Covenants of Founder and Aspen. (a) Aspen and Founder each agrees that except with the written consent of Coty, Founder shall not, directly or indirectly: (i) Transfer any Equity Security of Aspen (including economic rights associated therewith) (each, an “Aspen Cove Equity Interest”) to any Person; (ii) vote for, approve or enter into any written consent in favor of, or otherwise seek to effectuate, any amendment, supplement, restatement or other modification to the articles of incorporation, bylaws or any other Organizational Document of Aspen; (iii) enter into any voting or similar Contract with respect to his or its Aspen Cove Equity Interests, provide a proxy to anyone with respect to his or its voting power in Aspen or otherwise permit anyone else to exercise his or its voting power in Aspen; or (iv) in his capacity as a stockholder of Aspen permit Aspen to (A) acquire any asset or incur any Liability other than those incident to being a member of Aspen Sub or resulting from the outstanding Equity Securities of Aspen Cove as of the date hereof, or (B) issue or grant any Equity Securities. Notwithstanding the foregoing clause (i), Founder may, in accordance with the applicable Organizational Documents of Aspen, transfer his Aspen Cove Equity Interests for bona fide estate planning purposes to a Permitted Estate Planning Transferee without the consent of Coty so long as such Founder retains voting authority (to the extent applicable) with respect to such Aspen Coven Equity Interests; provided, that such Permitted Estate Planning Transferee agrees in writing to acquire and hold such Transferred Aspen Cove Equity Interests subject to and in accordance with this Agreement as if such Permitted Estate Planning Transferee were Founder; provided, further, that, (2) in the event such Permitted Estate Planning Transferee ceases to qualify as a Permitted Estate Planning Transferee, Founder shall cause all Aspen Cove Equity Interests held by such Person to be Transferred to a Person that is, at such time, a Permitted Estate Planning Transferee, (2) prior to such Transfer, such Person agrees with Coty to such effect and (3) prior to such Transfer, such Person agrees in writing to acquire and hold such Transferred Aspen Cove Equity Interests subject to and in accordance with this Agreement as if such Permitted Estate Planning Transferee were Founder.
