby) execute and deliver to the Company an agreement to be bound by this Agreement in the form of Exhibit A hereto (a “Joinder Agreement”) and shall thenceforth be a “Shareholder.” Any such transfer to a Permitted Transferee must be in compliance with the Securities Act and any other applicable securities “blue sky” laws”. (c) Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Binding Effect; Assignability; Benefit. (a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and permitted assigns; provided that rights granted to any Holder hereunder may only be assigned in connection with a transfer of Registrable Securities to the assignee in accordance with the following paragraph; and provided further that an Initial Investor Holder’s demand registration rights under clause (y) of the first paragraph of Section 2.01(a) may not be assigned without the Company’s consent. The Company shall not assign this Agreement, in whole or in part. Any Shareholder that ceases purported assignment not in accordance with this Agreement shall be null and void. Each Holder agrees not to own beneficially transfer any portion of its Registrable Securities shall cease to be bound by the terms hereof (other than unless (i) there is then in effect a registration statement under the provisions Securities Act covering such proposed transfer or (ii) such transfer is made in accordance with Rule 144 under the Securities Act or another available exemption from registration under the Securities Act. In connection with any transfer of Article 3 applicable Registrable Securities described in clause (ii) of the preceding sentence, the transferring Holder may also assign to such Shareholder the transferee rights and obligations under this Agreement with respect to any offering of Registrable Securities so transferred, and upon the Company’s receipt from the assignee a completed before the date such Shareholder ceased to own any Registrable Securities and (ii) this Article 4). (b) Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto pursuant to any Transfer of Registrable Securities or otherwise, except that each Shareholder may assign all or any portion of its rights hereunder to any Permitted Transferee of such Shareholder with respect to not less than 5% of the outstanding Common Shares at the time of such transfer; provided, however, that no such minimum share assignment requirement shall be necessary for an assignment by a Shareholder which is a (i) partnership to its partners in accordance with their partnership interests, (ii) a limited liability company to its members in accordance with their interests in the limited liability company, (iii) a corporation to its stockholders in accordance with their interests in the corporation or (iv) to an Affiliate of such Shareholder. Any such Permitted Transferee must (unless already bound hereby) execute and deliver to the Company an agreement to be bound by this Agreement executed Joinder substantially in the form of Exhibit A hereto (a “Joinder Agreement”) and shall thenceforth hereto, such assignee will be deemed to also be a “ShareholderHolder under this Agreement.” Any (b) The Company shall promptly provide to any Holder that, together with its Affiliates, owns 10% or more of the Registrable Securities (assuming for this purpose that all Preferred Shares are converted in full, and irrespective of any limitations on conversion contemplated by the Certificate of Designations of such transfer to stock), upon its request, a Permitted Transferee must be copy of the most current listing in compliance with the Company’s or its agents’ possession of the names and addresses of the then-current Holders of Registrable Securities Act and any other applicable securities “blue sky” lawsthe number of Registrable Securities respectively held by them. (c) Nothing in this Agreement, expressed or implied, is intended to confer on any Person (other than the parties hereto, and their respective heirs, successors, legal representatives and permitted assigns, and Indemnified Parties under Sections 2.06, 2.07, 2.08 and 2.09 hereof), any rights, remedies, obligations rights or liabilities remedies under or by reason of this Agreement.

Binding Effect; Assignability; Benefit. (a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and permitted assigns. Any Shareholder Investor that ceases to own beneficially any Registrable Securities shall cease to be bound by the terms hereof (other than (i) the provisions of Article 3 4 applicable to such Shareholder Investor with respect to any offering of Registrable Securities completed before the date such Shareholder Investor ceased to own any Registrable Securities and (ii) this Article 45). (b) Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto pursuant to any Transfer of Registrable Securities or otherwise, except that each Shareholder Investor may assign all or any portion of its rights hereunder to any Permitted Transferee of such Shareholder Investor with respect to securities representing not less than 5% twenty percent (20%) of the outstanding Common Shares at Registrable Securities held by such Investor as of the time date of such transfercompletion of the IPO; provided, however, that no such minimum share assignment requirement shall be necessary for an assignment by a Shareholder an Investor which is a (i) a partnership to its partners in accordance with their partnership interests, (ii) a limited liability company to its members in accordance with their interests in the limited liability company, (iii) a corporation to its stockholders in accordance with their interests in the corporation or (iv) to an Affiliate of such ShareholderInvestor. Any such Permitted Transferee must shall (unless already bound hereby) execute and deliver to the Company an agreement to be bound by this Agreement in the form of Exhibit A hereto (a “Joinder Agreement”) and shall thenceforth be a “ShareholderInvestor.” Any such transfer to a Permitted Transferee must be in compliance with the Securities Act and any other applicable securities “blue sky” laws. (c) Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Binding Effect; Assignability; Benefit. (a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and permitted assigns. Any Shareholder that ceases to own beneficially any Registrable Securities shall cease to be bound by the terms hereof (other than (i) the provisions of Article 3 applicable to such Shareholder with respect to any offering of Registrable Securities completed before the date such Shareholder ceased to own any Registrable Securities and (ii) this Article 4). (b) Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto pursuant to any Transfer of Registrable Company Securities or otherwise, except that each Shareholder may assign all or any portion of its rights hereunder to any Permitted Transferee of such Shareholder with respect to not less than 5% of the outstanding Common Shares at the time of such transfer; providedthat, however, that no such minimum share assignment requirement shall be necessary for an assignment by a Shareholder which is a (i) partnership at the sole written election of FP, Persons to its partners in accordance with their partnership interests, (ii) a limited liability company to its members in accordance with their interests in the limited liability company, (iii) a corporation to its stockholders in accordance with their interests in the corporation or (iv) to an Affiliate of such Shareholder. Any such Permitted Transferee must whom FP has Transferred Company Securities may (unless already bound hereby) execute and deliver to the Company an agreement to be bound by this Agreement in the form of Exhibit A hereto (a “Joinder Agreement”) and shall thenceforth be a “Shareholder.Stockholder” Any such transfer for purposes of, and have the rights of a Stockholder under, this Agreement and (ii) following the Transfer of Company Securities by a Xxxxxx Stockholder to a Permitted transferee that is such Stockholder’s Affiliate, spouse, ex-spouse, domestic partner, lineal descendant or antecedent, brother or sister, the adopted child or adopted grandchild, or the spouse or domestic partner of any child, grandchild or adopted grandchild of such Stockholder, trust for the benefit of such Stockholder or those members of such Stockholder’s family specified in this subsection (b), such Transferee may (unless already bound hereby) execute and deliver to the Company an agreement to be bound by this Agreement in the form of Exhibit A hereto and shall thenceforth be a “Xxxxxx Stockholder” for purposes of, and have the rights of a “Xxxxxx Stockholder” under, this Agreement, provided that any such Transfer pursuant to this subparagraph (ii) must be in compliance accordance with the Securities Act and any other applicable securities “blue sky” lawsLockup Agreement. (c) Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Binding Effect; Assignability; Benefit. (a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and permitted assigns. Any Shareholder that ceases to own beneficially any Registrable Securities shall cease to be bound by the terms hereof (other than (i) the provisions of Article 3 applicable to such Shareholder with respect to any offering of Registrable Securities completed before the date such Shareholder ceased to own any Registrable Securities and (ii) this Article 4). (b) Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto pursuant to any Transfer of Registrable Parent Securities or otherwise, except that each Shareholder may assign all or any portion of its rights hereunder to any Permitted Transferee of such Shareholder with respect to not less than 5% of the outstanding Common Shares at the time of such transfer; provided, however, that no such minimum share assignment requirement shall be necessary for an assignment by a Shareholder which is a (i) partnership following any Distribution (as defined in the Merger Agreement) or one or more other distributions of Parent Securities by a Stockholder to its partners in accordance with their partnership interestsbeneficial owners, (ii) following the Transfer of Parent Securities by a limited liability company Stockholder to its a transferee that is such Stockholder’s Affiliate, spouse, ex-spouse, domestic partner, lineal descendant or antecedent, brother or sister, the adopted child or adopted grandchild, or the spouse or domestic partner of any child, grandchild or adopted grandchild of such Stockholder, trust for the benefit of such Stockholder or those members of such Stockholder’s family specified in accordance with their interests in the limited liability companythis subsection (b), and (iii) a corporation pursuant to its stockholders in accordance with their interests in the corporation or (iv) to an Affiliate of Section 2.12; such Shareholder. Any such Permitted Transferee must may (unless already bound hereby) execute and deliver to the Company Parent an agreement to be bound by this Agreement in the form of Exhibit A hereto (a “Joinder Agreement”) and shall thenceforth be a “Shareholder.Stockholder” Any for purposes of, and have the rights of a “Stockholder” under, this Agreement, provided that any such transfer Transfer pursuant to a Permitted Transferee this Section 4.02(b) must be in compliance accordance with the Securities Act Lockup and any other applicable securities “blue sky” lawsStandstill Agreement. (c) Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Binding Effect; Assignability; Benefit. (a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and permitted assigns. Any Shareholder Investor that ceases to own beneficially any Registrable Securities shall cease to be bound by the terms hereof (other than (i) the provisions of Article 3 4 applicable to such Shareholder Investor with respect to any offering of Registrable Securities completed before the date such Shareholder Investor ceased to own any Registrable Securities and (ii) this Article 45). (ba) Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto pursuant to any Transfer of Registrable Securities or otherwise, except that each Shareholder Investor may assign all or any portion of its rights hereunder to any Permitted Transferee of such Shareholder Investor with respect to securities representing not less than 5% twenty percent (20%) of the outstanding Common Shares at Registrable Securities held by such Investor as of the time date of such transfercompletion of the IPO; provided, however, that no such minimum share assignment requirement shall be necessary for an assignment by a Shareholder an Investor which is a (i) a partnership to its partners in accordance with their partnership interests, (ii) a limited liability company to its members in accordance with their interests in the limited liability company, (iii) a corporation to its stockholders in accordance with their interests in the corporation or (iv) to an Affiliate of such ShareholderInvestor. Any such Permitted Transferee must shall (unless already bound hereby) execute and deliver to the Company an agreement to be bound by this Agreement in the form of Exhibit A hereto (a “Joinder Agreement”) and shall thenceforth be a “ShareholderInvestor.” Any such transfer to a Permitted Transferee must be in compliance with the Securities Act and any other applicable securities “blue sky” laws. (cb) Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Binding Effect; Assignability; Benefit. (a) Neither the Company nor any Stockholder shall assign all or any part of this Agreement without the prior written consent of the other parties hereto (which consent shall be deemed to have been given on behalf of the Management Stockholders if consented to by the Management Representative); provided that, subject to Sections 3.01(c) and (d), any Person acquiring Registrable Securities from an Investor Stockholder pursuant to a Transfer that both (1) is of a type referred to in Section 2.01(a)(i), (ii), or (v) of the Stockholders Agreement and (2) would result in the transferee owning at least 1% of the outstanding Shares (each such Transferee, an “Eligible Assignee”) shall have piggyback rights as if such Eligible Assignee were an Eligible Stockholder for purposes of Section 2.03 (but only so long as such Eligible Assignee meets the foregoing ownership requirement), provided that such Eligible Assignee agrees to be bound by this Agreement (including for purposes of Section 2.04) in all respects as a “Stockholder” hereunder. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and permitted assigns; provided, however, that this Agreement shall not inure to the benefit of or be binding on, or be assignable or transferable by any Stockholder to, any Person acquiring Company Securities in any Underwritten Public Offering or pursuant to Rule 144. Any Shareholder Stockholder that ceases to beneficially own beneficially any Registrable Company Securities shall cease to be bound by the terms hereof (other than (i) the provisions of Article 3 Sections 2.06, 2.07, 2.08, 2.09, 2.10 and 2.11 applicable to such Shareholder Stockholder with respect to any offering of Registrable Securities completed before the date such Shareholder Stockholder ceased to own any Registrable Company Securities and (ii) this Article 4III). (b) Neither this Agreement nor any rightExcept as expressly set forth in Section 2.06, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto pursuant to any Transfer of Registrable Securities or otherwise, except that each Shareholder may assign all or any portion of its rights hereunder to any Permitted Transferee of such Shareholder with respect to not less than 5% of the outstanding Common Shares at the time of such transfer; provided, however, that no such minimum share assignment requirement shall be necessary for an assignment by a Shareholder which is a (i) partnership to its partners in accordance with their partnership interests, (ii) a limited liability company to its members in accordance with their interests in the limited liability company, (iii) a corporation to its stockholders in accordance with their interests in the corporation or (iv) to an Affiliate of such Shareholder. Any such Permitted Transferee must (unless already bound hereby) execute and deliver to the Company an agreement to be bound by this Agreement in the form of Exhibit A hereto (a “Joinder Agreement”) and shall thenceforth be a “Shareholder.” Any such transfer to a Permitted Transferee must be in compliance with the Securities Act and any other applicable securities “blue sky” laws. (c) Nothing nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement. (c) Notwithstanding Section 3.01(a), in the event that Xxxxxx Xxxxxxxx or his estate Transfers Registrable Securities constituting at least 3% of the outstanding equity of the Company on a Fully-Diluted Basis in a Transfer of a type referred to in Section 2.01(a)(v) of the Stockholders Agreement, the transferee shall obtain all rights and obligations of Xxxxxx Xxxxxxxx under this Agreement; provided that such transferee agrees to be bound by this Agreement in all respects for such purpose by executing a counterpart signature page hereto; and provided, further, that any Demand Registration or Underwritten Shelf Takedown Request made by (1) a Xxxxxxxx Demanding Stockholder prior to or following such Transfer for which the requested sale of securities was completed shall count as having been made by such transferee and (2) such transferee following such Transfer for which the requested sale of securities was completed shall count as having been made by Xxxxxx Xxxxxxxx or his estate, in each case for purposes of Sections 2.01(f) and 2.02(c) of this Agreement (it being understood that an agreement between any such transferor and the transferee may provide for a different allocation among such Persons of the limit on Demand Registrations and Underwritten Shelf Takedowns under this Agreement, but not in excess of the limit set forth in Sections 2.01(f) and 2.02(c)). (d) Notwithstanding any provision to the contrary contained in this Agreement, upon Xxxxxx Xxxxxxxx’x death, his estate shall obtain all rights and obligations of Xxxxxx Xxxxxxxx hereunder, without duplication.

Binding Effect; Assignability; Benefit. (a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and permitted assigns. Any Shareholder Stockholder that ceases to own beneficially any Registrable Company Securities shall cease to be bound by the terms hereof (other than (i) the provisions of Article 3 Section 4.05, Section 4.06, Section 4.07, Section 4.08 and Section 4.10 applicable to such Shareholder Stockholder with respect to any offering of Registrable Securities completed before the date such Shareholder Stockholder ceased to own any Registrable Company Securities and (ii) this Article 4Section 5.01, Section 6.02, Section 6.05, Section 6.06, Section 6.07 and Section 6.08). (b) Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto pursuant to any Transfer of Registrable Company Securities or otherwise, except that each Shareholder may assign all any Person acquiring Company Securities from any Stockholder in a Transfer in compliance with ARTICLE 3 (but excluding any such Transfer made in a Public Offering, through a national securities exchange, pursuant to Rule 144 following an IPO or any portion pursuant to a Distribution in Kind in connection with which the Fund effecting such Distribution in Kind determines not to require the distributees to have agreed in writing to be bound by the terms of its rights hereunder this Agreement or to any Permitted Transferee of such Shareholder with respect be entitled to not less than 5% of the outstanding Common Shares at the time of such transfer; provided, however, that no such minimum share assignment requirement benefit hereof) shall be necessary for an assignment by a Shareholder which is a (i) partnership to its partners in accordance with their partnership interests, (ii) a limited liability company to its members in accordance with their interests in the limited liability company, (iii) a corporation to its stockholders in accordance with their interests in the corporation or (iv) to an Affiliate of such Shareholder. Any such Permitted Transferee must (unless already bound hereby) execute and deliver to the Company an agreement to be bound by this Agreement in the form of Exhibit A D hereto (a “Joinder Agreement”) and shall thenceforth be a “ShareholderStockholder.” Any such transfer to a Permitted Transferee must be in compliance with the Securities Act and any other applicable securities “blue sky” laws.” (c) Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Binding Effect; Assignability; Benefit. (a) This The Company shall cause any Permitted Transferee acquiring Common Shares (unless already bound hereby) to execute and deliver a Joinder Agreement in the form of Exhibit D hereto and such Person shall thenceforth be a “Shareholder.” (b) Subject to Section 6.01(c), this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and permitted assigns. Any Shareholder that ceases to own beneficially any Registrable Securities Common Shares shall cease to be bound by the terms hereof (other than (i) the provisions of Article 3 applicable to such Shareholder with respect to any offering of Registrable Securities completed before the date such Shareholder ceased to own any Registrable Securities Section 5.01 and (ii) this Article 4VI). (bc) Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto pursuant to any Transfer of Registrable Securities Common Shares or otherwise, except that each as expressly set forth in the following sentence. Notwithstanding anything to the contrary, none of the rights of any Shareholder may assign all or any portion of its rights hereunder be Transferred, other than (A) in a Transfer to any a Permitted Transferee (in which case all such rights may be transferred) and (B) the rights of a Shareholder pursuant to Article III and Article IV (other than the rights of GE and its Permitted Transferees to have priority in certain registrations pursuant to Section 4.03), which rights, in the case of clause (A) or (B), may be Transferred only pursuant to a Compliant Transfer and which rights, in the case of Article IV, may only be Transferred to a Transferee who is not a Permitted Transferee if shares representing at least 1% of the outstanding Common Shares or, if fewer, shares having a Market Value of not less than $25 million, are transferred to such Transferee by a Shareholder who was a party to this Agreement as of the date hereof, except that with respect to the right to make a Demand Request pursuant to Section 4.01, such number of transferred shares shall be not less than 5% of the outstanding Common Shares at the time Shares. In each case, such percentage or value of such transfer; provided, however, that no such minimum share assignment requirement shares shall be necessary for an assignment by a Shareholder which is a (i) partnership to its partners in accordance with their partnership interests, (ii) a limited liability company to its members in accordance with their interests in measured as of the limited liability company, (iii) a corporation to its stockholders in accordance with their interests in the corporation or (iv) to an Affiliate date of such Shareholder. Any such Permitted Transferee must (unless already bound hereby) execute and deliver to the Company an agreement to be bound by this Agreement in the form of Exhibit A hereto (a “Joinder Agreement”) and shall thenceforth be a “ShareholderTransfer.” Any such transfer to a Permitted Transferee must be in compliance with the Securities Act and any other applicable securities “blue sky” laws. (c) Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Binding Effect; Assignability; Benefit. (a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and permitted assigns. Any Shareholder that ceases to own beneficially any Registrable at least 10% of the Company Securities he or it beneficially owns as of the date hereof or as of its date of joinder hereunder shall cease to be bound by the terms hereof (other than (i) the provisions of Article 3 Sections 5.05, 5.06, 5.07, 5.08 and 5.10 applicable to such Shareholder with respect to any offering of Registrable Securities completed before the date such Shareholder ceased to own any Registrable Company Securities and (ii) this Article 4Sections 6.01, 7.02, 7.04, 7.05, 7.06, 7.07 and 7.08). (b) Neither Other than any Permitted Transferee of the Somerset Group Members or any UDCL Permitted Transferee acquiring Company Securities in compliance with the provisions of this Agreement, neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto pursuant to any Transfer of Registrable Company Securities or otherwise, except that each (i) any Person acquiring Company Securities from any Shareholder may assign all or any portion of its rights hereunder to any (other than a Permitted Transferee of such Shareholder or any UDCL Permitted Transferee) in a Private Sale in compliance with respect Article 3 (but excluding Transfers made pursuant to not less than 5% any employment agreement or stock purchase, option, stock option or other compensation plan of the outstanding Common Shares at Company or any Subsidiary to become a party hereto) shall (unless already bound hereby) execute and deliver to the time Company an agreement to be bound by this Agreement in the form of such transfer; provided, however, that no such minimum share assignment requirement shall be necessary for an assignment by a Shareholder which is a (i) partnership to its partners in accordance with their partnership interests, Exhibit B hereto and (ii) any Person acquiring Company Securities from UDCL in a limited liability company Private Sale in compliance with Article 3 (but excluding Transfers made pursuant to its members in accordance with their interests in any employment agreement or stock purchase, option, stock option or other compensation plan of the limited liability company, (iiiCompany or any Subsidiary to become a party hereto) a corporation to its stockholders in accordance with their interests in the corporation or (iv) to an Affiliate of such Shareholder. Any such Permitted Transferee must shall (unless already bound hereby) execute and deliver to the Company an agreement to be bound by this Agreement in the form of Exhibit A hereto (a “Joinder Agreement”) and and, in each case, shall thenceforth be a “Shareholder.” Any such transfer to a Permitted Transferee must be in compliance with the Securities Act and any other applicable securities “blue sky” laws. (c) an "OTHER SHAREHOLDER". Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Binding Effect; Assignability; Benefit. (ai) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and permitted assigns. Any Shareholder that ceases to own beneficially any Registrable Company Securities shall cease to be bound by the terms hereof (other than (i) the provisions of Article 3 applicable to such Shareholder with respect to any offering of Registrable Securities completed before the date such Shareholder ceased to own any Registrable Company Securities and (ii) this Article 4). (ba) Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto pursuant to any Transfer of Registrable Securities or otherwise, except that each Shareholder may assign all or any portion of its rights hereunder to any Permitted Transferee of such Shareholder with respect to not less than 5% of the outstanding Common Shares at the time of such transfer; provided, however, that no such minimum share assignment requirement shall be necessary for an assignment by a Shareholder which is a (i) partnership to its partners in accordance with their partnership interests, (ii) a limited liability company to its members in accordance with their interests in the limited liability company, (iii) a corporation to its stockholders in accordance with their interests in the corporation or (iv) to an Affiliate of such Shareholder. Any such Permitted Transferee must shall (unless already bound hereby) execute and deliver to the Company an agreement to be bound by this Agreement in the form of Exhibit A hereto (a “Joinder Agreement”) and shall thenceforth be a “Shareholder”.” Any such transfer to (b) By execution of this Agreement or a Joinder Agreement, (i) each Permitted Transferee of RCAP Holdings and (ii) each Permitted Transferee of a Permitted Transferee must described in the foregoing clause (i) (any of the Shareholders described in the foregoing clauses (i) or (ii), a “RCAP Holdings Permitted Transferee”) hereby irrevocably appoints RCAP Holdings as its agent and representative for the sole purpose of amending, or granting a waiver under, this Agreement, and consents to the taking by RCAP Holdings of any and all actions and the making of any decisions required or permitted to be taken by such RCAP Holdings Permitted Transferee in compliance accordance with this Section 4.01(c) solely in connection with any amendment of, or waiver under, this Agreement; provided, however, that (A) RCAP Holdings shall only be permitted to act on behalf of the RCAP Holdings Permitted Transferees in accordance with the instructions of those RCAP Holdings Permitted Transferees holding a majority of the Registrable Securities Act held by all the RCAP Holdings Permitted Transferees, and (B) RCAP Holdings shall not be permitted to agree, on behalf of any RCAP Holdings Permitted Transferee, to any amendment of, or waiver under, this Agreement to the extent that such amendment or waiver would disproportionately or adversely affect the rights and/or interests of such RCAP Holdings Permitted Transferee relative to RCAP Holdings or any other applicable securities “blue sky” lawsRCAP Holdings Permitted Transferee without the prior written consent of the such RCAP Holdings Permitted Transferee. The Company shall be entitled to deal exclusively with RCAP Holdings on the matters described in the immediately preceding sentence relating to this Agreement, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of a RCAP Holdings Permitted Transferee by RCAP Holdings, and on any other action taken or purported to be taken on behalf of a RCAP Holdings Permitted Transferee by RCAP Holdings, in each case solely with respect to such matters, as fully binding upon such RCAP Holdings Permitted Transferee. Upon the dissolution or termination of RCAP Holdings or any successor agent and representative, those RCAP Holdings Permitted Transferees holding a majority of the Registrable Securities then-held by all RCAP Holdings Permitted Transferees shall appoint a RCAP Holdings Permitted Transferee as their agent and representative for all purposes under this Section 4.01(c). (cd) By execution of this Agreement or a Joinder Agreement, (i) each Permitted Transferee of Management LLC and (ii) each Permitted Transferee of a Permitted Transferee described in the foregoing clause (i) (any of the Shareholders described in the foregoing clauses (i) or (ii), a “Management LLC Permitted Transferee”) irrevocably appoints Management LLC as its agent and representative for the sole purpose of amending, or granting a waiver under, this Agreement, and consents to the taking by Management LLC of any and all actions and the making of any decisions required or permitted to be taken by such Management LLC Permitted Transferee in accordance with this Section 4.01(d) solely in connection with any amendment of, or waiver under, this Agreement; provided, however, that (A) Management LLC shall only be permitted to act on behalf of the Management LLC Permitted Transferees in accordance with the instructions of those Management LLC Permitted Transferees holding a majority of the Registrable Securities held by all the Management LLC Permitted Transferees, and (B) Management LLC shall not be permitted to agree, on behalf of any Management LLC Permitted Transferee, to any amendment of, or waiver under, this Agreement to the extent that such amendment or waiver would disproportionately or adversely affect the rights and/or interests of such Management LLC Permitted Transferee relative to Management LLC or any other Management LLC Permitted Transferee without the prior written consent of the such Management LLC Permitted Transferee. The Company shall be entitled to deal exclusively with Management LLC on the matters described in the immediately preceding sentence relating to this Agreement, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of a Management LLC Permitted Transferee by Management LLC, and on any other action taken or purported to be taken on behalf of a Management LLC Permitted Transferee by Management LLC, in each case solely with respect to such matters, as fully binding upon such Management LLC Permitted Transferee. Upon the dissolution or termination of Management LLC or any successor agent and representative, those Management LLC Permitted Transferees holding a majority of the Registrable Securities then-held by all Management LLC Permitted Transferees shall appoint a Management LLC Permitted Transferee as their agent and representative for all purposes under this Section 4.01(d). (e) Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Binding Effect; Assignability; Benefit. (a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and permitted assigns. Any Management Shareholder that ceases to own beneficially any Registrable Company Securities shall cease to be bound by the terms hereof (other than (i) the provisions of Article 3 Sections 5.04, 5.05, 5.06, 5.07 and 5.09 applicable to such Management Shareholder with respect to any offering of Registrable Securities completed before the date such Shareholder ceased to own any Registrable Company Securities and (ii) this Article 4Sections 7.03, 7.06, 7.07, 7.08 and 7.09). (b) Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto pursuant to any Transfer of Registrable Company Securities or otherwise, except that each Shareholder may assign all or any portion of its rights hereunder to any Permitted Transferee acquiring Company Securities, Person acquiring Company Securities from any Management Shareholder in a Transfer in compliance with Article 3 or Person acquiring Company Securities that is required or permitted by the terms of such Shareholder with respect to not less than 5% this Agreement or any employment agreement or stock purchase, option, stock option or other compensation plan of the outstanding Common Shares at the time of such transfer; provided, however, that no such minimum share assignment requirement Company or any Subsidiary to become a party hereto shall be necessary for an assignment by a Shareholder which is a (i) partnership to its partners in accordance with their partnership interests, (ii) a limited liability company to its members in accordance with their interests in the limited liability company, (iii) a corporation to its stockholders in accordance with their interests in the corporation or (iv) to an Affiliate of such Shareholder. Any such Permitted Transferee must (unless already bound hereby) execute and deliver to the Company an agreement to be bound by this Agreement in the form of Exhibit A hereto (a “Joinder Agreement”) and shall thenceforth be a “Shareholder.” Any Further, except for any Avista Entity or its Permitted Transferees, any such transfer Shareholder shall be deemed a “Management Shareholder” for purposes of this Agreement and shall be subject to a Permitted Transferee must be in compliance with all of the Securities Act terms, conditions, limitations and restrictions applicable to Management Shareholders hereunder. The Company shall update Schedule A attached hereto to include any such additional Shareholders without further action on the part of the other applicable securities “blue sky” lawsparties hereto. (c) Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Binding Effect; Assignability; Benefit. (a) This Agreement shall inure to the benefit of and be binding upon the parties hereto Parties and their respective heirs, successors, legal representatives and permitted assigns. Any Shareholder that ceases to own beneficially any Registrable Securities Beneficially Own at least one JV Security shall cease to be bound by the terms hereof (other than (i) the provisions of Sections 7.02 and 7.03 and Article 3 applicable to such Shareholder with respect to any offering of Registrable Securities completed before the date such Shareholder ceased to own any Registrable Securities and (ii) this Article 49). (b) Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto Party pursuant to any Transfer of Registrable JV Securities or otherwise, except that each Shareholder may assign all or any portion of its rights hereunder to that: (i) any Permitted Transferee of such acquiring JV Securities or a Person acquiring JV Securities from any Shareholder with respect to not less than 5% of the outstanding Common Shares at the time of such transferin a Transfer; provided, however, that no such minimum share assignment requirement shall be necessary for an assignment by a Shareholder which is a (i) partnership to its partners in accordance with their partnership interests, (ii) any Person acquiring JV Securities from any Shareholder in a limited liability company to its members Transfer in accordance compliance with their interests the Joint Venture Agreement shall, in the limited liability companyeach case, (iii) a corporation to its stockholders in accordance with their interests in the corporation or (iv) to an Affiliate of such Shareholder. Any such Permitted Transferee must (unless already bound hereby) execute and deliver to the Company JV Entities an agreement to be bound by this Agreement in the form of Exhibit A hereto (a “Joinder Agreement”) and shall thenceforth be a “Shareholder.” Any such transfer to ”; and (iii) any Person who acquires all or substantially all of the JV Securities of either Shell or Cosan in a Permitted Transferee must be Transfer in compliance with the Securities Act Joint Venture Agreement shall, in each case, execute and any other applicable securities deliver to the JV Entities an agreement to be bound by this Agreement in the form of Exhibit A hereto and shall thenceforth be a “blue skyShareholder” laws. and either (cin the case of a direct or indirect purchase of the Cosan Interest (as defined in the Joint Venture Agreement)) Nothing “Cosan” or (in this the case of a direct or indirect purchase of the Shell Interest (as defined in the Joint Venture Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities )) “Shell” for all purposes under or by reason of this Agreement.

Binding Effect; Assignability; Benefit. (a) This Except as otherwise expressly provided herein, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and permitted assigns. Any Shareholder Stockholder that ceases to own beneficially any Registrable Securities at least a 10% Ownership Percentage shall cease to be bound by the terms hereof (other than (i) the provisions of Article 3 applicable Sections 5.02 and 5.04(d) which shall apply to such Shareholder Stockholder in accordance with respect to any offering of Registrable Securities completed before the date such Shareholder ceased to own any Registrable Securities their respective terms, and (ii) this Article 4Articles 3 and 7 and Sections 4.01, 4.02 and 4.03 which shall apply to such Stockholder as long as such Stockholder owns any Company Equity Securities). (b) Neither Except as otherwise specifically provided herein, neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto pursuant to any Transfer of Registrable Company Equity Securities or otherwise, except that each Shareholder may assign all or any portion of its rights hereunder to any Permitted Transferee of such Shareholder with respect to not less than 5% of the outstanding Common Shares at the time of such transfer; provided, however, that and no such minimum share assignment requirement shall relieve the assignor from any liability hereunder. Any purported assignment made in violation of this Section 7.01(b) shall be necessary for an assignment void and of no force and effect. (c) Any Person acquiring Company Equity Securities that is required or permitted by the terms of this Agreement to become a Shareholder which is a (i) partnership to its partners in accordance with their partnership interests, (ii) a limited liability company to its members in accordance with their interests in the limited liability company, (iii) a corporation to its stockholders in accordance with their interests in the corporation or (iv) to an Affiliate of such Shareholder. Any such Permitted Transferee must party hereto shall (unless already bound hereby) execute and deliver to the Company an agreement to be bound by this Agreement in the form of Exhibit A hereto (a “Joinder Agreement”) and shall thenceforth be a “Shareholder.” Any Stockholder”. The Company shall cause any transferee or recipient of an original issuance of Company Equity Securities, other than (i) such transfer recipient that receives Company Equity Securities and is or becomes upon such receipt a party to the Management Stockholder Agreement or (ii) such transferee or recipient in a Permitted Transferee must Public Offering, to become a party and be in compliance with the Securities Act and any other applicable securities “blue sky” lawsbound as if an original party hereto. (cd) Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Binding Effect; Assignability; Benefit. (a) This The Company shall cause any Permitted Transferee acquiring Common Shares (unless already bound hereby) to execute and deliver a Joinder Agreement in the form of Exhibit B hereto and such Person shall thenceforth be a “Shareholder.” (b) Subject to Section 6.01(c), this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and permitted assigns. Any Shareholder that ceases to own beneficially any Registrable Securities Common Shares shall cease to be bound by the terms hereof (other than (i) the provisions of Article 3 applicable to such Shareholder with respect to any offering of Registrable Securities completed before the date such Shareholder ceased to own any Registrable Securities Section 5.01 and (ii) this Article 4VI). (bc) Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto pursuant to any Transfer of Registrable Securities Common Shares or otherwise, except that each as expressly set forth in the following sentence. Notwithstanding anything to the contrary, none of the rights of any Shareholder may assign all or any portion of its rights hereunder be Transferred, other than (A) in a Transfer to any a Permitted Transferee (in which case all such rights may be transferred) and (B) the rights of a Shareholder pursuant to Article III and Article IV, which rights, in the case of clause (A) or (B), may be Transferred only pursuant to a Compliant Transfer and which rights, in the case of Article IV, may only be Transferred to a Transferee who is not a Permitted Transferee if shares representing at least 1% of the outstanding Common Shares or, if fewer, shares having a Market Value of not less than $25 million, are transferred to such Transferee by a Shareholder who was a party to this Agreement as of the date hereof, except that with respect to the right to make a Demand Request pursuant to Section 4.01, such number of transferred shares shall be not less than 5% of the outstanding Common Shares at the time Shares. In each case, such percentage or value of such transfer; provided, however, that no such minimum share assignment requirement shares shall be necessary for an assignment by a Shareholder which is a (i) partnership to its partners in accordance with their partnership interests, (ii) a limited liability company to its members in accordance with their interests in measured as of the limited liability company, (iii) a corporation to its stockholders in accordance with their interests in the corporation or (iv) to an Affiliate date of such Shareholder. Any such Permitted Transferee must (unless already bound hereby) execute and deliver to the Company an agreement to be bound by this Agreement in the form of Exhibit A hereto (a “Joinder Agreement”) and shall thenceforth be a “ShareholderTransfer.” Any such transfer to a Permitted Transferee must be in compliance with the Securities Act and any other applicable securities “blue sky” laws. (c) Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Binding Effect; Assignability; Benefit. (a) Neither the Company nor any Stockholder shall assign all or any part of this Agreement without the prior written consent of the other parties hereto; provided that in connection with any Transfer of Shares by a Sponsor Stockholder or Permitted Transferee of the Sponsor Stockholder that would result in the transferee becoming an Eligible Stockholder, (1) the transferring Sponsor Stockholder may assign to such transferee all, but not less than all, of such Sponsor Stockholder's demand registration rights under Section 3.1, and (2) such transferee may, in the discretion of the transferring Sponsor Stockholder, thereafter be treated as a Stockholder for purposes of this Agreement, provided, in each of clauses (1) and (2), the transferee agrees to be bound by this Agreement (including for purposes of Section 3.4) in all respects as a "Stockholder" hereunder. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and permitted assigns; PROVIDED, HOWEVER, that this Agreement shall not inure to the benefit of or be binding on, or be assignable or transferable by any Stockholder to, any Person acquiring Company Securities in any Public Offering or pursuant to Rule 144. Any Shareholder Stockholder that ceases to own beneficially any Registrable Company Securities shall cease to be bound by the terms hereof (other than (i) the provisions of Article 3 Sections 3.7, 3.8, 3.9, 3.10 and 3.12 applicable to such Shareholder Stockholder with respect to any offering of Registrable Securities completed before the date such Shareholder Stockholder ceased to own any Registrable Company Securities and (ii) this Article 4Sections 4.1, 4.2, 4.5, 4.6, 4.7 and 4.8). (b) Neither this Agreement nor any rightExcept as expressly set forth in Sections 3.7, remedy3.8 and 3.9, obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto pursuant to any Transfer of Registrable Securities or otherwise, except that each Shareholder may assign all or any portion of its rights hereunder to any Permitted Transferee of such Shareholder with respect to not less than 5% of the outstanding Common Shares at the time of such transfer; provided, however, that no such minimum share assignment requirement shall be necessary for an assignment by a Shareholder which is a (i) partnership to its partners in accordance with their partnership interests, (ii) a limited liability company to its members in accordance with their interests in the limited liability company, (iii) a corporation to its stockholders in accordance with their interests in the corporation or (iv) to an Affiliate of such Shareholder. Any such Permitted Transferee must (unless already bound hereby) execute and deliver to the Company an agreement to be bound by this Agreement in the form of Exhibit A hereto (a “Joinder Agreement”) and shall thenceforth be a “Shareholder.” Any such transfer to a Permitted Transferee must be in compliance with the Securities Act and any other applicable securities “blue sky” laws. (c) Nothing nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Binding Effect; Assignability; Benefit. (a) This Agreement shall inure to the benefit of and be binding upon the parties hereto Parties and their respective heirs, successors, legal representatives and permitted assigns. Any Shareholder that ceases to own beneficially any Registrable Securities Beneficially Own at least one JV Security shall cease to be bound by the terms hereof (other than (i) the provisions of Article 3 applicable to such Shareholder with respect to any offering of Registrable Securities completed before the date such Shareholder ceased to own any Registrable Securities Sections ‎7.02 and (ii) this Article 4‎7.03 and ‎Article 9). (b) Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto Party pursuant to any Transfer of Registrable JV Securities or otherwise, except that each Shareholder may assign all or any portion of its rights hereunder to that: (i) any Permitted Transferee of such acquiring JV Securities or a Person acquiring JV Securities from any Shareholder with respect to not less than 5% of the outstanding Common Shares at the time of such transferin a Transfer; provided, however, that no such minimum share assignment requirement shall be necessary for an assignment by a Shareholder which is a (i) partnership to its partners in accordance with their partnership interests, (ii) any Person acquiring JV Securities from any Shareholder in a limited liability company to its members Transfer in accordance compliance with their interests the Joint Venture Agreement shall, in the limited liability companyeach case, (iii) a corporation to its stockholders in accordance with their interests in the corporation or (iv) to an Affiliate of such Shareholder. Any such Permitted Transferee must (unless already bound hereby) execute and deliver to the Company JV Entities an agreement to be bound by this Agreement in the form of Exhibit A C hereto (a “Joinder Agreement”) and shall thenceforth be a “Shareholder.” Any such transfer to ”; and (iii) any Person who acquires all or substantially all of the JV Securities of either Shell or Cosan in a Permitted Transferee must be Transfer in compliance with the Securities Act Joint Venture Agreement shall, in each case, execute and any other applicable securities deliver to the JV Entities an agreement to be bound by this Agreement in the form of Exhibit C hereto and shall thenceforth be a “blue skyShareholder” laws. and either (cin the case of a direct or indirect purchase of the Cosan Interest (as defined in the Joint Venture Agreement)) Nothing “Cosan” or (in this the case of a direct or indirect purchase of the Shell Interest (as defined in the Joint Venture Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities )) “Shell” for all purposes under or by reason of this Agreement.

Binding Effect; Assignability; Benefit. (a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and permitted assigns. Any Employee Shareholder that ceases to own beneficially any Registrable Company Securities shall cease to be bound by the terms hereof (other than (i) the provisions of Article 3 applicable to such Shareholder with respect to any offering of Registrable Securities completed before the date such Shareholder ceased to own any Registrable Securities Sections 5.01, 6.03, 6.06, 6.07, 6.08 and (ii) this Article 46.09). (b) Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto pursuant to any Transfer of Registrable Company Securities or otherwise, except that each Shareholder may assign all or any portion of its rights hereunder to any Permitted Transferee acquiring Company Securities, Person acquiring Company Securities from any Employee Shareholder in a Transfer in compliance with Article 3 or Person acquiring Company Securities that is required or permitted by the terms of such Shareholder with respect to not less than 5% this Agreement or any employment agreement or stock purchase, option, stock option or other compensation plan of the outstanding Common Shares at the time of such transfer; provided, however, that no such minimum share assignment requirement Company or any Subsidiary to become a party hereto shall be necessary for an assignment by a Shareholder which is a (i) partnership to its partners in accordance with their partnership interests, (ii) a limited liability company to its members in accordance with their interests in the limited liability company, (iii) a corporation to its stockholders in accordance with their interests in the corporation or (iv) to an Affiliate of such Shareholder. Any such Permitted Transferee must (unless already bound hereby) execute and deliver to the Company an agreement to be bound by this Agreement in the form of Exhibit A hereto (a “Joinder Agreement”) and shall thenceforth be a “Shareholder.” Any an Employee Shareholder for purposes of this Agreement and shall be subject to all of the terms, conditions, limitations and restrictions applicable to Employee Shareholders hereunder. The Company shall update Schedule A attached hereto to include any such transfer to a Permitted Transferee must be in compliance with additional Employee Shareholders without further action on the Securities Act and any part of the other applicable securities “blue sky” lawsparties hereto. (c) Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Binding Effect; Assignability; Benefit. (a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and permitted assigns; provided that rights granted to any Holder hereunder may only be assigned in connection with a transfer of Registrable Securities to the assignee in accordance with the following paragraph; and provided further that an Initial Investor Holder's demand registration rights under clause (y) of the first paragraph of Section 2.01(a) may not be assigned without the Company's consent. The Company shall not assign this Agreement, in whole or in part. Any Shareholder that ceases purported assignment not in accordance with this Agreement shall be null and void. Each Holder agrees not to own beneficially transfer any portion of its Registrable Securities shall cease to be bound by the terms hereof (other than unless (i) there is then in effect a registration statement under the provisions Securities Act covering such proposed transfer or (ii) such transfer is made in accordance with Rule 144 under the Securities Act or another available exemption from registration under the Securities Act. In connection with any transfer of Article 3 applicable Registrable Securities described in clause (ii) of the preceding sentence, the transferring Holder may also assign to such Shareholder the transferee rights and obligations under this Agreement with respect to any offering of Registrable Securities so transferred, and upon the Company's receipt from the assignee a completed before the date such Shareholder ceased to own any Registrable Securities and (ii) this Article 4). (b) Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto pursuant to any Transfer of Registrable Securities or otherwise, except that each Shareholder may assign all or any portion of its rights hereunder to any Permitted Transferee of such Shareholder with respect to not less than 5% of the outstanding Common Shares at the time of such transfer; provided, however, that no such minimum share assignment requirement shall be necessary for an assignment by a Shareholder which is a (i) partnership to its partners in accordance with their partnership interests, (ii) a limited liability company to its members in accordance with their interests in the limited liability company, (iii) a corporation to its stockholders in accordance with their interests in the corporation or (iv) to an Affiliate of such Shareholder. Any such Permitted Transferee must (unless already bound hereby) execute and deliver to the Company an agreement to be bound by this Agreement executed Joinder substantially in the form of Exhibit A hereto (a “Joinder Agreement”) and shall thenceforth hereto, such assignee will be deemed to also be a “ShareholderHolder under this Agreement.” Any (b) The Company shall promptly provide to any Holder that, together with its Affiliates, owns 10% or more of the Registrable Securities (assuming for this purpose that all Preferred Shares are converted in full, and irrespective of any limitations on conversion contemplated by the Certificate of Designations of such transfer to stock), upon its request, a Permitted Transferee must be copy of the most current listing in compliance with the Company's or its agents' possession of the names and addresses of the then-current Holders of Registrable Securities Act and any other applicable securities “blue sky” lawsthe number of Registrable Securities respectively held by them. (c) Nothing in this Agreement, expressed or implied, is intended to confer on any Person (other than the parties hereto, and their respective heirs, successors, legal representatives and permitted assigns, and Indemnified Parties under Sections 2.06, 2.07, 2.08 and 2.09 hereof), any rights, remedies, obligations rights or liabilities remedies under or by reason of this Agreement.

Binding Effect; Assignability; Benefit. (a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and permitted assigns. Any Shareholder that ceases to own beneficially any Registrable Securities shall cease to be bound by the terms hereof (other than (i) the provisions of Article ‎Article 3 applicable to such Shareholder with respect to any offering of Registrable Securities completed before the date such Shareholder ceased to own any Registrable Securities and (ii) this Article ‎Article 4). (b) Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto pursuant to any Transfer of Registrable Securities or otherwise, except that each Shareholder may assign all or any portion of its rights hereunder to any Permitted Transferee of such Shareholder with respect to not less than 5% of the outstanding Common Shares at the time of such transfer; provided, however, that no such minimum share assignment requirement shall be necessary for an assignment by a Shareholder which is a (i) partnership to its partners in accordance with their partnership interests, (ii) a limited liability company to its members in accordance with their interests in the limited liability company, (iii) a corporation to its stockholders in accordance with their interests in the corporation or (iv) to an Affiliate of such Shareholder. Any such Permitted Transferee must (unless already bound hereby) execute and deliver to the Company an agreement to be bound by this Agreement in the form of Exhibit A hereto (a “Joinder Agreement”) and shall thenceforth be a “Shareholder.” Any such transfer to a Permitted Transferee must be in compliance with the Securities Act and any other applicable securities “blue sky” laws. (c) Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Binding Effect; Assignability; Benefit. (a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and permitted assigns. Any Shareholder that ceases to own beneficially any Registrable Company Securities shall cease to be bound by the terms hereof (other than (i) the provisions of Article 3 applicable to such Shareholder with respect to any offering of Registrable Securities completed before the date such Shareholder ceased to own any Registrable Securities Company Securities, and (ii) this Article 4). (b) Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto pursuant to any Transfer of Registrable Securities or otherwise, except that each Shareholder may assign all or any portion of its rights hereunder to any Permitted Transferee of such Shareholder with respect to not less than 5% of the outstanding Common Shares at the time of such transfer; provided, however, that no such minimum share assignment requirement shall be necessary for an assignment by a Shareholder which is a (i) partnership to its partners in accordance with their partnership interests, (ii) a limited liability company to its members in accordance with their interests in the limited liability company, (iii) a corporation to its stockholders in accordance with their interests in the corporation or (iv) to an Affiliate of such Shareholder. Any such Permitted Transferee must shall (unless already bound hereby) execute and deliver to the Company an agreement to be bound by this Agreement in the form of Exhibit A hereto (a “Joinder Agreement”) and shall thenceforth be a “Shareholder.” Any such transfer to a Permitted Transferee must be in compliance with the Securities Act and any other applicable securities “blue sky” laws”. (c) By execution of this Agreement or a Joinder Agreement, (i) each Permitted Transferee of RCAP Holdings and (ii) each Permitted Transferee of a Permitted Transferee described in the foregoing clause (i) (any of the Shareholders described in the foregoing clauses (i) or (ii) above, a “RCAP Holdings Permitted Transferee”), hereby irrevocably appoints RCAP Holdings as its agent and representative for the sole purpose of amending, or granting a waiver under, this Agreement, and consents to the taking by RCAP Holdings of any and all actions and the making of any decisions required or permitted to be taken by such RCAP Holdings Permitted Transferee in accordance with this Section 4.01(c) solely in connection with any amendment of, or waiver under, this Agreement; provided, however, that (A) RCAP Holdings shall only be permitted to act on behalf of the RCAP Holdings Permitted Transferees in accordance with the instructions of those RCAP Holdings Permitted Transferees holding a majority of the Registrable Securities held by all the RCAP Holdings Permitted Transferees, and (B) RCAP Holdings shall not be permitted to agree, on behalf of any RCAP Holdings Permitted Transferee, to any amendment of, or waiver under, this Agreement to the extent that such amendment or waiver would disproportionately or adversely affect the rights and/or interests of such RCAP Holdings Permitted Transferee relative to RCAP Holdings or any other RCAP Holdings Permitted Transferee without the prior written consent of the such RCAP Holdings Permitted Transferee. The Company shall be entitled to deal exclusively with RCAP Holdings on the matters described in the immediately preceding sentence relating to this Agreement, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of a RCAP Holdings Permitted Transferee by RCAP Holdings, and on any other action taken or purported to be taken on behalf of a RCAP Holdings Permitted Transferee by RCAP Holdings, in each case solely with respect to such matters, as fully binding upon such RCAP Holdings Permitted Transferee. Upon the dissolution or termination of RCAP Holdings or any successor agent and representative, those RCAP Holdings Permitted Transferees holding a majority of the Registrable Securities then-held by all RCAP Holdings Permitted Transferees shall appoint a RCAP Holdings Permitted Transferee as their agent and representative for all purposes under this Section 4.01(c). (d) By execution of this Agreement or a Joinder Agreement, (i) each Permitted Transferee of Management LLC and (ii) each Permitted Transferee of a Permitted Transferee described in the foregoing clause (i) (any of the Shareholders described in the foregoing clauses (i) or (ii), a “Management LLC Permitted Transferee”) irrevocably appoints Management LLC as its agent and representative for the sole purpose of amending, or granting a waiver under, this Agreement, and consents to the taking by Management LLC of any and all actions and the making of any decisions required or permitted to be taken by such Management LLC Permitted Transferee in accordance with this Section 4.01(d) solely in connection with any amendment of, or waiver under, this Agreement; provided, however, that (i) Management LLC shall only be permitted to act on behalf of the Management LLC Permitted Transferees in accordance with the instructions of those Management LLC Permitted Transferees holding a majority of the Registrable Securities held by all the Management LLC Permitted Transferees, and (ii) Management LLC shall not be permitted to agree, on behalf of any Management LLC Permitted Transferee, to any amendment of, or waiver under, this Agreement to the extent that such amendment or waiver would disproportionately or adversely affect the rights and/or interests of such Management LLC Permitted Transferee relative to Management LLC or any other Management LLC Permitted Transferee without the prior written consent of the such Management LLC Permitted Transferee. The Company shall be entitled to deal exclusively with Management LLC on the matters described in the immediately preceding sentence relating to this Agreement, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of a Management LLC Permitted Transferee by Management LLC, and on any other action taken or purported to be taken on behalf of a Management LLC Permitted Transferee by Management LLC, in each case solely with respect to such matters, as fully binding upon such Management LLC Permitted Transferee. Upon the dissolution or termination of Management LLC or any successor agent and representative, those Management LLC Permitted Transferees holding a majority of the Registrable Securities then-held by all Management LLC Permitted Transferees shall appoint a Management LLC Permitted Transferee as their agent and representative for all purposes under this Section 4.01(d). (e) Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Binding Effect; Assignability; Benefit. (a) This Agreement shall become effective immediately prior to the IPO Effective Time and shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and permitted assigns. Any Shareholder that ceases to beneficially own beneficially any Registrable Company Securities shall cease to be bound by the terms hereof (other than (i) Section 2.05 through Section 2.08, to the provisions of extent applicable, and Article 3 applicable to such Shareholder with respect to any offering of Registrable Securities completed before the date such Shareholder ceased to own any Registrable Securities and (ii) this Article 43). (b) Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto pursuant to any Transfer of Registrable Company Securities or otherwise, except that each Shareholder may assign all or any portion of its rights hereunder to any Permitted Transferee of such Shareholder with respect to not less than 5% of the outstanding Common Shares at the time of such transfer; provided, however, that no such minimum share assignment requirement shall be necessary for an assignment by a Shareholder which is a (i) partnership to its partners or other Person acquiring Company Securities in accordance with their partnership intereststhe provisions of this Agreement (other than in a Public Offering or pursuant to Rule 144) or pursuant to any employment agreement or stock purchase, (ii) option, stock option or other compensation plan of the Company or any Subsidiary may, at its sole discretion, become a limited liability company to its members in accordance with their interests in the limited liability company, (iii) a corporation to its stockholders in accordance with their interests in the corporation or (iv) to an Affiliate of such Shareholder. Any such Permitted Transferee must party hereto (unless already bound hereby) execute by executing and deliver delivering to the Company an agreement to be bound by this Agreement in the form of Exhibit A hereto (a “Joinder Agreement”) and shall thenceforth be a “Shareholder.” Any such transfer to a Permitted Transferee must be in compliance with the Securities Act Shareholder (and any other applicable securities “blue sky” lawsInvestor, if applicable) as defined herein. (c) Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this AgreementAgreement except that each Person listed on Part I of Schedule 1.01 to the extent such Person is not a party to this Agreement shall be a third party beneficiary with respect to this Agreement and shall be entitled to the rights and benefits of, and to enforce, the provisions hereof as if such Person was a “Shareholder”. (d) BHC shall be a third party beneficiary with respect to Section 2.01(a)(ii), Section 2.01(e)(i) and Section 2.02(b)(ii) solely to the extent set forth therein and shall be entitled to the rights and benefits of, and to enforce, the provisions thereof (so long as BHC shall continue to have “Registration Rights” pursuant to Article V of the Bridge Warrant).