Common use of General Restrictions on Transfer Clause in Contracts

General Restrictions on Transfer. (a) Each Existing ----------------------------------- Shareholder agrees that such Existing Shareholder shall not, either directly or indirectly, offer, sell, transfer, assign, mortgage, hypothecate, pledge, create a security interest in or lien upon, encumber, donate, contribute, place in trust, or otherwise voluntarily or involuntarily dispose of (any of the foregoing actions, to "Transfer" and, any offer, sale, transfer, assignment, mortgage, hypothecation, pledge, security interest or lien, encumbrance, donation, contribution, placing in trust or other disposition, a "Transfer") any Shares, or any interest therein, except in a transaction that is specifically permitted by this Agreement. (b) Any attempt to Transfer any Shares, or any interest therein, which is not in compliance with this Agreement shall be null and void ab initio. The Company shall not permit, and shall cause any transfer agent not --------- to permit, any Transfer of Shares in violation of this Agreement. Neither the Company nor any transfer agent shall give any effect in the Company's stock records to such attempted Transfer. (c) Notwithstanding any other provision of this Agreement, no Transfer may be made pursuant to this Agreement unless: (i) such Transfer complies in all respects with the applicable provisions of this Agreement and applicable federal and state securities laws, including, without limitation, the Securities Act; (ii) except in the case of a Transfer pursuant to Section 2.2(a)(iv), 2.2(a)(v) or 2.2(c), the Transferee agrees in writing with the Company and the other Shareholders to be bound by the terms and conditions of this Agreement with respect to the Shares Transferred to such Transferee to the same extent as the Existing Shareholder who originally held such Shares is or was bound hereby (whereupon such Transferee shall be entitled to the same rights as such Existing Shareholder who originally held such Shares had with respect to such Shares and shall be deemed to be an Existing Shareholder for all purposes hereunder with respect to such Shares).

General Restrictions on Transfer. (a) Each Existing ----------------------------------- Shareholder agrees that The terms and provisions of this Article VIII shall apply to all Units now owned or hereafter acquired by a Member, including Units acquired by reason of original issuance, dividend, distribution, exchange, conversion or acquisition of outstanding Units from another Person, and such Existing Shareholder provisions shall notapply to any Units obtained by a Member upon the exercise, either directly exchange or indirectly, offer, sell, transfer, assign, mortgage, hypothecate, pledge, create a conversion of any security interest in of the Company or lien upon, encumber, donate, contribute, place in trust, or otherwise voluntarily or involuntarily dispose of (any of the foregoing actions, to "Transfer" and, any offer, sale, transfer, assignment, mortgage, hypothecation, pledge, security interest or lien, encumbrance, donation, contribution, placing in trust or other disposition, a "Transfer") any Shares, or any interest therein, except in a transaction that is specifically permitted by this Agreementits Subsidiaries. (b) Any attempt No Transfer of Units to a Person not already a Member of the Company shall be deemed completed until the prospective Transferee is admitted as a Member of the Company in accordance with Section 4.01(b) hereof. (c) Without the prior written consent of the Board, no Member shall, and no direct or indirect equityholder of a Member shall, directly or indirectly, Transfer any SharesUnits to any Person; provided, or any interest therein, which is not in compliance with that the Board’s consent under this Agreement shall be null and void ab initio. The Company Section 8.01(c) shall not permit, and shall cause be required for a Member or direct or indirect equityholder of a Member to effect any transfer agent not --------- to permit, any Transfer of Shares in violation of this Agreement. Neither the Company nor any transfer agent shall give any effect in the Company's stock records to such attempted Permitted Transfer. (cd) Notwithstanding any other provision of this AgreementAgreement (including Article VIII), no each Member agrees that it will not Transfer may be made pursuant to this Agreement unlessall or any portion of its Units, and the Company agrees that it shall not issue any Units: (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 Transfer of Units, if and as reasonably requested by the Board, only upon delivery to the Company of an opinion of counsel in form and substance reasonably satisfactory to the Board to the effect that such Transfer complies in all respects with the applicable provisions of this Agreement and applicable federal and state securities laws, including, may be effected without limitation, registration under the Securities Act; (ii) except in if such Transfer or issuance would cause the case Company to be considered a “publicly traded partnership” under Code Section 7704(b) within the meaning of a Transfer pursuant to Treasury Regulations Section 2.2(a)(iv1.7704-1(h)(1)(ii), 2.2(a)(vincluding the look-through rule in Treasury Regulations Section 1.7704-1(h)(3); (iii) if such Transfer or 2.2(c)issuance would affect the Company’s existence or qualification as a limited liability company under the Delaware Act; (iv) if such Transfer or issuance would cause the Company to lose its status as a partnership for federal income tax purposes; (v) if such Transfer or issuance would cause the Company to be required to register as an investment company under the ’40 Act; or (vi) if such Transfer or issuance would cause the assets of the Company to be deemed “Plan Assets” as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any “prohibited transaction” thereunder involving the Company. (e) Any Transfer or attempted Transfer of any Units in violation of this Agreement shall be null and void, no such Transfer shall be 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 Units for all purposes of this Agreement. Any Member making a purported Transfer in violation of this Agreement hereby agrees in writing with to indemnify and hold the Company and the other Shareholders to be bound by the terms Members harmless from and conditions of this Agreement with respect to the Shares Transferred to against any federal, state or local income taxes, or transfer taxes arising as a result of, or caused directly or indirectly by, such Transferee to the same extent as the Existing Shareholder who originally held such Shares is or was bound hereby (whereupon such Transferee shall be entitled to the same rights as such Existing Shareholder who originally held such Shares had with respect to such Shares and shall be deemed to be an Existing Shareholder for all purposes hereunder with respect to such Shares)purported Transfer.

General Restrictions on Transfer. (a) Each Existing ----------------------------------- During the Lock-Up Period, each Shareholder hereby agrees that such Existing Shareholder it shall not, either directly or indirectly, offerthrough one or a series of transactions, sell, assign, transfer, assigncharge, pledge, hypothecate, mortgage, hypothecateencumber, pledge, create grant a security interest in or lien uponotherwise dispose of any economic, encumbervoting or other interest, donatetitle or right (“Transfer”, contributeand the terms “Transferred” and “Transferring” have the meaning correlative to the foregoing) in any of its Company Securities at any time, place other than any Transfers of Company Securities that are in trustaccordance with Section 3.02 or pursuant to an Enforcement Sale; provided, that the Lock-Up Period restrictions applicable to the Investors shall cease to apply (x) following a Public Listing, IPO or QIPO, or otherwise voluntarily (y) if the Company or involuntarily dispose of (GDSH breaches any of the foregoing actionstheir respective obligations in Section 2.08 or Section 6.03 and, to "Transfer" andthe extent such breach is curable, fails to cure any such breach within twenty (20) Business Days following the delivery by any Investor of a written notice to the Company or GDSH, as applicable, setting forth the details of such breach, in which case the Lock-up Period restrictions applicable to the Investors shall cease to apply immediately following the Company’s or GDSH’s failure (as applicable) to cure such breach by the expiration of such twenty (20) Business Day period. The Company or GDSH, as applicable, shall deliver the aforementioned written notice to each other Investor promptly upon receipt. Following the Lock-Up Period, any offerTransfer of Companies Securities by any Shareholder shall comply with the applicable provisions of this Article III and Article IV, sale, transfer, assignment, mortgage, hypothecation, pledge, security interest or lien, encumbrance, donation, contribution, placing in trust or other disposition, a "Transfer") and the Company shall be entitled to take any Shares, or action to invalidate any interest therein, except in a transaction Transfer of Company Securities that is specifically permitted by this Agreementin breach of such provisions. (b) For so long as GDSH is a Major Shareholder and prior to a Public Listing, IPO or QIPO, no holder of any Preferred Shares shall Transfer, directly or indirectly, any Company Securities to any Competitor without GDSH’s prior written approval; provided that this Section 3.01(b) shall not apply to any Transfers of Company Securities contemplated by Section 5.01 or Section 5.02. (c) Each Shareholder agrees to enter into a customary lock-up agreement with the underwriters and be bound by such lock-up restrictions for at least six (6) months in connection with and following the completion of an IPO (the “IPO Lock-Up”). (d) Any attempt to Transfer any Shares, or any interest therein, which is not Company Securities in compliance with violation of this Agreement Deed shall be null and void ab initio. The void, and the Company shall not permitnot, and shall cause any transfer agent instruct the Company’s registered office not --------- to permitto, any Transfer of Shares in violation of this Agreement. Neither the Company nor any transfer agent shall give any effect in the Company's stock records to such attempted Transfer. (c) Notwithstanding any other provision of this Agreement, no Transfer may be made pursuant to this Agreement unless: (i) such Transfer complies in all respects with the applicable provisions of this Agreement and applicable federal and state securities laws, including, without limitation, the Securities Act; (ii) except in the case register of a Transfer pursuant to Section 2.2(a)(iv), 2.2(a)(v) or 2.2(c), members of the Transferee agrees in writing with the Company and the other Shareholders to be bound by the terms and conditions of this Agreement with respect to the Shares Transferred to such Transferee to the same extent as the Existing Shareholder who originally held such Shares is or was bound hereby (whereupon such Transferee shall be entitled to the same rights as such Existing Shareholder who originally held such Shares had with respect to such Shares and shall be deemed to be an Existing Shareholder for all purposes hereunder with respect to such Shares)Company.

General Restrictions on Transfer. (a) Each Existing ----------------------------------- From the Effective Date until the third (3rd) anniversary of the Effective Date (the “Lock-Up Period”), each Shareholder hereby agrees that such Existing Shareholder it shall not, either directly or indirectly, offerthrough one or a series of transactions, sell, assign, transfer, assignpledge, hypothecate, mortgage, hypothecateencumber, pledge, create grant a security interest in or lien upon, encumber, donate, contribute, place in trust, or otherwise voluntarily or involuntarily dispose of any economic, voting or other interest, title or right (“Transfer”, and the terms “Transferred” and “Transferring” have the meaning correlative to the foregoing) in any of its Company Securities at any time, other than any Transfers of Company Securities that are in accordance with Section 3.02; provided, that the foregoing actionsLock-Up Period restrictions applicable to the Investors shall cease to apply if the Company or GDSH breaches any of their respective obligations in Section 2.08 or Section 6.03 and, to "Transfer" andthe extent such breach is curable, fails to cure any such breach within twenty (20) Business Days following the delivery by any Investor of a written notice to the Company or GDSH, as applicable setting forth the details of such breach. Following the Lock-Up Period, any offerTransfer of Companies Securities by any Shareholder shall comply with the appliable provisions of this Article III and Article IV, sale, transfer, assignment, mortgage, hypothecation, pledge, security interest or lien, encumbrance, donation, contribution, placing in trust or other disposition, a "Transfer") and the Company shall be entitled to take any Shares, or action to invalidate any interest therein, except in a transaction Transfer of Company Securities that is specifically permitted by this Agreementin breach of such provisions. (b) For so long as GDSH is a Major Shareholder, no Series A Preferred Shareholder shall Transfer, directly or indirectly, any Company Securities to any Competitor without GDSH’s prior written approval; provided that this Section 3.01(b) shall not apply to any Transfers of Company Securities contemplated by Section 5.01, Section 5.02 or Section 5.06. (c) Each Shareholder agrees to enter into a customary lock-up agreement with the underwriters and be bound by such lock-up restrictions for at least six (6) months in connection with and following the consummation of an IPO (the “IPO Lock-Up”). (d) Any attempt to Transfer any Shares, or any interest therein, which is not Company Securities in compliance with violation of this Agreement Deed shall be null and void ab initio. The void, and the Company shall not permitnot, and shall cause any transfer agent instruct the Company’s registered office not --------- to permitto, any Transfer of Shares in violation of this Agreement. Neither the Company nor any transfer agent shall give any effect in the Company's stock records to such attempted Transfer. (c) Notwithstanding any other provision of this Agreement, no Transfer may be made pursuant to this Agreement unless: (i) such Transfer complies in all respects with the applicable provisions of this Agreement and applicable federal and state securities laws, including, without limitation, the Securities Act; (ii) except in the case register of a Transfer pursuant to Section 2.2(a)(iv), 2.2(a)(v) or 2.2(c), members of the Transferee agrees in writing with the Company and the other Shareholders to be bound by the terms and conditions of this Agreement with respect to the Shares Transferred to such Transferee to the same extent as the Existing Shareholder who originally held such Shares is or was bound hereby (whereupon such Transferee shall be entitled to the same rights as such Existing Shareholder who originally held such Shares had with respect to such Shares and shall be deemed to be an Existing Shareholder for all purposes hereunder with respect to such Shares)Company.

General Restrictions on Transfer. (a) Each Existing ----------------------------------- Except as allowed under the Lock-Up Agreement, each Shareholder agrees that such Existing Shareholder shall will not, either directly or indirectly, offer, sell, transfer, assign, mortgage, hypothecate, pledge, create a security interest in or lien upon, encumber, donate, contribute, place in trust, or otherwise voluntarily or involuntarily dispose of (involuntarily, Transfer any of its Capital Stock for a period of TWO (2) YEARS from the foregoing actions, to "Transfer" and, any offer, sale, transfer, assignment, mortgage, hypothecation, pledge, security interest or lien, encumbrance, donation, contribution, placing in trust or other disposition, a "Transfer") any Shares, or any interest therein, except in a transaction that is specifically permitted by this Agreementdate hereof. (b) Any attempt to Transfer any Shares, or any interest therein, which is not in compliance with this Agreement Prior notice shall be null and void ab initiogiven to the Company by the transferor of any Transfer to a Permitted Transferee of any Capital Stock. The Company shall not permitPrior to consummation of any Transfer by any Shareholder of any of its Capital Stock, and such party shall cause any transfer agent not --------- the Permitted Transferee to permitexecute and deliver to the Company a joinder to this Agreement, any Transfer of Shares in violation agreeing to be bound by the terms and conditions of this Agreement. Neither Upon any Transfer by any Shareholder of any of its Capital Stock, in accordance with the Company nor any transfer agent terms of this Agreement, the Permitted Transferee shall give any effect in be substituted for, and shall assume, all the Company's stock records rights and obligations of such transferring Shareholder under this Agreement. If a Permitted Transferee is an Affiliate of, or a trust for the exclusive benefit of certain persons related to a Shareholder, but following the Transfer of Capital Stock by such Shareholder such Permitted Transferee is to cease to be an Affiliate of, or such trust is to cease to be for the exclusive benefit of such persons related to such attempted TransferShareholder, as the case may be, such Permitted Transferee shall immediately prior to ceasing to be an Affiliate of such Shareholder, or such trust, shall immediately prior to ceasing to be for the exclusive benefit of such Persons, as the case may be, Transfer such Capital Stock back to such Shareholder or one of the Shareholder’s Permitted Transferees. (c) Notwithstanding any other provision of this Agreement, no each Shareholder agrees that it will not, directly or indirectly, Transfer may be made pursuant to this Agreement unless: any of its Capital Stock (i) such Transfer complies in all respects with except as permitted under the applicable provisions of this Agreement Securities Act and other applicable federal and or state securities laws, includingand then, if requested by the Company, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without limitation, registration under the Securities Act; , (ii) except if it would cause the Company or any of its Subsidiaries to be required to register as an investment company under the Investment Company Act of 1940, as amended, or (iii) if it would cause the assets of the Company or any of its Subsidiaries to be deemed plan assets as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any “prohibited transaction” thereunder involving the case of a Transfer pursuant to Section 2.2(a)(iv), 2.2(a)(v) or 2.2(c)Company. In any event, the Transferee agrees in writing with 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. Rxxxxx Xxxxxx agrees to only restrict 1,500,000 shares of BioPower common stock per this Agreement and the there are no restrictive covenants on any other Shareholders to be bound by the terms and conditions shares of Rxxxxx Xxxxxx or his affiliates. (d) Any Transfer or attempted Transfer of any Capital Stock in violation of this Agreement with respect to shall be null and void, no such Transfer shall be recorded on the Shares Transferred to Company’s books and the purported transferee in any such Transferee to Transfer shall not be treated (and the same extent purported transferor shall continue be treated) as the Existing Shareholder who originally held owner of such Shares is or was bound hereby (whereupon such Transferee shall be entitled to the same rights as such Existing Shareholder who originally held such Shares had with respect to such Shares and shall be deemed to be an Existing Shareholder Capital Stock for all purposes hereunder with respect to such Shares)of this Agreement.

General Restrictions on Transfer. (a) Each Existing ----------------------------------- Shareholder At any time when any of the Securities remain outstanding, the Investor acknowledges and agrees that such Existing Shareholder shall not, either directly it (or indirectly, offer, sell, transfer, assign, mortgage, hypothecate, pledge, create a security interest in or lien upon, encumber, donate, contribute, place in trust, or otherwise any Permitted Transferee) will not voluntarily or involuntarily dispose of (Transfer any of the foregoing actionsSecurities, in whole or in part, without the prior written consent of the Company except (i) to "Transfer" anda Permitted Transferee in accordance with the procedures set forth in this Section 3.1, any offer(ii) in accordance with the procedures set forth in Section 3.2 or (iii) in accordance with the procedures set forth in Section 3.3(e). For the avoidance of doubt, saleall issued and outstanding Securities, transferif Transferred pursuant to this Section 3.1 or Section 3.2, assignment, mortgage, hypothecation, pledge, security interest or lien, encumbrance, donation, contribution, placing may only be Transferred together and in trust or other disposition, a "Transfer") any Shares, or any interest therein, except in a transaction that is specifically permitted by this Agreementtheir entirety. (b) Any attempt to Transfer any Shares, or any interest therein, which is not in compliance with this Agreement shall be null and void ab initio. The Company shall not permit, and shall cause any transfer agent not --------- to permit, any A Transfer of Shares all of the then issued and outstanding Securities by the Investor (i) to a Permitted Transferee at any time or (ii) in violation of this Agreement. Neither the Company nor any transfer agent shall give any effect accordance with Section 3.3(e) shall, in the Company's stock records each case, not be subject to such attempted TransferSection 3.2. (c) Notwithstanding In the event of a Transfer or attempted Transfer of any other provision of this Agreement, no Transfer may be made pursuant to this Agreement unless: the Securities (i) such Transfer complies in all respects with the applicable provisions violation of this Agreement or (ii) in accordance with Section 3.3(e), the rights of the Investor set forth in Article II will immediately be of no further force or effect and applicable federal the Investor shall promptly cause the Investor Director to resign from the Board. (d) Prior to the consummation of any Transfer of the Securities by the Investor that is permitted pursuant to the terms and state securities lawsconditions of this Agreement (other than a pledge of, including, without limitationor assignment of a security interest in, the Securities Act; (ii) except in as collateral for loans or other credit extended to the case of Investor by a Lender or a Transfer pursuant to in accordance with Section 2.2(a)(iv3.3(e), 2.2(a)(v) or 2.2(c), the Transferee agrees in writing with Investor will cause the transferee thereof to execute and deliver to the Company and the other Shareholders an agreement to be bound by the terms and conditions of this Agreement with respect Agreement, which shall be in form and substance reasonably acceptable to the Shares Transferred Company. Except as set forth in this Section 3.1, upon any Transfer by the Investor of all of its then issued and outstanding Securities in accordance with the terms of this Agreement, the transferee thereof will be substituted for, and will assume all the rights and obligations under this Agreement of, the Investor; provided, that if the Transfer is not made to a Permitted Transferee, then any such Transferee to the same extent as the Existing Shareholder who originally held such Shares is or was bound hereby (whereupon such Transferee transferee shall not be entitled to enforce the same rights of the Investor set forth in Article II which will immediately be of no further force or effect and the Investor shall promptly cause the Investor Director to resign from the Board. (e) Notwithstanding any other provision of this Agreement, the Investor agrees that it will not, directly or indirectly, Transfer the Securities (i) except as permitted under the Securities Act and other applicable federal or state securities laws, and then, if requested by the Company, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Existing Shareholder who originally held such Shares had with respect Transfer may be effected without registration under the Securities Act, (ii) if it would cause the Company or any of its subsidiaries to such Shares and shall be required to register as an investment company under the Investment Company Act of 1940, as amended, or (iii) if it would cause the assets of the Company or any of its subsidiaries to be deemed plan assets as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any “prohibited transaction” thereunder involving the Company. In any event, the Company 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 Transfer or attempted Transfer of the Securities in violation of this Agreement will be an Existing Shareholder null and void, no such Transfer will be recorded on the Company’s books and the purported transferee in any such Transfer will not be treated (and the purported transferor will continue be treated) as the owner of the Securities for all purposes hereunder with respect of this Agreement. (g) Notwithstanding anything contained herein to the contrary or otherwise, the Investor may at any time pledge or assign a security interest in the Securities to any Lender to secure loans or other credit extended to the Investor by such Lender and the Company hereby agrees at any time during which Loans Obligations owing by the Investor to such SharesLender shall remain outstanding to make any and all payments on account of the Securities to one or more accounts designated in writing by such Lender; provided that no such pledge or assignment shall release the Investor from any of its obligations hereunder or substitute any such pledgee or assignee for the Investor as a party hereto. In addition, for clarification, while the Investor shall be permitted to pledge or assign a security interest in the Securities as collateral for Loan Obligations, any such Lender shall not be considered to be a Permitted Transferee upon the disposition or foreclosure of any such secured interest, which transfer shall be subject to the provisions set forth in Section 3.3(e). In no event shall any such Lender be entitled to enforce the rights of the Investor set forth in Article II and upon any such disposition or foreclosure of any such secured interest, the rights of the Investor set forth in Article II will immediately be of no further force or effect and the Investor shall promptly cause the Investor Director to resign from the Board.

General Restrictions on Transfer. (a) Each Existing ----------------------------------- Shareholder agrees that The terms and provisions of this Article VIII shall apply to all Units now owned or hereafter acquired by a Member, including Units acquired by reason of original issuance, dividend, distribution, exchange, conversion or acquisition of outstanding Units from another Person, and such Existing Shareholder provisions shall notapply to any Units obtained by a Member upon the exercise, either directly exchange or indirectly, offer, sell, transfer, assign, mortgage, hypothecate, pledge, create a conversion of any security interest in of the Company or lien upon, encumber, donate, contribute, place in trust, or otherwise voluntarily or involuntarily dispose of (any of the foregoing actions, to "Transfer" and, any offer, sale, transfer, assignment, mortgage, hypothecation, pledge, security interest or lien, encumbrance, donation, contribution, placing in trust or other disposition, a "Transfer") any Shares, or any interest therein, except in a transaction that is specifically permitted by this Agreementits Subsidiaries. (b) Any attempt No Transfer of Units to a Person not already a Member of the Company shall be deemed completed until the prospective Transferee is admitted as a Member of the Company in accordance with Section 4.01(b) hereof. (c) Without the prior written consent of the Board, no Member shall, and no direct or indirect equityholder of a Member shall, directly or indirectly, Transfer any SharesUnits to any Person; provided, or any interest therein, which is not in compliance with that the Board’s consent under this Agreement shall be null and void ab initio. The Company Section 8.01(c) shall not permit, and shall cause be required for a Member or direct or indirect equityholder of a Member to effect any transfer agent not --------- to permit, any Transfer of Shares in violation of this Agreement. Neither the Company nor any transfer agent shall give any effect in the Company's stock records to such attempted Permitted Transfer. (cd) Notwithstanding any other provision of this AgreementAgreement (including Article VIII), no each Member agrees that it will not Transfer may be made pursuant to this Agreement unlessall or any portion of its Units, and the Company agrees that it shall not issue any Units: (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 Transfer of Units, if and as reasonably requested by the Board, only upon delivery to the Company of an opinion of counsel in form and substance reasonably satisfactory to the Board to the effect that such Transfer complies in all respects with the applicable provisions of this Agreement and applicable federal and state securities laws, including, may be effected without limitation, registration under the Securities Act; (ii) except in if such Transfer or issuance would cause the case Company to be considered a “publicly traded partnership” under Code Section 7704(b) within the meaning of a Transfer pursuant to Treasury Regulations Section 2.2(a)(iv1.7704-1(h)(1)(ii), 2.2(a)(vincluding the look-through rule in Treasury Regulations Section 1.7704-1(h)(3); (iii) if such Transfer or 2.2(c)issuance would affect the Company’s existence or qualification as a limited liability company under the Delaware Act; (iv) if such Transfer or issuance would cause the Company to lose its status as a partnership for federal income tax purposes; (v) if such Transfer or issuance would cause the Company to be required to register as an investment company under the ‘40 Act; or (vi) if such Transfer or issuance would cause the assets of the Company to be deemed “Plan Assets” as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any “prohibited transaction” thereunder involving the Company. (e) Any Transfer or attempted Transfer of any Units in violation of this Agreement shall be null and void, no such Transfer shall be 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 Units for all purposes of this Agreement. Any Member making a purported Transfer in violation of this Agreement hereby agrees in writing with to indemnify and hold the Company and the other Shareholders to be bound by the terms Members harmless from and conditions of this Agreement with respect to the Shares Transferred to against any federal, state or local income taxes, or transfer taxes arising as a result of, or caused directly or indirectly by, such Transferee to the same extent as the Existing Shareholder who originally held such Shares is or was bound hereby (whereupon such Transferee shall be entitled to the same rights as such Existing Shareholder who originally held such Shares had with respect to such Shares and shall be deemed to be an Existing Shareholder for all purposes hereunder with respect to such Shares)purported Transfer.

General Restrictions on Transfer. (a) Each Existing ----------------------------------- Shareholder At any time when any of the Securities remain outstanding, the Investor acknowledges and agrees that such Existing Shareholder shall not, either directly it (or indirectly, offer, sell, transfer, assign, mortgage, hypothecate, pledge, create a security interest in or lien upon, encumber, donate, contribute, place in trust, or otherwise any Permitted Transferee) will not voluntarily or involuntarily dispose of (Transfer any of the foregoing actionsSecurities, in whole or in part, without the prior written consent of the Company except (i) to "Transfer" anda Permitted Transferee in accordance with the procedures set forth in this Section 3.1 or (ii) in accordance with the procedures set forth in Section 3.2. For the BUS_RE/5483002.4 avoidance of doubt, any offerall issued and outstanding Securities, saleif Transferred pursuant to this Section 3.1 or Section 3.2, transfer, assignment, mortgage, hypothecation, pledge, security interest or lien, encumbrance, donation, contribution, placing may only be Transferred together and in trust or other disposition, a "Transfer") any Shares, or any interest therein, except in a transaction that is specifically permitted by this Agreementtheir entirety. (b) Any attempt A Transfer of all of the then issued and outstanding Securities by the Investor to Transfer a Permitted Transferee at any Shares, or any interest therein, which is not in compliance with this Agreement shall be null and void ab initio. The Company time shall not permit, and shall cause any transfer agent not --------- be subject to permit, any Section 3.2. (c) In the event of a Transfer or attempted Transfer of Shares any of the Securities in violation of this Agreement. Neither , the Company nor any transfer agent rights of the Investor set forth in Article II will immediately be of no further force or effect and the Investor shall give any effect in promptly cause the Company's stock records Investor Director to such attempted Transferresign from the Board. (cd) Notwithstanding Prior to the consummation of any other provision Transfer of this Agreement, no Transfer may be made the Securities by the Investor that is permitted pursuant to this Agreement unless: (i) such Transfer complies in all respects with the applicable provisions terms and conditions of this Agreement and applicable federal and state securities laws(other than a pledge of, including, without limitationor assignment of a security interest in, the Securities Act; (ii) except in as collateral for loans or other credit extended to the case of Investor by a Transfer pursuant to Section 2.2(a)(iv), 2.2(a)(v) or 2.2(cPermitted Transferee), the Transferee agrees in writing with Investor will cause the transferee thereof to execute and deliver to the Company and the other Shareholders an agreement to be bound by the terms and conditions of this Agreement with respect Agreement, which shall be in form and substance reasonably acceptable to the Shares Transferred Company. Except as set forth in this Section 3.1, upon any Transfer by the Investor of all of its then issued and outstanding Securities in accordance with the terms of this Agreement, the transferee thereof will be substituted for, and will assume all the rights and obligations under this Agreement of, the Investor; provided, that if the Transfer is not made to a Permitted Transferee, then any such Transferee to the same extent as the Existing Shareholder who originally held such Shares is or was bound hereby (whereupon such Transferee transferee shall not be entitled to enforce the same rights of the Investor set forth in Article II which will immediately be of no further force or effect and the Investor shall promptly cause the Investor Director to resign from the Board. (e) Notwithstanding any other provision of this Agreement, the Investor agrees that it will not, directly or indirectly, Transfer the Securities (i) except as permitted under the Securities Act and other applicable federal or state securities laws, and then, if requested by the Company, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Existing Shareholder who originally held such Shares had with respect Transfer may be effected without registration under the Securities Act, (ii) if it would cause the Company or any of its subsidiaries to such Shares and shall be required to register as an investment company under the Investment Company Act of 1940, as amended, or (iii) if it would cause the assets of the Company or any of its subsidiaries to be deemed plan assets as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any “prohibited transaction” thereunder involving the Company. In any event, the Company 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 Transfer or attempted Transfer of the Securities in violation of this Agreement will be an Existing Shareholder null and void, no such Transfer will be recorded on the Company’s books and the purported transferee in any such Transfer will not be treated (and the purported transferor will continue be treated) as the owner of the Securities for all purposes of this Agreement. (g) Notwithstanding anything contained herein to the contrary or otherwise, the Investor may at any time pledge or assign a security interest in the Securities to secure loans or BUS_RE/5483002.4 other credit extended to the Investor by a Permitted Transferee; provided that no such pledge or assignment shall release the Investor from any of its obligations hereunder with respect or substitute any such pledgee or assignee for the Investor as a party hereto. In addition, for clarification, while the Investor shall be permitted to pledge or assign a security interest in the Securities as collateral for loans or other credit extended, any such Shares)secured party shall not be considered to be a Permitted Transferee upon the foreclosure or sale in lieu of foreclosure of any such secured interest, which transfer shall be subject to all of the transfer restrictions set forth in Article III. In no event shall any such secured party be entitled to enforce the rights of the Investor set forth in Article II and upon any such foreclosure or sale in lieu of foreclosure of any such secured interest, the rights of the Investor set forth in Article II will immediately be of no further force or effect and the Investor shall promptly cause the Investor Director to resign from the Board.

General Restrictions on Transfer. (a) Each Existing ----------------------------------- Shareholder agrees that such Existing Shareholder shall not, either directly or indirectly, offer, sell, transfer, assign, mortgage, hypothecate, pledge, create a security interest in or lien upon, encumber, donate, contribute, place in trust, or otherwise voluntarily or involuntarily dispose of (any Prior to the fifth anniversary of the foregoing actionsdate of this Agreement, no Shares owned by any Management Stockholder nor any interest therein nor any rights relating thereto may be Transferred by such Management Stockholder, except for Transfers of Shares (i) to "Transfer" anda Permitted Transferee or as otherwise expressly permitted pursuant to Section 1.2, any offer(ii) to Holdings (or a permitted assignee thereof) pursuant to Section 1 or Section 2 of the Management Stockholders’ Agreement, sale(iii) pursuant to Section 2.1 or Section 2.2 hereof or (iv) authorized in writing by a majority of the members of the Board of Directors of Holdings (the “Board”). From and after the fifth anniversary of the date of this Agreement, transfer, assignment, mortgage, hypothecation, pledge, security interest or lien, encumbrance, donation, contribution, placing in trust or other dispositionaddition to the Transfers of Shares permitted by the immediately preceding sentence hereof, a "Transfer") any SharesManagement Stockholder shall be permitted to Transfer Shares to a bonafide third party purchaser, Holdings or any interest thereinWarburg Pincus, except in a transaction that is specifically permitted by this Agreementas the case may be, pursuant to Section 4 hereof. (b) Any attempt to Transfer any Shares, or any interest therein, which is not in compliance with this Agreement shall be null and void ab initio. The Company shall not permit, and shall cause any transfer agent not --------- to permit, any Transfer Prior the fifth anniversary of Shares in violation the date of this Agreement. Neither the Company , no Units owned by any Instititutional Investor nor any transfer agent shall give interest therein nor any effect in the Company's stock records rights relating thereto may be Transferred by such Institutional Investor, except for Transfers of Units (i) to a Permitted Assignee, subject to compliance with Section 10.3(b) hereof, (ii) pursuant to tag-along rights granted to such attempted TransferInstitutional Investor pursuant to Section 2.1 hereof, it being understood that this clause (ii) shall not permit an Institutional Investor, absent the prior written authorization of the Board, to sell Units pursuant to Section 2.1 as a Selling Stockholder, (iii) pursuant to Section 2.2 hereof, (iv) authorized in writing by a majority of the members of the Board or (v) by Warburg Pincus pursuant to Section 1.1(c) below. From and after the fifth anniversary of the date of this Agreement, and subject to the immediately following sentence hereof, in addition to the Transfers of Units permitted by the immediately preceding sentence hereof, an Institutional Investor shall be permitted to Transfer Units to a bonafide third party purchaser, Holdings or Warburg Pincus, as the case may be, pursuant to Section 4 hereof. Without limiting the foregoing, each Institutional Investor hereby acknowledges and agrees that it may not Transfer all or any portion of the shares of Common Stock owned by it unless such Institutional Investor is then Transferring a corresponding aggregate principal amount of Debt Securities which, together with the portion of the shares of Common Stock then being Transferred, comprises a Unit. (c) Notwithstanding anything to the contrary contained in this Agreement, the provisions of Section 1.1(b), Section 2.1 and Section 4 shall not apply to any other provision Transfer of Units by Warburg Pincus (i) made to an institutional investor, provided (x) such Transfer is made within ninety (90) calendar days of the date of this Agreement, no Transfer may (y) the price paid for any Units so Transferred shall be made equal to the price paid for a Unit by the Institutional Investors (other than Warburg Pincus) pursuant to this the terms of the Subscription Agreement unless: plus an amount equal to any accrued but unpaid interest in respect of the Units being Transferred and (iz) such Transfer complies in all respects with the applicable provisions of this Agreement and applicable federal and state securities laws, including, without limitation, the Securities Act; (ii) except in the case of a Transfer pursuant to Section 2.2(a)(iv), 2.2(a)(v) or 2.2(c), the Transferee transferree thereof agrees in writing with the Company and the other Shareholders to be bound by the terms and conditions provisions of this Agreement pursuant to Section 10.3(b) hereof or (ii) pursuant to Section 2.2; provided, however, with respect to clause (i) immediately above, immediately after giving effect to any sale or sales of Units during such ninety (90) calendar day period, Warburg Pincus shall own, either directly or indirectly, at least fifty (50%) of the Shares Transferred to such Transferee to Units then outstanding. (d) From and after the same extent date hereof until the fifth (5th) anniversary of the date of this Agreement, Warburg Pincus, in its capacity as the Existing Shareholder who originally held such Shares is or was bound hereby a member, shall not Transfer any Percentage Interests (whereupon such Transferee shall be entitled to the same rights as such Existing Shareholder who originally term is defined in the LLC Agreement (as hereinafter defined)) of TD Co-Investors, LLC, a Delaware limted liability company (the “LLC”); provided, however, nothing contained in this Section 1.1(d) shall prevent Warburg Pincus from Transferring such Percentage Interests to (i) a Permitted Assignee thereof or (ii) in accordance with the terms of Section 12 of that certain Amended and Restated Limited Liability Company Agreement of the LLC, dated as of July 15, 2003 (the “LLC Agreement”), it being understood and agreed that that portion of Section 12 of the LLC Agreement which permits Warburg Pincus, for a period of ninety (90) calendar days’ following the effective date thereof, to sell a portion of the Percentage Interests owned by it, shall not be amended, waived or otherwise modified without the prior written consent of the Institutional Investors holding a majority of the Units held by all Institutional Investors as of the date of such Shares had with respect to such Shares and shall be deemed to be an Existing Shareholder for all purposes hereunder with respect to such Sharesdetermination (the “Majority Institutional Investors”).

General Restrictions on Transfer. (a) Each Existing ----------------------------------- Shareholder agrees that such Existing Shareholder Except as set forth below, no Member shall not, either directly or indirectly, offer, sell, transfer, assign, mortgage, hypothecate, pledge, create a security interest in or lien upon, encumber, donate, contribute, place in trust, or otherwise voluntarily or involuntarily dispose of (Transfer any of the foregoing actions, to "Transfer" and, any offer, sale, transfer, assignment, mortgage, hypothecation, pledge, security interest or lien, encumbrance, donation, contribution, placing in trust or other disposition, a "Transfer") any Shares, or any interest thereinInterests, except in a transaction that is specifically permitted by this Agreement. (b) Any attempt to Transfer any Shares, or any interest therein, which is not in compliance accordance with this Agreement shall be null and void ab initio. The Company shall not permit, and shall cause any transfer agent not --------- to permit, any Transfer of Shares in violation of this Agreement. Neither the Company nor any transfer agent shall give any effect in the Company's stock records to such attempted Transfer. (c) Notwithstanding any other provision of this Agreement, no Transfer may be made pursuant to this Agreement unless: (i) such Transfer complies in all respects with the applicable provisions of this Agreement and applicable federal and state securities laws, including, without limitation, the Securities Act; (ii) except in the case of a Transfer pursuant to Section 2.2(a)(iv), 2.2(a)(v) or 2.2(c), the Transferee agrees in writing with the Company and the other Shareholders to be bound by the terms and conditions of this Agreement with respect and any such Transfer in violation of the terms of this Agreement shall be null and void. Before any Person shall be admitted to the Shares Transferred Company as a successor to a Member, the transferee shall execute an Agreement to be Bound and shall execute such Transferee other documents as may be reasonably requested by the Board, including, if requested by a Manager, an opinion of counsel, in form and substance satisfactory to the same extent Board, to the effect that (i) such Transfer would not violate the Securities Act or any state securities or blue sky laws applicable to the Company, (ii) such Transfer would not cause the Company to be considered a publicly traded partnership under Section 7704(b) of the Code; (iii) such Transfer would not cause the Company to lose its status as a partnership for federal income tax purposes; and (iv) such Transfer would not require the Existing Shareholder who originally held Company to register as an investment adviser under the Investment Advisers Act of 1940 or as an investment company under the Investment Company Act of 1940. (b) Notwithstanding anything to the contrary contained herein, the Investor may Transfer all or a portion of its Interests to any Person in its sole discretion, provided, however, that (i) such Shares Transfer would not have any materially adverse tax implications upon the Company or the other Member(s), (ii) unless an Event of Default under the Pre-Delivery Loan Facility or a Sub-Bareboat Charter has occurred and is or was bound hereby continuing, the Investor shall not Transfer any of its Interests to a Sponsor Competitor without the prior written consent of the Sponsor, and (whereupon iii) no such Transferee Transfer shall be entitled recognized by the Company until such transferee has executed an Agreement to be Bound. (c) Notwithstanding anything to the same rights as such Existing Shareholder who originally held such Shares had with respect to such Shares contrary contained in this Agreement, the Sponsor may not Transfer any portion of its Interests without the consent of the Investor. In addition, a Change of Control Transaction shall not be permitted without the prior written consent of the two (2) Investor Managers then serving (which consent shall not be unreasonably withheld). The Sponsor acknowledges that a violation of this Section 7.1(c) shall constitute an Event of Default under the Pre-Delivery Loan Facility and shall be deemed to be an Existing Shareholder for all purposes hereunder with respect to such Shares)each Sub-Bareboat Charter.