Common use of General Restrictions on Transfer Clause in Contracts

General Restrictions on Transfer. (a) No Transfer may be made by any Member of all or any part of its Membership Units in the Company or Member loan except pursuant to the Unanimous Vote of the Members Committee, except that a Member may transfer its Membership Units or Member loan to an Affiliate without the consent of the other Members so long as neither the Company nor any non-Transferring Member shall incur any additional liability as a result of such Transfer and the Transferring Member shall not be released from any liability or obligation under this Agreement or any Related Agreement. Notwithstanding the foregoing, any Member or Affiliate of a Member may pledge, hypothecate or xxxxx x Xxxx on any Member loan in connection with such Member's financing thereof. (b) Each time a Member proposes to transfer all or any part of its Membership Units (or as required by operation of law or other involuntary transfer to do so), such Member shall first offer such Membership Units to the Company and the non-transferring Members in accordance with the following provisions: (i) Such Member shall deliver a written notice ("Option Notice") to the Company and the other Members stating such Member's bona fide intention to transfer such Membership Units, the Membership Units to be transferred, the purchase price and terms of payment for which the Member proposes to transfer such Membership Units and the name and address of the proposed transferee. (ii) Within thirty (30) days after receipt of the Option Notice, the Company shall have the right, but not the obligation, to elect to purchase all or any part of the Membership Units upon the price and terms of payment designated in the Option Notice. If the Option Notice provides for the payment of non-cash consideration, the Company may elect to pay the consideration in cash equal to the good faith estimate of the present fair market value of the non-cash consideration offered as determined by the Management Committee. If the Company exercises such right within such thirty (30) day period, the Management Committee shall give written notice of the fact to the transferring and non-transferring Members. (iii) If the Company fails to elect to purchase the entire Membership Units proposed to be transferred within the thirty (30) day period described in Section 10.01(b)(ii), the non-transferring Members shall have the right, but not the obligation, to elect to purchase any remaining share of such Membership Units upon the price and terms of payment designated in the Option Notice. If the Option Notice provides for the payment of non-cash consideration, such purchasing Members each may elect to pay the consideration in cash equal to the good faith estimate of the present fair market value of the non-cash consideration offered as determined by the Management Committee. Within sixty (60) days after receipt of the Option Notice, each non-transferring Member shall notify the Management Committee in writing of its desire to purchase a portion of the Membership Units proposed to be so transferred. The failure of any Member to submit a notice within the applicable period shall constitute an election on the part of that Member not to purchase any of the Membership Units which may be so transferred. Each Member so electing to purchase shall be entitled to purchase a portion of such Membership Units in the same proportion that the Units of such Member bears to the aggregate of the Units of all of the Members electing to so purchase the Membership Units being transferred. In the event any Member elects to purchase none or less than all of its pro rata share of such Membership Units, then the other Members can elect to purchase more than their pro rata share. (iv) If the Company and the other Members elect to purchase or obtain any or all of the Membership Units designated in the Option Notice, then the closing of such purchase shall occur within ninety (90) days after receipt of such notice and the transferring Member, the Company and/or the other Members shall execute such documents and instruments and make such deliveries as may be reasonably required to consummate such purchase. (v) If the Company and the other Members elect not to purchase or obtain, or default in their obligation to purchase or obtain, all of the Membership Units designated in the Option Notice, then the transferring Member may transfer the portion of the Membership Units described in the Option Notice not so purchased, to the proposed transferee, providing such transfer is completed within thirty (30) days after the expiration of the company's and the other Members' right to purchase such Membership Units, is made on terms no less favorable to the transferring Member than as designated in the Option Notice. If such Membership Units are not so transferred, the transferring Member must give notice in accordance with this Section prior to any other or subsequent transfer of such Membership Units. (c) In the case of permitted Transferees, any Transferee of a Membership Units (including an Affiliate of the transferor) shall be admitted as a Member only after such Transferee agrees to assume all obligations of the transferor hereunder and otherwise be bound by the provisions of this Agreement. (d) Any Person that becomes a Member after the date hereof, accepts, ratifies and agrees to be bound by all actions duly taken pursuant to the terms and provisions of this Agreement by the Company prior to the date such Person became a Member and, without limiting the generality of the foregoing, specifically ratifies and approves all agreements and other instruments as may have been executed and delivered on behalf of the Company prior to such date and which are in force and effect on such date. (e) Each Transfer of all or a part of Membership Units (other than any Transfer of all or part of Membership Units or any interest therein upon foreclosure of a security interest created in such Membership Units) to a permitted Transferee shall entitle such Transferee to share in such Net Profits and Net Losses, to receive such distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar item to which the transferor was entitled, but only to the extent of the transferred Membership Units. Such Transfer shall also give a permitted Transferee the right to participate in the management of the Company through voting or otherwise and any other rights exercisable by a Member or, in the case of a Transfer by a Managing Member, such Managing Member, subject to the compliance of such Transferee with the provisions of paragraph (b) above and the admission of such Transferee as a Member. (f) Notwithstanding the above, a Managing Member may transfer up to twenty per cent (20%) of its initial Membership Units to one or more of its employees. Such Transfer shall entitle such Transferee to share in such Net Profits and Net Losses, to receive such distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar item to which the transferor was entitled, but only to the extent of the transferred Membership Units. Such Transfer shall not give such employee Transferee the right to participate in the management of the Company through voting or otherwise nor any other rights exercisable by a Member.

General Restrictions on Transfer. (a) No Except in connection with a foreclosure, a Transfer in lieu of foreclosure, or other exercise of rights in connection with the Senior Credit Facilities or otherwise (including without limitation exercise of rights of a secured lender) and except as otherwise provided in Section 6.05(c), no Class A Member may be made by any Member of Transfer all or any part of its Membership Units Interest (including the interest of an assignee within the meaning of Section 18-702 of the Act) or its share of capital, profits, losses, allocations or distributions hereunder to any Person without first meeting the following requirements: (i) the prior written approval of the Managing Member; (ii) the execution by the transferring Member of an instrument of transfer of such Interest in the Company or Member loan except pursuant form and substance reasonably satisfactory to the Unanimous Vote Managing Member; (iii) the execution by the transferee of the Members CommitteeInterest (the "Assignee") of a written agreement, except that a Member may transfer its Membership Units or Member loan in form and substance satisfactory to an Affiliate without the consent Managing Member, to assume all of the other Members so long as neither duties and obligations of the Company nor any non-Transferring transferring Member shall incur any additional liability as a result of such Transfer and the Transferring Member shall not be released from any liability or obligation under this Agreement or any Related Agreement. Notwithstanding and the foregoing, any agreement by such Assignee to be bound by and subject to all the terms and conditions contained herein; (iv) the execution by the transferring Member or Affiliate and the Assignee of a Member may pledgewritten agreement, hypothecate or xxxxx x Xxxx on any Member loan in connection with such form and substance reasonably satisfactory to the Managing Member's financing thereof. (b) Each time a Member proposes , to transfer all or any part of its Membership Units (or as required by operation of law or other involuntary transfer to do so), such Member shall first offer such Membership Units to indemnify and hold harmless the Company and the non-transferring Members in accordance with the following provisions:from and against any expense, loss or liability arising out of such Transfer; (iv) Such the execution by the transferring Member shall deliver of a written notice ("Option Notice") agreement, in form and substance reasonably satisfactory to the Company and Managing Member, acknowledging the other Members stating such termination of all the transferring Member's bona fide intention to transfer such Membership Units, the Membership Units to be transferred, the purchase price rights and terms of payment for which the interests as a Member proposes to transfer such Membership Units and the name and address of the proposed transferee.Company, effective immediately upon such Transfer; (iivi) Within thirty (30) days after receipt of the Option Notice, the Company shall have the right, but not the obligation, to elect to purchase all or any part of the Membership Units upon the price and terms of payment designated in the Option Notice. If the Option Notice provides for the payment of non-cash consideration, the Company may elect to pay the consideration in cash equal to the good faith estimate of the present fair market value of the non-cash consideration offered as determined if requested by the Management Committee. If Managing Member, a written opinion, delivered by and at the Company exercises such right within such thirty (30) day period, the Management Committee shall give written notice expense of the fact to the transferring and non-transferring Members. (iii) If the Company fails to elect to purchase the entire Membership Units proposed to be transferred within the thirty (30) day period described in Section 10.01(b)(ii), the non-transferring Members shall have the right, but not the obligation, to elect to purchase any remaining share of such Membership Units upon the price and terms of payment designated in the Option Notice. If the Option Notice provides for the payment of non-cash consideration, such purchasing Members each may elect to pay the consideration in cash equal to the good faith estimate of the present fair market value of the non-cash consideration offered as determined by the Management Committee. Within sixty (60) days after receipt of the Option Notice, each non-transferring Member shall notify the Management Committee in writing of its desire to purchase a portion of the Membership Units proposed to be so transferred. The failure of any Member to submit a notice within the applicable period shall constitute an election on the part of that Member not to purchase any of the Membership Units which may be so transferred. Each Member so electing to purchase shall be entitled to purchase a portion of such Membership Units in the same proportion that the Units of such Member bears to the aggregate of the Units of all of the Members electing to so purchase the Membership Units being transferred. In the event any Member elects to purchase none or less than all of its pro rata share of such Membership Units, then the other Members can elect to purchase more than their pro rata share. (iv) If the Company and the other Members elect to purchase or obtain any or all of the Membership Units designated in the Option Notice, then the closing of such purchase shall occur within ninety (90) days after receipt of such notice and the transferring Member, of counsel for the Company, or other counsel reasonably satisfactory to the Managing Member, that the Transfer will not result in (i) a violation of applicable law or this Agreement; (ii) the Company and/or being classified as an association or taxable as a corporation for federal income tax purposes; (iii) the other Members shall execute such documents Company being deemed terminated pursuant to Section 708(b)(1)(B) of the Code; or (iv) a requirement for a registration of the transaction or the Interest under applicable federal and instruments and make such deliveries as may be reasonably required to consummate such purchase.state securities laws; and (vvii) If unless otherwise waived by the Company and Managing Member, the other Members elect not to purchase or obtain, or default in their obligation to purchase or obtain, all payment of the Membership Units designated in the Option Notice, then Assignee or the transferring Member may transfer the portion of the Membership Units described in the Option Notice not so purchased, to the proposed transferee, providing such transfer is completed within thirty (30) days after the expiration of the company's and the other Members' right to purchase such Membership Units, is made on terms no less favorable to the transferring Member than as designated in the Option Notice. If such Membership Units are not so transferred, the transferring Member must give notice in accordance with this Section prior to any other or subsequent transfer of such Membership Units. (c) In the case of permitted Transferees, any Transferee of a Membership Units (including an Affiliate of the transferor) shall be admitted as a Member only after such Transferee agrees to assume all obligations of the transferor hereunder and otherwise be bound by the provisions of this Agreement. (d) Any Person that becomes a Member after the date hereof, accepts, ratifies and agrees to be bound by all actions duly taken pursuant to the terms and provisions of this Agreement expenses incurred by the Company prior to the date such Person became a Member and, without limiting the generality of the foregoing, specifically ratifies and approves all agreements and other instruments as may have been executed and delivered on behalf of the Company prior to such date and which are in force and effect on such date. (e) Each Transfer of all or a part of Membership Units (other than any Transfer of all or part of Membership Units or any interest therein upon foreclosure of a security interest created in such Membership Units) to a permitted Transferee shall entitle such Transferee to share in such Net Profits and Net Losses, to receive such distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar item to which the transferor was entitled, but only to the extent of the transferred Membership Units. Such Transfer shall also give a permitted Transferee the right to participate in the management of the Company through voting or otherwise and any other rights exercisable by a Member or, in the case of a Transfer by a Managing Member, such Managing Member, subject to the compliance of such Transferee connection with the provisions of paragraph (b) above Transfer and the admission of such Transferee the Assignee to the Company as a Member. (fb) Notwithstanding Subject to compliance with non-waivable provisions of applicable Law, any Class B Member may Transfer all or any portion of its Class B Interest to any Person (whether one or more) at any time or from time to time, with no need for any approval, consent or other action of the aboveManaging Member, a the Class A Members, the Company or any other Person, provided that the Transferee executes and delivers to the Transferor, the Managing Member may transfer up and the Administrative Agent (and receives a written acknowledgment from the Administrative Agent of such delivery to twenty per cent the Administrative Agent) a written instrument in substantially the form attached hereto as Exhibit 3 with the blanks therein appropriately completed (20%) the "Admission Agreement"). Upon acquisition of its initial Membership Units to one all or more any portion of its employees. Such Transfer shall entitle the Class B Interest and execution and delivery of the Admission Agreement and the Administrative Agent's acknowledgment thereof, such Transferee to share in such Net Profits and Net Lossesshall, to receive such distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar item to which the transferor was entitled, but only to the extent it was granted such right by the terms of the transferred Membership Units. Such Transfer shall not give by virtue of which such employee Transferee the right to participate in the management acquired its Class B Interest, but with no need for any other approval, consent or other action of the Managing Member, the Class A Members, the Company through voting or otherwise nor any other rights exercisable by Person, be admitted to the Company as a MemberClass B Member (unless it is already a Class B Member at the time of such acquisition, execution and delivery). Any attempt to transfer all or any portion of the Class B Interest without compliance with the foregoing provisions shall be void ab initio.

General Restrictions on Transfer. (a) No A Member may not Transfer may be made by any Member of all or any part portion of its Membership Units in the Company or Member loan except pursuant Equity Interests to the Unanimous Vote of the Members Committeeany Person; provided, except that a Member may transfer its Membership Units or Member loan to an Affiliate without the consent of the other Members so long as neither the Company nor any non-Transferring Member shall incur any additional liability as a result of such Transfer and the Transferring Member shall not be released from any liability or obligation under this Agreement Managers or any Related Agreement. Notwithstanding the foregoing, any Member or Affiliate of a Member may pledge, hypothecate or xxxxx x Xxxx on any Member loan in connection with such other Member's financing thereof. (b) Each time a Member proposes to transfer all or any part of its Membership Units (or as required by operation of law or other involuntary transfer to do so), such Member shall first offer such Membership Units to the Company and the non-transferring Members in accordance with the following provisions: (i) Such any Member may Transfer all or a portion of its Equity Interests to one or more of its Permitted Transferees; (ii) subject to compliance with the terms and conditions of Section 9.3, Section 9.5 and Section 9.6, any Member may Transfer all or a portion of its Equity Interests to any Person; (iii) SLH shall deliver a have the right to, at any time elect by delivery of written notice ("Option Notice") to the Company and the other Members stating Members, initiate, cause or effectuate a Sale of the Company in accordance with the provisions of Section 9.4 (any such Member's bona fide intention transaction, an “Approved Sale”), and, in the event that SLH elects to transfer such Membership Unitsinitiate, cause or effectuate an Approved Sale in accordance herewith, the Membership Units to be transferred, terms and conditions of Section 9.3 and Section 9.5 shall not apply with respect thereto; and (iv) the purchase price and terms of payment for which the Member proposes to transfer such Membership Units and the name and address of the proposed transfereeMembers may effect a Transfer in accordance with Section 3.2(f)(iii). (iib) Within thirty Any Transfer by a Member of its Equity Interests to a Transferee in accordance with this Agreement shall transfer to such Transferee all of such Member’s rights and obligations under this Agreement (30) days after receipt including its right to appoint Managers, if any, pursuant to Section 8.3(a)). The Transferee of a Member’s Equity Interests in the Company may be admitted to the Company as a Substituted Member upon the prior consent of the Option NoticeBoard of Managers. Unless a Transferee of a Member’s Equity Interests in the Company is admitted as a Substituted Member under this Section 9.2, it shall have none of the powers of a Member hereunder and shall have only such rights of an assignee under the Act as are consistent with this Agreement. No Transferee of a Member’s Equity Interests shall become a Substituted Member unless such Transfer shall be made in compliance with this Section 9.2 and Section 9.6. (c) Upon the Transfer of all the Equity Interests in the Company of a Member and effective upon the admission of its Transferee as a Substituted Member, the Transferor shall be deemed to have withdrawn from the Company as a Member. (d) Upon the death, disability, dissolution, resignation or withdrawal in contravention of Section 10.1, or the bankruptcy of a Member (the “Withdrawing Member”), the Company shall have the rightright to treat such Member’s successor(s)-in-interest as assignee(s) of such Member’s Equity Interests in the Company, but not the obligation, to elect to purchase all or any part with none of the Membership Units upon powers of a Member hereunder and with only such rights of an assignee under the price and terms Act as are consistent with this Agreement. For purposes of payment designated this Section 9.2(d), if a Withdrawing Member’s Equity Interests in the Option Notice. If the Option Notice provides Company are held by more than one Person (for the payment purposes of non-cash consideration, the Company may elect to pay the consideration in cash equal to the good faith estimate of the present fair market value of the non-cash consideration offered as determined by the Management Committee. If the Company exercises such right within such thirty this clause (30) day period, the Management Committee shall give written notice of the fact to the transferring and non-transferring Members. (iii) If the Company fails to elect to purchase the entire Membership Units proposed to be transferred within the thirty (30) day period described in Section 10.01(b)(iid), the non-transferring Members “Assignees”), the Assignees shall have appoint (by delivery of written notice to the right, but not the obligation, Company) one Person with full authority to elect accept notices and distributions with respect to purchase any remaining share of such Membership Units upon the price and terms of payment designated Equity Interests in the Option Notice. If the Option Notice provides for the payment of non-cash consideration, such purchasing Members each may elect to pay the consideration in cash equal to the good faith estimate Company on behalf of the present fair market value of the non-cash consideration offered as determined by the Management Committee. Within sixty (60) days after receipt of the Option Notice, each non-transferring Member shall notify the Management Committee Assignees and to bind them with respect to all matters in writing of its desire to purchase a portion of the Membership Units proposed to be so transferred. The failure of any Member to submit a notice within the applicable period shall constitute an election on the part of that Member not to purchase any of the Membership Units which may be so transferred. Each Member so electing to purchase shall be entitled to purchase a portion of such Membership Units in the same proportion that the Units of such Member bears to the aggregate of the Units of all of the Members electing to so purchase the Membership Units being transferred. In the event any Member elects to purchase none or less than all of its pro rata share of such Membership Units, then the other Members can elect to purchase more than their pro rata share. (iv) If connection with the Company and the other Members elect to purchase or obtain any or all of the Membership Units designated in the Option Notice, then the closing of such purchase shall occur within ninety (90) days after receipt of such notice and the transferring Member, the Company and/or the other Members shall execute such documents and instruments and make such deliveries as may be reasonably required to consummate such purchase. (v) If the Company and the other Members elect not to purchase or obtain, or default in their obligation to purchase or obtain, all of the Membership Units designated in the Option Notice, then the transferring Member may transfer the portion of the Membership Units described in the Option Notice not so purchased, to the proposed transferee, providing such transfer is completed within thirty (30) days after the expiration of the company's and the other Members' right to purchase such Membership Units, is made on terms no less favorable to the transferring Member than as designated in the Option Notice. If such Membership Units are not so transferred, the transferring Member must give notice in accordance with this Section prior to any other or subsequent transfer of such Membership Units. (c) In the case of permitted Transferees, any Transferee of a Membership Units (including an Affiliate of the transferor) shall be admitted as a Member only after such Transferee agrees to assume all obligations of the transferor hereunder and otherwise be bound by the provisions of this Agreement. (de) Any Person that becomes a Upon request of the Company, each Member after the date hereof, accepts, ratifies and agrees to be bound by all actions duly taken pursuant provide to the terms and provisions of this Agreement by the Company prior to the date information regarding its adjusted tax basis in its Equity Interests along with documentation substantiating such Person became a Member andamount, without limiting the generality of the foregoing, specifically ratifies and approves all agreements and other instruments as may have been executed and delivered on behalf of the Company prior to such date and which are in force and effect on such date. (e) Each Transfer of all or a part of Membership Units (other than any Transfer of all or part of Membership Units or any interest therein upon foreclosure of a security interest created in such Membership Units) to a permitted Transferee shall entitle such Transferee to share in such Net Profits and Net Losses, to receive such distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar item to which the transferor was entitled, but only to the extent of the transferred Membership Units. Such Transfer shall also give a permitted Transferee the right to participate in the management of the Company through voting or otherwise and any other rights exercisable by a Member orinformation, in documentations and certifications necessary for the case Company to comply with Section 743 of a Transfer by a Managing Member, such Managing Member, subject to the compliance of such Transferee with the provisions of paragraph (b) above Code and the admission of such Transferee as a MemberRegulations thereunder. (f) Notwithstanding the aboveThe Company shall reflect each Transfer and admission authorized under this Article 9 by preparing an amendment or an amendment and restatement, a Managing Member may transfer up to twenty per cent (20%) of its initial Membership Units to one or more of its employees. Such Transfer shall entitle such Transferee to share in such Net Profits and Net Lossesas applicable, to receive this Agreement to reflect such distributions, and to receive such allocations of income, gain, loss, deduction Transfer or credit or similar item to which the transferor was entitled, but only to the extent of the transferred Membership Units. Such Transfer shall not give such employee Transferee the right to participate in the management of the Company through voting or otherwise nor any other rights exercisable by a Memberadmission.

General Restrictions on Transfer. (a) No The Stockholder understands and agrees that the Acquired Shares have not been registered under the Securities Act and are restricted securities under the Securities Act and the rules and regulations promulgated thereunder. The Stockholder agrees it shall not Transfer may be made by any Member of all or any part of its Membership Units in the Company or Member loan except pursuant to the Unanimous Vote of the Members CommitteeAcquired Shares (or solicit any offers in respect of any Transfer of the Acquired Shares), except that a Member may transfer its Membership Units in compliance with the Securities Act, any other applicable securities or Member loan to an Affiliate without the consent of the other Members so long as neither the Company nor any non-Transferring Member shall incur any additional liability as a result of such Transfer “blue sky” laws and the Transferring Member shall not be released from any liability or obligation under restrictions on Transfer contained in this Agreement or any Related Stockholder Agreement. Notwithstanding the foregoing, any Member or Affiliate of a Member may pledge, hypothecate or xxxxx x Xxxx on any Member loan in connection with such Member's financing thereof. (b) Each time a Member proposes The Stockholder agrees that it will not, during the period commencing on the day of the consummation of the Merger and ending one hundred eighty (180) days after the day of the closing of the Merger (i) Transfer any of the Acquired Shares, including, without limitation, pursuant to transfer all the registration rights set forth in Article 5 hereof, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Acquired Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of such Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (1) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the closing of the Merger, (2) transfers of the Acquired Shares or any part security convertible into the Acquired Shares as a bona fide gift or gifts, (3) transfers of its Membership Units the Acquired Shares or any security convertible into the Acquired Shares to affiliates, and (4) distributions of the Acquired Shares or as required by operation any security convertible into the Acquired Shares to direct or indirect limited partners, stockholders or members of law the undersigned; provided that in the case of any transfer or other involuntary transfer distribution pursuant to do soclause (2), such Member (3) or (4), (A) each donee, transferee or distributee shall first offer such Membership Units execute and deliver to the Company and the non-transferring Members in accordance with the following provisions: (i) Such Member shall deliver a written notice ("Option Notice") to the Company and the other Members stating letter agreement whereby such Member's bona fide intention to transfer such Membership Unitsdonee, the Membership Units transferee or distribute agrees to be transferredbound by the same restrictions on the Stockholder as set forth in this Section 3.01(b) and (B) if any filing by any party (donor, the purchase price and terms of payment for which the Member proposes to transfer such Membership Units and the name and address donee, transferor or transferee) under Section 16(a) of the proposed transferee. (ii) Within thirty (30) days after receipt Securities Exchange Act of the Option Notice1934, the Company shall have the rightas amended, but not the obligation, to elect to purchase all or any part of the Membership Units upon the price and terms of payment designated in the Option Notice. If the Option Notice provides for the payment of non-cash consideration, the Company may elect to pay the consideration in cash equal to the good faith estimate of the present fair market value of the non-cash consideration offered as determined by the Management Committee. If the Company exercises such right within such thirty (30) day period, the Management Committee shall give written notice of the fact to the transferring and non-transferring Members. (iii) If the Company fails to elect to purchase the entire Membership Units proposed to be transferred within the thirty (30) day period described in Section 10.01(b)(ii), the non-transferring Members shall have the right, but not the obligation, to elect to purchase any remaining share of such Membership Units upon the price and terms of payment designated in the Option Notice. If the Option Notice provides for the payment of non-cash consideration, such purchasing Members each may elect to pay the consideration in cash equal to the good faith estimate of the present fair market value of the non-cash consideration offered as determined by the Management Committee. Within sixty (60) days after receipt of the Option Notice, each non-transferring Member shall notify the Management Committee in writing of its desire to purchase a portion of the Membership Units proposed to be so transferred. The failure of any Member to submit a notice within the applicable period shall constitute an election on the part of that Member not to purchase any of the Membership Units which may be so transferred. Each Member so electing to purchase shall be entitled to purchase a portion of such Membership Units required or shall be made voluntarily in the same proportion that the Units of such Member bears to the aggregate of the Units of all of the Members electing to so purchase the Membership Units being transferred. In the event any Member elects to purchase none or less than all of its pro rata share of such Membership Units, then the other Members can elect to purchase more than their pro rata share. (iv) If the Company and the other Members elect to purchase or obtain any or all of the Membership Units designated in the Option Notice, then the closing of such purchase shall occur within ninety (90) days after receipt of such notice and the transferring Member, the Company and/or the other Members shall execute such documents and instruments and make such deliveries as may be reasonably required to consummate such purchase. (v) If the Company and the other Members elect not to purchase or obtain, or default in their obligation to purchase or obtain, all of the Membership Units designated in the Option Notice, then the transferring Member may transfer the portion of the Membership Units described in the Option Notice not so purchased, to the proposed transferee, providing connection with such transfer is completed within thirty or distribution (30) days other than a filing on Form 5 made after the expiration of the company's and the other Members' right 180-day period referred to purchase above), such Membership Units, is made on terms no less favorable party shall provide to the transferring Member than as designated in the Option Notice. If Company a copy of such Membership Units are not so transferred, the transferring Member must give notice in accordance with this Section filing at least three (3) Business Days prior to any other or subsequent filing. The Stockholder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of such Membership Unitsthe Acquired Shares except in compliance with the foregoing restrictions. (c) In the case of permitted Transferees, Any attempt to Transfer any Transferee of a Membership Units (including an Affiliate of the transferor) Common Stock not in compliance with this Stockholder Agreement shall be admitted as a Member only after such Transferee agrees to assume all obligations of the transferor hereunder null and otherwise be bound by the provisions of this Agreement. (d) Any Person that becomes a Member after the date hereofvoid, accepts, ratifies and agrees to be bound by all actions duly taken pursuant to the terms and provisions of this Agreement by the Company prior to shall not, and shall cause any transfer agent not to, give any effect in the date such Person became a Member and, without limiting the generality of the foregoing, specifically ratifies and approves all agreements and other instruments as may have been executed and delivered on behalf of the Company prior Company’s records to such date and which are in force and effect on such datepurported Transfer. (e) Each Transfer of all or a part of Membership Units (other than any Transfer of all or part of Membership Units or any interest therein upon foreclosure of a security interest created in such Membership Units) to a permitted Transferee shall entitle such Transferee to share in such Net Profits and Net Losses, to receive such distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar item to which the transferor was entitled, but only to the extent of the transferred Membership Units. Such Transfer shall also give a permitted Transferee the right to participate in the management of the Company through voting or otherwise and any other rights exercisable by a Member or, in the case of a Transfer by a Managing Member, such Managing Member, subject to the compliance of such Transferee with the provisions of paragraph (b) above and the admission of such Transferee as a Member. (f) Notwithstanding the above, a Managing Member may transfer up to twenty per cent (20%) of its initial Membership Units to one or more of its employees. Such Transfer shall entitle such Transferee to share in such Net Profits and Net Losses, to receive such distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar item to which the transferor was entitled, but only to the extent of the transferred Membership Units. Such Transfer shall not give such employee Transferee the right to participate in the management of the Company through voting or otherwise nor any other rights exercisable by a Member.

General Restrictions on Transfer. (a) No Transfer may be made by any Member of all or any part of its Membership Units Interest in the Company or Member loan except pursuant to the Unanimous Vote of the Members Committee, except that a Member may transfer its Membership Units or Member loan to an Affiliate without the written consent of all Managing Members. No Managing Member, without the prior written consent of each other Members so long as neither the Company nor Managing Member, shall permit to be made by any non-Transferring Member shall incur any additional liability as a result of such Transfer and the Transferring Member shall not be released from any liability or obligation under this Agreement or any Related Agreement. Notwithstanding the foregoing, any Member or Affiliate of a Member may pledge, hypothecate or xxxxx x Xxxx on any Member loan in connection with such Member's financing thereof. (b) Each time a Member proposes to transfer Transfer of all or any part of its Membership Units (such Affiliate's direct or as required by operation of law or other involuntary transfer to do so), indirect ownership interest in such Member shall first offer such Membership Units to the Company and the non-transferring Members in accordance with the following provisions:Member. 34 28 (i) Such Member shall deliver a written notice ("Option Notice") to the Company and the other Members stating such Member's bona fide intention to transfer such Membership Units, the Membership Units to be transferred, the purchase price and terms of payment for which the Member proposes to transfer such Membership Units and the name and address of the proposed transferee. (ii) Within thirty (30) days after receipt of the Option Notice, the Company shall have the right, but not the obligation, to elect to purchase all or any part of the Membership Units upon the price and terms of payment designated in the Option Notice. If the Option Notice provides for the payment of non-cash consideration, the Company may elect to pay the consideration in cash equal to the good faith estimate of the present fair market value of the non-cash consideration offered as determined by the Management Committee. If the Company exercises such right within such thirty (30) day period, the Management Committee shall give written notice of the fact to the transferring and non-transferring Members. (iii) If the Company fails to elect to purchase the entire Membership Units proposed to be transferred within the thirty (30) day period described in Section 10.01(b)(ii), the non-transferring Members shall have the right, but not the obligation, to elect to purchase any remaining share of such Membership Units upon the price and terms of payment designated in the Option Notice. If the Option Notice provides for the payment of non-cash consideration, such purchasing Members each may elect to pay the consideration in cash equal to the good faith estimate of the present fair market value of the non-cash consideration offered as determined by the Management Committee. Within sixty (60) days after receipt of the Option Notice, each non-transferring Member shall notify the Management Committee in writing of its desire to purchase a portion of the Membership Units proposed to be so transferred. The failure of any Member to submit a notice within the applicable period shall constitute an election on the part of that Member not to purchase any of the Membership Units which may be so transferred. Each Member so electing to purchase shall be entitled to purchase a portion of such Membership Units in the same proportion that the Units of such Member bears to the aggregate of the Units of all of the Members electing to so purchase the Membership Units being transferred. In the event any Member elects to purchase none or less than all of its pro rata share of such Membership Units, then the other Members can elect to purchase more than their pro rata share. (iv) If the Company and the other Members elect to purchase or obtain any or all of the Membership Units designated in the Option Notice, then the closing of such purchase shall occur within ninety (90) days after receipt of such notice and the transferring Member, the Company and/or the other Members shall execute such documents and instruments and make such deliveries as may be reasonably required to consummate such purchase. (v) If the Company and the other Members elect not to purchase or obtain, or default in their obligation to purchase or obtain, all of the Membership Units designated in the Option Notice, then the transferring Member may transfer the portion of the Membership Units described in the Option Notice not so purchased, to the proposed transferee, providing such transfer is completed within thirty (30) days after the expiration of the company's and the other Members' right to purchase such Membership Units, is made on terms no less favorable to the transferring Member than as designated in the Option Notice. If such Membership Units are not so transferred, the transferring Member must give notice in accordance with this Section prior to any other or subsequent transfer of such Membership Units. (cb) In the case of permitted Transferees, any Transferee of a Membership Units Interest (including an Affiliate of the transferor) shall be admitted as a Member only after such Transferee agrees to assume all obligations of the transferor hereunder and otherwise be bound by the provisions of this Agreement. (dc) Any Person that becomes a Member after the date hereof, by becoming a Member, accepts, ratifies and agrees to be bound by all actions duly taken pursuant to the terms and provisions of this Agreement by the Company prior to the date such Person became a Member and, without limiting the generality of the foregoing, specifically ratifies and approves all agreements and other instruments as may have been executed and delivered on behalf of the Company prior to such date and which are in force and effect on such date. (ed) Each Transfer of all or a part of a Membership Units Interest (other than any Transfer of all or part of a Membership Units Interest or any interest therein upon foreclosure of a security interest created in such Membership UnitsInterest) to a permitted Transferee shall entitle such Transferee to share in such Net Profits and Net Losses, to receive such distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar item to which the transferor was entitled, but only to the extent of the transferred Membership UnitsInterest. Such Transfer shall also give a permitted Transferee the right to participate in the management of the Company through voting or otherwise and any other rights exercisable by a Member or, in the case of a Transfer by a Managing Member, such Managing Member, subject to the compliance of such Transferee with the provisions of paragraph (b) above and the admission of such Transferee as a Member. (f) Notwithstanding the above, a Managing Member may transfer up to twenty per cent (20%) of its initial Membership Units to one or more of its employees. Such Transfer shall entitle such Transferee to share in such Net Profits and Net Losses, to receive such distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar item to which the transferor was entitled, but only to the extent of the transferred Membership Units. Such Transfer shall not give such employee Transferee the right to participate in the management of the Company through voting or otherwise nor any other rights exercisable by a Member.

General Restrictions on Transfer. (a) No Transfer may be made Subject to Applicable Law, Ordinary Shares are not Transferable by any Member of all or any part of its Membership Units in the Company or Member loan except pursuant to the Unanimous Vote of the Members Committee, except that a Member may transfer its Membership Units or Member loan to an Affiliate holders thereof without the consent of the other Members so long as neither Shareholders, unless (i) at the Company nor any non-Transferring Member shall incur any additional liability time of and as a result condition to any such Transfer, the transferee agrees to comply with the restrictions and obligations set forth in this Agreement as if it were the transferor by executing an Adherence Agreement and (ii) prior to the consummation of an IPO, Freeport complies with Clause 11.2 with respect to any Transfer by Freeport to a Person other than (A) a Qualifying Mining Company or (B) any of Freeport’s Affiliates; (iii) prior to the consummation of an IPO, Inalum Group complies with Clause 11.2 with respect to any Transfer by Inalum Group to a Person other than any of Inalum Group’s Affiliates. The provisions of Clause 11.2 shall terminate upon the consummation of an IPO and thereafter the Parties shall be free to Transfer their Ordinary Shares, subject to clause (i) of the preceding sentence to the extent the transferee of such Transfer and Ordinary Shares shall be assigned any rights of the Transferring Member shall not be released from any liability or obligation under this Agreement or any Related Agreement. Notwithstanding the foregoing, any Member or Affiliate of a Member may pledge, hypothecate or xxxxx x Xxxx on any Member loan in connection with such Member's financing thereoftransferring Party hereunder. (b) Each time Notwithstanding any other provision of this Agreement, the Company must not register a Member proposes Transfer of Ordinary Shares to transfer all or any part of person who is not a Party (each such person, an “Incoming Shareholder”) in its Membership Units (or as required by operation of law or other involuntary transfer to do so)shareholders register, such Member shall first offer such Membership Units unless and until that person executes and delivers to the Company and the non-transferring Members in accordance with the following provisions: (i) Such Member shall deliver a written notice ("Option Notice") to the Company and the other Members stating such Member's bona fide intention to transfer such Membership Units, the Membership Units to be transferred, the purchase price and terms of payment for which the Member proposes to transfer such Membership Units and the name and address of the proposed transferee. (ii) Within thirty (30) days after receipt of the Option Notice, the Company shall have the right, but not the obligation, to elect to purchase all or any part of the Membership Units upon the price and terms of payment designated in the Option Notice. If the Option Notice provides for the payment of non-cash consideration, the Company may elect to pay the consideration in cash equal to the good faith estimate of the present fair market value of the non-cash consideration offered as determined by the Management Committee. If the Company exercises such right within such thirty (30) day period, the Management Committee shall give written notice of the fact to the transferring and non-transferring Members. (iii) If the Company fails to elect to purchase the entire Membership Units proposed to be transferred within the thirty (30) day period described in Section 10.01(b)(ii), the non-transferring Members shall have the right, but not the obligation, to elect to purchase any remaining share of such Membership Units upon the price and terms of payment designated in the Option Notice. If the Option Notice provides for the payment of non-cash consideration, such purchasing Members each may elect to pay the consideration in cash equal to the good faith estimate of the present fair market value of the non-cash consideration offered as determined by the Management Committee. Within sixty (60) days after receipt of the Option Notice, each non-transferring Member shall notify the Management Committee in writing of its desire to purchase a portion of the Membership Units proposed to be so transferred. The failure of any Member to submit a notice within the applicable period shall constitute an election on the part of that Member not to purchase any of the Membership Units which may be so transferred. Each Member so electing to purchase shall be entitled to purchase a portion of such Membership Units in the same proportion that the Units of such Member bears to the aggregate of the Units of all of the Members electing to so purchase the Membership Units being transferred. In the event any Member elects to purchase none or less than all of its pro rata share of such Membership Units, then the other Members can elect to purchase more than their pro rata share. (iv) If the Company and the other Members elect to purchase or obtain any or all of the Membership Units designated in the Option Notice, then the closing of such purchase shall occur within ninety (90) days after receipt of such notice and the transferring Member, the Company and/or the other Members shall execute such documents and instruments and make such deliveries as may be reasonably required to consummate such purchase. (v) If the Company and the other Members elect not to purchase or obtain, or default in their obligation to purchase or obtain, all of the Membership Units designated in the Option Notice, then the transferring Member may transfer the portion of the Membership Units described in the Option Notice not so purchased, to the proposed transferee, providing such transfer is completed within thirty (30) days after the expiration of the company's and the other Members' right to purchase such Membership Units, is made on terms no less favorable to the transferring Member than as designated in the Option Notice. If such Membership Units are not so transferred, the transferring Member must give notice in accordance with this Section prior to any other or subsequent transfer of such Membership UnitsAdherence Agreement. (c) In The Parties acknowledge and agree that, upon the case delivery to the Company of permitted Transfereesan Adherence Agreement executed by the Incoming Shareholder, any Transferee of a Membership Units (including an Affiliate of the transferor) Incoming Shareholder shall be admitted deemed to be a party to and to be bound by this Agreement as a Member only after such Transferee agrees Shareholder, and shall accordingly (without prejudice to assume all obligations any antecedent liabilities of the transferor hereunder of the Ordinary Shares acquired by the Incoming Shareholder (if applicable)) be entitled to all rights available to, and otherwise be bound by all obligations applicable to, a holder of the provisions class of shares in the Company acquired by the Incoming Shareholder and shall be otherwise bound by and entitled to the benefit of this Agreement. (d) Any Person that becomes a Member after the date hereof, accepts, ratifies and agrees attempt to be bound by all actions duly taken pursuant to the terms and provisions of Transfer any Ordinary Shares not in compliance with this Agreement by shall be null and void ab initio, and the Company prior to shall not, and shall cause any transfer agent not to, give any effect in the date such Person became a Member and, without limiting the generality of the foregoing, specifically ratifies and approves all agreements and other instruments as may have been executed and delivered on behalf of the Company prior Company’s stock records to such date and which are in force and effect on such dateattempted Transfer. (e) Each Transfer of all or a part of Membership Units (other than any Transfer of all or part of Membership Units or any interest therein upon foreclosure of a security interest created in such Membership Units) to a permitted Transferee shall entitle such Transferee to share in such Net Profits and Net Losses, to receive such distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar item to which the transferor was entitled, but only to the extent of the transferred Membership Units. Such Transfer shall also give a permitted Transferee the right to participate in the management of the Company through voting or otherwise and any other rights exercisable by a Member or, in the case of a Transfer by a Managing Member, such Managing Member, subject to the compliance of such Transferee with the provisions of paragraph (b) above and the admission of such Transferee as a Member. (f) Notwithstanding the above, a Managing Member may transfer up to twenty per cent (20%) of its initial Membership Units to one or more of its employees. Such Transfer shall entitle such Transferee to share in such Net Profits and Net Losses, to receive such distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar item to which the transferor was entitled, but only to the extent of the transferred Membership Units. Such Transfer shall not give such employee Transferee the right to participate in the management of the Company through voting or otherwise nor any other rights exercisable by a Member.

General Restrictions on Transfer. (a) No Except as permitted pursuant to Section 8.02 or in accordance with the procedures set forth in Section 8.03, no Member shall Transfer may be made by any Member of all or any part portion of its Membership Units Interest in the Company or Company. No Transfer of Membership Interests to a Person not already a Member loan except pursuant to the Unanimous Vote of the Members Committee, except that Company shall be deemed completed until the prospective Transferee is admitted as a Member may transfer its Membership Units or Member loan to an Affiliate without the consent of the other Members so long as neither the Company nor any non-Transferring Member shall incur any additional liability as a result of such Transfer and the Transferring Member shall not be released from any liability or obligation under this Agreement or any Related Agreement. Notwithstanding the foregoing, any Member or Affiliate of a Member may pledge, hypothecate or xxxxx x Xxxx on any Member loan in connection accordance with such Member's financing thereofSection 4.01(b) hereof. (b) Each time a Notwithstanding any other provision of this Agreement (including Section 8.02), each Member proposes to transfer agrees that it will not Transfer all or any part portion of its Membership Units (Interest in the Company, and the Company agrees that it shall not issue any Membership Interests, except as permitted under the Securities Act and other applicable federal or as required by operation state securities or blue sky laws, and then, with respect to a Transfer of law or other involuntary transfer to do so)Membership Interests, such Member shall first offer such Membership Units only upon delivery to the Company of an opinion of counsel in form and the non-transferring Members in accordance with the following provisions: (i) Such Member shall deliver a written notice ("Option Notice") substance reasonably satisfactory to the Company and the other Members stating such Member's bona fide intention to transfer such Membership Units, the Membership Units to be transferred, the purchase price and terms of payment for which the Member proposes to transfer such Membership Units and the name and address of the proposed transferee. (ii) Within thirty (30) days after receipt of the Option Notice, the Company shall have the right, but not the obligation, to elect to purchase all or any part of the Membership Units upon the price and terms of payment designated in the Option Notice. If the Option Notice provides for the payment of non-cash consideration, the Company may elect to pay the consideration in cash equal to the good faith estimate of the present fair market value of the non-cash consideration offered as determined by the Management Committee. If the Company exercises effect that such right within such thirty (30) day period, the Management Committee shall give written notice of the fact to the transferring and non-transferring Members. (iii) If the Company fails to elect to purchase the entire Membership Units proposed to be transferred within the thirty (30) day period described in Section 10.01(b)(ii), the non-transferring Members shall have the right, but not the obligation, to elect to purchase any remaining share of such Membership Units upon the price and terms of payment designated in the Option Notice. If the Option Notice provides for the payment of non-cash consideration, such purchasing Members each may elect to pay the consideration in cash equal to the good faith estimate of the present fair market value of the non-cash consideration offered as determined by the Management Committee. Within sixty (60) days after receipt of the Option Notice, each non-transferring Member shall notify the Management Committee in writing of its desire to purchase a portion of the Membership Units proposed to be so transferred. The failure of any Member to submit a notice within the applicable period shall constitute an election on the part of that Member not to purchase any of the Membership Units which Transfer may be so transferred. Each Member so electing to purchase shall be entitled to purchase a portion of such Membership Units in effected without registration under the same proportion that the Units of such Member bears to the aggregate of the Units of all of the Members electing to so purchase the Membership Units being transferred. In the event any Member elects to purchase none or less than all of its pro rata share of such Membership Units, then the other Members can elect to purchase more than their pro rata share. (iv) If the Company and the other Members elect to purchase or obtain any or all of the Membership Units designated in the Option Notice, then the closing of such purchase shall occur within ninety (90) days after receipt of such notice and the transferring Member, the Company and/or the other Members shall execute such documents and instruments and make such deliveries as may be reasonably required to consummate such purchase. (v) If the Company and the other Members elect not to purchase or obtain, or default in their obligation to purchase or obtain, all of the Membership Units designated in the Option Notice, then the transferring Member may transfer the portion of the Membership Units described in the Option Notice not so purchased, to the proposed transferee, providing such transfer is completed within thirty (30) days after the expiration of the company's and the other Members' right to purchase such Membership Units, is made on terms no less favorable to the transferring Member than as designated in the Option Notice. If such Membership Units are not so transferred, the transferring Member must give notice in accordance with this Section prior to any other or subsequent transfer of such Membership UnitsSecurities Act. (c) In the case Any Transfer or attempted Transfer of permitted Transferees, any Transferee Membership Interest in violation of a Membership Units (including an Affiliate of the transferor) this Agreement shall be admitted void ab initio. 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 to be treated) as a Member only after the owner of such Transferee agrees to assume Membership Interest for all obligations of the transferor hereunder and otherwise be bound by the provisions purposes of this Agreement. (d) Any Person that becomes a Member after For the date hereofavoidance of doubt, accepts, ratifies and agrees to be bound by all actions duly taken pursuant to the terms and provisions of this Agreement by the Company prior to the date such Person became a Member and, without limiting the generality of the foregoing, specifically ratifies and approves all agreements and other instruments as may have been executed and delivered on behalf of the Company prior to such date and which are in force and effect on such date. (e) Each Transfer of all or a part of Membership Units (other than any Transfer of all a Membership Interest permitted by this Agreement shall be deemed a sale, transfer, assignment or part other disposal of Membership Units or any interest therein upon foreclosure of a security interest created in such Membership Units) Interest in its entirety as intended by the parties to a permitted Transferee shall entitle such Transferee to share in such Net Profits and Net Losses, to receive such distributionsTransfer, and to receive such allocations shall not be deemed a sale, transfer, assignment or other disposal of income, gain, loss, deduction or credit or similar item to which the transferor was entitled, but only to the extent any less than all of the transferred Membership Units. Such Transfer shall also give a permitted Transferee the right to participate rights and benefits described in the management definition of the Company through voting or term “Membership Interest,” unless otherwise and any other rights exercisable explicitly agreed to by a Member or, in the case of a Transfer by a Managing Member, parties to such Managing Member, subject to the compliance of such Transferee with the provisions of paragraph (b) above and the admission of such Transferee as a MemberTransfer. (f) Notwithstanding the above, a Managing Member may transfer up to twenty per cent (20%) of its initial Membership Units to one or more of its employees. Such Transfer shall entitle such Transferee to share in such Net Profits and Net Losses, to receive such distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar item to which the transferor was entitled, but only to the extent of the transferred Membership Units. Such Transfer shall not give such employee Transferee the right to participate in the management of the Company through voting or otherwise nor any other rights exercisable by a Member.

General Restrictions on Transfer. (a) No A Member may not Transfer may be made by any Member of all or any part portion of its Membership Units in the Company or Member loan except pursuant Equity Interests to the Unanimous Vote of the Members Committeeany Person; provided, except that a Member may transfer its Membership Units or Member loan to an Affiliate without the consent of the other Members so long as neither the Company nor any non-Transferring Member shall incur any additional liability as a result of such Transfer and the Transferring Member shall not be released from any liability or obligation under this Agreement Managers or any Related Agreement. Notwithstanding the foregoing, any Member or Affiliate of a Member may pledge, hypothecate or xxxxx x Xxxx on any Member loan in connection with such other Member's financing thereof. (b) Each time a Member proposes to transfer all or any part of its Membership Units (or as required by operation of law or other involuntary transfer to do so), such Member shall first offer such Membership Units to the Company and the non-transferring Members in accordance with the following provisions: (i) Such any Member may Transfer all or a portion of its Equity Interests to one or more of its Permitted Transferees; (ii) subject to compliance with the terms and conditions of Section 9.3, Section 9.5 and Section 9.6, any Member may Transfer all or a portion of its Equity Interests to any Person; (iii) SLH shall deliver a have the right to, at any time elect by delivery of written notice ("Option Notice") to the Company and the other Members stating Members, initiate, cause or effectuate a Sale of the Company in accordance with the provisions of Section 9.4 (any such Member's bona fide intention transaction, an “Approved Sale”), and, in the event that SLH elects to transfer such Membership Unitsinitiate, cause or effectuate an Approved Sale in accordance herewith, the Membership Units to be transferred, terms and conditions of Section 9.3 and Section 9.5 shall not apply with respect thereto; and (iv) the purchase price and terms of payment for which the Member proposes to transfer such Membership Units and the name and address of the proposed transfereeMembers may effect a Transfer in accordance with Section 3.2(f)(iii). (iib) Within thirty Any Transfer by a Member of its Equity Interests to a Transferee in accordance with this Agreement shall transfer to such Transferee all of such Member’s rights and obligations under this Agreement (30) days after receipt including its right to appoint Managers, if any, pursuant to Section 8.3(a)). The Transferee of a Member’s Equity Interests in the Company may be admitted to the Company as a Substituted Member upon the prior consent of the Option NoticeBoard of Managers. Unless a Transferee of a Member’s Equity Interests in the Company is admitted as a Substituted Member under this Section 9.2, it shall have none of the powers of a Member hereunder and shall have only such rights of an assignee under the Act as are consistent with this Agreement. No Transferee of a Member’s Equity Interests shall become a Substituted Member unless such Transfer shall be made in compliance with this Section 9.2 and Section 9.6. (c) Upon the Transfer of all the Equity Interests in the Company of a Member and effective upon the admission of its Transferee as a Substituted Member, the Transferor shall be deemed to have withdrawn from the Company as a Member. (d) Upon the death, disability, dissolution, resignation or withdrawal in contravention of Section 10.1, or the bankruptcy of a Member (the “Withdrawing Member”), the Company shall have the rightright to treat such Member’s successor(s)-in-interest as assignee(s) of such Member’s Equity Interests in the Company, but not the obligation, to elect to purchase all or any part with none of the Membership Units upon powers of a Member hereunder and with only such rights of an assignee under the price and terms Act as are consistent with this Agreement. For purposes of payment designated this Section 9.2(d), if a Withdrawing Member’s Equity Interests in the Option Notice. If the Option Notice provides Company are held by more than one Person (for the payment purposes of non-cash consideration, the Company may elect to pay the consideration in cash equal to the good faith estimate of the present fair market value of the non-cash consideration offered as determined by the Management Committee. If the Company exercises such right within such thirty this clause (30) day period, the Management Committee shall give written notice of the fact to the transferring and non-transferring Members. (iii) If the Company fails to elect to purchase the entire Membership Units proposed to be transferred within the thirty (30) day period described in Section 10.01(b)(iid), the non-transferring Members “Assignees”), the Assignees shall have appoint (by delivery of written notice to the right, but not the obligation, Company) one Person with full authority to elect accept notices and distributions with respect to purchase any remaining share of such Membership Units upon the price and terms of payment designated Equity Interests in the Option Notice. If the Option Notice provides for the payment of non-cash consideration, such purchasing Members each may elect to pay the consideration in cash equal to the good faith estimate Company on behalf of the present fair market value of the non-cash consideration offered as determined by the Management Committee. Within sixty (60) days after receipt of the Option Notice, each non-transferring Member shall notify the Management Committee Assignees and to bind them with respect to all matters in writing of its desire to purchase a portion of the Membership Units proposed to be so transferred. The failure of any Member to submit a notice within the applicable period shall constitute an election on the part of that Member not to purchase any of the Membership Units which may be so transferred. Each Member so electing to purchase shall be entitled to purchase a portion of such Membership Units in the same proportion that the Units of such Member bears to the aggregate of the Units of all of the Members electing to so purchase the Membership Units being transferred. In the event any Member elects to purchase none or less than all of its pro rata share of such Membership Units, then the other Members can elect to purchase more than their pro rata share. (iv) If connection with the Company and the other Members elect to purchase or obtain any or all of the Membership Units designated in the Option Notice, then the closing of such purchase shall occur within ninety (90) days after receipt of such notice and the transferring Member, the Company and/or the other Members shall execute such documents and instruments and make such deliveries as may be reasonably required to consummate such purchase. (v) If the Company and the other Members elect not to purchase or obtain, or default in their obligation to purchase or obtain, all of the Membership Units designated in the Option Notice, then the transferring Member may transfer the portion of the Membership Units described in the Option Notice not so purchased, to the proposed transferee, providing such transfer is completed within thirty (30) days after the expiration of the company's and the other Members' right to purchase such Membership Units, is made on terms no less favorable to the transferring Member than as designated in the Option Notice. If such Membership Units are not so transferred, the transferring Member must give notice in accordance with this Section prior to any other or subsequent transfer of such Membership Units. (c) In the case of permitted Transferees, any Transferee of a Membership Units (including an Affiliate of the transferor) shall be admitted as a Member only after such Transferee agrees to assume all obligations of the transferor hereunder and otherwise be bound by the provisions of this Agreement. (de) Any Person that becomes a Upon request of the Company, each Member after the date hereof, accepts, ratifies and agrees to be bound by all actions duly taken pursuant provide to the terms and provisions of this Agreement by the Company prior to the date information regarding its adjusted tax basis in its Equity Interests along with documentation substantiating such Person became a Member andamount, without limiting the generality of the foregoing, specifically ratifies and approves all agreements and other instruments as may have been executed and delivered on behalf of the Company prior to such date and which are in force and effect on such date. (e) Each Transfer of all or a part of Membership Units (other than any Transfer of all or part of Membership Units or any interest therein upon foreclosure of a security interest created in such Membership Units) to a permitted Transferee shall entitle such Transferee to share in such Net Profits and Net Losses, to receive such distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar item to which the transferor was entitled, but only to the extent of the transferred Membership Units. Such Transfer shall also give a permitted Transferee the right to participate in the management of the Company through voting or otherwise and any other rights exercisable by a Member orinformation, in documentations and certifications necessary for the case Company to comply with Section 743 of a Transfer by a Managing Member, such Managing Member, subject to the compliance of such Transferee with the provisions of paragraph (b) above Code and the admission of such Transferee as a MemberRegulations thereunder. (f) Notwithstanding the aboveThe Company shall reflect each Transfer and admission authorized under this Article 9 by preparing an amendment or an amendment and restatement, a Managing Member may transfer up to twenty per cent (20%) of its initial Membership Units to one or more of its employees. Such Transfer shall entitle such Transferee to share in such Net Profits and Net Lossesas applicable, to receive such distributionsthis Agreement, and to receive such allocations of income, gain, loss, deduction or credit or similar item to which the transferor was entitled, but only to the extent dated as of the transferred Membership Units. Such date of such Transfer, to reflect such Transfer shall not give such employee Transferee the right to participate in the management of the Company through voting or otherwise nor any other rights exercisable by a Memberadmission.

General Restrictions on Transfer. (a) No Notwithstanding anything to the contrary in this Agreement, no transferee of any Class A Membership Interest or Class B Preferred Membership Interest received pursuant to a Transfer shall become a Class A Member or Class B Preferred Member, as the case may be, in respect of or be made by deemed to have any Member of all or any part of its Membership Units ownership rights in the Class A Membership Interests or Class B Preferred Membership Interests, as the case may be, so Transferred unless the purported transferee is admitted as a Company Member in accordance with Section 11.04. (b) Following a Transfer of any Class A Membership Interest or Member loan except pursuant Class B Preferred Membership Interest, as the case may be, that is permitted under this Article XII, the transferee of such Class A Membership Interest or Class B Preferred Membership Interest, as the case may be, shall succeed, in whole or in part, to the Unanimous Vote of Capital Account associated with such Class A Membership Interest or Class B Preferred Membership Interest, as the Members Committeecase may be, except that a Member may transfer its Membership Units or Member loan to an Affiliate without the consent of the other Members so long as neither the Company nor any non-Transferring Member and shall incur any additional liability as a result receive allocations and Distributions hereunder, pro rata, in respect of such Transfer and Class A Membership Interest or Class B Preferred Membership Interest, as the Transferring Member shall not be released from any liability or obligation under this Agreement or any Related Agreementcase may be. Notwithstanding the foregoing, any Member or Affiliate of a Member may pledge, hypothecate or xxxxx x Xxxx on any Member loan in connection with such Member's financing thereof. (b) Each time a Member proposes to transfer all or any part of its Membership Units (or as required by operation of law or Net Income and Net Losses and other involuntary transfer to do so), such Member shall first offer such Membership Units to items will be allocated between the Company transferor and the non-transferring Members in accordance with the following provisions: (i) Such Member shall deliver a written notice ("Option Notice") transferee according to the Company and the other Members stating such Member's bona fide intention to transfer such Membership Units, the Membership Units to be transferred, the purchase price and terms of payment for which the Member proposes to transfer such Membership Units and the name and address Section 706 of the proposed transferee. (ii) Within thirty (30) days after receipt of the Option Notice, the Company shall have the right, but not the obligation, to elect to purchase all or any part of the Membership Units upon the price and terms of payment designated in the Option Notice. If the Option Notice provides for the payment of non-cash consideration, the Company may elect to pay the consideration in cash equal to the good faith estimate of the present fair market value of the non-cash consideration offered as determined by the Management Committee. If the Company exercises such right within such thirty (30) day period, the Management Committee shall give written notice of the fact to the transferring and non-transferring Members. (iii) If the Company fails to elect to purchase the entire Membership Units proposed to be transferred within the thirty (30) day period described in Section 10.01(b)(ii), the non-transferring Members shall have the right, but not the obligation, to elect to purchase any remaining share of such Membership Units upon the price and terms of payment designated in the Option Notice. If the Option Notice provides for the payment of non-cash consideration, such purchasing Members each may elect to pay the consideration in cash equal to the good faith estimate of the present fair market value of the non-cash consideration offered as determined by the Management Committee. Within sixty (60) days after receipt of the Option Notice, each non-transferring Member shall notify the Management Committee in writing of its desire to purchase a portion of the Membership Units proposed to be so transferred. The failure of any Member to submit a notice within the applicable period shall constitute an election on the part of that Member not to purchase any of the Membership Units which may be so transferred. Each Member so electing to purchase shall be entitled to purchase a portion of such Membership Units in the same proportion that the Units of such Member bears to the aggregate of the Units of all of the Members electing to so purchase the Membership Units being transferred. In the event any Member elects to purchase none or less than all of its pro rata share of such Membership Units, then the other Members can elect to purchase more than their pro rata share. (iv) If the Company and the other Members elect to purchase or obtain any or all of the Membership Units designated in the Option Notice, then the closing of such purchase shall occur within ninety (90) days after receipt of such notice and the transferring Member, the Company and/or the other Members shall execute such documents and instruments and make such deliveries as may be reasonably required to consummate such purchase. (v) If the Company and the other Members elect not to purchase or obtain, or default in their obligation to purchase or obtain, all of the Membership Units designated in the Option Notice, then the transferring Member may transfer the portion of the Membership Units described in the Option Notice not so purchased, to the proposed transferee, providing such transfer is completed within thirty (30) days after the expiration of the company's and the other Members' right to purchase such Membership Units, is made on terms no less favorable to the transferring Member than as designated in the Option Notice. If such Membership Units are not so transferred, the transferring Member must give notice in accordance with this Section prior to any other or subsequent transfer of such Membership UnitsCode. (c) In Any Company Member who Transfers all of its Class A Membership Interests or Class B Preferred Membership Interests, as the case of permitted Transfereesmay be: (i) shall cease to be a Company Member upon such Transfer, and (ii) shall no longer possess or have the power to exercise any Transferee rights or powers of a Membership Units (including an Affiliate of the transferor) shall be admitted Class A Member or Class B Preferred Member, as a Member only after such Transferee agrees to assume all obligations of the transferor hereunder and otherwise be bound by the provisions of this Agreement. (d) Any Person that becomes a Member after the date hereof, accepts, ratifies and agrees to be bound by all actions duly taken pursuant to the terms and provisions of this Agreement by the Company prior to the date such Person became a Member and, without limiting the generality of the foregoing, specifically ratifies and approves all agreements and other instruments as may have been executed and delivered on behalf of the Company prior to such date and which are in force and effect on such date. (e) Each Transfer of all or a part of Membership Units (other than any Transfer of all or part of Membership Units or any interest therein upon foreclosure of a security interest created in such Membership Units) to a permitted Transferee shall entitle such Transferee to share in such Net Profits and Net Losses, to receive such distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar item to which the transferor was entitled, but only to the extent of the transferred Membership Units. Such Transfer shall also give a permitted Transferee the right to participate in the management of the Company through voting or otherwise and any other rights exercisable by a Member or, in the case of a Transfer by a Managing Member, such Managing Member, subject to the compliance of such Transferee with the provisions of paragraph (b) above and the admission of such Transferee as a Membermay be. (f) Notwithstanding the above, a Managing Member may transfer up to twenty per cent (20%) of its initial Membership Units to one or more of its employees. Such Transfer shall entitle such Transferee to share in such Net Profits and Net Losses, to receive such distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar item to which the transferor was entitled, but only to the extent of the transferred Membership Units. Such Transfer shall not give such employee Transferee the right to participate in the management of the Company through voting or otherwise nor any other rights exercisable by a Member.

General Restrictions on Transfer. (a) No Transfer may be made by any Except as otherwise provided in this Agreement, no Member of all or any part of its Membership Units in the Company or Member loan except pursuant to the Unanimous Vote of the Members Committee, except that a Member may transfer its Membership Units or Member loan to an Affiliate without the consent of the other Members so long as neither the Company nor any non-Transferring Member shall incur any additional liability as a result of such Transfer and the Transferring Member shall not be released from any liability or obligation under this Agreement or any Related Agreement. Notwithstanding the foregoing, any Member or Affiliate of a Member may pledge, hypothecate or xxxxx x Xxxx on any Member loan in connection with such Member's financing thereof. (b) Each time a Member proposes to transfer all or any part of its Membership Units (or as required by operation of law or other involuntary transfer to do so), such Member shall first offer such Membership Units to the Company and the non-transferring Members in accordance with the following provisions:may (i) Such Member shall deliver a written notice ("Option Notice") to the Company and the other Members stating such Member's bona fide intention to transfer such Membership Units, the Membership Units to be transferred, the purchase price and terms of payment for which the Member proposes to transfer such Membership Units and the name and address of the proposed transferee. (ii) Within thirty (30) days after receipt of the Option Notice, the Company shall have the right, but not the obligation, to elect to purchase Transfer all or any part of the Membership Units upon held by it, or any interest therein, to any Person, or (ii) hypothecate, pledge, grant any option to purchase or security interest in, place in trust, or create or suffer to exist any Lien on, all or any part of the price Units held by it, or any interest therein, in each case unless such Member has complied with the provisions of Section 9.02 below and terms the Board of payment designated Managers has consented to such Transfer in writing, which consent shall not be unreasonably withheld or delayed. Any Transfer or attempted Transfer or action or attempted action described in clause (ii) of the Option Notice. If foregoing sentence, in each case in contravention of the Option Notice provides for foregoing sentence or any other provision of this Agreement, shall be null and void ab initio and ineffective to transfer any Unit, or any interest therein, and shall not bind, or be recognized by, or on the payment of non-cash considerationbooks of, the Company may elect Company, and any Transferee in such transaction shall not be or be treated as or deemed to pay be a Member (or an assignee within the consideration in cash equal to the good faith estimate meaning of Section 18-702 of the present fair market value of the non-cash consideration offered as determined by the Management Committee. If the Company exercises such right within such thirty (30Act) day period, the Management Committee shall give written notice of the fact to the transferring and non-transferring Membersfor any purpose. (iiib) If The Company shall not be required to recognize any Transfer of Units until the instrument conveying such Units, in form and substance reasonably satisfactory to the Company, has been delivered to the Company fails to elect to purchase at its principal office for recordation on the entire Membership Units proposed to be transferred within the thirty (30) day period described in Section 10.01(b)(ii), the non-transferring Members shall have the right, but not the obligation, to elect to purchase any remaining share of such Membership Units upon the price and terms of payment designated in the Option Notice. If the Option Notice provides for the payment of non-cash consideration, such purchasing Members each may elect to pay the consideration in cash equal to the good faith estimate books of the present fair market value of the non-cash consideration offered as determined by the Management Committee. Within sixty (60) days after receipt of the Option Notice, each non-transferring Member shall notify the Management Committee in writing of its desire to purchase a portion of the Membership Units proposed to be so transferredCompany. The failure of any Member to submit a notice within the applicable period shall constitute an election on the part of that Member not to purchase any of the Membership Units which may be so transferred. Each Member so electing to purchase Company shall be entitled to purchase a portion 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 Membership Units owner until such time as the instrument conveying such Units, in the same proportion that the Units of such Member bears form and substance reasonably satisfactory to the aggregate of the Units of all of the Members electing to so purchase the Membership Units being transferred. In the event any Member elects to purchase none or less than all of its pro rata share of such Membership UnitsCompany, then the other Members can elect to purchase more than their pro rata share. (iv) If has been received and accepted by the Company and recorded on the other Members elect to purchase or obtain any or all books of the Membership Units designated in the Option Notice, then the closing of such purchase shall occur within ninety (90) days after receipt of such notice and the transferring Member, the Company and/or the other Members shall execute such documents and instruments and make such deliveries as may be reasonably required to consummate such purchase. (v) If the Company and the other Members elect not to purchase or obtain, or default in their obligation to purchase or obtain, all of the Membership Units designated in the Option Notice, then the transferring Member may transfer the portion of the Membership Units described in the Option Notice not so purchased, to the proposed transferee, providing such transfer is completed within thirty (30) days after the expiration of the company's and the other Members' right to purchase such Membership Units, is made on terms no less favorable to the transferring Member than as designated in the Option Notice. If such Membership Units are not so transferred, the transferring Member must give notice in accordance with this Section prior to any other or subsequent transfer of such Membership UnitsCompany. (c) In the case of permitted Transferees, any Transferee of a Membership Units (including an Affiliate of the transferor) shall be admitted as a Member only after such Transferee agrees to assume all obligations of the transferor hereunder and otherwise be bound by the provisions of this Agreement. (d) Any Person that becomes a Member after the date hereof, accepts, ratifies and agrees to be bound by all actions duly taken pursuant to the terms and provisions of this Agreement by the Company prior to the date such Person became a Member and, without limiting the generality of the foregoing, specifically ratifies and approves all agreements and other instruments as may have been executed and delivered on behalf of the Company prior to such date and which are in force and effect on such date. (e) Each Transfer of all or a part of Membership Units (other than connection with any Transfer of all or part of Membership Units or by any interest therein upon foreclosure of a security interest created Member made in accordance with this Section 9.01, the Unit Register shall be amended to reflect such Membership Units) to a permitted Transferee shall entitle such Transferee to share in such Net Profits and Net LossesTransfer (and, to receive such distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar item to which the transferor was entitled, but only to the extent of the transferred Membership Units. Such Transfer shall also give a permitted Transferee the right to participate in the management of the Company through voting or otherwise and any other rights exercisable by a Member ornecessary, in the case of a Transfer by a Managing Member, such Managing Member, subject to the compliance of such Transferee with the provisions of paragraph (b) above and the admission of each additional Member (if any) to the Company), and any such Transferee as a Member. (f) Notwithstanding amendment may be effected by the above, a Managing Member may transfer up to twenty per cent (20%) Board of its initial Membership Units to Managers or any one or more of its employees. Such Transfer shall entitle such Transferee to share in such Net Profits and Net LossesOfficers without any vote, to receive such distributionsconsent, and to receive such allocations of income, gain, loss, deduction approval or credit or similar item to which the transferor was entitled, but only to the extent other action of the transferred Membership Units. Such Transfer shall not give such employee Transferee the right to participate in the management of the Company through voting or otherwise nor any other rights exercisable by a MemberMembers.