Common use of General Restrictions on Transfer Clause in Contracts

General Restrictions on Transfer. (a) A Shareholder may Transfer Equity Securities only (i) in a Public Sale, and (ii) pursuant to a valid exemption from registration under the Securities Act, provided that the Shareholder complies with Section 5(b) below. (b) Prior to any proposed Transfer of any Equity Securities, the holder thereof shall give written notice (a "Transfer Notice") to the Company of its intention to effect such Transfer, and the Company shall deliver a copy of such Transfer Notice to the Company within ten (10) business days of its receipt thereof. Each such Transfer Notice shall describe the manner of the proposed Transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed Transfer may be effected without registration under the Securities Act and any applicable state securities laws, whereupon the holder of such shares shall be entitled to effect such Transfer in accordance with the terms of its Transfer Notice; provided, however, that the Company shall have the right to refuse any proposed Transfer that would cause the Company to lose its exemption from registration under Section 12(g) of the Exchange Act. Each certificate representing any Equity Securities transferred as above provided shall bear the legend set forth in Section 2 hereof, except that such certificate shall not bear such legend (or any portion thereof) if: (a) such Transfer is in accordance with the provisions of Rule 144(k) (or any other rule permitting public sale without registration) under the Securities Act or (b) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to Transfer such securities in a Public Sale without registration under the Securities Act. The restrictions provided for in this Section 5(b) shall not apply to securities which are not required to bear the legend prescribed by Section 4 hereof in accordance with the provisions of that Section. The Company hereby agrees that it shall not request such opinion of counsel with respect to transfers effected pursuant to Rule 144 except in unusual circumstances. (c) If any Transfer of Equity Securities is made or suffered by any Shareholder without the giving of notice required by this Agreement, such purported Transfer shall be void. Further, if any Equity Securities are the subject of a Transfer not in accordance with the terms and conditions of this Agreement, such Transfer shall be void ab initio. In enforcing this provision, the Company may hold and refuse to transfer any Equity Securities or any certificate therefor tendered to it for transfer in addition to, and without prejudice to, any and all other rights or remedies which may be available to it.

General Restrictions on Transfer. (a) A Shareholder Except as otherwise provided elsewhere in this Agreement, no Member or Assignee may Transfer Equity Securities only all or any part of the Units held by it to any Person except in compliance with the provisions of this Article 7, the Investor Rights Agreement (ias applicable to any Member or Assignee subject to such agreement and to the extent such agreement is in effect at the time of the proposed Transfer), the ROFR/Co-Sale Agreement (as applicable to any Member or Assignee subject to such agreement and to the extent such agreement is in effect at the time of the proposed Transfer) and any Vesting Agreement to which such Units may be subject at the time of such proposed Transfer. Any transferee of Units transferred in compliance with such agreements must, as a Public Salecondition to such Transfer, and (ii) pursuant agree in writing to a valid exemption be bound by the terms of this Agreement in the same manner as the Member or Assignee, as applicable, from registration under which such Person acquired the Securities Act, provided that the Shareholder complies with Section 5(b) belowUnits was bound. (b) Prior The Company shall not be required to recognize any proposed Transfer of any Equity SecuritiesUnits until the instrument conveying such Units, the holder thereof shall give written notice (a "Transfer Notice") to the Company of its intention to effect such Transfer, in form and the Company shall deliver a copy of such Transfer Notice to the Company within ten (10) business days of its receipt thereof. Each such Transfer Notice shall describe the manner of the proposed Transfer and, if requested by the Company, shall be accompanied by an opinion of counsel substance reasonably satisfactory to the Company has been delivered to the effect Company at its principal office for recordation on the books of the Company. The Company shall be entitled to treat the record owner of any Units as the absolute owner thereof in all respects, and shall incur no liability for distributions of cash or other property made in good faith to such owner until such time as the instrument conveying such Units, in form and substance reasonably satisfactory to the Company, has been received and accepted by the Company and recorded on the books of the Company. (c) Notwithstanding anything to the contrary contained in this Agreement, no Transfer of Units by a Member shall be made without prior approval thereof by the Board if the Company is advised by its counsel that the proposed Transfer such assignment (i) may not be effected without registration under the Securities Act and Act, (ii) would result in the violation of any applicable state securities laws, whereupon the holder (iii) would result in a termination of such shares shall be entitled to effect such Transfer in accordance with the terms of its Transfer Notice; provided, however, that the Company shall have under Section 708 of the right Code or otherwise cause material adverse tax consequences to refuse any proposed Transfer that would cause the Company to lose its exemption from registration under Section 12(gor the Members or (iv) would result in the treatment of the Exchange Act. Each certificate representing any Equity Securities transferred Company as above provided shall bear an association taxable as a corporation, or as a “publicly traded partnership” within the legend set forth in meaning of Section 2 hereof, except that such certificate shall not bear such legend (or any portion thereof) if: (a) such Transfer is in accordance with the provisions of Rule 144(k) (or any other rule permitting public sale without registration) under the Securities Act or (b) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate 7704 of the Company) would be entitled to Transfer such securities in a Public Sale without registration under the Securities Act. The restrictions provided for in this Section 5(b) shall not apply to securities which are not required to bear the legend prescribed by Section 4 hereof in accordance with the provisions of that Section. The Company hereby agrees that it shall not request such opinion of counsel with respect to transfers effected pursuant to Rule 144 except in unusual circumstancesCode. (c) If any Transfer of Equity Securities is made or suffered by any Shareholder without the giving of notice required by this Agreement, such purported Transfer shall be void. Further, if any Equity Securities are the subject of a Transfer not in accordance with the terms and conditions of this Agreement, such Transfer shall be void ab initio. In enforcing this provision, the Company may hold and refuse to transfer any Equity Securities or any certificate therefor tendered to it for transfer in addition to, and without prejudice to, any and all other rights or remedies which may be available to it.

General Restrictions on Transfer. (a) 5.1 A Shareholder may Transfer Equity Securities only (i) in a Public Sale, and (ii) pursuant to a valid exemption from registration under the Securities Act, provided that the Shareholder complies with Section 5(b) 5.2 below. (b) 5.2 Prior to any proposed Transfer of any Equity Securities, the holder thereof shall give deliver written notice (a "Transfer Notice") to the Company of its intention to effect such Transfer, and the Company shall deliver a copy of such Transfer Notice to the Company within no less than ten (10) business days of its receipt thereofprior thereto. Each such Transfer Notice shall describe the manner of the proposed Transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed Transfer may be effected without registration under the Securities Act and any applicable state securities lawsAct, whereupon the holder of such shares shall be entitled to effect such Transfer in accordance with the terms of its Transfer Notice; provided, however, that the Company shall have the right to refuse any proposed Transfer that would cause the Company to lose its exemption from registration under Section 12(g) of the Exchange Act. Each certificate representing any Equity Securities transferred as above provided shall bear the legend set forth in Section 2 4 hereof, except that such certificate shall not bear such legend (or any portion thereof) if: (a) such Transfer is in accordance with the provisions of Rule 144(k) (or any other rule permitting public sale Public Sale without registration) under the Securities Act or (b) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to Transfer such securities in a Public Sale without registration under the Securities Act. The restrictions provided for in this Section 5(b) 5.2 shall not apply to securities which are not required to bear the legend prescribed by Section 4 hereof in accordance with the provisions of that Section. The Company hereby agrees that it shall not request such opinion of counsel with respect to transfers effected pursuant to Rule 144 except in unusual circumstances. (c) 5.3 If any Transfer of Equity Securities is made or suffered by any Shareholder without the giving of notice required by this Agreement, such purported Transfer shall be voidnull and void ab initio. Further, if any Equity Securities are the subject of a Transfer not in accordance with the terms and conditions of this Agreement, such Transfer shall be null and void ab initio. In enforcing this provision, the Company may hold and refuse to transfer any Equity Securities or any certificate therefor tendered to it for transfer in addition to, and without prejudice to, any and all other rights or remedies which may be available to it.

General Restrictions on Transfer. The Warrants and the underlying Common Units are being offered and sold pursuant to an exemption from the registration requirements of Section 5 of the Securities Act provided by Section 1145 of the Bankruptcy Code, and to the extent that any Holder or beneficial owner of a Warrant is an “underwriter” as defined in Section 1145(b)(1) of the Bankruptcy Code, such Holder or beneficial owner, as applicable, may not be able to sell or transfer any Warrants in the absence of an effective registration statement under the Securities Act or an exemption from registration thereunder. By accepting a transfer of a Warrant, the Holder or beneficial owner, as applicable, acknowledges the restrictions set forth herein. Notwithstanding anything to the contrary contained in this Agreement, no Warrant or interest in any Warrant (however held) may be transferred if (a) A Shareholder may Transfer Equity such transfer would, or if the exercise of the transferred Warrant or interest in a Warrant and resulting issuance of Common Units to the transferee would, (i) violate the Securities only Act or any state securities or “blue sky” laws applicable to the Company or to the Warrants to be transferred, (ii) impose liability or reporting obligations on the Company or any member of the Company under the Exchange Act or would otherwise require the Company or any member of the Company to make any filing with the Commission, (iii) individually or together with other concurrently proposed transfers, cause the Company to be regarded as an “investment company” under the Investment Company Act of 1940, as amended, or (b) following such proposed transfer, the Company would have either (i) in a Public Salethe aggregate, and more than eighteen hundred holders of record (ii) pursuant to a valid exemption from registration under the Securities Act, provided that the Shareholder complies with Section 5(b) below. (b) Prior to any proposed Transfer as such concept is understood for purposes of any Equity Securities, the holder thereof shall give written notice (a "Transfer Notice") to the Company of its intention to effect such Transfer, and the Company shall deliver a copy of such Transfer Notice to the Company within ten (10) business days of its receipt thereof. Each such Transfer Notice shall describe the manner of the proposed Transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed Transfer may be effected without registration under the Securities Act and any applicable state securities laws, whereupon the holder of such shares shall be entitled to effect such Transfer in accordance with the terms of its Transfer Notice; provided, however, that the Company shall have the right to refuse any proposed Transfer that would cause the Company to lose its exemption from registration under Section 12(g) of the Exchange Act) or (ii) in the aggregate, more than four hundred and fifty holders of record (as such concept is understood for purposes of Section 12(g) of the Exchange Act) who do not satisfy the definition of an “accredited investor” within the meaning of Rule 501(a) under Regulation D of the Securities Act (determined, in each case, in the Company’s sole discretion). Each certificate representing In addition, no transfer of any Equity Securities transferred Warrant or interest in any Warrant (however held) shall be permitted if such transfer is to a Competitor (as above provided shall bear defined in the legend set forth in Section 2 hereofLLC Agreement), except that unless such certificate shall not bear such legend (or any portion thereof) if: (a) such Transfer transfer is approved in accordance with Section 7.1(b) of the LLC Agreement. Any transfer or purported transfer in violations of the applicable provisions of Rule 144(k) (or any other rule permitting public sale without registration) under the Securities Act or (b) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to Transfer such securities in a Public Sale without registration under the Securities Act. The restrictions provided for in this Section 5(b) shall not apply to securities which are not required to bear the legend prescribed by Section 4 hereof in accordance with the provisions of that Section. The Company hereby agrees that it shall not request such opinion of counsel with respect to transfers effected pursuant to Rule 144 except in unusual circumstances. (c) If any Transfer of Equity Securities is made or suffered by any Shareholder without the giving of notice required by this Agreement, such purported Transfer shall be void. Further, if any Equity Securities are the subject of a Transfer not in accordance with the terms and conditions of this Agreement, such Transfer Agreement shall be void ab initio. In enforcing this provision, the Company may hold initio and refuse to transfer any Equity Securities or any certificate therefor tendered to it for transfer in addition to, and without prejudice to, any and all other rights or remedies which may be available to itshall have no effect.

General Restrictions on Transfer. (a) A Shareholder may Each Stockholder understands and agrees that the Company Securities held by him, her or it on the date hereof have not been and will not be registered under the Securities Act and are restricted securities under the Securities Act and the rules and regulations promulgated thereunder. Each Stockholder agrees that he, she or it shall not Transfer Equity any Company Securities only (i) or solicit any offers in a Public Salerespect of any Transfer of any Company Securities), and (ii) pursuant to a valid exemption from registration under except in compliance with the Securities Act, provided that any other applicable securities or “blue sky” laws and any restrictions on Transfer contained in this Stockholders Agreement. Prior to an Initial Public Offering, in addition to other restrictions on Transfer contained herein, no Stockholder shall Transfer any Company Securities to any Person if such Transfer would result in adverse regulatory consequences to the Shareholder complies Company, including, without limitation, obligations of the Company to file periodic reports with Section 5(b) belowthe SEC under the Exchange Act. (b) Prior Notwithstanding anything in this Stockholders Agreement to the contrary, no Stockholder shall Transfer any proposed Company Securities to an Adverse Person without the prior written consent of the Company, except pursuant to a bona fide pro rata distribution to the general or limited partners, members or stockholders of such Stockholder subsequent to the Initial Public Offering. (c) No Stockholder shall be permitted to Transfer Company Securities if such Transfer would result in twenty-five percent (25%) or more of any Equity Securities, the holder thereof shall give written notice (a "Transfer Notice") to class of capital stock of the Company being owned by “benefit plan investors” (as that term is defined in the United States Department of its intention Labor “plan assets” Regulation, 29 C.F.R. section 2510.3-101) without the prior written consent of the Company. (d) Any attempt to effect such TransferTransfer any Company Securities not in compliance with this Stockholders Agreement and any applicable Restricted Stock Agreement shall be null and void, and the Company shall deliver not, and shall cause any transfer agent not to, give any effect in the Company’s stock records to such attempted Transfer. (e) Any Person that hereafter becomes a copy of such Transfer Notice Stockholder shall provide its address and fax number to the Company within ten (10) business days of its receipt thereof. Each such Transfer Notice shall describe the manner of the proposed Transfer and, if requested by the Company, which shall be accompanied by an opinion of counsel reasonably satisfactory promptly provide such information to the Company to the effect that the proposed Transfer may be effected without registration under the Securities Act and any applicable state securities laws, whereupon the holder of such shares shall be entitled to effect such Transfer in accordance with the terms of its Transfer Notice; provided, however, that the Company shall have the right to refuse any proposed Transfer that would cause the Company to lose its exemption from registration under Section 12(g) of the Exchange Act. Each certificate representing any Equity Securities transferred as above provided shall bear the legend set forth in Section 2 hereof, except that such certificate shall not bear such legend (or any portion thereof) if: (a) such Transfer is in accordance with the provisions of Rule 144(k) (or any each other rule permitting public sale without registration) under the Securities Act or (b) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to Transfer such securities in a Public Sale without registration under the Securities Act. The restrictions provided for in this Section 5(b) shall not apply to securities which are not required to bear the legend prescribed by Section 4 hereof in accordance with the provisions of that Section. The Company hereby agrees that it shall not request such opinion of counsel with respect to transfers effected pursuant to Rule 144 except in unusual circumstancesStockholder. (c) If any Transfer of Equity Securities is made or suffered by any Shareholder without the giving of notice required by this Agreement, such purported Transfer shall be void. Further, if any Equity Securities are the subject of a Transfer not in accordance with the terms and conditions of this Agreement, such Transfer shall be void ab initio. In enforcing this provision, the Company may hold and refuse to transfer any Equity Securities or any certificate therefor tendered to it for transfer in addition to, and without prejudice to, any and all other rights or remedies which may be available to it.

General Restrictions on Transfer. (a) A Shareholder Each Stockholder acknowledges and agrees that such Stockholder (or any Permitted Transferee of such Stockholder) shall not Transfer any Shares except as may be approved by a Majority in Interest of the Stockholders (which consent shall not be unreasonably withheld), as permitted pursuant to Section 3.2 or Section 3.3, or in accordance with the procedures described in Section 3.4 or Section 3.5, as applicable. No Transfer Equity Securities only (i) other than pursuant to Section 3.4 may be made unless the prospective Transferee has executed and delivered to the Company a counterpart signature or joinder to this Agreement, agreeing to be bound by the terms hereof, in a Public Sale, and (ii) pursuant form acceptable to a valid exemption from registration under Majority in Interest of the Securities Act, provided that the Shareholder complies with Section 5(b) belowStockholders. (b) Prior to Notwithstanding any proposed Transfer other provision of any Equity Securities, the holder thereof shall give written notice (a "Transfer Notice") this Agreement to the Company contrary (including Section 3.2 and Section 3.3), each Stockholder agrees that it will not, directly or indirectly, Transfer any of its intention to effect such TransferShares, and the Company agrees that it shall deliver not issue any Shares or otherwise approve the Transfer of any Shares: (i) except as permitted under the Securities Act and other applicable federal or state securities or blue sky laws, and then, with respect to a copy Transfer of such Transfer Notice to the Company within ten (10) business days of its receipt thereof. Each such Transfer Notice shall describe the manner of the proposed Transfer andShares, if requested by the Company, shall be accompanied by only upon delivery to the Company of an opinion of counsel reasonably in form and substance satisfactory to the Company to the effect that the proposed such Transfer may be effected without registration under the Securities Act and any applicable state securities laws, whereupon the holder of such shares shall be entitled to effect Act; (ii) if such Transfer in accordance with the terms of its Transfer Notice; provided, however, that the Company shall have the right to refuse any proposed Transfer that or issuance would cause the Company or any of the Company Subsidiaries, if any, to lose be required to register as an investment company under the Investment Company Act of 1940, as amended; or (iii) if such Transfer or issuance would cause the assets of the Company or any of the Company Subsidiaries to be deemed “Plan Assets” as defined under the Employee Retirement Income Security Act of 1974 or its exemption from registration under Section 12(gaccompanying regulations or result in any “prohibited transaction” thereunder involving the Company or any Company Subsidiary, if any. A Majority in Interest of the Stockholders may refuse: (i) the Transfer of any Shares to any Person if such Transfer would have a material adverse effect on the Company as a result of any regulatory or other restrictions imposed by any Governmental Authority; or (ii) the Transfer of any Shares to any Company Competitor. No Transfer described in (i) or (ii) of the Exchange Act. Each certificate representing any Equity Securities transferred as above provided shall bear preceding sentence may be effected without the legend set forth prior written consent of a Majority in Section 2 hereof, except that such certificate shall not bear such legend (or any portion thereof) if: (a) such Transfer is in accordance with the provisions of Rule 144(k) (or any other rule permitting public sale without registration) under the Securities Act or (b) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate Interest of the Company) would be entitled to Transfer such securities in a Public Sale without registration under the Securities Act. The restrictions provided for in this Section 5(b) shall not apply to securities which are not required to bear the legend prescribed by Section 4 hereof in accordance with the provisions of that Section. The Company hereby agrees that it shall not request such opinion of counsel with respect to transfers effected pursuant to Rule 144 except in unusual circumstancesStockholders. (c) If any Any Transfer or attempted Transfer of Equity Securities is made or suffered by any Shareholder without the giving Shares in violation of notice required by this Agreement, such purported Transfer Agreement shall be null and void. Further, if any Equity Securities are the subject of a Transfer not in accordance with the terms and conditions of this Agreement, no such Transfer shall be void ab initio. In enforcing recorded on the Company’s books and the purported transferee in any such Transfer shall not be treated (and the purported transferor shall continue be treated) as the owner of such Shares for all purposes of this provision, the Company may hold and refuse to transfer any Equity Securities or any certificate therefor tendered to it for transfer in addition to, and without prejudice to, any and all other rights or remedies which may be available to itAgreement.

General Restrictions on Transfer. (a) A No Shareholder may Transfer Equity Securities only transfer by way of sale, exchange, assignment, pledge, gift or other disposition (all of which acts shall be deemed included in the term "transfer" or "Transfer" as used in this Agreement) any or all of the Notes, Conversion Shares or the Special Share (whether held in its, his or her own right or by a representative of the Shareholder, such Shareholder hereinafter being referred to as a "Transferor") unless (i) in a Public Sale, and such transfer is made on the books of the registrar of the Company (ii) pursuant to a valid exemption from registration under the Securities Act, provided that the Shareholder complies with Section 5(b) below. (b) Prior to any proposed Transfer of any Equity Securities, the holder thereof shall give written notice (a "Transfer NoticeRegistrar") to the Company of its intention to effect such Transfer, and the Company shall deliver a copy of such Transfer Notice to the Company within ten (10) business days of its receipt thereof. Each such Transfer Notice shall describe the manner of the proposed Transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed Transfer may be effected without registration under the Securities Act and any applicable state securities laws, whereupon the holder of such shares shall be entitled to effect such Transfer in accordance with the terms of its Transfer Notice; provided, however, that the Company shall have the right to refuse any proposed Transfer that would cause the Company to lose its exemption from registration under Section 12(g) of the Exchange Act. Each certificate representing any Equity Securities transferred as above provided shall bear the legend set forth in Section 2 hereof, except that such certificate shall not bear such legend (or any portion thereof) if: (a) such Transfer is in accordance with the provisions of this Agreement, the Conversion Shares, the Special Share and the Notes, as applicable, and (ii) the transferee (if other than (A) the Company or another Shareholder, (B) a transferee of Conversion Shares in a sale made under Rule 144(k) 144 (or any successor provision) under the Securities Act, that is otherwise permitted by this Agreement or (C) pursuant to a transfer of Notes or Conversion Shares registered under the Securities Act, that is otherwise permitted by this Agreement or the Registration Rights Agreement) (the "Transferee") shall have executed and delivered to the Company, as a condition precedent to such transfer, an instrument or instruments in form and substance satisfactory to the Company confirming that the Transferee agrees to be bound by the terms of this Agreement and accepts the rights and obligations as a Shareholder (or Holder, as the case may be) and a party set forth hereunder (including, without limitation, making the representations and warranties set forth in Section 5.2 hereof). Any purported transfer of Notes or Conversion Shares or the Special Share other rule permitting public than in accordance with this Agreement by any Transferor shall be null and void, and the Company shall refuse to recognize any such transfer for any purpose and the Registrar shall not reflect in its records any change in record ownership pursuant to any such transfer. Notwithstanding anything to the contrary herein, (a) the terms and conditions set forth in this Section 3.1 shall not apply to any sale without registrationof Notes or Conversion Shares (x) pursuant to an effective registration statement filed pursuant to the Registration Rights Agreement or pursuant to Rule 144 (or any successor provision) under the Securities Act or (y) pursuant to Sections 3.3 or 3.4 (except to the extent that the agreement providing for the sale under Sections 3.3 or 3.4 provides that the terms of Section 3.1 and 3.2 shall apply) and (b) the opinion of counsel referred to above is to the further effect that the transferee terms and any subsequent transferee (other than an affiliate of the Company) would be entitled to Transfer such securities conditions set forth in a Public Sale without registration under the Securities Act. The restrictions provided for in this Section 5(b) Sections 3.3, 3.4 and 3.5 shall not apply to securities which are not required to bear Transfers of the legend prescribed by Section 4 hereof in accordance with the provisions of that Section. The Company hereby agrees that it shall not request such opinion of counsel with respect to transfers effected pursuant to Rule 144 except in unusual circumstancesSpecial Share. (c) If any Transfer of Equity Securities is made or suffered by any Shareholder without the giving of notice required by this Agreement, such purported Transfer shall be void. Further, if any Equity Securities are the subject of a Transfer not in accordance with the terms and conditions of this Agreement, such Transfer shall be void ab initio. In enforcing this provision, the Company may hold and refuse to transfer any Equity Securities or any certificate therefor tendered to it for transfer in addition to, and without prejudice to, any and all other rights or remedies which may be available to it.

General Restrictions on Transfer. (a) A No Major Shareholder may shall effect a Transfer Equity Securities only of any shares of Common Stock owned or held by such Major Shareholder unless (i) the certificate or certificates representing such shares bear a legend as provided in a Public SaleSection 5.1 hereof to the effect that such shares have not been registered under the Securities Act and that the Transfer thereof is subject to the terms of this Agreement, and (ii) pursuant the Transferee shall have executed, as a condition to obtaining ownership of the shares of Common Stock, an appropriate document (a valid exemption from registration under "Supplemental Agreement") in which the Securities ActTransferee agrees that its ownership of such shares shall be subject to, provided and that the Transferee shall comply with, all of the terms and conditions of this Agreement (including, but not limited to, the restrictions on Transfer set forth in this Section 2.1) and that the Transferee shall not effect any Transfer of such shares except in compliance with the provisions hereof and in which the Transferee confirms that the representations and warranties contained in Section 3.2 are true and correct with respect to such Transferee as of the date of the Supplemental Agreement and (iii) the Supplemental Agreement shall have been promptly delivered to the Company and approved (as to its conformity with the requirements of this Section 2.1) by it in its reasonable discretion prior to the acquisition by such Transferee of the shares of Common Stock. The Company shall not unreasonably withhold or delay its approval of any Supplemental Agreement. A Transferee that is not already a party to this Agreement, by executing a Supplemental Agreement approved by the Company as hereinabove provided, shall become a Major Shareholder complies with Section 5(b) belowfor all purposes of this Agreement and shall have the same rights and shall be subject to the same restrictions as the Major Shareholder effecting the Transfer. (b) Prior to any proposed No Major Shareholder shall effect a Transfer of any Equity Securitiesshares of Common Stock owned or held by such Major Shareholder if such action would constitute a violation of any applicable registration or qualification requirements of the Securities Act or any state securities or blue sky laws. In the event of any disagreement between a Major Shareholder and the Company as to whether or not a proposed Transfer would result in a violation of the applicable registration or qualification requirements of the Securities Act or any state securities or blue sky laws, the holder thereof such Major Shareholder shall give written notice (a "Transfer Notice") deliver to the Company of its intention to effect such Transfer, and the Company shall deliver a copy of such Transfer Notice to the Company within ten (10) business days of its receipt thereof. Each such Transfer Notice shall describe the manner of the proposed Transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory acceptable to the Company to the effect that such proposed Transfer would not result in such a violation, which opinion shall state the basis of the legal conclusions expressed therein. The delivery of such opinion shall be deemed to constitute compliance with the provisions of this Section 2.1(b) unless, within ten days after receipt thereof, the Company notifies the Major Shareholder in writing that, in the judgment of the Company based upon the advice of its counsel, the proposed Transfer may be effected without registration under would result in such a violation. (c) During the Securities Act period commencing on the date hereof and ending on the fifth anniversary of the date hereof, except as expressly contemplated by this Article II, no Major Shareholder shall effect a Transfer of any applicable state securities lawsshares of Common Stock owned or held by such Major Shareholder to any Person other than a Permitted Transferee unless (i) in the case of any Transfer by a Ghelxx Xxxreholder, whereupon the holder of such shares shall be entitled to effect such Transfer shall have been approved in accordance with writing by CREC or (ii) in the terms case of its any Transfer Notice; providedby CREC, howeversuch Transfer shall have been approved in writing by the Ghelxx Xxxreholder Representative. CREC or the Ghelxx Xxxreholder Representative, that as the Company case may be, shall have the right to refuse grant or withhold any proposed Transfer that would cause the Company to lose approval required under this paragraph (c) in its exemption from registration under Section 12(g) of the Exchange Act. Each certificate representing any Equity Securities transferred as above provided or his sole discretion and, in doing so, shall bear the legend set forth in Section 2 hereof, except that such certificate shall not bear such legend (or any portion thereof) if: (a) such Transfer is in accordance with the provisions of Rule 144(k) (or any other rule permitting public sale without registration) under the Securities Act or (b) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to Transfer consider only such securities in a Public Sale without registration under the Securities Act. The restrictions provided for in this Section 5(b) interests and factors as it or he deems appropriate and shall not apply have no duty or obligation to securities which are not required give any consideration to bear the legend prescribed by Section 4 hereof in accordance with the provisions of that Section. The Company hereby agrees that it shall not request such opinion of counsel with respect any other interest of, or factor affecting, any other party to transfers effected pursuant to Rule 144 except in unusual circumstances. (c) If any Transfer of Equity Securities is made or suffered by any Shareholder without the giving of notice required by this Agreement, such purported Transfer shall be void. Further, if any Equity Securities are the subject of a Transfer not in accordance with the terms and conditions of this Agreement, such Transfer shall be void ab initio. In enforcing this provision, the Company may hold and refuse to transfer any Equity Securities or any certificate therefor tendered to it for transfer in addition to, and without prejudice to, any and all other rights or remedies which may be available to it.

General Restrictions on Transfer. (a) A Shareholder Stockholder may Transfer Equity Securities shares thereof only (i) in a Public Sale, and (ii) pursuant to a valid exemption from registration under the Securities Act; provided, provided that the Shareholder such Stockholder complies with Section 5(b2 and Section 3(b) belowhereof or, (iii) subject to Section 2 hereof, to a Permitted Transferee. (b) Prior to any proposed Transfer of any of the Equity Securities, the holder thereof shall give written notice (a "“Transfer Notice"”) to the Company of his or its intention to effect such Transfer, and the Company shall deliver a copy of such Transfer Notice to the Company within ten (10) business days of its receipt thereof. Each such Transfer Notice shall describe the manner of the proposed Transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed Transfer may be effected without registration under the Securities Act and any applicable state securities laws, whereupon the holder of such shares shall be entitled to effect such Transfer in accordance with the terms of its Transfer Notice; provided, however, that the Company shall have the right to refuse any proposed purported Transfer that would cause the Company to lose its exemption from registration under Section 12(g) of the Exchange Act. Each certificate representing any of the Equity Securities transferred as above provided shall bear the legend set forth in Section 2 hereof2, except that such certificate shall not bear such the legend in clause (b) thereof (or any portion thereof) if: (a) such Transfer is being made in accordance with the provisions of Rule 144(k) (or any other rule permitting public sale without registration) under the Securities Act or (b) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate Affiliate of the Company) would be entitled to Transfer such securities in a Public Sale without registration under the Securities Act. The restrictions provided for in this Section 5(b3(b) shall not apply to securities which Equity Securities that are not required to bear the legend prescribed by Section 4 hereof 2 in accordance with the provisions of that such Section. The Company hereby agrees that it shall not request such opinion of counsel with respect to transfers effected pursuant to Rule 144 except in unusual circumstances. (c) If any Transfer of Equity Securities is made or suffered by any Shareholder Stockholder without the giving of prior written notice as required by this Agreement, such purported Transfer shall be void. Further, if any of the Equity Securities are the subject of a Transfer that is made not in accordance with the terms and conditions of this Agreement, such Transfer shall be void ab initio. In enforcing this provision, the Company may hold and refuse to transfer any of the Equity Securities or any certificate therefor tendered to it for transfer in addition to, and without prejudice to, any and all other rights or remedies which as may be available to itthe Company.

General Restrictions on Transfer. (a) A Each Management Shareholder may Transfer understands and agrees that the Group Equity Securities only held by it on the date hereof have not been registered under the Securities Act and are restricted securities under the Securities Act. No Management Shareholder shall Transfer any Group Equity Securities (or solicit any offers in respect of any Transfer of any Group Equity Securities), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws and any restrictions on Transfer contained in this Agreement or any other provisions set forth in any other agreements or instruments pursuant to which such Group Equity Securities were issued. No Management Shareholder shall Transfer any Group Equity Securities if such Transfer would cause any class of Group Equity Securities to be required to become subject to registration under the Exchange Act. (b) Notwithstanding anything in this Agreement to the contrary, no Management Shareholder shall Transfer any Group Equity Securities to any Person (i) without, to the extent applicable, the prior consent of the BMA pursuant to the Exchange Control Xxx 0000 and its related regulations (“BMA Transfer Approval”) and such transferring Management Shareholder shall cooperate with the Company or Warner II, as applicable, and such entity’s Bermuda counsel in a Public Saleobtaining such consent, and (ii) other than in connection with the Transfer of Group Equity Securities pursuant to a valid exemption from registration under Sections 4.01 or 4.02, unless the Securities Act, provided that the Shareholder complies with Section 5(b) below. (b) Prior to any proposed Transfer of any Equity Securities, the holder thereof shall give written notice (a "Transfer Notice") to the Company of its intention to effect such Transfer, and the Company shall deliver a copy of transferee in such Transfer Notice shall have agreed in writing to the Company within ten (10) business days of its receipt thereof. Each such Transfer Notice shall describe the manner of the proposed Transfer and, if requested be bound by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed Transfer may be effected without registration under the Securities Act and any applicable state securities laws, whereupon the holder of such shares shall be entitled to effect such Transfer in accordance with the terms of its Transfer Notice; provided, however, that this Agreement by executing a Joinder Agreement (unless such transferee is already so bound) or otherwise agree to be bound by the Company shall have the right terms of this Agreement applicable to refuse any proposed Transfer that would cause the Company to lose its exemption from registration under Section 12(g) of the Exchange Act. Each certificate representing any Equity Securities transferred as above provided shall bear the legend set forth in Section 2 hereof, except that such certificate shall not bear such legend (or any portion thereof) if: (a) such Transfer is in accordance with the provisions of Rule 144(k) (or any other rule permitting public sale without registration) under the Securities Act or (b) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to Transfer such securities in a Public Sale without registration under the Securities Act. The restrictions provided for in this Section 5(b) shall not apply to securities which are not required to bear the legend prescribed by Section 4 hereof in accordance with the provisions of that Section. The Company hereby agrees that it shall not request such opinion of counsel with respect to transfers effected pursuant to Rule 144 except in unusual circumstancesManagement Shareholder. (c) If Notwithstanding anything in this Agreement to the contrary, any attempt to Transfer of any Group Equity Securities is made or suffered by any Shareholder without the giving of notice required by not in compliance with this Agreement, such purported Transfer Agreement shall be void. Furthernull and void and have no force or effect, if any Equity Securities are the subject of a Transfer not in accordance with the terms and conditions of this Agreement, such Transfer shall be void ab initio. In enforcing this provision, the Company and/or Warner II, as the case may hold be, shall not, and refuse to shall cause any transfer any Equity Securities or any certificate therefor tendered to it for transfer in addition agent not to, give any effect in such entity’s share records to such attempted Transfer. The parties hereto acknowledge that the transfer restrictions contained herein are reasonable and without prejudice to, any in the best interests of the Company and all other rights or remedies which may be available to itWarner II.

General Restrictions on Transfer. (a) A Shareholder may Transfer not transfer any Equity Securities only except in compliance with this Agreement. (b) A Shareholder that transfers any Equity Securities must deliver to the Company and the other Shareholders (i) except in the case of sales to the public after the consummation of a Qualified Public SaleOfficering, a notice describing in reasonable detail the proposed transfer, and (ii) pursuant subject to a valid exemption from registration under the Securities Act, provided that the Shareholder complies with Section 5(b) below. (b) Prior to any proposed Transfer of any Equity Securities, the holder thereof shall give written notice (a "Transfer Notice") to the Company of its intention to effect such Transfer, and the Company shall deliver a copy of such Transfer Notice to the Company within ten (10) business days of its receipt thereof. Each such Transfer Notice shall describe the manner of the proposed Transfer and2.4, if reasonably requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed Transfer such transfer may be effected without registration under the Securities Act and or any applicable securities laws of any state securities laws, whereupon the holder of such shares shall be entitled to effect such Transfer in accordance with the terms of its Transfer Notice; provided, however, that the Company shall have the right to refuse any proposed Transfer that would cause the Company to lose its exemption from registration under Section 12(g) of the Exchange Act. Each certificate representing any Equity Securities transferred as above provided shall bear the legend set forth in Section 2 hereof, except that such certificate shall not bear such legend (or any portion thereof) if: (a) such Transfer is in accordance with the provisions of Rule 144(k) (or any other rule permitting public sale without registration) under jurisdiction, anywhere in the Securities Act or (b) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to Transfer such securities in a Public Sale without registration under the Securities Act. The restrictions provided for in this Section 5(b) shall not apply to securities which are not required to bear the legend prescribed by Section 4 hereof in accordance with the provisions of that Section. The Company hereby agrees that it shall not request such opinion of counsel with respect to transfers effected pursuant to Rule 144 except in unusual circumstancesworld. (c) If It shall be a condition to any Transfer transfer of Equity Securities is made or suffered (other than a transfer pursuant to a public offering approved by any Shareholder without the giving Company’s Board of notice required Directors) that the transferee agrees in writing to be bound by the provisions of this Agreement pursuant to the transferee agreement in the form set forth as Exhibit A (the “Transferee Agreement”). Upon becoming a party to this Transferee Agreement, such purported Transfer the transferee shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, the transferring Shareholder hereunder with respect to the Equity Securities transferred by such Shareholder. (d) Any transfer of Equity Securities made in violation of this Article 2 shall be null and void. FurtherThe Company shall not, if shall not be required, and shall not have the right to (i) transfer on its books any Equity Securities are the subject transferred in violation of a Transfer not in accordance with the terms and conditions any provisions of this Agreement, or (ii) treat as owner of such Transfer shall be void ab initio. In enforcing Equity Securities, or to accord the right to vote as such owner, or to pay dividends to, any transferee to whom such securities are transferred in violation of this provisionAgreement. (e) Notwithstanding anything to the contrary set forth in this Article 2 (but subject to Section 2.1(c)), the Management Shareholders shall not, except as set forth in Sections 2.3 (d)(iii) and 2.4 (h)(ii), and the Company may hold shall cause any of its officers, directors, and refuse employees who own Equity Securities not to (except in the case of sales to the public after the consummation of a Qualified Public Offering), transfer any Equity Securities without the prior written consent of the Preferred Majority which consent shall not be unreasonably withheld in the case of any transfer pursuant to Section 2.3(d). So long as Blue Ridge China or any certificate therefor tendered EI holds at least its Preferred Threshold Shares or the Xxxxxxx Holders hold at least their respective Xxxxxxx Threshold Shares, the Common Shares held by the Management Shareholders or a Permitted Transferee shall be subject to it for the co-sale provisions of Section 2.3. (f) A transfer of the capital stock or other equity or voting interests in addition to(a) a Management Shareholder, or (b) a Person that directly or indirectly owns equity or voting interests in a Management Shareholder, shall be deemed to be a transfer of the Equity Securities of such Management Shareholder, which transfer shall be subject to the provisions of Sections 2.1 and without prejudice to, any and all other rights or remedies which may be available to it2.

General Restrictions on Transfer. (a) A Shareholder No Member may Transfer Equity Securities only (i) transfer all or any part of its interest in a Public Salethe LLC except with the approval of all of the other Members, and (ii) pursuant to a valid exemption from registration under the Securities Act, provided that the Shareholder complies with Section 5(b) belowwhich may be withheld or denied for any reason or for no reason. (b) Prior to any proposed Transfer Every transfer of any Equity Securities, an interest in the holder thereof LLC permitted hereunder shall give written notice (a "Transfer Notice") be subject to the Company of its intention to effect such Transfer, and the Company following requirements: (1) The transferee shall deliver a copy of such Transfer Notice to the Company within ten (10) business days of its receipt thereof. Each such Transfer Notice shall describe the manner of the proposed Transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect establish that the proposed Transfer may be effected transfer will not cause or result in a breach of any agreement binding upon the LLC or any violation of law, including without registration under the Securities Act and any applicable limitation, federal or state securities laws, whereupon and that the holder proposed transfer would not cause the LLC to be an investment company as defined in the Investment Company Act of 1940, as amended; (2) The transferee shall establish to the satisfaction of the Members that the transferee is financially responsible and of good character and that the transfer would not adversely affect the classification of the LLC for federal income tax purposes or have a substantial adverse effect with respect to federal income taxes payable by the LLC; and (3) The transferee shall execute a counterpart of this Agreement and such shares other documents or instruments as may be required by the Members to reflect the provisions hereof. Until the foregoing requirements are met, the LLC need not recognize the transferee for any purpose under this Agreement and the transferee shall be entitled only to effect such Transfer in accordance with the terms rights of its Transfer Notice; provided, however, that a transferee who is not a member under the Company Act. A transferee shall have not be admitted as a Member without the right to refuse any proposed Transfer that would cause the Company to lose its exemption from registration under Section 12(g) approval of all of the Exchange Act. Each certificate representing any Equity Securities transferred as above provided shall bear the legend set forth in Section 2 hereof, except that such certificate shall not bear such legend (or any portion thereof) if: (a) such Transfer is in accordance with the provisions of Rule 144(k) (or any other rule permitting public sale without registration) under the Securities Act or (b) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to Transfer such securities in a Public Sale without registration under the Securities Act. The restrictions provided for in this Section 5(b) shall not apply to securities which are not required to bear the legend prescribed by Section 4 hereof in accordance with the provisions of that Section. The Company hereby agrees that it shall not request such opinion of counsel with respect to transfers effected pursuant to Rule 144 except in unusual circumstancesMembers. (c) If any Transfer of Equity Securities the transferee is made admitted as a Member or suffered by any Shareholder without is already a Member, the giving of notice required by this Agreement, such purported Transfer Member transferring his interest shall be void. Furtherrelieved of liability under this Agreement with respect to the transferred interest arising or accruing on or after the effective date of the transfer, if unless the transferor affirmatively assumes such liability. (d) Any person who acquires in any Equity Securities are manner an interest or any part thereof in the subject of a Transfer LLC, whether or not such person has accepted and assumed in accordance with writing the terms and conditions provisions of this Agreement or been admitted as a Member, shall be deemed by the acquisition of such interest to have agreed to be subject to and bound by all of the provisions of this Agreement with respect to such interest, including without limitation, the provisions hereof with respect to any subsequent transfer of such interest. (e) Any transfer in violation of any provision of this Agreement shall be null and void and ineffective to transfer any interest in the LLC and shall not be binding upon or be recognized by the LLC. Any transferee of an interest in the LLC transferred in violation of any provision of this Agreement shall not be treated or deemed to be a Member for any purpose. In the event that any Member shall at any time transfer its interest in violation of any provision of this Agreement, such Transfer shall be void ab initio. In enforcing this provision, the Company may hold and refuse to transfer any Equity Securities or any certificate therefor tendered to it for transfer in addition toto all rights and remedies at law and equity the LLC and the other Members shall have and be entitled to an order restraining or enjoining such transaction, it being expressly acknowledged and without prejudice to, any agreed that damages at law would be an inadequate remedy for a transfer and all other rights or remedies which may be available to itviolation of this Agreement.

General Restrictions on Transfer. (a) A Shareholder Any party hereto may Transfer Equity Securities only (i) in a Public SaleSale or, subject to Section 3(d) hereof, to a Permitted Transferee and (ii) pursuant to a valid exemption from registration under the Securities Act, provided that the Shareholder party complies with this Section 5(b) below3 and Sections 9 and 10 hereof. (b) Except as expressly provided for in this Agreement, all Transfers of Equity Securities by a party hereto or such party’s successors and assigns shall be subject to the prior written approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayed (it being agreed that it shall not be unreasonable for the Company to refuse any purported Transfer that would cause the Company to lose its exemption from registration under Section 12(g) of the Exchange Act or would otherwise violate any law, rule or regulation or subject the Company or its stockholders (other than the Transferring Stockholder) to any material adverse consequence (e.g., taxation, regulatory scrutiny, etc.). Prior to any proposed Transfer of any Equity Securities, the holder thereof shall give written notice (a "“Transfer Notice"”) to the Company of its intention to effect such Transfer, and the Company shall deliver a copy of such Transfer Notice to the Company Placement Agent within ten (10) business days Business Days of its receipt thereof. Each such Transfer Notice shall describe the manner of the proposed Transfer Transfer, any consideration to be paid to the transferring party and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed Transfer may be effected without registration under the Securities Act and any applicable state securities laws, whereupon the holder of such shares shall be entitled to effect such Transfer in accordance with the terms of its Transfer Notice; provided, however, that the Company shall have the right to refuse any proposed Transfer that would cause the Company to lose its exemption from registration under Section 12(g) of the Exchange Act. Each certificate representing any Equity Securities transferred as provided above provided shall bear the legend legends set forth in Section 2 hereof, except that such certificate shall not bear such legend (or any portion thereof) if: (ai) such Transfer is in accordance with the provisions of Rule 144(k) (or any other rule permitting public sale without registration) under the Securities Act 144 or (bii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate Affiliate of the Company) would be entitled to Transfer such securities in a Public Sale without registration under the Securities Act. The restrictions provided for in this Section 5(b3(b) shall not apply to securities which are not required to bear the legend prescribed by Section 4 2 hereof in accordance with the provisions of that Section. The Company hereby agrees that it shall not request such opinion of counsel with respect to transfers effected pursuant to Rule 144 except in unusual circumstances. (c) If any Transfer of Equity Securities is made or suffered by any Shareholder Purchaser without the giving of notice a Transfer Notice required by this Agreement, such purported Transfer shall be be, to the extent permitted by law, void. Further, if any Equity Securities are the subject of a Transfer not in accordance with the terms and conditions of this Agreement, such Transfer shall be be, to the extent permitted by law, void ab initio. In enforcing this provision, the Company may may, to the extent permitted by law, hold and refuse to transfer any Equity Securities or any certificate therefor tendered to it for transfer in addition to, and without prejudice to, any and all other rights or remedies which may be available to it. (d) In each case of a Transfer to a Permitted Transferee, such Permitted Transferee shall agree, as a precondition to any such Transfer, to take such shares subject to and to be fully bound by the terms of this Agreement with respect to shares Transferred by executing and delivering a joinder to this Agreement (in a form provided by the Company) to the Company prior to the effectiveness of such Transfer (unless such Transfer is pursuant to applicable laws of descent and distribution, in which case, such executed joinder shall be delivered as soon as reasonably possible after such Transfer). Any Transfer to a Permitted Transferee not made in compliance with this Section 3(d) shall be void ab initio. (e) Notwithstanding subsections (a) through (d) above and subsection (f) below, from the date hereof until the earlier of (i) the first anniversary of the Final Closing and (ii) 180 days following the closing of a Qualified IPO (or, if permitted by the lead managing underwriter, sooner), the Founding Stockholders shall not, without the Company’s and Placement Agent’s joint prior written consent (which consent shall not be unreasonably withheld), conduct or effect a Transfer. (f) Subject to the terms and conditions of Annex A attached hereto, the restrictions provided for in subsections (a) through (d) above shall expire upon the consummation of a Qualified IPO.

General Restrictions on Transfer. (a) A Except as permitted under Section 4.01(b) or in accordance with the procedures described in Section 4.02, each Shareholder may agrees that such Shareholder will not, directly or indirectly, voluntarily or involuntarily Transfer Equity Securities only (i) in a Public Sale, and (ii) pursuant to a valid exemption from registration under the Securities Act, provided that the Shareholder complies with Section 5(b) belowany of its Shares. (b) Prior The provisions of Section 4.01(a) and Section 4.02, shall not apply to any proposed Transfer by any Shareholder of any Equity Securitiesof its Shares to a Permitted Transferee. (c) In addition to any legends required by Applicable Law, each certificate representing the Shares shall bear a legend substantially in the following form: “The shares represented by this certificate are subject to the provision of a Shareholders’ Agreement, which Shareholders’ Agreement contains restrictions on the right of the holder thereof to sell, assign, transfer, dispose of, donate or otherwise deal with the shares represented by this certificate. Notice of the terms and conditions of the Shareholders’ Agreement is hereby given.” (d) Prior notice shall give written notice (a "Transfer Notice") be given to the Company by the transferor of any Transfer (whether or not to a Permitted Transferee) of any Shares. Before consummation of any Transfer by any Shareholder of any of its intention Shares, such party shall cause the transferee thereof to effect such Transfer, execute and the Company shall deliver a copy of such Transfer Notice to the Company within ten (10) business days a Joinder Agreement and agree to be bound by the terms and conditions of this Agreement. Upon any Transfer by any Shareholder of any of its receipt Shares in accordance with the terms of this Agreement, the transferee thereof shall be substituted for, and shall assume all the rights and obligations under this Agreement of, the transferor thereof. Each such . (e) Notwithstanding any other provision of this Agreement, each Shareholder agrees that it will not, directly or indirectly, Transfer Notice shall describe any of its Shares, except as permitted under the manner of the proposed Transfer andSecurities Act and other applicable provincial or territorial securities laws, and then, if requested by the Company, shall be accompanied by only upon delivery to the Company of an opinion of counsel reasonably in form and substance satisfactory to the Company to the effect that the proposed such Transfer may be effected without registration filing a preliminary prospectus and a prospectus under the Securities Act (or other applicable provincial or territorial legislation). In any event, the Board may refuse the Transfer to any Person if such Transfer would have a material adverse effect on the Company as a result of any regulatory or other restrictions imposed by any Governmental Authority. (f) Any Shareholder and any applicable state securities lawsAffiliate thereof shall have the right to Encumber: (i) exclusively the economic rights (and not, whereupon for the holder avoidance of doubt, the voting rights) attached to or included in any Shares, and (ii) any direct or indirect interest of such shares shall be entitled to effect Shareholder’s parent in such Transfer Shareholder, in accordance with each case without the terms consent of its Transfer Notice; any other Shareholder and for any purposes, including as security for any present or future indebtedness of such Shareholder or any Affiliate thereof, provided, however, that the Company shall have the right to refuse any proposed Transfer that would cause the Company to lose its exemption from registration under Section 12(g) of the Exchange Act. Each certificate representing any Equity Securities transferred Shares, in any case as above provided shall bear the legend set forth in Section 2 hereof, except that such certificate shall not bear such legend (a result of foreclosure or any portion thereof) if: (a) such Transfer is in accordance with the provisions other exercise of Rule 144(k) (or any other rule permitting public sale without registration) under the Securities Act or (b) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to Transfer such securities in a Public Sale without registration under the Securities Act. The restrictions provided for in this Section 5(b) shall not apply to securities which are not required to bear the legend prescribed by Section 4 hereof in accordance with the provisions of that Section. The Company hereby agrees that it shall not request such opinion of counsel remedies with respect to transfers effected pursuant any such Encumbrance shall be subject to Rule 144 except the other provisions in unusual circumstancesthis Article 4. (cg) If any Any Transfer or attempted Transfer of Equity Securities is made or suffered by any Shareholder without the giving Shares in violation of notice required by this Agreement, such purported Transfer Agreement shall be null and void. Further, if any Equity Securities are the subject of a Transfer not in accordance with the terms and conditions of this Agreement, no such Transfer shall be void ab initio. In enforcing recorded on the Company’s books and the purported transferee in any such Transfer shall not be treated (and the purported transferor shall continue be treated) as the owner of such Shares for all purposes of this provision, the Company may hold and refuse to transfer any Equity Securities or any certificate therefor tendered to it for transfer in addition to, and without prejudice to, any and all other rights or remedies which may be available to itAgreement.

General Restrictions on Transfer. (a) A Shareholder The Shares may only be Transferred in compliance with applicable federal and any applicable state securities laws. In connection with any Transfer Equity Securities only (i) in a Public Saleof the Shares, the Company shall require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and (ii) pursuant reasonably acceptable to a valid exemption from the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such Transfer does not require registration of such transferred Shares under the Securities Act. As a condition of Transfer, provided that any such transferee shall agree in writing to be bound by the Shareholder complies with Section 5(b) belowterms of this Agreement, unless the Shares are thereafter no longer “restricted securities.” (b) Prior Ten (10) business days prior to any proposed Transfer of any Equity SecuritiesShares, the holder thereof shall give written notice (a "“Transfer Notice"”) to the Company of its intention to effect such Transfer, and the Company shall deliver a copy of such Transfer Notice to the Company within ten (10) business days of its receipt thereof. Each such Transfer Notice shall describe the manner of the proposed Transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed Transfer may be effected without registration under the Securities Act and any applicable state securities laws, whereupon the holder of such shares shall be entitled to effect such Transfer in accordance with the terms of its Transfer Notice; providedNotice with the Company’s approval, however, that the Company which approval shall have the right to refuse any proposed Transfer that would cause the Company to lose its exemption from registration under Section 12(g) of the Exchange Actnot be unreasonably withheld. Each certificate representing any Equity Securities Shares transferred as above provided shall bear the legend set forth in Section 2 5.2 hereof, except that such certificate shall not bear such legend (or any portion thereof) if: (a) such Transfer is in accordance with the provisions of Rule 144(k) (or any other rule permitting public sale without registration) under the Securities Act or (b) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate Affiliate of the Company) would be entitled to Transfer such securities in a Public Sale without registration under the Securities Act. The restrictions provided for in this Section 5(b) 5.1 shall not apply to securities which are not required to bear the legend prescribed by Section 4 5.2 hereof in accordance with the provisions of that Section. The Company hereby agrees that it shall not request such opinion of counsel with respect to transfers effected pursuant to Rule 144 except in unusual circumstances. (c) If any Transfer of Equity Securities Shares is made or suffered by any Shareholder Subscriber without the giving of notice required by this Agreement, such purported Transfer shall be be, to the extent permitted by law, void. Further, if any Equity Securities Shares are the subject of a Transfer not in accordance with the terms and conditions of this Agreement, such Transfer shall be be, to the extent permitted by law, void ab initio. In enforcing this provision, the Company may may, to the extent permitted by law, hold and refuse to transfer any Equity Securities Shares or any certificate therefor tendered to it for transfer in addition to, and without prejudice to, any and all other rights or remedies which may be available to it.

General Restrictions on Transfer. (a) A Shareholder may Transfer Equity Each Stockholder understands and agrees that the Company Securities only (i) in a Public Sale, held by it on the date hereof have not been registered under the Securities Act and (ii) pursuant to a valid exemption from registration are restricted securities under the Securities Act. No Stockholder shall Transfer any Company Securities (or solicit any offers in respect of any Transfer of any Company Securities), provided that except in compliance with the Shareholder complies with Section 5(b) belowSecurities Act, any other applicable securities or “blue sky” laws and any restrictions on Transfer contained in this Agreement or any other provisions set forth in any other agreements or instruments pursuant to which such Company Securities were issued. (b) Prior Notwithstanding anything in this Agreement to the contrary, no Stockholder shall Transfer any Company Securities to any proposed Transfer Person unless such transferee shall have agreed in writing to be bound by the terms of any Equity Securities, this Agreement by executing a Joinder Agreement (unless such transferee is already so bound) or otherwise agree to be bound by the holder thereof shall give written notice terms of this Agreement applicable to such Stockholder. (a "Transfer Notice"c) Notwithstanding anything in this Agreement to the contrary, at any time prior to an IPO and for a period of three (3) years from the date hereof, except in connection with (i) a Drag-Along Sale, (ii) a Tag-Along Sale, (iii) a Transfer pursuant to a Permitted Transferee pursuant to Section 3.02, (iv) a Charitable Transfer or (iv) a Transfer approved by the Board, no Stockholder (other than any Advent Holder) shall Transfer any Company of its intention Securities. (d) Notwithstanding anything in this Agreement to effect such Transferthe contrary, any attempt to Transfer any Company Securities not in compliance with this Agreement shall be null and void and have no force or effect, and the Company shall deliver a copy of not, and shall cause any transfer agent not to, give any effect in such Transfer Notice entity’s share records to the Company within ten (10) business days of its receipt thereofsuch attempted Transfer. Each such Transfer Notice shall describe the manner of the proposed Transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect The parties hereto acknowledge that the proposed Transfer may be effected without registration under transfer restrictions contained herein are reasonable and in the Securities Act and any applicable state securities laws, whereupon the holder of such shares shall be entitled to effect such Transfer in accordance with the terms of its Transfer Notice; provided, however, that the Company shall have the right to refuse any proposed Transfer that would cause the Company to lose its exemption from registration under Section 12(g) of the Exchange Act. Each certificate representing any Equity Securities transferred as above provided shall bear the legend set forth in Section 2 hereof, except that such certificate shall not bear such legend (or any portion thereof) if: (a) such Transfer is in accordance with the provisions of Rule 144(k) (or any other rule permitting public sale without registration) under the Securities Act or (b) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate best interests of the Company) would be entitled to Transfer such securities in a Public Sale without registration under the Securities Act. The restrictions provided for in this Section 5(b) shall not apply to securities which are not required to bear the legend prescribed by Section 4 hereof in accordance with the provisions of that Section. The Company hereby agrees that it shall not request such opinion of counsel with respect to transfers effected pursuant to Rule 144 except in unusual circumstances. (c) If any Transfer of Equity Securities is made or suffered by any Shareholder without the giving of notice required by this Agreement, such purported Transfer shall be void. Further, if any Equity Securities are the subject of a Transfer not in accordance with the terms and conditions of this Agreement, such Transfer shall be void ab initio. In enforcing this provision, the Company may hold and refuse to transfer any Equity Securities or any certificate therefor tendered to it for transfer in addition to, and without prejudice to, any and all other rights or remedies which may be available to it.

General Restrictions on Transfer. (a) A Shareholder may No Member shall Transfer Equity Securities only (i) all or any portion of its Membership Interest in a Public Salethe Company, and (ii) pursuant except with the written consent of the Manager. No Transfer of Security Interests to a valid exemption from registration under Person not already a Member of the Securities Act, provided that Company shall be deemed completed until the Shareholder complies prospective Transferee is admitted as a Member of the Company in accordance with Section 5(b) below2.03 hereof. (b) Prior to Notwithstanding any proposed other provision of this Agreement (including Section 6.02), each Member agrees that it will not Transfer of all or any Equity Securities, the holder thereof shall give written notice (a "Transfer Notice") to the Company portion of its intention to effect such TransferMembership Interest in the Company, and the Company agrees that it shall deliver a copy of such Transfer Notice to the Company within ten not issue any Security Interests: (10i) business days of its receipt thereof. Each such Transfer Notice shall describe the manner of the proposed Transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed Transfer may be effected without registration except as permitted under the Securities Act and any other applicable federal or state securities or blue sky laws, whereupon the holder of such shares shall be entitled to effect ; (ii) if such Transfer in accordance with or issuance would affect the terms of its Company's existence or qualification as a limited liability company under the Delaware Act; (iii) if such Transfer Notice; provided, however, that the Company shall have the right to refuse any proposed Transfer that or issuance would cause the Company to lose its exemption from registration be required to register as an investment company under Section 12(gthe Investment Company Act of 1940, as amended; or (iv) if such Transfer or issuance would cause the assets of the Exchange Act. Each certificate representing any Equity Securities transferred Company to be deemed "Plan Assets" as above provided shall bear the legend set forth in Section 2 hereof, except that such certificate shall not bear such legend (or any portion thereof) if: (a) such Transfer is in accordance with the provisions of Rule 144(k) (or any other rule permitting public sale without registration) defined under the Securities Employee Retirement Income Security Act of 1974 or (b) the opinion of counsel referred to above is to the further effect that the transferee and its accompanying regulations or result in any subsequent transferee (other than an affiliate of "prohibited transaction" thereunder involving the Company) would be entitled to Transfer such securities in a Public Sale without registration under the Securities Act. The restrictions provided for in this Section 5(b) shall not apply to securities which are not required to bear the legend prescribed by Section 4 hereof in accordance with the provisions of that Section. The Company hereby agrees that it shall not request such opinion of counsel with respect to transfers effected pursuant to Rule 144 except in unusual circumstances. (c) If any Any Transfer or attempted Transfer of Equity Securities is made or suffered by any Shareholder without the giving Security Interest in violation of notice required by this Agreement, such purported Transfer Agreement shall be null and void. Further, if any Equity Securities are the subject of a Transfer not in accordance with the terms and conditions of this Agreement, no such Transfer shall be void ab initio. In enforcing recorded on the Company's books, and the purported Transferee in any such Transfer shall not be treated (and the purported Transferor shall continue be treated) as the owner of such Membership Interest for all purposes of this provisionAgreement. (d) Except as provided in Section 2.04(b), no Transfer (including a Permitted Transfer) of Security Interests to a Person not already a Member of the Company may hold and refuse shall be deemed completed until the prospective Transferee (including a Permitted Transferee) is admitted as a Member of the Company in accordance with Section 2.03(b) hereof. (e) For the avoidance of doubt, any Transfer of a Security Interest permitted by this Agreement shall be deemed a sale, transfer, assignment, or other disposal of such Security Interest in its entirety as intended by the parties to transfer any Equity Securities or any certificate therefor tendered to it for transfer in addition tosuch Transfer, and without prejudice toshall not be deemed a sale, transfer, assignment, or other disposal of any less than all of the rights and all other rights or remedies which may be available benefits described in the definition of the term "Security Interest," unless otherwise explicitly agreed to itby the parties to such Transfer.

General Restrictions on Transfer. (a) A Shareholder None of the Shareholders and the Principals may Transfer any Equity Securities only (i) of the Company unless such Transfer is conducted in a Public Salecompliance with all applicable Laws, this Agreement and the Restated Articles. Any Transfer or attempted Transfer of any Equity Securities of the Company not made in compliance with this Section 6.1 shall be null and void ab initio and shall not be entered into the Company’s register of members, and the purported transferee in any such Transfer shall not be treated (iiand the purported transferor shall continue be treated) pursuant to a valid exemption from registration under as the owner of such Equity Securities Act, provided that of the Shareholder complies with Section 5(b) belowCompany for all purposes of this Agreement. (b) Prior Each of the Shareholders and the Principals agrees not to any proposed circumvent or otherwise avoid the transfer restrictions or intent thereof set forth in this Agreement, whether by holding the Equity Securities of the Company indirectly through another Person or by causing or effecting, directly or indirectly, the Transfer or issuance of any Equity SecuritiesSecurities or the Transfer of assets by any such Person, or otherwise. If any Equity Security of the holder thereof Company is owned by its ultimate Beneficial Owner through one or more intermediate holding companies, any Transfer, repurchase, or new issuance of Equity Securities of such holding companies or similar transactions that have the effect of change the beneficial ownership of such Equity Security of the Company shall give written notice (a "be deemed as an indirect Transfer Notice") of such Equity Securities of the Company and be subject to the Company of its intention to effect transfer restrictions set forth in this Agreement as if such Transferultimate Beneficial Owner is a Shareholder, and the Company relevant Shareholder shall deliver a copy of ensure that such Transfer Notice to the Company within ten (10) business days of its receipt thereof. Each such Transfer Notice shall describe the manner of the proposed Transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed Transfer may be effected without registration under the Securities Act and any applicable state securities laws, whereupon the holder of such shares shall be entitled to effect such Transfer in accordance ultimate Beneficial Owner complies with the terms of its Transfer Notice; provided, however, that the Company shall have the right to refuse any proposed Transfer that would cause the Company to lose its exemption from registration under Section 12(g) of the Exchange Act. Each certificate representing any Equity Securities transferred as above provided shall bear the legend transfer restrictions set forth in Section 2 hereof, except that such certificate shall not bear such legend (or any portion thereof) if: (a) such Transfer is in accordance with the provisions of Rule 144(k) (or any other rule permitting public sale without registration) under the Securities Act or (b) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to Transfer such securities in a Public Sale without registration under the Securities Act. The restrictions provided for in this Section 5(b) shall not apply to securities which are not required to bear the legend prescribed by Section 4 hereof in accordance with the provisions of that Section. The Company hereby agrees that it shall not request such opinion of counsel with respect to transfers effected pursuant to Rule 144 except in unusual circumstancesherein. (c) If In addition to any Transfer of legends required by applicable Law, each certificate representing the Equity Securities is made or suffered by any Shareholder without the giving of notice required by this Agreement, such purported Transfer shall be void. Further, if any Equity Securities are the subject of a Transfer not in accordance with the terms and conditions of this Agreement, such Transfer shall be void ab initio. In enforcing this provision, the Company may hold and refuse to transfer any Equity Securities or any certificate therefor tendered to it for transfer shall bear a legend substantially in addition tothe following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, and without prejudice toAS AMENDED (THE “SECURITIES ACT”), any and all other rights or remedies which may be available to itOR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION UNDER THE SECURITIES ACT. THE SALE, PLEDGE, HYPOTHECATION, ASSIGNMENT OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A SHAREHOLDERS AGREEMENT BY AND BETWEEN THE COMPANY AND CERTAIN HOLDERS OF SHARES OF THE COMPANY. A COPY OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE COMPANY.”

General Restrictions on Transfer. Each Securityholder agrees that, except as required in connection with obtaining the Financing (a) A Shareholder may Transfer Equity Securities only (i) as defined in a Public Salethe Merger Agreement), or any replacement thereof, and excluding any Transfer (iias defined below) pursuant to a valid exemption from registration under the Securities Act, provided that the Shareholder complies with Section 5(bby any Purchaser Party (as defined below) below. (b) Prior to any proposed Transfer other Purchaser Party or to its equity participants, such Securityholder will not, directly or indirectly, sell, hypothecate, give, bequeath, transfer, assign, pledge or in any other way whatsoever encumber or dispose of (whether for or without consideration, whether voluntarily or involuntarily or by operation of law) (any Equity Securitiessuch event, the holder a "TRANSFER") any Shares now or hereafter at any time owned by such Securityholder (or any interest therein) to another individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, other entity or government or other agency or political subdivision thereof shall give written notice (a "Transfer NoticePerson") ("TRANSFEREE"), other than in accordance with all applicable provisions of this Agreement. The Company shall not transfer upon its books any Shares to any Person to the extent prohibited by this Agreement and any purported transfer in violation hereof shall be null and void ab initio and of no effect. Each Employee Securityholder represents and warrants to the Purchaser and the Company that the Shares owned by such Employee Securityholder were acquired by such Employee Securityholder for investment only and not with a view to any public distribution thereof, and there is not any current plan or intention on the part of its intention such Employee Securityholder to effect offer to sell, exchange or otherwise dispose of the Shares owned by such TransferEmployee Securityholder in violation of any of the requirements of the Securities Act of 1933, as amended, or any similar federal statute, and the Company shall deliver a copy of such Transfer Notice to the Company within ten (10) business days of its receipt thereof. Each such Transfer Notice shall describe the manner rules and regulations of the proposed Transfer and, if requested by Securities and Exchange Commission or any other agency at the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed Transfer may be effected without registration under time administering the Securities Act (as defined herein) thereunder, all as the same shall be in effect from time to time (the "SECURITIES ACT"), or any comparable state or foreign securities laws. Purchaser and its members and affiliates and their limited partners, general partners, principals, stockholders and affiliates, and any applicable state securities lawsof their Transferees, whereupon the holder of such shares shall be entitled to effect such Transfer in accordance with the terms of its Transfer Notice; provided, however, that the Company shall have the right to refuse any proposed Transfer that would cause the Company to lose its exemption from registration under Section 12(g) of the Exchange Act. Each certificate representing any Equity Securities transferred as above provided shall bear the legend set forth in Section 2 hereof, except that such certificate shall not bear such legend (or any portion thereof) if: (a) such Transfer is in accordance with the provisions of Rule 144(k) (or any other rule permitting public sale without registration) under the Securities Act or (b) the opinion of counsel are sometimes referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to Transfer such securities in a Public Sale without registration under the Securities Act. The restrictions provided for in this Section 5(b) shall not apply to securities which are not required to bear the legend prescribed by Section 4 hereof in accordance with the provisions of that Section. The Company hereby agrees that it shall not request such opinion of counsel with respect to transfers effected pursuant to Rule 144 except in unusual circumstances. (c) If any Transfer of Equity Securities is made or suffered by any Shareholder without the giving of notice required by this Agreement, such purported Transfer shall be void. Furthercollectively, if as the "PURCHASER PARTIES" and, individually, as a "PURCHASER PARTY." The Employee Securityholders and their respective spouses, any Equity Securities direct or adopted lineal descendants and ancestors and any trusts solely for the benefit of any or all of the foregoing, and any of their Transferees, are the subject of a Transfer not sometimes referred to in accordance with the terms and conditions of this Agreement, such Transfer shall be void ab initio. In enforcing this provisioncollectively, as the Company may hold and refuse to transfer any Equity Securities or any certificate therefor tendered to it for transfer in addition to"EMPLOYEE PARTIES" and, and without prejudice toindividually, any and all other rights or remedies which may be available to itas an "EMPLOYEE PARTY."

General Restrictions on Transfer. (a) A Shareholder Stockholder may Transfer Equity Securities shares thereof only (i) in a Public Sale, and (ii) pursuant to a valid exemption from registration under the Securities Act, provided provided, that the Shareholder such Stockholder complies with Section 5(b2 and Section 3(b) belowhereof or, (iii) subject to Section 2, to Permitted Transferees. (b) Prior to any proposed Transfer of any of the Equity Securities, the holder thereof shall give written notice (a "“Transfer Notice"”) to the Company of his, her or its intention to effect such Transfer, and the Company shall deliver a copy of such Transfer Notice to the Company Placement Agent within ten (10) business days of its receipt thereof. Each such Transfer Notice shall describe the manner of the proposed Transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed Transfer may be effected without registration under the Securities Act and any applicable state securities laws, whereupon the holder of such shares shall be entitled to effect such Transfer in accordance with the terms of its Transfer Notice; provided, however, that the Company shall have the right to refuse any proposed purported Transfer that would cause the Company to lose its exemption from registration under Section 12(g) of the Exchange Act. Each certificate representing any of the Equity Securities transferred as above provided shall bear the legend set forth in Section 2 hereof2, except that such certificate shall not bear such the legend in the second paragraph thereof (or any portion thereof) if: (a) such Transfer is being made in accordance with the provisions of Rule 144(k) (or any other rule permitting public sale without registration) under the Securities Act or (b) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate Affiliate of the Company) would be entitled to Transfer such securities in a Public Sale without registration under the Securities Act. The restrictions provided for in this Section 5(b3(b) shall not apply to securities which that are not required to bear the legend prescribed by Section 4 hereof 2 in accordance with the provisions of that Section. The Company hereby agrees that it shall not request such opinion of counsel with respect to transfers effected pursuant to Rule 144 except in unusual circumstances. (c) If any Transfer of Equity Securities is made or suffered by any Shareholder Stockholder without the giving of prior written notice as required by this Agreement, such purported Transfer shall be void. Further, if any of the Equity Securities are the subject of a Transfer that is made not in accordance with the terms and conditions of this Agreement, such Transfer shall be void ab initio. In enforcing this provision, the Company may hold and refuse to transfer any of the Equity Securities or any certificate therefor tendered to it for transfer in addition to, and without prejudice to, any and all other rights or remedies which as may be available to itthe Company.

General Restrictions on Transfer. (a) A Shareholder may Transfer not transfer any Equity Securities only except in compliance with this Agreement. (b) A Shareholder that transfers any Equity Securities must deliver to the Company and the other Shareholders (i) except in the case of sales to the public after the consummation of a Qualified Public SaleOfficering, a notice describing in reasonable detail the proposed transfer, and (ii) pursuant subject to a valid exemption from registration under the Securities Act, provided that the Shareholder complies with Section 5(b) below. (b) Prior to any proposed Transfer of any Equity Securities, the holder thereof shall give written notice (a "Transfer Notice") to the Company of its intention to effect such Transfer, and the Company shall deliver a copy of such Transfer Notice to the Company within ten (10) business days of its receipt thereof. Each such Transfer Notice shall describe the manner of the proposed Transfer and2.4, if reasonably requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed Transfer such transfer may be effected without registration under the Securities Act and or any applicable securities laws of any state securities laws, whereupon the holder of such shares shall be entitled to effect such Transfer in accordance with the terms of its Transfer Notice; provided, however, that the Company shall have the right to refuse any proposed Transfer that would cause the Company to lose its exemption from registration under Section 12(g) of the Exchange Act. Each certificate representing any Equity Securities transferred as above provided shall bear the legend set forth in Section 2 hereof, except that such certificate shall not bear such legend (or any portion thereof) if: (a) such Transfer is in accordance with the provisions of Rule 144(k) (or any other rule permitting public sale without registration) under jurisdiction, anywhere in the Securities Act or (b) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to Transfer such securities in a Public Sale without registration under the Securities Act. The restrictions provided for in this Section 5(b) shall not apply to securities which are not required to bear the legend prescribed by Section 4 hereof in accordance with the provisions of that Section. The Company hereby agrees that it shall not request such opinion of counsel with respect to transfers effected pursuant to Rule 144 except in unusual circumstancesworld. (c) If It shall be a condition to any Transfer transfer of Equity Securities is made or suffered (other than a transfer pursuant to a public offering approved by any Shareholder without the giving Company’s Board of notice required Directors) that the transferee agrees in writing to be bound by the provisions of this Agreement pursuant to the transferee agreement in the form set forth as Exhibit A (the “Transferee Agreement”). Upon becoming a party to this Transferee Agreement, such purported Transfer the transferee shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, the transferring Shareholder hereunder with respect to the Equity Securities transferred by such Shareholder. (d) Any transfer of Equity Securities made in violation of this Article 2 shall be null and void. FurtherThe Company shall not, if shall not be required, and shall not have the right to (i) transfer on its books any Equity Securities are the subject transferred in violation of a Transfer not in accordance with the terms and conditions any provisions of this Agreement, or (ii) treat as owner of such Transfer shall be void ab initio. In enforcing Equity Securities, or to accord the right to vote as such owner, or to pay dividends to, any transferee to whom such securities are transferred in violation of this provisionAgreement. (e) Notwithstanding anything to the contrary set forth in this Article 2 (but subject to Section 2.1(c)), the Management Shareholders shall not, except as set forth in Sections 2.3 (d)(iii) and 2.4 (h)(ii), and the Company may hold shall cause any of its officers, directors, and refuse employees who own Equity Securities not to (except in the case of sales to the public after the consummation of a Qualified Public Offering), transfer any Equity Securities without the prior written consent of the Preferred Majority which consent shall not be unreasonably withheld in the case of any transfer pursuant to Section 2.3(d). So long as Blue Ridge China or any certificate therefor tendered EI holds at least its Preferred Threshold Shares or the Xxxxxxx Holders hold at least their respective Xxxxxxx Threshold Shares, the Common Shares held by the Management Shareholders or a Permitted Transferee shall be subject to it for the co-sale provisions of Section 2.3. (f) A transfer of the capital stock or other equity or voting interests in addition to(a) a Management Shareholder, or (b) a Person that directly or indirectly owns equity or voting interests in a Management Shareholder, shall be deemed to be a transfer of the Equity Securities of such Management Shareholder, which transfer shall be subject to the provisions of Sections 2.1 and without prejudice to2.3. In such event, any the Management Shareholder shall be deemed to be the Selling Management Shareholder as referred to in Section 2.3(a) and all other rights the capital stock or remedies which may equity interests proposed to be available transferred shall be deemed to itbe the Management Shareholder Shares.