Common use of Certain Permitted Transfers Clause in Contracts

Certain Permitted Transfers. Notwithstanding any other provision of this Agreement to the contrary, each Minority Investor shall be entitled from time to time to Transfer any or all of the shares of Company Common Stock held by it (i) to any of its Affiliates, (ii) to in the case of any transferor which is a partnership or limited liability company, any partners or members of such transferor, (iii) in the case of any transferor which is a trust, to the beneficiaries of such transferor, (iv) in the case of any transferor who is an individual, to such transferor’s current or former spouse or direct lineal descendants (including adopted direct lineal descendants or surviving spouses (whether or not remarried) of deceased direct lineal descendants) or antecedents, a charitable remainder trust, trust, corporation, limited liability company or partnership, in any such case (as applicable), the beneficiaries, stockholders, members or limited or general partners of which, include only such transferor and/or such transferor’s current or former spouse and/or such transferor’s direct lineal descendants (including adopted direct lineal descendants or surviving spouses (whether or not remarried) of deceased direct lineal descendants) or antecedents, or the executor, administrator, testamentary trustee, legatee or beneficiary of any deceased transferor holding shares of Company Common Stock, (v) if such Transfer is approved by the Board, or (vi) in accordance with Section 2.4 or Section 4.1 hereof; provided, however, that in the case of clauses (i) through (v) of this Section 2.2, (x) the Minority Investor making the Transfer must first give the Company at least ten (10) Business Days’ prior written notice of such Transfer, which notice must include the name and address of the proposed transferee and the number of shares of Company Common Stock to be Transferred, (y) any such transferee duly executes and delivers an Assumption Agreement, and (z) if requested by the Company, the Company has been furnished with an opinion of counsel in connection with such Transfer, in form and substance reasonably satisfactory to the Company, to the effect that no registration under the Securities Act or any state securities or “blue sky” laws is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or “blue sky” laws.

Certain Permitted Transfers. Notwithstanding any other provision of this Agreement to the contrary, each Minority Investor shall be entitled from time to time to Transfer any or all of the shares of Company Common Stock held by it to (i) to any one or more of its respective Affiliates, (ii) to in the case of any transferor which is a partnership or limited liability company, any partners or members of such transferor, (iii) in the case of any transferor which is a trust, to the beneficiaries of such transferor, (iv) in the case of any transferor who is an individual, to such transferor’s current or former spouse or direct lineal descendants (including adopted direct lineal descendants or surviving spouses (whether or not remarried) of deceased direct lineal descendantschildren) or antecedents, antecedents or a charitable remainder trust or trust, trustin either case the current beneficiaries of which, or to a corporation, limited liability company or partnership, in any such case (as applicable), the beneficiaries, stockholders, members or limited or general partners of which, include only such transferor and/or such transferor’s current or former spouse and/or such transferor’s direct lineal descendants (including adopted direct lineal descendants or surviving spouses (whether or not remarried) of deceased direct lineal descendantschildren) or antecedents, or the executor, administrator, testamentary trustee, legatee or beneficiary of any deceased transferor holding shares of Company Common Stock, Stock or (v) if such Transfer is approved by the Board, or (vi) in accordance with Section 2.4 or Section Sections 4.1 and 4.3 hereof; provided, however, that in the case of clauses (i) through — (viv) of this Section 2.2, (x) the Minority Investor making the Transfer must first give the Company at least ten (10) Business Days’ Days prior written notice of such Transfer, which notice must include the name and address of the proposed transferee and the number of shares of Company Common Stock to be Transferred, (y) any such transferee duly executes and delivers an Assumption Agreement, and (z) if requested by the Company, the Company has been furnished with an opinion of counsel in connection with such Transfer, in form and substance reasonably satisfactory to the Company, to the effect that no registration under the Securities Act or any state securities or “blue sky” laws is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or “blue sky” laws.

Certain Permitted Transfers. Notwithstanding The Company acknowledges that any other provision of this Agreement the following transfers of Stockholder Shares by a Stockholder are subject only to the contraryrestrictions contained in Sections 2(a)(ii) through 2(a)(iii) hereof (and each of the persons or entities to whom a transfer is made pursuant to this Section 3 is herein called a "Permitted Transferee"): (a) a transfer upon or consequent to the death of a Stockholder or a Permitted Transferee to the executors, each Minority Investor shall be entitled from time administrators, personal representatives, testamentary trustees, legatees or beneficiaries of a Stockholder or a Stockholder's Permitted Transferee; (b) a transfer made to time a Stockholder's spouse, parent or issue or a Stockholder's Permitted Transferee, or to Transfer any or a trust, all of the shares beneficiaries of Company Common Stock held by it which, or to a corporation, all of the stockholders of which include only a Stockholder or a Stockholder's spouse, parents or issue or a Stockholder's Permitted Transferee, or a trust for the sole benefit of one or more of the foregoing; (i) to any of its Affiliates, (ii) to in the case of any transferor which is a partnership or limited liability company, any partners or members of such transferor, (iiic) in the case of any transferor a Stockholder or a Stockholder's Permitted Transferee which is a corporation, a transfer to an Affiliate (as hereinafter defined) of such corporation; and, in the case in which a Stockholder or Permitted Transferee is a trust, a transfer to any other trust or entity which is controlled by the beneficiaries currently existing trustee of such transferortrust and, (iv) in the case of any transferor who is an individuala grantor trust, to such transferor’s current grantor or former spouse or direct lineal descendants (including adopted direct lineal descendants or surviving spouses (whether or not remarried) of deceased direct lineal descendants) or antecedents, a charitable remainder trust, trust, corporation, limited liability company or partnership, in any such case (as applicable), the beneficiaries, stockholders, members or limited or general partners of which, include only such transferor and/or such transferor’s current or former spouse and/or such transferor’s direct lineal descendants (including adopted direct lineal descendants or surviving spouses (whether or not remarried) of deceased direct lineal descendants) or antecedents, or the executor, administrator, testamentary trustee, legatee or beneficiary of any deceased transferor holding shares of Company Common Stock, (v) if such Transfer is approved by the Board, or (vi) in accordance with Section 2.4 or Section 4.1 hereofhis issue; provided, however, that that, if a transferee specified in the case of clauses this paragraph (ic) through (v) of this Section 2.2, (x) the Minority Investor making the Transfer must first give the Company at least ten (10) Business Days’ prior written notice of such Transfer, which notice must include the name and address of the proposed transferee and the number of shares of Company Common Stock ceases to be Transferred, (y) any such transferee duly executes and delivers an Assumption Agreement, and (z) if requested controlled by the Companydesignated partner, trustee or grantor, or ceases to be owned by the Company has been furnished with an opinion of counsel in connection with such Transfertransferor corporation, in form and substance reasonably satisfactory Stockholder's Shares held by the transferee shall either be transferred back to the Company, Stockholder or to the effect that no registration under the Securities Act another Permitted Transferee; and (d) a transfer by a Permitted Transferee of a Stockholder to a Stockholder or to any state securities or “blue sky” laws is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or “blue sky” lawsother Stockholder's Permitted Transferee.

Certain Permitted Transfers. Notwithstanding any other provision of anything in this Agreement to the contrary, each Minority the restrictions contained in Sections 3.3, 3.4 and 3.5 of this Agreement with respect to transfers of Common Shares and Preferred Shares shall not apply to: (a) any transfer without consideration by an Individual Existing Stockholder to the spouse or issue of such Individual Existing Stockholder or to a trust of which there are no principal beneficiaries other than the spouse or issue of such Individual Existing Stockholder; (b) any transfer to a legal representative in the event any Individual Existing Stockholder becomes mentally incompetent; (c) any transfer by a JPM Investor shall be entitled from time to time any other JPM Investor and any transfer by a Clipper Investor to Transfer any or all of the shares of Company Common Stock held other Clipper Investor; (d) any transfer by it an Institutional Investor (i) that is a partnership to any one or more of its Affiliates, present partners or to another partnership under common control with such Institutional Investor or (ii) to in an Affiliate of such Institutional Investor; 31 (e) any transfer by a Stockholder to the case of Company pursuant to any transferor agreement between the Company and that Stockholder; and (f) any transfer by a Stockholder which is a partnership corporation to its ultimate parent corporation (a "Parent") or limited liability company, to any partners wholly owned direct or members indirect subsidiary of such transferorParent (a "Controlled Subsidiary"), (iii) it being understood with respect to such Controlled Subsidiary that the later sale, liquidation or spin-off of such Controlled Subsidiary or other transaction in which the Parent ceases to control, directly or indirectly, 100% of the equity of the Controlled Subsidiary would constitute an indirect sale of Common Shares or Preferred Shares, as the case may be, which sale may only be made in compliance with the terms and restrictions set forth in this Agreement; PROVIDED THAT in each of any transferor which is a trust, to the beneficiaries of such transferor, cases (iv) in the case of any transferor who is an individual, to such transferor’s current or former spouse or direct lineal descendants (including adopted direct lineal descendants or surviving spouses (whether or not remarried) of deceased direct lineal descendants) or antecedents, a charitable remainder trust, trust, corporation, limited liability company or partnership, in any such case (as applicable), the beneficiaries, stockholders, members or limited or general partners of which, include only such transferor and/or such transferor’s current or former spouse and/or such transferor’s direct lineal descendants (including adopted direct lineal descendants or surviving spouses (whether or not remarried) of deceased direct lineal descendants) or antecedents, or the executor, administrator, testamentary trustee, legatee or beneficiary of any deceased transferor holding shares of Company Common Stock, (v) if such Transfer is approved by the Board, or (vi) in accordance with Section 2.4 or Section 4.1 hereof; provided, however, that in the case of clauses (ia) through (vf) of each transferee agrees in writing to take subject to and to comply with the restrictions on transfer contained in this Section 2.2Agreement. In addition, (x) the Minority Investor making the Transfer must first give the Company at least ten (10) Business Days’ prior written notice of such Transfer, which notice must include the name and address none of the proposed transferee and the number restrictions on transfers of shares contained in this Agreement shall apply to a transfer by an Individual Existing Stockholder upon his or her death, by will, by the laws of Company Common Stock to be Transferreddescent or by operation of law, (y) except that any such transferee duly executes shall be deemed to take such shares subject to all provisions of this Agreement applicable to the transferor. Any transfer of Common Shares or Preferred Shares pursuant to and delivers an Assumption in compliance with this Section 3.2 shall be a permitted transfer under this Agreement, and any transferee of Common Shares or Preferred Shares pursuant to and in compliance with this Section 3.2 (z) if requested by other than the Company, the Company has been furnished with an opinion of counsel in connection with such Transfer, in form and substance reasonably satisfactory ) is herein referred to as a "Permitted Transferee." Each Permitted Transferee (other than the Company), to the effect that no registration under the Securities Act or any state securities or “blue sky” laws is required because if not previously a Stockholder, shall, upon consummation of the availability transfer, be deemed a Stockholder, and each such Permitted Transferee of an exemption from registration under a JPM Related Investor, Clipper Related Investor, Incomnet Related Shareholder, Xxxxx Related Shareholder or Xxxxx Related Shareholder shall, with respect to such transferred shares upon consummation of the Securities Act and all applicable state securities transfer, be deemed a JPM Related Investor, Clipper Related Investor, Incomnet Related Shareholder, Xxxxx Related Shareholder or “blue sky” lawsXxxxx Related Shareholder, as the case may be, for purposes of this Agreement.

Certain Permitted Transfers. Notwithstanding The restrictions set forth in this Section 4 shall not apply with respect to any other provision Transfer of this Agreement to the contrary, each Minority Investor shall be entitled from time to time to Transfer any or all of the shares of Company Common Stock held by it Vested Units made (i) in the event of the death of such holder of Executive Units, by will or pursuant to any applicable laws of its Affiliatesdescent and distribution, (ii) to such Person’s legal guardian (in case of any mental incapacity) or (iii) among such Person’s Family Group (each such Transfer, a “Permitted Transfer”); provided that the restrictions contained in this Agreement will continue to be applicable to the Executive Units after any Transfer pursuant to Section 4(b). At least 15 days prior (other than in the case of any transferor which is a partnership or limited liability company, any partners or members of such transferor, (iii) in the case of any transferor which is a trust, to the beneficiaries of such transferor, (iv) in the case of any transferor who is an individual, to such transferor’s current or former spouse or direct lineal descendants (including adopted direct lineal descendants or surviving spouses (whether or not remarried) of deceased direct lineal descendants) or antecedents, a charitable remainder trust, trust, corporation, limited liability company or partnership, in any such case (as applicable), the beneficiaries, stockholders, members or limited or general partners of which, include only such transferor and/or such transferor’s current or former spouse and/or such transferor’s direct lineal descendants (including adopted direct lineal descendants or surviving spouses (whether or not remarried) of deceased direct lineal descendants) or antecedents, or the executor, administrator, testamentary trustee, legatee or beneficiary of any deceased transferor holding shares of Company Common Stock, (v) if such Transfer is approved by the Board, or (vi) in accordance with Section 2.4 or Section 4.1 hereof; provided, however, that in the case of Transfers pursuant clauses (i) through or (vii) above, in which case as promptly as practical following such Transfer) to the Transfer of Executive Units pursuant to this Section 2.24(b), (xthe Transferee(s) the Minority Investor making the Transfer must first give the Company at least ten (10) Business Days’ prior will deliver a written notice of such Transfer, which notice must include the name and address of the proposed transferee and the number of shares of Company Common Stock to be Transferred, (y) any such transferee duly executes and delivers an Assumption Agreement, and (z) if requested by the Company, the Company has been furnished with an opinion of counsel in connection with such Transfer, in form and substance reasonably satisfactory to the Company, which notice shall disclose in reasonable detail the identity of such Transferee. Any Transferee of Executive Units pursuant to a Transfer in accordance with the provisions of this Section 4(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 interest in any such Permitted Transferee or (ii) Transferring the securities of any entity holding (directly or indirectly) Executive Units, and (B) if the Board determines that the Transfer of Executive Units to a Permitted Transferee pursuant to this Section 4(b) would have an adverse effect on the Company, including by causing the Company to become subject to the effect that no registration under the Securities Act or any state securities or “blue sky” laws is required because reporting requirements of the availability of an exemption from registration under Exchange Act, the Securities Act and all applicable state securities or “blue sky” lawsBoard may prohibit any such Transfer pursuant to this Section 4(b).

Certain Permitted Transfers. Notwithstanding anything to the contrary contained in the foregoing, any other provision holder of a direct or indirect ownership interest in Borrower as of the date of this Agreement (an "Interest Holder") shall have the right to transfer its ownership interest without Subordinated Lender's prior consent, provided, that, (A) after taking into account any prior transfers and the current transfer pursuant to this paragraph, whether to the contraryproposed transferee or otherwise, each Minority Investor no such transfer or series of transfers shall be entitled from time result in (I) the proposed transferee (together with any other transferees pursuant to time to Transfer any this paragraph) owning (directly or all indirectly, or beneficially) more than forty-nine percent (49%) of the shares of Company Common Stock held by it (i) to any of its Affiliates, (ii) to direct or indirect ownership interests in the case of any transferor which is a partnership or limited liability company, any partners or members of such transferor, (iii) in the case of any transferor which is a trust, to the beneficiaries of such transferor, (iv) in the case of any transferor who is an individual, to such transferor’s current or former spouse or direct lineal descendants (including adopted direct lineal descendants or surviving spouses (whether or not remarried) of deceased direct lineal descendants) or antecedents, a charitable remainder trust, trust, corporation, limited liability company or partnership, in any such case (as applicable), the beneficiaries, stockholders, members or limited or general partners of which, include only such transferor and/or such transferor’s current or former spouse and/or such transferor’s direct lineal descendants (including adopted direct lineal descendants or surviving spouses (whether or not remarried) of deceased direct lineal descendants) or antecedents, or the executor, administrator, testamentary trustee, legatee or beneficiary of any deceased transferor holding shares of Company Common Stock, (v) if such Transfer is approved by the BoardBorrower, or (viII) a transfer of more than forty-nine percent (49%) of the direct or indirect ownership interests in accordance Borrower; (B) no Event of Default has occurred and remains uncured; (C) no change of control affecting Borrower shall occur as a result of such transfer; (D) such transferee shall be a reputable entity or person of good character, creditworthy and with Section 2.4 or Section 4.1 hereofsufficient financial net worth; provided, however, that (E) such transferee and all transferees in the case aggregate under this paragraph shall have no voting rights and shall not possess the power to, directly or indirectly, direct the management and policies of clauses Borrower in any way, whether through the ownership of voting securities, by contract or otherwise; (iF) through (v) any provisions in any of this Section 2.2the organizational documents of either Borrower or any Subsidiary that require the unanimous affirmative vote or consent of all the holders of ownership interests in Borrower or any Subsidiary, (x) as applicable, or any other applicable voting threshold, shall not require or include the Minority Investor making the Transfer must first give the Company at least ten (10) Business Days’ prior written notice vote or consent of such Transferproposed transferee or transferees; and (G) no transferee shall be an investment bank, which notice must include the name and address securities firm, institutional lender, or other significant competitor of Credit Suisse First Boston in any substantial line of business of Credit Suisse First Boston, or an officer, director, or employee of any of the proposed transferee and the number of shares of Company Common Stock to be Transferred, (y) any such transferee duly executes and delivers an Assumption Agreement, and (z) if requested by the Company, the Company has been furnished with an opinion of counsel in connection with such Transfer, in form and substance reasonably satisfactory to the Company, to the effect that no registration under the Securities Act or any state securities or “blue sky” laws is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or “blue sky” lawsforegoing.

Certain Permitted Transfers. Notwithstanding any other provision of anything contained in this Agreement to the contrary, each Minority Investor shall Interests may be entitled from time Transferred, subject to time to Transfer any or all this Article VIII, including the last paragraph of the shares of Company Common Stock held this Section 8.2, as follows: (a) by it (i) Xxxxxxx to any member of his Family; (b) Xxxxxxx or any Permitted Transferee thereof may transfer his, her or its AffiliatesInterest, (ii) as applicable, to in the case of any transferor which is a partnership or corporation, limited liability company, trust or partnership (including, without limitation, a family limited partnership) which Xxxxxxx or any partners member of his Family, or such Permitted Transferee, (i) owns, directly or indirectly, all of the equity interest in such entity, and (ii) has solely voting power with respect thereto; (c) upon termination of any trust or a trust or custodianship under the Uniform Gifts to Minors Act, by a trustee or custodian to the person or persons who, in accordance with the terms of such trust or custodianship, are entitled to receive the Interest held in trust or custody; (d) NASDI Holdings may transfer its Interest to any Person which is an Affiliate, and without limiting the foregoing a Change in Control shall not constitute a Transfer; (e) by a Member or by a Permitted Transferee to any Person provided the prior approval of a majority of the disinterested members of such transferor, (iii) in the case Board of Managers to any transferor which is a trust, to the beneficiaries of such transferor, (iv) in the case of any transferor who is an individual, to such transferor’s current or former spouse or direct lineal descendants (including adopted direct lineal descendants or surviving spouses (whether or not remarried) of deceased direct lineal descendants) or antecedents, a charitable remainder trust, trust, corporation, limited liability company or partnership, in any such case (as applicable), the beneficiaries, stockholders, members or limited or general partners of which, include only such transferor and/or such transferor’s current or former spouse and/or such transferor’s direct lineal descendants (including adopted direct lineal descendants or surviving spouses (whether or not remarried) of deceased direct lineal descendants) or antecedents, or the executor, administrator, testamentary trustee, legatee or beneficiary of any deceased transferor holding shares of Company Common Stock, (v) if such Transfer is approved obtained by the Board, or proposed transfer; or (vif) in accordance with Section 2.4 or Section 4.1 hereoffrom the Transferor to the Company; provided, however, that in or (g) any Transfer of an Interest (whether a Class A Interest and/or a Class B Interest) held by the case of clauses (i) through (v) of initial Class A Member. Any Interest permitted to be Transferred by this Section 2.28.2 shall remain subject thereafter to the restrictions on Transfer contained in this Agreement and, (x) the Minority Investor making the Transfer must first give the Company at least ten (10) Business Days’ prior written notice of as a condition to any such Transfer, which notice must include each Transferee thereof (a “Permitted Transferee”) shall be required to execute and deliver to the name Company a properly completed Supplement to this Agreement and address agree to become a party to this Agreement and be bound by the provisions of the proposed transferee and the number of shares of Company Common Stock to be Transferred, (y) any such transferee duly executes and delivers an Assumption this Agreement, and (z) if requested by the Companydeliver such other documents, instruments and certificates as the Company has may reasonably request in order that the Company may be satisfied that the foregoing requirements have been furnished with an opinion of counsel in connection with such Transfer, in form and substance reasonably satisfactory to the Company, to the effect that no registration under the Securities Act or any state securities or “blue sky” laws is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or “blue sky” lawssatisfied.

Certain Permitted Transfers. 5.1 Notwithstanding any other provision the foregoing provisions of this Agreement to the contraryAnnex “A”, each Minority Investor shall be entitled from time of the Limited Partners may transfer a portion of its Beneficial Interests to time to Transfer any an entity in which the Limited Partner beneficially holds, directly or indirectly (including through other such wholly-owned entities), all of the shares of Company Common Stock held by it voting and equity interests in such entity (ieach, a “Permitted Transferee”) and Permitted Transferees may transfer Beneficial Interests to any of its Affiliates, (ii) to other Permitted Transferees and the Limited Partners in the case manner set forth in Section 5.2 below, and the Other Limited Partner’s Right of any transferor which is a partnership or limited liability companyFirst Refusal, any partners or members Right to Tag Along and Right of such transferorApproval shall not apply, (iii) in the case of any transferor which is a trust, to the beneficiaries of such transferor, (iv) in the case of any transferor who is an individual, to such transferor’s current or former spouse or direct lineal descendants (including adopted direct lineal descendants or surviving spouses (whether or not remarried) of deceased direct lineal descendants) or antecedents, a charitable remainder trust, trust, corporation, limited liability company or partnership, in any such case (as applicable), the beneficiaries, stockholders, members or limited or general partners of which, include only such transferor and/or such transferor’s current or former spouse and/or such transferor’s direct lineal descendants (including adopted direct lineal descendants or surviving spouses (whether or not remarried) of deceased direct lineal descendants) or antecedents, or the executor, administrator, testamentary trustee, legatee or beneficiary of any deceased transferor holding shares of Company Common Stock, (v) if such Transfer is approved by the Board, or (vi) in accordance with Section 2.4 or Section 4.1 hereof; provided, however, that in all such Beneficial Interests transferred by a Limited Partner or its Permitted Transferee shall continue to be subject to such rights as if such Beneficial Interests were still owned by the case transferring Limited Partner. 5.2 A Limited Partner or a Permitted Transferee may transfer all or any portion of clauses (i) through (v) its Beneficial Interests to one or more Permitted Transferees provided, however, that as a condition to the validity of this Section 2.2, (x) any such transfer: 5.2.1 the Minority Investor making the Transfer must first give the Company at least ten (10) Business Days’ prior Limited Partner or transferring Permitted Transferee shall have given written notice to the JV Entities and the Other Limited Partner of such Transfer, which notice must include the name and address details of the proposed transfer, including the Limited Partner’s certification that the transferee is a Permitted Transferee and the number of shares of Company Common Stock to be Transferred, (y) any such transferee duly executes and delivers an Assumption Agreement, and (z) if requested by the Company, the Company has been furnished with an opinion of counsel that all necessary approvals in connection with such Transfer, transfer have been obtained and providing appropriate supporting documents. 5.2.2 such Permitted Transferee shall agree in form writing to be bound by all the terms and substance reasonably satisfactory provisions of the Partnership Agreement and the JV Agreement and to assume all of the obligations hereunder to the Company, to same extent as the effect transferring Limited Partner; and 5.2.3 the transferring Limited Partner shall acknowledge in writing that no registration under it is not released from any of its obligations hereunder and that it shall be liable for and guarantees the Securities Act or any state securities or “blue sky” laws is required because performance by the Permitted Transferee of the availability of an exemption from registration under the Securities Act its obligations and all applicable state securities or “blue sky” lawsundertakings hereunder.

Certain Permitted Transfers. Notwithstanding any None of the restrictions contained in this Agreement with respect to Transfers of Company Stock or Convertible Securities (other provision than those set forth in Section 4.1(b) and this Section 4.2) shall apply (provided that such Transferee agrees that notwithstanding the terms of this Agreement Section 4.2, such Transferee shall not thereafter effect or allow a Transfer of such Company Stock or Convertible Securities to any Person to whom such transferor Stockholder would not be permitted to effect or allow a Transfer of such Company Stock pursuant to the contrary, each Minority Investor shall be entitled from time terms of this Agreement): (a) to time to any Transfer any or all of the shares of Company Common Stock held by it (i) by any Stockholder who is a natural person to such Stockholder's parents, spouse or former spouse, "domestic partner" or any of its Affiliatessuch Stockholder's issue (natural and adopted) (collectively, "RELATIVES"); (ii) to in the case of any transferor which is a partnership or limited liability company, any partners or members Legal Representative of such transferor, Stockholder if such Stockholder becomes incapacitated or upon death of a Stockholder; (iii) in the case of any transferor which by a Stockholder who is a trustnatural person by will, to intestacy laws or the beneficiaries laws of such transferor, descent or survivorship; (iv) in the case of any transferor by a Stockholder who is an individual, a natural Person by the laws of community property or otherwise pursuant to a court order upon the divorce of such transferor’s current Stockholder; or former spouse or direct lineal descendants (including adopted direct lineal descendants or surviving spouses (whether or not remarried) of deceased direct lineal descendants) or antecedents, a charitable remainder trust, trust, corporation, limited liability company or partnership, in any such case (as applicable), the beneficiaries, stockholders, members or limited or general partners of which, include only such transferor and/or such transferor’s current or former spouse and/or such transferor’s direct lineal descendants (including adopted direct lineal descendants or surviving spouses (whether or not remarried) of deceased direct lineal descendants) or antecedents, or the executor, administrator, testamentary trustee, legatee or beneficiary of any deceased transferor holding shares of Company Common Stock, (v) if to a trust or limited partnership of which there are no principal beneficiaries or partners other than such Stockholder and/or one or more Relatives of such Stockholder; (b) to any Transfer by either of Bessemer or Generation to its respective direct or indirect owners, including, without limitation, any of its respective partners, stockholders or equity owners thereof, and in respect of any such owner, to any Transfer that such owner would be permitted to make pursuant to this Section 4.2 as a Stockholder hereunder, including any such Transfer is approved by way of a distribution, in connection with any dissolution, partial or complete liquidation or otherwise; (c) to any Transfer by operation of law; or (d) the Board, or (viTransfers set forth on Schedule 4.2(d) in accordance with Section 2.4 or Section 4.1 hereofhereto; provided, however, that in the case of any Transfer described in one or more of clauses (a) through (d) above (each a "PERMITTED TRANSFER" and collectively the "PERMITTED TRANSFERS"): (i) through (v) of this Section 2.2, (x) the Minority Investor making the Transfer must first give the Company at least ten (10) Business Days’ prior written notice of such Transfer, which notice must include the name each Permitted Transferee shall have executed and address of the proposed transferee and the number of shares of Company Common Stock to be Transferred, (y) any such transferee duly executes and delivers an Assumption Agreement, and (z) if requested by the Company, the Company has been furnished with an opinion of counsel in connection with such Transfer, in form and substance reasonably satisfactory delivered to the Company, as a condition precedent to any Transfer or acquisition of Company Stock or Convertible Securities, an executed consent to be bound by the provisions of, and to become a party to, this Agreement, in the form of EXHIBIT A hereto (a "JOINDER AGREEMENT"), and shall have submitted to the effect Company such evidence as the Company may reasonably request to demonstrate that such Transferee is a Permitted Transferee; and (ii) the certificates issued to the Permitted Transferee which represent the Company Stock or Convertible Securities so Transferred shall bear the legends provided herein; provided, further, that the occurrence, following a Permitted Transfer referred to in clause (a)(v), of any event immediately following which the conditions set forth in clause (a)(v) are no registration under longer satisfied shall be deemed a Transfer of any Company Stock or Convertible Securities held by the Securities Act or applicable entity; and PROVIDED, FURTHER, that any state Transfer hereunder shall be effected in compliance with applicable securities or “blue sky” laws is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or “blue sky” laws.

Certain Permitted Transfers. (a) Notwithstanding any other provision of this Agreement to the contrarycontrary and without limiting the proviso to Section 2.1(a), each Minority Investor shall be entitled from time to time to Transfer any or all of the shares of Company Common Stock held by it to (i) to any of its Affiliates, (ii) to in the case of any transferor which is a partnership or limited liability company, any partners or members of such transferor, (iii) in the case of any transferor which is a trust, to the beneficiaries of such transferor, transferor or (iv) in the case of any transferor who is an individual, to such transferor’s current or former spouse or direct lineal descendants (including children and adopted direct lineal descendants or surviving spouses (whether or not remarried) of deceased direct lineal descendantschildren and grandchildren and adopted grandchildren) or antecedents, antecedents or a charitable remainder trust or trust, trustin either case the current beneficiaries of which, or to a corporation, limited liability company or partnership, in any such case (as applicable), the beneficiaries, stockholders, members or limited or general partners of which, include only such transferor and/or such transferor’s current or former spouse and/or such transferor’s direct lineal descendants (including children and adopted direct lineal descendants or surviving spouses (whether or not remarried) of deceased direct lineal descendantschildren and grandchildren and adopted grandchildren) or antecedents, or the executor, administrator, testamentary trustee, legatee or beneficiary of any deceased transferor holding shares of Company Common Stock, (v) if such Transfer is approved by the Board, or (vi) in accordance with Section 2.4 or Section 4.1 hereof; provided, however, provided that in the case of clauses (i) through (v) of this Section 2.2, (x) the Minority Investor making the Transfer must first give the Company at least ten (10) Business Days’ prior written notice of such Transfer, which notice must include the name and address of the proposed transferee and the number of shares of Company Common Stock to be Transferred, (y) any such transferee duly executes and delivers an Assumption AgreementAgreement to the Company, and (zy) if requested by the Company, the Company has been furnished with an opinion of counsel in connection with such Transfer, in form and substance reasonably satisfactory to the Company, to the effect that no registration under the Securities Act or any state securities or “blue sky” laws is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or “blue sky” laws; provided, that the Company may (in its sole discretion) waive the delivery of the written opinion of counsel if Stockholder provides the Company with other evidence in form and substance reasonably satisfactory to the Company. (b) Notwithstanding any other provision of this Agreement to the contrary, in the case of any Minority Investor who is a natural person, upon the death of such person, to the extent necessary to pay any applicable estate taxes, such deceased person’s heir or legal representative may pledge, encumber or otherwise subject such individual’s shares of Company Common Stock to a security interest in connection with a bona fide loan.

Certain Permitted Transfers. (a) Notwithstanding any other provision of this Agreement to the contrary, each Minority Investor shall be entitled from time to time to Transfer any or all of the shares Units or other equity securities of the Company Common Stock held by it to (i) to any of its Affiliates, (ii) to in the case of any transferor which is a partnership or limited liability company, any partners or members of such transferor, (iii) in the case of any transferor which is a trust, to the beneficiaries of such transferor, transferor or (iv) in the case of any transferor who is an individual, to such transferor’s current or former spouse or direct lineal descendants (including children and adopted direct lineal descendants or surviving spouses (whether or not remarried) of deceased direct lineal descendantschildren and grandchildren and adopted grandchildren) or antecedents, antecedents or a charitable remainder trust or trust, trustin either case the current beneficiaries of which, or to a corporation, limited liability company or partnership, in any such case (as applicable), the beneficiaries, stockholders, members or limited or general partners of which, include only such transferor and/or such transferor’s current or former spouse and/or such transferor’s direct lineal descendants (including children and adopted direct lineal descendants or surviving spouses (whether or not remarried) of deceased direct lineal descendantschildren and grandchildren and adopted grandchildren) or antecedents, or the executor, administrator, testamentary trustee, legatee or beneficiary of any deceased transferor holding shares Units or other equity securities of Company Common Stock, (v) if such Transfer is approved by the Board, or (vi) in accordance with Section 2.4 or Section 4.1 hereofCompany; provided, however, that in the case of clauses (i) through (v) of this Section 2.2, (x) the Minority Investor making the Transfer must first give the Company at least ten (10) Business Days’ prior written notice of such Transfer, which notice must include the name and address of the proposed transferee and the number of shares of Company Common Stock to be Transferred, (y) any such transferee duly executes and delivers an Assumption AgreementAgreement to the Company, and (zy) if to the extent reasonably requested by the Company, the Company has been furnished with an opinion of counsel in connection with such Transfer, in form and substance reasonably satisfactory to the Company, to the effect that no registration under the Securities Act or any state securities or “blue sky” laws is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or “blue sky” laws. (b) Notwithstanding any other provision of this Agreement to the contrary, in the case of any Minority Investor who is a natural person, upon the death of such person, to the extent necessary to pay any applicable estate taxes, such deceased person’s heir or legal representative may pledge, encumber or otherwise subject such individual’s Units or other equity securities of the Company to a security interest in connection with a bona fide loan.

Certain Permitted Transfers. Notwithstanding any other provision of anything in this Agreement to the contrary, each Minority Investor the restrictions contained in Section 3.3 of this Agreement shall not apply to the transfers of Common Stock described in clauses (a), (b) and (c) below and the restrictions contained in Sections 3.4, 3.5 and 3.6 of this Agreement shall not apply to transfers of Common Stock described in any of the following clauses: (a) any transfer to a legal representative in the event any Stockholder who is an individual becomes mentally incompetent; (b) any transfer by Alpine to a corporation or other entity that owns, directly or indirectly, 100% of the equity of Alpine (an "Alpine Parent") or to any wholly-owned direct or indirect subsidiary of such Alpine Parent (an "Alpine Controlled Subsidiary"), it being understood with respect to such Alpine Controlled Subsidiary that the later sale, liquidation or spin-off of such Alpine Controlled Subsidiary or other transaction in which the Alpine Parent ceases to control, directly or indirectly, 100% of the equity of the Alpine Controlled Subsidiary would constitute an indirect sale of Common Stock, which sale may only be entitled from time to time to Transfer made in compliance with the terms and restrictions set forth in this Agreement; (c) any or all pledge by Alpine of the shares of Company Common Stock held owned by it (i) to any lender or trustee under any credit agreements or indentures with respect to borrowed money of its Affiliates, Alpine or the Company; (iid) to in the case of any transferor which is transfer without consideration by a partnership or limited liability company, any partners or members of such transferor, (iii) in the case of any transferor which is a trust, to the beneficiaries of such transferor, (iv) in the case of any transferor Stockholder who is an individualindividual to the spouse or issue of such Stockholder or to a trust of which there are no principal beneficiaries other than such Stockholder or the spouse or issue of such Stockholder; (e) any transfer by a Stockholder that is not an individual to a corporation or other entity that owns, directly or indirectly, 100% of the equity of such entity (a "Parent") or to any wholly-owned direct or indirect subsidiary of such Parent (a "Controlled Subsidiary"), it being understood with respect to such transferor’s current Controlled Subsidiary that the later sale, liquidation or former spouse spin-off of such Controlled Subsidiary or direct lineal descendants (including adopted direct lineal descendants other transaction in which the Parent ceases to control, directly or surviving spouses (whether or not remarried) indirectly, 100% of deceased direct lineal descendants) or antecedents, a charitable remainder trust, trust, corporation, limited liability company or partnership, in any such case (as applicable), the beneficiaries, stockholders, members or limited or general partners equity of which, include only such transferor and/or such transferor’s current or former spouse and/or such transferor’s direct lineal descendants (including adopted direct lineal descendants or surviving spouses (whether or not remarried) the Controlled Subsidiary would constitute an indirect sale of deceased direct lineal descendants) or antecedents, or the executor, administrator, testamentary trustee, legatee or beneficiary of any deceased transferor holding shares of Company Common Stock, which sale may only be made in compliance with the terms and restrictions set forth in this Agreement; (vf) if any transfer between Stockholders; or (g) any transfer by a Stockholder to the Company pursuant to any agreement between the Company and such Transfer is approved by the Board, or (vi) in accordance with Section 2.4 or Section 4.1 hereofStockholder; provided, however, provided that in the case cases of clauses (ia) through (v) of this Section 2.2f), (x) the Minority Investor making the Transfer must first give the Company at least ten (10) Business Days’ prior written notice of each transferee agrees in writing to take such Transfer, which notice must include the name and address of the proposed transferee and the number of shares of Company Common Stock to be Transferred, (y) any such transferee duly executes and delivers an Assumption Agreementsubject to, and (z) if requested by the Companyto comply with, the Company has been furnished with an opinion of counsel restrictions on transfer contained in connection with such Transfer, in form and substance reasonably satisfactory to the Company, to the effect that no registration under the Securities Act or any state securities or “blue sky” laws is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or “blue sky” laws.this

Certain Permitted Transfers. Notwithstanding any None of the restrictions contained in this Article 2 (other provision than restrictive legends pursuant to Section 2.02 and the requirement of this Agreement compliance with applicable law) shall apply to the contrary, each Minority Investor shall be entitled from time to time to following Transfers: a. Any Transfer any or by a shareholder with the prior written consent of all other shareholders; b. The pledge by Parello of all of his Shares to Orion Casino Corporation ("Orixx") xx collateral security for the promissory note dated of even date herewith of Soffer/Cherry Hill Partners, Limited Partnership payable to the orxxx xx Orion (the "Soffer/Cherry Hill Note") pursuant to that certain Pledge Agreement xxxxxen Parello and Orion dated of even date herewith, and any Transfer by xxx secured party pursuant to its rights under such Pledge Agreement; c. Any Transfer of MJQ's shares of Company Common Stock held by it (i) to any of its Affiliatesentity directly or indirectly controlled by International Thoroughbred Breeders, (ii) to in the case of any transferor which is a partnership or limited liability companyInc., any partners or members of such transferor, (iii) in the case of any transferor which is a trust, to the beneficiaries of such transferor, (iv) in the case of any transferor who is an individual, to such transferor’s current or former spouse or direct lineal descendants (including adopted direct lineal descendants or surviving spouses (whether or not remarried) of deceased direct lineal descendants) or antecedents, a charitable remainder trust, trust, corporation, limited liability company or partnership, in any such case (as applicable), the beneficiaries, stockholders, members or limited or general partners of which, include only such transferor and/or such transferor’s current or former spouse and/or such transferor’s direct lineal descendants (including adopted direct lineal descendants or surviving spouses (whether or not remarried) of deceased direct lineal descendants) or antecedents, or the executor, administrator, testamentary trustee, legatee or beneficiary of any deceased transferor holding shares of Company Common Stock, (v) if such Transfer is approved by the Board, or (vi) in accordance with Section 2.4 or Section 4.1 hereof; provided, however, that in the case of clauses (i) through (v) of this Section 2.2such Transferee shall, (x) the Minority Investor making the Transfer must first give the Company at least ten (10) Business Days’ prior written notice of as a condition precedent to such Transfer, which notice must include execute and deliver to the name and address of the proposed transferee and the number of shares of Company Common Stock to be Transferred, (y) any such transferee duly executes and delivers Corporation an Assumption Agreement, and (z) if requested by the Company, the Company has been furnished with an opinion of counsel in connection with such Transfer, in form and substance instrument reasonably satisfactory to the CompanyCorporation and Parello by which such Transferee agrees to be bound by the terms of xxxx Xxreement; d. The pledge by MJQ of its Shares to Donald F. Conway, Chapter 11 Trustee for the Bankruptcy Estate of Xxxxxx X. Xxxxxxx, and any Transfer by such pledgee by reason of a xxxxxxx xx xxxxxnt or performance of any obligation secured thereby; e. A Transfer of Parello's Shares, upon his death, to his estate (but not any distrixxxxxx xx Shares from such estate), provided, however, that such Transferee shall, as a condition precedent to such Transfer, execute and deliver to the effect that no registration under Corporation an instrument reasonably satisfactory to the Securities Act or any state securities or “blue sky” laws is required because Corporation and MJQ by which such Transferee agrees to be bound by the terms of this Agreement (including, without limitation, the granting of the availability proxy in accordance with Section 3.01 hereof); and f. Transfers permitted or required by Section 2.04 or 2.05 of an exemption from registration under the Securities Act and all applicable state securities or “blue sky” lawsthis Agreement.

Certain Permitted Transfers. Notwithstanding (a) Subject to Section 3.1, an Equityholder may Transfer all or any other provision of this Agreement to the contrary, each Minority Investor shall be entitled from time to time to Transfer any or all of the shares of Company Common Stock held by it (i) to any portion of its AffiliatesEquity Securities, (ii) to in together with the case of any transferor which is a partnership or limited liability companycorresponding Units, any partners or members of such transferor, (iii) in the case of any transferor which is a trustif any, to the beneficiaries of such transferor, (iv) in the case of any transferor who is an individual, to such transferor’s current or former spouse or direct lineal descendants (including adopted direct lineal descendants or surviving spouses (whether or not remarried) of deceased direct lineal descendants) or antecedents, a charitable remainder trust, trust, corporation, limited liability company or partnership, in any such case (as applicable), the beneficiaries, stockholders, members or limited or general partners of which, include only such transferor and/or such transferor’s current or former spouse and/or such transferor’s direct lineal descendants (including adopted direct lineal descendants or surviving spouses (whether or not remarried) of deceased direct lineal descendants) or antecedents, or the executor, administrator, testamentary trustee, legatee or beneficiary of any deceased transferor holding shares of Company Common Stock, (v) if such Transfer is approved by the Board, or (vi) in accordance with Section 2.4 or Section 4.1 hereofPermitted Transferee; provided, howeverin each case, that in the case of clauses (i) through (v) of this Section 2.2, (x) the Minority Investor making the Transfer must first give such Equityholder gives written notice to the Company at least ten (10) Business Days’ prior written notice of its intention to make a Transfer to such TransferTransferee, which notice must include stating the name and address of the proposed transferee Permitted Transferee, the Equityholder’s relationship to the Permitted Transferee and the number type and amount of shares of Company Common Stock Equity Securities (and Units, if any) to be Transferred, (y) any such transferee duly executes and delivers an Assumption Agreement, and (z) if requested by . The Company will give prompt notice of the Company, the Company has been furnished with an opinion of counsel in connection with Transfer to each other Equityholder. As a condition to such Transfer, in form the Equityholder will cause the Permitted Transferee to execute and substance reasonably satisfactory deliver to the CompanyCompany and each other Equityholder an Assignment and Assumption Agreement in the form attached as Exhibit H, and upon consummation of such Transfer, such Permitted Transferee will be an Equityholder and will be subject to all rights and obligations of the Transferor Equityholder under this Agreement. (b) Except as provided in Section 3.12, before any Permitted Transferee ceases to qualify as a Permitted Transferee of the relevant Equityholder, such Permitted Transferee will Transfer full legal and beneficial ownership of its Equity Securities (and Units, if any) to the effect that no registration under applicable Parent or, subject to this Article 3, another Permitted Transferee of the Securities Act relevant Parent. If a Transfer is not made in accordance with the immediately preceding sentence, then, in addition to all other remedies available at law or in equity, each share of Class B Common Stock held by such non-qualifying Permitted Transferee will be immediately redeemed by the Company for its Par Value per share in accordance with the terms of this Agreement and the Charter. (c) Except as provided in Section 3.12, before any Equityholder (if not a Parent), or any state securities Subsidiary of a Parent that Controls such Equityholder, ceases to be a direct or “blue sky” laws is required because indirect wholly-owned Subsidiary of its Parent, or, in the case of BHN, less than 100% of the availability economic and voting interests in BHN cease to be Controlled by BHN’s Parent, such Equityholder will Transfer full legal and beneficial ownership of an exemption from registration under its Equity Securities (and Units, if any) to its Parent or, subject to this Article 3, another Permitted Transferee of the Securities Act relevant Parent. In the event of a breach of the immediately preceding sentence, then, in addition to all other remedies available at law or in equity, each share of Class B Common Stock held by such Equityholder, will be immediately redeemed by the Company for its Par Value per share in accordance with the terms of this Agreement and all applicable state securities or “blue sky” lawsthe Charter.

Certain Permitted Transfers. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in Section 2(a), each Minority Investor shall be entitled from time but subject to time to Sections 2(b) and 2(c): (a) A Stockholder may Transfer any all or all a portion of the shares of Company Common such Stockholder’s Covered Stock held by it (i) to any of its Affiliatesthe Company, (ii) to in the case of any transferor which is a partnership or limited liability company, any partners or members an Affiliate of such transferorStockholder (other than to an Affiliate in connection with a Permitted Transfer) subject to the prior written consent of the Board, which consent will not be unreasonably withheld, (iii) in as permitted by Sections 4, 5, 6 and 10, and (iv) pursuant to a Permitted Transfer. Such Stockholder shall give notice to the case Company of any transferor which is such Transfer at least 5 Business Days prior to such Transfer. (b) A Transferee who becomes a trustStockholder pursuant to this Section 3 shall have, to the beneficiaries extent Transferred, the rights and powers, and shall be subject to the restrictions and liabilities, of a Stockholder under this Agreement. For the avoidance of doubt, a transferee of shares of Covered Stock of a U.S. Situs Pritzker Stockholder or MDP Stockholder (other than a Permitted Transferee of such transferorU.S. Situs Pritzker Stockholder or MDP Stockholder) does not become a U.S. Situs Pritzker Stockholder or MDP Stockholder or become entitled to all rights and powers of a U.S. Situs Pritzker Stockholder or MDP Stockholder solely because of such Transfer. (c) The following provisions shall be applied to any Transfer to which Sections 4, 5 or 6 apply: (ivi) To the extent possible, each Stockholder shall take or cause to be taken all such reasonable actions as may be necessary or reasonably desirable in order to expeditiously consummate a Transfer pursuant to Sections 4, 5 or 6 and any related transactions, including voting, executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments, furnishing information and copies of documents, filing applications, reports, returns, filings and other documents or instruments with governmental authorities, and otherwise cooperating with the case of any transferor who is an individual, Prospective Selling Stockholder(s) and the proposed purchaser(s) to such transferor’s current or former spouse or direct lineal descendants (including adopted direct lineal descendants or surviving spouses (whether or not remarried) of deceased direct lineal descendants) or antecedents, a charitable remainder trust, trust, corporation, limited liability company or partnership, in any such case (as applicable), the beneficiaries, stockholders, members or limited or general partners of which, include only such transferor and/or such transferor’s current or former spouse and/or such transferor’s direct lineal descendants (including adopted direct lineal descendants or surviving spouses (whether or not remarried) of deceased direct lineal descendants) or antecedents, or the executor, administrator, testamentary trustee, legatee or beneficiary of any deceased transferor holding shares of Company Common Stock, (v) if such Transfer is approved by the Board, or (vi) in accordance with Section 2.4 or Section 4.1 hereofextent reasonably requested; provided, however, that Drag or Tag Sellers shall be obligated to become liable in respect of any representations, warranties, indemnities or otherwise to the proposed purchaser solely to the extent provided in Sections 5(a) and 6(a), as applicable. (ii) The MDP Stockholders, in the case of clauses (i) through (v) a proposed Transfer pursuant to Section 5, or the Section 6 Selling Stockholders, in the case of this a proposed Transfer pursuant to Section 2.26, (x) the Minority Investor making the shall, in their sole discretion, decide whether or not to pursue, consummate, postpone or abandon any proposed Transfer must first give the Company at least ten (10) Business Days’ prior written notice of such Transfer, which notice must include the name and address of the proposed transferee and the number of shares of Company Common Stock to be Transferred, (y) any such transferee duly executes terms and delivers an Assumption Agreement, and (z) if requested by the Company, the Company has been furnished with an opinion of counsel in connection with such Transfer, in form and substance reasonably satisfactory to the Company, to the effect that no registration under the Securities Act or any state securities or “blue sky” laws is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or “blue sky” lawsconditions thereof.

Certain Permitted Transfers. (a) Notwithstanding any other provision of this Agreement anything to the contrarycontrary contained in this Article VI, but subject to compliance with this Section 6.2, each Minority Investor Holder shall be entitled from time to time permitted to Transfer any all or all a portion of the shares of Company Common Stock held by Warrants or the Warrant Shares it holds under the following circumstances: (i) Transfers by a Holder to any Permitted Warrant Transferee; (ii) Transfers to the Company or any of its AffiliatesSubsidiaries; (iii) Transfers to any Person who holds Warrants; (iv) Transfers to an Approved Fund; (v) Transfers to Lenders; (vi) Transfers in connection with any Transfers of the Loans permitted under the Credit Agreement, provided that such Transfer is to the same transferee (or an Affiliate or Approved Fund thereof) as the transferee of the Loans; (vii) Transfers constituting a pledge of all or a portion of the Warrants or Warrant Shares to a lender under any fund level financing facility. (viii) Transfers pursuant to any tender offer, exchange offer, merger, consolidation, reclassification, reorganization, recapitalization or other similar transaction involving the Company or any of its Subsidiaries in which stockholders of the Company are offered, permitted or required to participate as holders of the Company’s Capital Stock; and (ix) Transfers that have been approved in writing by the Board. (b) Upon surrender and delivery of the Warrants by the Holder or a Permitted Warrant Transferee thereof, together with a written assignment of the Warrant substantially in the form attached as Exhibit D to the Warrants duly executed by the Holder and the Permitted Warrant Transferee and funds sufficient to pay any applicable transfer taxes (if any) payable upon the making of such Transfer, the Company shall (i) execute and deliver a new Warrant or Warrants in the name of the original Holder and in the denominations specified in such instrument of Transfer, (ii) issue to in the case Transferor a new Warrant evidencing the portion of any transferor which is a partnership or limited liability companythe Warrant, any partners or members of such transferorif any, not so Transferred, (iii) in promptly cancel the case of any transferor which is a trust, to the beneficiaries of such transferor, original Warrant and (iv) in take such other ministerial actions as reasonably necessary to accomplish and evidence such Transfer. Upon the case transfer of any transferor who is an individual, to such transferor’s current Warrant Shares by the Holder or former spouse or direct lineal descendants (including adopted direct lineal descendants or surviving spouses (whether or not remarried) of deceased direct lineal descendants) or antecedents, a charitable remainder trust, trust, corporation, limited liability company or partnership, in any such case (as applicable)Permitted Warrant Transferee, the beneficiaries, stockholders, members Company shall promptly issue or limited or general partners of which, include only cause to be delivered book entry shares for such transferor and/or such transferor’s current or former spouse and/or such transferor’s direct lineal descendants (including adopted direct lineal descendants or surviving spouses (whether or not remarried) of deceased direct lineal descendants) or antecedents, or the executor, administrator, testamentary trustee, legatee or beneficiary of any deceased transferor holding shares of Company Common Stock, (v) if such Transfer is approved by the Board, or (vi) Warrant Shares in accordance with Section 2.4 or Section 4.1 hereof; provided, however, that in the case of clauses (i) through (v) of this Section 2.2, (x) the Minority Investor making the Transfer must first give the Company at least ten (10) Business Days’ prior written notice of such Transfer, which notice must include the name and address 1.4 of the proposed transferee and the number of shares of Company Common Stock to be Transferred, Warrant. (yc) any such transferee duly executes and delivers an Assumption AgreementThe Warrant Shares, and (z) if requested all of the rights and obligations thereof, shall be freely transferable by the Company, Holder to any person to which the Company has been furnished Holder would be permitted to transfer or assign its rights and obligations in compliance with an opinion of counsel in connection with such Transfer, in form all applicable federal and substance reasonably satisfactory to the Company, to the effect that no registration under the Securities Act or any state securities or “blue sky” laws is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or “blue sky” laws.

Certain Permitted Transfers. Notwithstanding The restrictions or requirements set forth in Sections 5.1 through 5.7 with respect to transfers of Shares shall not, subject to any other provision applicable law, apply to: (a) any transfer by any Shareholder who is a natural person: (i) to a legal representative of this Agreement such Shareholder, if such Shareholder becomes incapacitated, or upon the death of such Shareholder; (ii) by will, the laws of intestacy or the laws of descent or survivorship; (iii) any sale or transfer of Shares to the contraryCompany or an entity designated by the Company pursuant to a repurchase right or right of first refusal of the Company in the event of a termination of an employment or consulting relationship with a Group Company; (iv) pursuant to a court order upon the termination of a marital relationship of such Shareholder; (b) subject to Section 19.1, each Minority Investor shall be entitled from time to time to Transfer any transfer by Yu Dong (i) of not more than 5% of the outstanding Shares or other voting securities (or securities convertible into or exchangeable for voting securities) on an as-if-converted basis in the Company held by him (both directly and indirectly through SkillGreat or other entity); or (ii) of any or all of the shares of Company Common Stock Shares held by it him (i) to any of its Affiliates, (ii) to in the case of any transferor which is a partnership both directly and indirectly through SkillGreat or limited liability company, any partners or members of such transferor, (iiiother entity) in the case of Company to an entity wholly owned by Yu Dong; or (c) any transferor which is a trust, transfer by an Investor to the beneficiaries of such transferor, its Affiliates. (iv) in the case of any transferor who is an individual, to such transferor’s current or former spouse or direct lineal descendants (including adopted direct lineal descendants or surviving spouses (whether or not remarried) of deceased direct lineal descendants) or antecedentspermitted transferee thereunder, a charitable remainder trust, trust, corporation, limited liability company or partnership, in any such case (as applicable), the beneficiaries, stockholders, members or limited or general partners of which, include only such transferor and/or such transferor’s current or former spouse and/or such transferor’s direct lineal descendants (including adopted direct lineal descendants or surviving spouses (whether or not remarried“Permitted Transferee”) of deceased direct lineal descendants) or antecedents, or the executor, administrator, testamentary trustee, legatee or beneficiary of any deceased transferor holding shares of Company Common Stock, (v) if such Transfer is approved by the Board, or (vi) in accordance with Section 2.4 or Section 4.1 hereof; providedProvided, however, that in the case of clauses any transfer described in any of sub-paragraphs (i) through (v) of this Section 2.2a), (xb) the Minority Investor making the Transfer must first give and (c) above: (A) each Permitted Transferee shall have executed and delivered to the Company at least ten and the other Shareholders, as a condition precedent to any such transfer or acquisition of Shares, an Adherence Deed in the form of EXHIBIT B, and shall have submitted to the Company and the Investors such evidence as the Company and the Investors may reasonably request to demonstrate that such transferee qualifies as a Permitted Transferee; and (10B) Business Days’ prior written notice of such Transfer, which notice must include the name and address each Permitted Transferee shall remain qualified as a Permitted Transferee of the proposed transferee and transferring Shareholder at all times following such transfer for as long as it continues to hold any Shares, failing which it shall transfer the number of shares of Company Common Stock Shares held by it to be Transferred, (y) any such transferee duly executes and delivers an Assumption Agreement, and (z) if requested by the Company, the Company has been furnished with an opinion of counsel in connection with such Transfer, in form and substance another Permitted Transferee reasonably satisfactory to the Company, to Company and the effect that no registration under the Securities Act or any state securities or “blue sky” laws is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or “blue sky” lawsInvestors.