Common use of Limitations on Transfer Clause in Contracts

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will not, directly or indirectly, Transfer any shares of Common Stock or FS Warrants (collectively, the "Restricted Securities") unless such Transfer complies with the provisions hereof and (i) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws or (ii) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or "blue sky" laws. (b) During the Restricted Period, (i) each of the Non-BLUM Parties may not Transfer any Restricxxx Securities other than (x) pursuant to Sections 2.3, 2.4 or 2.5, (y) with respect to the FS Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) In the event of any purported Transfer by any of the Securityholders of any Restricted Securities in violation of the provisions of this Agreement, such purported Transfer will be void and of no effect and the Company will not give effect to such Transfer. (d) Each certificate representing Restricted Securities issued to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):

Limitations on Transfer. Subject to and except as provided in this Agreement and applicable Law, an Investor shall be permitted to Transfer from time to time any or all of the Series A Preferred Stock and Conversion Stock beneficially owned by it without the consent or approval of any Person. Each Stockholder hereby agrees that: (a) Each Securityholder hereby agrees no Transfer of Capital Stock shall occur in any manner that it will notviolates the provisions of the Certificate of Incorporation or Bylaws of the Company, directly this Agreement, or indirectlyany applicable Law, including federal or state securities Laws; (b) no Stockholder may Transfer any shares of Common Series A Preferred Stock or FS Warrants starting at the close of business on a date not more than fifteen (collectively, 15) days before the "Restricted Securities"date of the anticipated commencement of a bona fide roadshow for QPO (which date is notified by the Company in writing to the Stockholders before such date) unless such Transfer complies with and ending on the provisions hereof and earlier of (i) the initial settlement date of the QPO, (ii) twenty-one (21) days (or, if such roadshow includes in-person meetings in any jurisdiction outside the United States, thirty (30) days) after the first day of such roadshow and (iii) fifteen (15) days after such notification by the Company if the roadshow has not commenced by such date; provided, however, that, for so long as this Agreement remains in effect, the Company agrees not to terminate, amend or supplement (or agree to terminate, amend or terminate) any equivalent or substantially similar transfer restrictions in that certain Note Exchange Agreement dated April 15, 2016 among the Company and the other parties there in any way that is substantially more favorable to the Person(s) subject thereto than as set forth herein unless and until the Company terminates, amends or supplements the restrictions set forth in this Section 2.1(b). (c) during the period commencing on the effective time of a Public Offering and continuing until the earlier of (i) three hundred sixty-six (366) days from the effective time of such Public Offering and (ii) the date on which the shares of Series A Preferred Stock are converted into shares of Common Stock, each Stockholder agrees that it shall not enter into a transaction which would have the same effect, or enter into any swap, hedge or other similar arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities (but, for the avoidance of doubt, not the direct ownership of the shares of Series A Preferred Stock), whether any such aforementioned transaction or arrangement is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such swap, hedge or other similar arrangement; (d) no Stockholder may Transfer any shares of Series A Preferred Stock to any Person (any such Person, a “Restricted Transferee”) that is (A) a Competitor of the Company as determined by the Board in its good faith reasonable discretion, (B) listed on Schedule 2.1(d), (C) that is a target of any economic sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“Sanctions Target”), or (D) named on (x) a list promulgated by the United Nations Security Council or its committees pursuant to resolutions issued under Chapter VII of the United Nations Charter or (y) the World Bank Listing of Ineligible Firms; provided, however, that notwithstanding the foregoing, a Stockholder may at any time deliver to the Company’s General Counsel (with copies to the Company’s Chief Financial Officer, Treasurer and Corporate Secretary) a written list of potential transferees (including, for the avoidance of doubt, any potential Transferee the name of which is on any of the foregoing lists), and, if the Company does not indicate in writing within ten (10) Business Days after the submission of such list whether it considers, in the good faith reasonable judgment of the Board, all or any of such potential Transferees to be Restricted Transferee(s), then any such potential Transferee that has not been timely indicated by the Company to be a Restricted Transferee shall not be considered a Restricted Transferee and the Stockholder shall be permitted to Transfer to such Person pursuant to the terms of this Article II after the expiration of such ten (10) day period; and (e) no Stockholder may Transfer any shares of Series A Preferred Stock to any: (i) Person or member of such Person’s family (as the term “family” is defined in 34 C.F.R. Section 668.174(c)(4)), that alone or together, (i) exercises or exercised Substantial Control (as the term “substantial control” is defined in 34 C.F.R. § 668.174(c)(3)) over another educational institution or third-party servicer (as that term is defined in 34 C.F.R. Section 668.2) that owes a liability for a violation of a Title IV Program requirement or (ii) owes a liability for a Title IV Program violation; (ii) Person that has pled guilty to, pled nolo contendere, or been found guilty of, a crime involving the acquisition, use or expenditure of funds under the Title IV Programs or been judicially determined to have committed fraud involving funds under the Title IV Programs or has been administratively or judicially determined to have committed fraud or any other material violation of Law involving funds of any Governmental Authority or Educational Agency; or (iii) Person that has filed for relief in bankruptcy or had entered against it an order for relief in bankruptcy, or to the knowledge of such Person, has a Subsidiary that has filed for relief in bankruptcy or had entered against it an order for relief in bankruptcy. (f) Notwithstanding anything in this Agreement or any other Transaction Documents to the contrary, starting immediately after the pricing of a Public Offering and continuing until the earlier of (x) the date on which the Initial Follow-On Public Offering is consummated pursuant to the Certificate of Designations and the Registration Rights Agreement or (y) if then converted, the date which is 120 days (or if a registration is suspended, postponed or otherwise not available pursuant to the terms of the Registration Rights Agreement, then an additional number of days equal to the length of such suspension, postponement or lack of availability) after the date on which an amount of Conversion Stock equal to or more than the Priority Amount has been registered pursuant to an effective registration statement in accordance with the terms of the Registration Rights Agreement, or if earlier, the date on which at least the Priority Amount under the Securities Act and such registration statement has been registered under all applicable state securities sold, neither Wengen nor Xxxxxxx X. Xxxxxx shall offer, sell or "blue sky" laws otherwise Transfer, or (ii) agree to offer, sell or otherwise Transfer, either directly or indirectly, any of such Securityholder shall have furnished Person’s Equity Securities in the Company with a written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or "blue sky" laws. (b) During the Restricted Period, (i) each of the Non-BLUM Parties may not Transfer any Restricxxx Securities other than (x) Company, including pursuant to Sections 2.3a Registration Statement or in a Public Offering; provided, 2.4 or 2.5however, (y) the foregoing restriction shall not apply with respect to the FS Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such TransferXxxxxx Excluded Securities. (c) In the event of any purported Transfer by any of the Securityholders of any Restricted Securities in violation of the provisions of this Agreement, such purported Transfer will be void and of no effect and the Company will not give effect to such Transfer. (d) Each certificate representing Restricted Securities issued to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will not, directly or indirectly, Transfer any shares of Common Stock or FS Warrants (collectively, the "Restricted Securities") unless such Transfer complies with the provisions --------------------- hereof and (i) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws or (ii) (A) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and (B) the Company shall be reasonably satisfied that no such registration is required because of the availability of exemptions from registration under all applicable state securities or "blue sky" laws. (b) During the Restricted Period, (i) each of the Non-BLUM XXXX Parties may not Transfer any Restricxxx Restricted Securities other than (x) pursuant to Sections 2.3, 2.4 or 2.5, and (y) with respect to the FS Parties, the DLJ Parties and the Other Non-Non- Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM XXXX and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) In the event of any purported Transfer by any of the Securityholders of any Restricted Securities in violation of the provisions of this Agreement, such purported Transfer will be void and of no effect and the Company will not give effect to such Transfer. (d) Each certificate representing Restricted Securities issued to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):): ------ "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SECURITYHOLDERS' AGREEMENT AMONG CBRE HOLDING, INC., RCBA STRATEGIC PARTNERS, L.P., FS EQUITY PARTNERS III, L.P., FS EQUITY PARTNERS INTERNATIONAL, L.P., THE XXXX HOLDING COMPANY, XXXXXXXX X. XXXXX, DLJ INVESTMENT FUNDING, INC., CERTAIN MANAGEMENT INVESTORS AND CB XXXXXXX XXXXX SERVICES, INC., A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS' AGREEMENT. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH SECURITYHOLDERS' AGREEMENT." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE." The Legend will be removed by the Company by the delivery of substitute certificates without such Legend in the event of (i) a Transfer permitted by this Agreement in which the Permitted Transferee is not required to enter into an Assumption Agreement or (ii) the termination of Article II pursuant to the terms hereof; provided, however, that -------- ------- the second paragraph of the Legend will only be removed if at such time it is no longer required for purposes of applicable securities laws and, if requested by the Company, the Company receives an opinion to such effect of counsel to the applicable Securityholder in form and substance reasonably satisfactory to the Company.

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will notDuring the six (6) month period following the date of the Closing (the “Initial Holding Period”), directly or indirectly, none of the members of the Sponsor Shareholder Group shall Transfer any shares of Common Stock or FS Warrants (collectively, the "Restricted Securities") its Company Shares unless such Transfer complies is (i) pursuant to or in connection with a Recommended Transaction or (ii) approved by the Board. (b) After the Initial Holding Period, for so long as the members of the Sponsor Shareholder Group beneficially own more than five percent (5%) of the Company Shares then issued and outstanding, no Sponsor Shareholder shall Transfer any of its Company Shares unless: (i) such Transfer is in compliance with the provisions hereof Securities Act and any other applicable securities or “blue sky” Laws; and (iii) any of the following conditions is satisfied in connection with such Transfer: (A) to the knowledge of such Sponsor Shareholder, the Transferee of such Company Shares (whether a Person or a “group”, as defined under the Exchange Act) would not, after completion of such Transfer, beneficially own more than ten percent (10%) of the Company Shares then issued and outstanding or, if such Transferee is, to the knowledge of such Sponsor Shareholder, a Passive Institutional Investor, fifteen percent (15%) of the Company Shares then issued and outstanding; (B) such Transfer is pursuant to, or in connection with, a Recommended Transaction; (C) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws or Underwritten Offering; or (iiD) such Securityholder shall have furnished Transfer is approved by the Company with a written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or "blue sky" lawsBoard. (bc) During the Restricted Period,For purposes of: (i) each the foregoing clauses (a)(ii) and (b)(ii)(D), the Board shall act by a majority of the Non-BLUM Parties may not Transfer any Restricxxx Securities members of the Board other than (x) pursuant to Sections 2.3, 2.4 or 2.5, (y) with respect to the FS Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company)Designated Sponsor Directors; and (ii) BLUM the foregoing clause (b)(ii)(A), “knowledge” means the actual knowledge of the relevant Sponsor Shareholder, after review of the SEC’s XXXXX system with respect to the Transferee if the identity of the Transferee is known and its Affiliates will not Transfer any Restricted Securities (i) in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior no event shall (A) the knowledge of such Sponsor Shareholder’s broker be imputed to such TransferSponsor Shareholder and (B) such Sponsor Shareholder have any obligation to make inquiry or investigation as to the identity of the Transferee and (ii) if such Sponsor Shareholder has actual knowledge of the identity of the Transferee, such Sponsor Shareholder shall be entitled to rely on information available on the SEC’s XXXXX system as to such Transferee’s beneficial ownership of Company Shares. (cd) In Notwithstanding anything to the event contrary in this Section 3.01, from and after the expiration of the Initial Holding Period, the first Transfer of Company Shares made by any purported Sponsor Shareholder shall be pursuant to a Qualified Public Offering unless (i) a Qualified Public Offering of Company Shares has been completed prior thereto or (ii) the definitions of “Change of Control”, “Change of Control Event” and “TCIL Change of Control” under each of the debt agreements of Triton or any of its subsidiaries existing on the date hereof have been amended such that a Transfer by any of the Securityholders Permitted Holders (as defined in such agreements), in and of itself, would not trigger a “Change of Control”, “Change of Control Event” or “TCIL Change of Control” (as defined in such agreements), or all such debt agreements have been terminated and have not been replaced with new debt agreements that contain similar change of control provisions that would be triggered by a transfer by any Restricted Securities in violation of the Permitted Holders. (e) Notwithstanding anything to the contrary in this Section 3.01, the Company shall use its reasonable best efforts to effect a Qualified Public Offering on or prior to the expiration of the Initial Holding Period (it being understood that the size and manner of distribution of such Qualified Public Offering shall be at the Company’s discretion) unless the definitions of “Change of Control”, “Change of Control Event” and “TCIL Change of Control” under each of the debt agreements of Triton or any of its subsidiaries existing on the date hereof have been amended such that any Transfer of Company Shares by ICIL Triton Holdings, L.P. or any of its Affiliates, in and of itself, to Tulip Growth PCC Limited or any of its Affiliates would not trigger a “Change of Control”, “Change of Control Event” or “TCIL Change of Control” (as defined in such agreements), or all such debt agreements have been terminated and have not been replaced with new debt agreements that contain similar change of control provisions of this Agreement, that would be triggered by any such transfer. (f) Any purported Transfer will of Company Shares by a Sponsor Shareholder other than in accordance with this Section 3.01 shall be void null and of no effect void, and the Company will shall refuse to recognize any such Transfer for any purpose and shall not, and shall cause the Company’s transfer agent not give effect to, reflect in its records any change in record ownership of Company Shares pursuant to any such Transfer. (d) Each certificate representing Restricted Securities issued to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):

Limitations on Transfer. Each Supporting Third Party hereby agrees not to (a) Each Securityholder hereby agrees that it will notsell, transfer, assign, pledge, or otherwise dispose, directly or indirectlyindirectly their right, Transfer title or interest in respect of the Relevant Interests, in whole or in part, or any shares of Common Stock or FS Warrants interest therein (collectively, the "Restricted SecuritiesRelevant Claims"), or (b) grant any proxies, deposit any of its claims into a voting trust, or enter into a voting agreement with respect to any such Relevant Claim (clauses (a) and (b), collectively, a "Transfer") unless the recipient of such Transfer complies with the provisions hereof and Relevant Claim (ia "Transferee") agrees in writing (such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or writing, a "blue sky" laws or (ii) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or Transferee Acknowledgment"blue sky" laws. (b) During the Restricted Period, (i) each of the Non-BLUM Parties may not Transfer any Restricxxx Securities other than (x) pursuant to Sections 2.3, 2.4 or 2.5, (y) with respect to the FS Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. , to be bound by this Agreement in its entirety without revisions (cincluding with respect to any and all claims or interests it already may hold against or in PGS prior to such Transfer) and to be bound by that certain side letter dated the date hereof among the parties hereto. Upon the execution of the Transferee Acknowledgment, the Transferee shall be deemed to constitute a Supporting Noteholder, a Supporting TPrS, a Supporting Bank, or a Supporting Shareholder, as the case may be. Any Transfer that does not comply with this paragraph shall be void ab initio. In the event of any purported Transfer by any a Transfer, the transferor shall, within three business days, provide written notice of such transfer to PGS, together with a copy of the Securityholders Transferee Acknowledgment. No Supporting Bank, Supporting TPrS, Supporting Noteholder or Supporting Shareholder may create any subsidiary or affiliate for the sole purpose of acquiring any Restricted Securities Bank Facilities, Trust Preferred Securities, Notes, or Shares without first causing such subsidiary or affiliate to become a party hereto, and a party to that certain side letter referred to in violation of the provisions first sentence of this Agreementparagraph 6, such purported Transfer will be void and of no effect and the Company will not give effect to such Transfer. (d) Each certificate representing Restricted Securities issued to the Securityholders will bear as a legend on the face thereof substantially to the following effect (with such additions thereto Supporting Bank, Supporting TPrS, Supporting Noteholder or changes therein a Supporting Shareholder, as the Company case may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):be.

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will notUntil the sixth (6th) anniversary of the date hereof, directly or indirectly, no Management Stockholder may Transfer any shares of Common Stock its Company Shares held on the date hereof (excluding, for the avoidance of doubt, any Company Shares acquired pursuant to equity awards issued under the Company’s 2020 Omnibus Incentive Plan) (“Existing Shares”) or FS Warrants (collectivelysecurities of the Company or its Subsidiaries issued in respect of such Existing Shares, the "Restricted Securities") unless or in substitution for Existing Shares, in connection with any stock split, stock dividend or combination, or any reclassification, recapitalization, merger, consolidation, share exchange or other similar reorganization; provided, that such Transfer complies with the provisions hereof and prohibition shall not apply to Transfers (i) such Transfer to a Permitted Transferee that is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities being effected for bona fide estate planning or "blue sky" laws or similar purposes, (ii) made pursuant to applicable laws of descent or distribution or to such Securityholder shall have furnished Management Stockholder’s legal guardian in the case of mental incapacity, (iii) with the prior written consent of a majority of the members of the Compensation Committee of the Board, (iv) in connection with a merger of the Company or solely to tender into a tender or exchange offer commenced by a third party or by the Company; provided, that with respect to an unsolicited tender or exchange offer commenced by a written opinion of counsel in form and substance reasonably satisfactory third party, such Transfer shall be permitted only if the Board is affirmatively publicly recommending to the Company’s shareholders that such shareholders tender into such offer, (v) of vested Company Shares in a Public Sale (A) at such time as the Sponsors sell Company Shares in a Public Sale; provided however, that the Management Stockholder may only Transfer a number of vested Company Shares up to the effect number of Public Sale Eligible Shares, or (B) pursuant to the penultimate sentence of this Section 4.01(a), (vi) of vested Company Shares in a Public Sale or Private Sale following a Private Sale by the Sponsors up to the number of Private Sale Eligible Shares and (vii) to a bona fide charity or donor-advised fund organized under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended; provided that no such registration is required because Management Stockholder may make Transfers pursuant to this clause (vii) in a single calendar year in excess of the availability lesser of an exemption from registration under (A) $3,000,000 worth of Company Shares determined based on the Securities Act VWAP at the time of such Transfer and (B) ten percent (10%) of the Company Shares subject to the restrictions on Transfer set forth in this Section 3.01 held by such Management Stockholder at the beginning of the calendar year in which such Transfer takes place. If at the time of a Public Sale by the Sponsors, the Management Stockholder is not permitted to, or chooses not to Transfer all applicable state securities such Public Sale Eligible Shares and Private Sale Eligible Shares, the Management Stockholder shall retain the right to Transfer at a future date in a Public Sale, a number of vested Company Shares equal to the lesser of (x) the number of vested Company Shares then owned by the Management Stockholder as of such future date and (y) that portion of such Public Sale Eligible Shares and Private Sale Eligible Shares which the Management Stockholder was not permitted to Transfer, or "blue sky" lawschose not to Transfer in a prior Public Sale. For the avoidance of doubt, the number of Public Sale Eligible Shares and Private Sale Eligible Shares shall be cumulative and increase with each Public Sale or Private Sale by the Sponsors, but be reduced for the number of vested Company Shares Transferred by a Management Stockholder pursuant to Section 4.01(a)(iv) or Section 4.01(a)(v). (b) During the Restricted Period, (i) each of the Non-BLUM Parties may not Transfer any Restricxxx Securities other than (x) pursuant to Sections 2.3, 2.4 or 2.5, (y) with respect to the FS Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, The limitations on Transfers of Restricted Securities Company Shares set forth in this Article IV are in addition to any restrictions set forth in the Registration Rights Agreement, any “lock up” restrictions imposed by the underwriters in connection with Transfers of Notes any Public Offering, any other plan, program, contract, agreement or policy pursuant to which the same transferee (subject to such Persons executing Company Shares may be subject, and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transferrestrictions imposed by applicable law. (c) In the event of any Any purported Transfer by any of the Securityholders of any Restricted Securities Company Shares other than in violation of the provisions of accordance with this AgreementAgreement shall be null and void, such purported Transfer will be void and of no effect and the Company will shall refuse to recognize any such Transfer for any purpose and shall not, and shall cause any transfer agent not give effect to, reflect in its records any change in record ownership of Company Shares pursuant to any such Transfer. (d) Each certificate representing Restricted Securities issued Except as provided in the Registration Rights Agreement, any Stockholder that proposes to Transfer Company Shares in accordance with the Securityholders will bear a legend on terms and conditions hereof shall be responsible for any expenses incurred by the face thereof substantially to the following effect (Company in connection with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):Transfer.

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will Except (i) as provided in this Section 5.17, (ii) in connection with a Change of Control, (iii) following the eighteen (18) month anniversary of the Closing or (iv) with the consent of the Board (not to be unreasonably withheld), each Investor, shall not, directly or indirectly, Transfer offer, sell, contract to sell, grant any shares option to purchase, make any short sale, give, assign or otherwise dispose of Common Stock (whether by operation of law or FS Warrants otherwise) (collectively, the "Restricted Securities"each a “Transfer”) unless such Transfer complies with the provisions hereof and (i) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws or (ii) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because any of the availability of an exemption from registration under the Securities Act and all applicable state securities following (or "blue sky" laws. (b) During the Restricted Period, (i) each of the Non-BLUM Parties may not Transfer any Restricxxx Securities other than right, title or interest therein or thereto): (x) pursuant Common Stock issued upon conversion of the Preferred Shares (or the Series A Preferred Stock into which such Preferred Shares are converted) other than to Sections 2.3, 2.4 or 2.5their respective Related Investment Funds, (y) with respect prior to the FS Parties and seven (7) month anniversary of the Other Non-Management Parties onlyClosing, Transfers after Preferred Shares (or, in the applicable Permitted Third Party Transfer Date to Persons case of Series A-1 Preferred Shares, Series A Preferred Shares into which such Series A-1 Preferred Shares are converted) other than a Permitted Transferee to their respective Related Investment Funds or to another Investor or any of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and its Related Investment Funds or (z) with respect to following the DLJ Parties onlyseven (7) month anniversary of the Closing, Transfers Preferred Shares unless, in the case of Restricted Securities in connection with Transfers of Notes to the same transferee this clause (subject to such Persons executing and delivering Assumption Agreements to the Companyz); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior , after giving effect to such Transfer. (c) In , the event of any purported Transfer by any Investors and their respective Related Investment Funds continue to hold, in the aggregate, greater than 50% of the Securityholders Preferred Shares (or Conversion Shares). It shall be a condition precedent to any Transfer of Preferred Shares to any Restricted Securities Person that such Person shall agree in writing to be bound by the provisions of this Section 5.17. Any attempt to Transfer any Preferred Shares (or Conversion Shares) or any rights thereunder in violation of the provisions of this Agreement, such purported Transfer will preceding sentence shall be void deemed invalid and of shall have no effect and the Company will not give effect to such Transfer. (d) Each certificate representing Restricted Securities issued ab initio. Notwithstanding anything contained to the Securityholders will bear contrary in this Section 5.17, no indirect Transfer of Preferred Shares (or Conversion Shares) by any Person shall constitute a legend on the face thereof substantially to the following Transfer under this Section 5.17 if, after giving effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreementthereto, the "Legend"):applicable Preferred Shares (or Conversion Shares) remain owned by a Related Investment Fund of the underlying Investor.

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will notDuring the six (6) month period following the date of the Closing (the “Initial Holding Period”), directly or indirectly, none of the members of the Sponsor Shareholder Group shall Transfer any shares of Common Stock or FS Warrants (collectively, the "Restricted Securities") its Company Shares unless such Transfer complies is (i) pursuant to or in connection with a Recommended Transaction or (ii) approved by the Board. (b) After the Initial Holding Period, for so long as the members of the Sponsor Shareholder Group beneficially own more than five percent (5%) of the Company Shares then issued and outstanding, no Sponsor Shareholder shall Transfer any of its Company Shares unless: (i) such Transfer is in compliance with the provisions hereof Securities Act and any other applicable securities or “blue sky” Laws; and (iii) any of the following conditions is satisfied in connection with such Transfer: (A) to the knowledge of such Sponsor Shareholder, the Transferee of such Company Shares (whether a Person or a “group”, as defined under the Exchange Act) would not, after completion of such Transfer, beneficially own more than ten percent (10%) of the Company Shares then issued and outstanding or, if such Transferee is, to the knowledge of such Sponsor Shareholder, a Passive Institutional Investor, fifteen percent (15%) of the Company Shares then issued and outstanding; (B) such Transfer is pursuant to, or in connection with, a Recommended Transaction; (C) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws or Underwritten Offering; or (iiD) such Securityholder shall have furnished Transfer is approved by the Company with a written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or "blue sky" lawsBoard. (bc) During the Restricted Period,For purposes of: (i) each the foregoing clauses ‎(a)(ii) and ‎(b)(ii)(D), the Board shall act by a majority of the Non-BLUM Parties may not Transfer any Restricxxx Securities members of the Board other than (x) pursuant to Sections 2.3, 2.4 or 2.5, (y) with respect to the FS Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company)Designated Sponsor Directors; and (ii) BLUM the foregoing clause ‎(b)(ii)(A), “knowledge” means the actual knowledge of the relevant Sponsor Shareholder, after review of the SEC’s EXXXX system with respect to the Transferee if the identity of the Transferee is known and its Affiliates will not Transfer any Restricted Securities (i) in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior no event shall (A) the knowledge of such Sponsor Shareholder’s broker be imputed to such TransferSponsor Shareholder and (B) such Sponsor Shareholder have any obligation to make inquiry or investigation as to the identity of the Transferee and (ii) if such Sponsor Shareholder has actual knowledge of the identity of the Transferee, such Sponsor Shareholder shall be entitled to rely on information available on the SEC’s EXXXX system as to such Transferee’s beneficial ownership of Company Shares. (cd) In Notwithstanding anything to the event contrary in this ‎Section 3.01, from and after the expiration of the Initial Holding Period, the first Transfer of Company Shares made by any purported Sponsor Shareholder shall be pursuant to a Qualified Public Offering unless (i) a Qualified Public Offering of Company Shares has been completed prior thereto or (ii) the definitions of “Change of Control”, “Change of Control Event” and “TCIL Change of Control” under each of the debt agreements of Triton or any of its subsidiaries existing on the date hereof have been amended such that a Transfer by any of the Securityholders Permitted Holders (as defined in such agreements), in and of itself, would not trigger a “Change of Control”, “Change of Control Event” or “TCIL Change of Control” (as defined in such agreements), or all such debt agreements have been terminated and have not been replaced with new debt agreements that contain similar change of control provisions that would be triggered by a transfer by any Restricted Securities in violation of the Permitted Holders. (e) Notwithstanding anything to the contrary in this ‎Section 3.01, the Company shall use its reasonable best efforts to effect a Qualified Public Offering on or prior to the expiration of the Initial Holding Period (it being understood that the size and manner of distribution of such Qualified Public Offering shall be at the Company’s discretion) unless the definitions of “Change of Control”, “Change of Control Event” and “TCIL Change of Control” under each of the debt agreements of Triton or any of its subsidiaries existing on the date hereof have been amended such that any Transfer of Company Shares by ICIL Triton Holdings, L.P. or any of its Affiliates, in and of itself, to Tulip Growth PCC Limited or any of its Affiliates would not trigger a “Change of Control”, “Change of Control Event” or “TCIL Change of Control” (as defined in such agreements), or all such debt agreements have been terminated and have not been replaced with new debt agreements that contain similar change of control provisions of this Agreement, that would be triggered by any such transfer. (f) Any purported Transfer will of Company Shares by a Sponsor Shareholder other than in accordance with this ‎Section 3.01 shall be void null and of no effect void, and the Company will shall refuse to recognize any such Transfer for any purpose and shall not, and shall cause the Company’s transfer agent not give effect to, reflect in its records any change in record ownership of Company Shares pursuant to any such Transfer. (d) Each certificate representing Restricted Securities issued to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):

Limitations on Transfer. (a) Each Securityholder hereby Robexxx xxxeby covenants and agrees that it will not, directly without the prior written consent of the Company, contract to sell, sell or indirectlyotherwise transfer, Transfer loan, pledge or grant any shares of Common Stock rights, except a bona fide pledge to the company listed in Exhibit B, with respect to any Shares or FS Warrants (collectively, the "Restricted Securities") unless such Transfer complies with the provisions hereof and (i) such Transfer is any Conversion Shares acquired pursuant to an effective registration statement under this Agreement (or purchase or sell any derivative security that has a similar effect or enter into any contract that has a similar effect) during a period of twelve (12) months from the Securities Act Effective Date; provided, however, that Robexxx xxxll be permitted to tender and has been registered under all applicable state securities or "blue sky" laws or transfer any such shares (iia) to a subsidiary of Robexxx xxxtrolled by Robexxx, xx the condition that any such Securityholder subsidiary shall have furnished agree in writing to be bound by the Company terms of this Agreement, (b) to a tender offeror in connection with a written opinion of counsel in form and substance reasonably satisfactory tender offer by any person or entity to the Company to the effect that no such registration is required because acquire thirty-three percent (33%) or more of the availability of an exemption from registration under the Securities Act and all applicable state securities or "blue sky" lawsCompany's outstanding voting equity securities. (b) During Except as provided in Paragraph 4.4(a) above, Robexxx xxxll not transfer any Shares or Conversion Shares purchased pursuant to this Agreement, whether or not for consideration, to a third party, without complying with the Restricted Period,provisions of this Paragraph 4.4(b). The right of first refusal herein shall not be assignable by the Company except to any legal entity which directly or indirectly, within the meaning of the Securities Act, is controlled by or controls the Company. (i) each In the event Robexxx xxxires to transfer any Shares or Conversion Shares then held by it, Robexxx xxxll give written notice to the Secretary of the Non-BLUM Parties may not Company of such intent to transfer (the "Transfer any Restricxxx Securities other than Notice"). The Transfer Notice must name the proposed transferee (x) pursuant to Sections 2.3if a private transaction), 2.4 or 2.5the number of such shares involved in the proposed transfer, the proposed purchase price per share (y) with respect to the FS Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than if a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Companyprivate transaction), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing any other terms and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) In the event of any purported Transfer by any conditions of the Securityholders of any Restricted Securities in violation proposed transfer. Within five (5) business days after delivery of the provisions of this AgreementTransfer Notice, such purported Transfer will be void and of no effect and the Company will not give effect shall have the right to such Transfer. (d) Each certificate elect to purchase all or a part representing Restricted Securities issued to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):at least

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will not, directly or indirectly, Transfer any shares of Common Stock or FS Warrants (collectively, the "Restricted Securities") unless such Transfer complies with the provisions --------------------- hereof and (i) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws or (ii) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or "blue sky" laws. (b) During the Restricted Period, (i) each of the Non-BLUM XXXX Parties may not Transfer any Restricxxx Restricted Securities other than (x) pursuant to Sections 2.3, 2.4 or 2.5, (y) with respect to the FS Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM XXXX and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) In the event of any purported Transfer by any of the Securityholders of any Restricted Securities in violation of the provisions of this Agreement, such purported Transfer will be void and of no effect and the Company will not give effect to such Transfer. (d) Each certificate representing Restricted Securities issued to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):): ------ "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SECURITYHOLDERS' AGREEMENT AMONG XXXX XX HOLDING CORP., RCBA STRATEGIC PARTNERS, L.P., FS EQUITY PARTNERS III, L.P., FS EQUITY PARTNERS INTERNATIONAL, L.P., THE XXXX HOLDING COMPANY, XXXXXXXX X. XXXXX, DLJ INVESTMENT FUNDING, INC. AND CERTAIN MANAGEMENT INVESTORS, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS' AGREEMENT. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH SECURITYHOLDERS' AGREEMENT." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE." The Legend will be removed by the Company by the delivery of substitute certificates without such Legend in the event of (i) a Transfer permitted by this Agreement in which the Permitted Transferee is not required to enter into an Assumption Agreement or (ii) the termination of Article II pursuant to the terms hereof; provided, however, that the second paragraph of the Legend will -------- ------- only be removed if at such time it is no longer required for purposes of applicable securities laws and, if requested by the Company, the Company receives an opinion to such effect of counsel to the applicable Securityholder in form and substance reasonably satisfactory to the Company.

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will notBoard Member shall not sell, directly assign, hypothecate, donate, gift, subject to a security interest or indirectlyotherwise dispose of, Transfer transfer or encumber in any shares of Common Stock or FS Warrants (collectively, manner any interest in the "Restricted Securities") unless such Transfer complies Shares except in compliance with the provisions hereof herein and (i) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws laws (b) Subject to Section 2(c) below, at all times prior to the earlier of: (a) May 27, 2006, or (ii) such Securityholder the 2006 TVI Annual Directors’ Meeting, the Board Member shall have furnished not shall not, without the Company with a express prior written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because consent of the availability Company, directly or indirectly sell, offer, transfer, assign, pledge, hypothecate or otherwise dispose of, or subject to any lien, security interest or any other encumbrance or interest whatsoever in favor of an exemption from registration under the Securities Act and all applicable state securities any third party (hereinafter “sell” or "blue sky" laws. (b) During the Restricted Period, (i) each “transfer”), any of the Non-BLUM Parties may not Transfer Shares in any Restricxxx Securities manner whatsoever. The term “transfer” also includes any purported transfer, assignment, sale or other than (x) pursuant to Sections 2.3disposition by assignment or operation of law, 2.4 or 2.5, (y) with respect to the FS Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than as a Permitted Transferee result of the Securityholder making appointment of a trustee in bankruptcy for the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to Board Member, under any judgment or order, as the Company)result of the appointment of a receiver for the Board Member, and (z) with respect to or as a result of any assignment for the DLJ Parties only, Transfers benefit of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfercreditors. (c) In Notwithstanding the foregoing prohibition in Section 2(b), the Board Member shall be entitled at anytime to effect a Permitted Transfer. A “Permitted Transfer” shall be the transfer of any Shares to his spouse and any of their lineal descendants; provided, however, that any such transfer shall not be considered a “Permitted Transfer” unless and until the transferee shall execute a supplement to this Agreement to the effect that such person and any stock transferred to that person shall thereafter be subject to all or the terms and conditions of this Agreement. Also notwithstanding the foregoing, the Board Member shall be immediately released in full from the foregoing restriction in the event of any purported Transfer by any his death or disability. “Disability,” for purposes of this Agreement shall mean a physical or mental condition of the Securityholders Board Member resulting from a bodily injury, disease, or mental disorder which renders the Board Member incapable of performing the duties as a member of the Board of Directors in a competent and professional manner. In determining the nature and extent of a Board Member’s disability, the Company may select a physician to examine the Board Member and to advise the Company with respect to such disability. In any Restricted Securities event, the final determination of the existence, nature and extent of such disability shall be made by disinterested members of the Board of Directors of the Company, in the good faith exercise of their reasonable discretion. (d) No attempted transfer of the Shares in violation of this Agreement shall be made or recorded on the provisions books of this Agreementthe Company, and any such purported Transfer will attempted transfer shall be void and of no effect and ab initio. In order to effectuate this Agreement, each certificate of Stock representing the Company will not give effect to such Transfer. (d) Each certificate representing Restricted Securities issued to the Securityholders will Shares shall bear a legend on restricting transfer upon its face or back and appropriate “stop transfer” instructions will be lodged with the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):Company’s’ Transfer Agent.

Limitations on Transfer. (a) Each Securityholder hereby Notwithstanding any other provision of this Agreement, prior to the earlier to occur of (i) the date which is one year following the Effective Time and (ii) the date on which Nicoll is terminated by Instinet, other than in the case of a terminxxxxx by Instinet for Cause or a termination with the consent of at least two Island Stockholders then entitled to designate directors under Section 2.2(a)(i) (the period from the Effective Time to the earlier to occur of (i) and (ii), the "Initial Share Holding Period"), none of any Holder or Nicoll shall Transfer any Subject Shares or Datek Shares, and no Reuxxxx Xarty shall Transfer any shares of Common Stock, other than (v) in the case of Nicoll, in connection with estate and family planning so long as the xxxxxferee has executed a Joinder Agreement in which it agrees to be treated as Nicoll hereunder or by will or other instrument taking effect at deaxx xx by applicable laws of descent and distribution, (w) to any Reuters Party, any other Reuters Entity that has executed a Joinder Agreement in which it will notagrees to be treated as a Reuters Party hereunder, or Instinet, (x) in the case of a transfer by a Holder or any Reuters Party, to any Island Stockholder or (y) in the case of a Transfer by a Holder, to a Permitted Transferee of such Holder or (z) in the case of a Reuters Party, any pledge of any such securities or rights in connection with bona fide debt financings (other than Derivative Transactions) with a financial institution, provided that, in each case set forth in clauses (w), (x) or (y), no such Transfer shall be effected unless and until (I) in the case of a Transfer by a Island Stockholder, such Island Stockholder has complied with Section 2.2(h) to the extent such Transfer would affect such Island Stockholder's rights pursuant to Section 2.2 and (II) Instinet shall have been furnished with information reasonably satisfactory to it demonstrating that such Transfer is in compliance with the provisions hereof and any applicable securities laws and shall have acknowledged such compliance and, in each case set forth in clause (z), the interest of any such financial institution in such shares shall be subject to all of the restrictions set forth in this Agreement. (b) Following the expiration of the Initial Share Holding Period and until the date which is three years following the Effective Time, the Holders shall not Transfer any Subject Shares in a Market Transaction except in accordance with and subject to the volume limitations specified in Rule 144(e) promulgated under the Securities Act (or any successor paragraph or rule of similar effect), without regard to any time limitations contained in Rule 144(k) (or any successor paragraph or rule of similar effect), provided that for purposes of determining compliance with paragraph (e) of Rule 144, all Holders of Subject Shares shall be deemed to be acting in concert, for the purpose of selling shares of Common Stock, with all other Holders of Subject Shares. Notwithstanding the foregoing, the restrictions set forth in this Section 2.1(b) shall not apply to Transfers by Holders pursuant to an underwritten offering conducted in accordance with the Registration Rights Agreement. (i) No Holder may Transfer Subject Shares to a Permitted Transferee of such Holder unless such Permitted Transferee has duly executed a Joinder Agreement in which it agrees to be treated as a Holder (if not already a Holder party to this Agreement) and such transferring Holder has complied with Section 4.10. No Reuters Party may Transfer shares of Common Stock to another Reuters Entity unless such Reuters Entity has duly executed a Joinder Agreement in which it agrees to be treated as a Reuters Party (if not already a Reuters Party party to this Agreement) and such transferring Reuters Party has complied with Section 4.10. (ii) No Reuters Entity (in the case of Reuters Entities not wholly owned, directly or indirectly, by Reuters Parent, to the extent that Reuters Limited or Reuters Parent has the power to direct such Reuters Entity and such direction is consistent with any fiduciary obligations such Reuters Entity might have to third parties, it being understood that no Reuters Party shall act through or in concert with any such non-wholly owned Reuters Entity in any manner inconsistent with such Reuters Party's obligations hereunder) may acquire shares of Common Stock from any Person unless such Reuters Entity has duly executed a Joinder Agreement in which it agrees to be treated as a Reuters Party. (iii) No Reuters Party may Transfer shares of Common Stock to a transferee that, alone or together with its Affiliates and any "group" (as defined in the Exchange Act) of which such transferee or Affiliates is or are a member, acquires from Reuters Parties, in a transaction or a series of related transactions, a number of shares of Common Stock representing at least 10% of the aggregate number of shares of Common Stock then outstanding, other than in a Market Transaction or pursuant to the exercise by such Party of its registration rights under the Corporate Agreement or the Registration Rights Agreement, as applicable (excluding pre-arranged transactions in which the shares are "crossed", "directed" or otherwise caused to be sold to the particular transferee), unless in each case such transferee and any such Affiliates and members of such "group" agree in writing to be bound by such Reuters Party's obligations under Section 2.3(a) with respect to such transferred shares, to the same extent applicable to such Reuters Party. (iv) At any time when Reuters Entities own shares of Instinet's stock representing 20% or more of the Total Voting Power of Instinet, no Reuters Party may Transfer shares of Common Stock, in a transaction or a series of related transactions, to a transferee that, immediately after giving effect to such Transfer would, together with such transferees' Affiliates and any "group" (as defined in the Exchange Act) of which such transferee or Affiliates is or are a member, have beneficial ownership of Instinet's stock representing 35% or more of the Total Voting Power of Instinet, other than in a Market Transaction or pursuant to the exercise by such Party of its registration rights under the Corporate Agreement or the Registration Rights Agreement, as applicable (excluding pre-arranged transactions in which the shares are "crossed", "directed" or otherwise caused to be sold to the particular transferee), unless in each case such transferee and any such Affiliates and members of such "group" agree in writing to be bound by Section 2.4 to the same extent applicable to Reuters Limited (except that (A) the percentage of additional shares of Common Stock that may be acquired in reliance on clause (w) of Section 2.4(a) following the Transfer from such Reuters Party shall be equal to the greater of (i) 40% and (ii) that percentage of the Total Voting Power of Instinet beneficially owned by such transferee, its Affiliates and any such "group" immediately after giving effect to the Transfer from such Reuters Party and (B) references in Section 2.4 to Reuters Entities and Reuters Parent shall be deemed to refer to Persons having an analogous relationship with such transferee and members of any such group). Any such agreement by a transferee to be bound by Section 2.4 shall not affect the obligations of any other Person that otherwise remains subject to Section 2.4 in accordance with its terms. (d) The parties hereto hereby acknowledge and agree that Instinet may impose stop transfer instructions with respect to the shares of Common Stock subject to the restrictions contained in this Article II in order to implement the restrictions on Transfers contained herein. (i) Each certificate representing Subject Shares, Datek Shares and any shares of Common Stock held by any Reuters Party or FS Warrants (collectivelyby a Person who is required, the "Restricted Securities") unless such Transfer complies with the provisions hereof and (i) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities Section 2.1(c)(iii) or "blue sky" laws or (ii) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or "blue sky" laws. (b) During the Restricted Period, (i) each of the Non-BLUM Parties may not Transfer any Restricxxx Securities other than (x) pursuant to Sections 2.3, 2.4 or 2.5, (y) with respect to the FS Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company2.1(c)(iv), and (z) with respect to agree to be bound by the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) In the event of any purported Transfer by any of the Securityholders of any Restricted Securities in violation of the provisions portions of this AgreementAgreement specified in such Sections, such purported Transfer will be void and of no effect and the Company will not give effect to such Transfer. (d) Each certificate representing Restricted Securities issued to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company Instinet may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):): "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE STOCKHOLDERS AGREEMENT, DATED AS OF JUNE 9, 2002, AMONG INSTINET GROUP INCORPORATED, REUTERS LIMITED, REUTERS C CORP., REUTERS HOLDINGS SWITZERLAND SA AND THE OTHER STOCKHOLDERS PARTY THERETO, AS AMENDED AND SUPPLEMENTED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS THEREOF. THE STOCKHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, CERTAIN PROVISIONS RELATING TO THE VOTING AND TRANSFER OF THE SHARES SUBJECT TO THE AGREEMENT. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE, DIRECTLY OR INDIRECTLY, MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT APPLICABLE TO THE SHARES REPRESENTED BY THIS CERTIFICATE." (ii) Each Reuters Party and any Person who is required, pursuant to Section 2.1(c)(iii) or Section 2.1(c)(iv), to agree to be bound by the portions of this Agreement specified in such Sections will cause any applicable shares of Common Stock, and each Holder and Nicoll will cause any Datek Shares or shares of Common Xxxxx received by such Holder or Nicoll in respect of such Holder's or Nicoll's interest xx Xxtek, in each case held by such pxxxx xx the Effective Time or acquired by such party at any time thereafter to be delivered to Instinet for the purpose of applying the Legend. Instinet shall return to the delivering party, as promptly as possible, any shares so delivered. The delivery of such shares by the delivering party shall not in any way affect such party's rights with respect to such shares. (iii) The Legend will be promptly removed by (or at the direction of) Instinet, with respect to any certificate representing shares of Common Stock or Datek Shares, by the delivery of substitute certificates without such Legend (w) with respect to Subject Shares or any shares of Common Stock held by a Reuters Party or by a Person who is required, pursuant to Section 2.1(c)(iii) or Section 2.1(c)(iv), to agree to be bound by the portions of this Agreement specified in such Sections, in the event of a Transfer permitted by this Agreement and in which the transferee is not required to enter into a Joinder Agreement pursuant to the terms of this Agreement or otherwise agree in writing to be bound by certain provisions of this Agreement, (x) with respect to Subject Shares held by any Holder, following termination of this Agreement with respect to such Holder, (y) with respect to any Datek Shares, following termination of this Agreement with respect to all Subject Shares to which such Datek Shares relate or (z) with respect to Subject Shares held by Nicoll, following the expiration of the Initial Share Holding Period. (f) At least five days prior to any Transfer of shares of Common Stock during the Initial Share Holding Period, the transferring party shall give written notice of such Transfer to Instinet, the Holders and the Reuters Parties. Each such notice required by this paragraph shall describe the manner of the proposed Transfer and the number and nature of the securities involved. (g) Any Transfer or successive Transfer of capital stock of Datek (other than Datek Stock) by an Island Stockholder shall be subject to the provisions of Section 4(l) of the Company Voting Agreement, to the extent provided therein.

Limitations on Transfer. (a) Each Securityholder hereby agrees that it Prior to June 30, 2002, Purchaser will not, directly or indirectly, Transfer sell, transfer or otherwise dispose of any shares Shares (except to any Affiliate of Common Stock or FS Warrants (collectivelyPurchaser, provided, however, that such Affiliate shall agree to be -------- ------- bound by the "Restricted Securities") unless such Transfer complies with the provisions hereof and (i) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws or (ii) such Securityholder shall have furnished the Company with a written opinion terms of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or "blue sky" lawsthis Agreement). (b) During the Restricted Period, After June 30, 2002 and prior to June 30, 2003, Purchaser will not, directly or indirectly, sell, transfer or otherwise dispose of more than fifty percent (i50%) each of the Non-BLUM Parties may not Transfer acquired Shares (as adjusted to reflect any Restricxxx Securities other than stock splits, stock dividends and similar recapitalizations) (x) pursuant except to Sections 2.3an Affiliate of Purchaser, 2.4 or 2.5provided, (y) with respect however, that such Affiliate shall agree to be bound by --------- ------- the FS Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee terms of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Companythis Agreement), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) In The limitation on Share transfer set forth in this Section 4.1 shall terminate and Purchaser and its Affiliates shall have the right, directly or indirectly, to sell, transfer or otherwise dispose of any Shares without regard to any limitation on Share transfer set forth in Section 4.1 in the event that: (i) the Company has entered into (A) an agreement relating to a merger, business combination, consolidation or any such similar transaction, following which the then holders of any purported Transfer the Voting Securities would cease to hold a majority of the voting securities of the surviving corporation or (B) an agreement to sell all or substantially all its assets; provided, however, the limitation shall (1) be reinstated if the -------- ------- majority of the directors of the Company, who have held that position for at least nine (9) months prior to the entering into of the merger agreement or other agreement referred to in Section (A) continue as a majority of the directors of the surviving company after the transaction or (2) be reinstated if such merger agreement or other agreements referred to in sections (A) or (B) is subsequently terminated or the transactions contemplated thereunder are not consummated; (ii) a tender or exchange offer which has been approved or recommended by the Company's Board of Directors is made by any Person or 13D Group (other than an Affiliate of, or any Person acting in concert with, Purchaser) to acquire Voting Securities which, if added to the Voting Securities (if any) already owned by such Person or 13D Group, would result, if consummated in accordance with its terms, in the Beneficial Ownership by such Person or 13D Group of more than 50% of the Securityholders Total Voting Power of any Restricted all Voting Securities in violation of the provisions Company then outstanding, provided that the limitation shall be reinstated if -------- ---- such tender or exchange offer is withdrawn or terminated without such Person or 13D Group acquiring such 50% ownership level; or (iii) a tender or exchange offer, which the Company's Board of this AgreementDirectors has not approved or recommended, is made by any Person or 13D Group (other than an Affiliate of, or any Person acting in concert with, Purchaser) to acquire Voting Securities which, if added to the Voting Securities (if any) already owned by such purported Transfer will be void and Person or 13D Group, would result, if consummated in accordance with its terms, in the Beneficial Ownership by such Person or 13D Group of no effect more than 50% of the Total Voting Power of all Voting Securities of the Company then outstanding and the Company Purchaser, upon the advice of legal counsel and financial advisors, reasonably believes in good faith, taking into account the conditions of the offer, that such tender or exchange offer will not give effect to result in Voting Securities being purchased, provided that the limitation shall be -------- ---- reinstated if such Transfertender or exchange offer is withdrawn or terminated without such Person or 13D Group acquiring such 50% ownership level. (d) Each certificate representing Restricted Securities issued to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):

Limitations on Transfer. (a) Each Securityholder hereby Notwithstanding any other provision of this Agreement, prior to the earlier to occur of (i) the date which is one year following the Effective Time and (ii) the date on which Xxxxxx is terminated by Instinet, other than in the case of a termination by Instinet for Cause or a termination with the consent of at least two Island Stockholders then entitled to designate directors under Section 2.2(a)(i) (the period from the Effective Time to the earlier to occur of (i) and (ii), the "Initial Share Holding Period"), none of any Holder or Xxxxxx shall Transfer any Subject Shares or Datek Shares, and no Reuters Party shall Transfer any shares of Common Stock, other than (v) in the case of Xxxxxx, in connection with estate and family planning so long as the transferee has executed a Joinder Agreement in which it agrees to be treated as Xxxxxx hereunder or by will or other instrument taking effect at death or by applicable laws of descent and distribution, (w) to any Reuters Party, any other Reuters Entity that has executed a Joinder Agreement in which it will notagrees to be treated as a Reuters Party hereunder, or Instinet, (x) in the case of a transfer by a Holder or any Reuters Party, to any Island Stockholder or (y) in the case of a Transfer by a Holder, to a Permitted Transferee of such Holder or (z) in the case of a Reuters Party, any pledge of any such securities or rights in connection with bona fide debt financings (other than Derivative Transactions) with a financial institution, provided that, in each case set forth in clauses (w), (x) or (y), no such Transfer shall be effected unless and until (I) in the case of a Transfer by a Island Stockholder, such Island Stockholder has complied with Section 2.2(h) to the extent such Transfer would affect such Island Stockholder's rights pursuant to Section 2.2 and (II) Instinet shall have been furnished with information reasonably satisfactory to it demonstrating that such Transfer is in compliance with the provisions hereof and any applicable securities laws and shall have acknowledged such compliance and, in each case set forth in clause (z), the interest of any such financial institution in such shares shall be subject to all of the restrictions set forth in this Agreement. (b) Following the expiration of the Initial Share Holding Period and until the date which is three years following the Effective Time, the Holders shall not Transfer any Subject Shares in a Market Transaction except in accordance with and subject to the volume limitations specified in Rule 144(e) promulgated under the Securities Act (or any successor paragraph or rule of similar effect), without regard to any time limitations contained in Rule 144(k) (or any successor paragraph or rule of similar effect), provided that for purposes of determining compliance with paragraph (e) of Rule 144, all Holders of Subject Shares shall be deemed to be acting in concert, for the purpose of selling shares of Common Stock, with all other Holders of Subject Shares. Notwithstanding the foregoing, the restrictions set forth in this Section 2.1(b) shall not apply to Transfers by Holders pursuant to an underwritten offering conducted in accordance with the Registration Rights Agreement. (i) No Holder may Transfer Subject Shares to a Permitted Transferee of such Holder unless such Permitted Transferee has duly executed a Joinder Agreement in which it agrees to be treated as a Holder (if not already a Holder party to this Agreement) and such transferring Holder has complied with Section 4.10. No Reuters Party may Transfer shares of Common Stock to another Reuters Entity unless such Reuters Entity has duly executed a Joinder Agreement in which it agrees to be treated as a Reuters Party (if not already a Reuters Party party to this Agreement) and such transferring Reuters Party has complied with Section 4.10. (ii) No Reuters Entity (in the case of Reuters Entities not wholly owned, directly or indirectly, by Reuters Parent, to the extent that Reuters Limited or Reuters Parent has the power to direct such Reuters Entity and such direction is consistent with any fiduciary obligations such Reuters Entity might have to third parties, it being understood that no Reuters Party shall act through or in concert with any such non-wholly owned Reuters Entity in any manner inconsistent with such Reuters Party's obligations hereunder) may acquire shares of Common Stock from any Person unless such Reuters Entity has duly executed a Joinder Agreement in which it agrees to be treated as a Reuters Party. (iii) No Reuters Party may Transfer shares of Common Stock to a transferee that, alone or together with its Affiliates and any "group" (as defined in the Exchange Act) of which such transferee or Affiliates is or are a member, acquires from Reuters Parties, in a transaction or a series of related transactions, a number of shares of Common Stock representing at least 10% of the aggregate number of shares of Common Stock then outstanding, other than in a Market Transaction or pursuant to the exercise by such Party of its registration rights under the Corporate Agreement or the Registration Rights Agreement, as applicable (excluding pre-arranged transactions in which the shares are "crossed", "directed" or otherwise caused to be sold to the particular transferee), unless in each case such transferee and any such Affiliates and members of such "group" agree in writing to be bound by such Reuters Party's obligations under Section 2.3(a) with respect to such transferred shares, to the same extent applicable to such Reuters Party. (iv) At any time when Reuters Entities own shares of Instinet's stock representing 20% or more of the Total Voting Power of Instinet, no Reuters Party may Transfer shares of Common Stock, in a transaction or a series of related transactions, to a transferee that, immediately after giving effect to such Transfer would, together with such transferees' Affiliates and any "group" (as defined in the Exchange Act) of which such transferee or Affiliates is or are a member, have beneficial ownership of Instinet's stock representing 35% or more of the Total Voting Power of Instinet, other than in a Market Transaction or pursuant to the exercise by such Party of its registration rights under the Corporate Agreement or the Registration Rights Agreement, as applicable (excluding pre-arranged transactions in which the shares are "crossed", "directed" or otherwise caused to be sold to the particular transferee), unless in each case such transferee and any such Affiliates and members of such "group" agree in writing to be bound by Section 2.4 to the same extent applicable to Reuters Limited (except that (A) the percentage of additional shares of Common Stock that may be acquired in reliance on clause (w) of Section 2.4(a) following the Transfer from such Reuters Party shall be equal to the greater of (i) 40% and (ii) that percentage of the Total Voting Power of Instinet beneficially owned by such transferee, its Affiliates and any such "group" immediately after giving effect to the Transfer from such Reuters Party and (B) references in Section 2.4 to Reuters Entities and Reuters Parent shall be deemed to refer to Persons having an analogous relationship with such transferee and members of any such group). Any such agreement by a transferee to be bound by Section 2.4 shall not affect the obligations of any other Person that otherwise remains subject to Section 2.4 in accordance with its terms. (d) The parties hereto hereby acknowledge and agree that Instinet may impose stop transfer instructions with respect to the shares of Common Stock subject to the restrictions contained in this Article II in order to implement the restrictions on Transfers contained herein. (i) Each certificate representing Subject Shares, Datek Shares and any shares of Common Stock held by any Reuters Party or FS Warrants (collectivelyby a Person who is required, the "Restricted Securities") unless such Transfer complies with the provisions hereof and (i) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities Section 2.1(c)(iii) or "blue sky" laws or (ii) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or "blue sky" laws. (b) During the Restricted Period, (i) each of the Non-BLUM Parties may not Transfer any Restricxxx Securities other than (x) pursuant to Sections 2.3, 2.4 or 2.5, (y) with respect to the FS Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company2.1(c)(iv), and (z) with respect to agree to be bound by the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) In the event of any purported Transfer by any of the Securityholders of any Restricted Securities in violation of the provisions portions of this AgreementAgreement specified in such Sections, such purported Transfer will be void and of no effect and the Company will not give effect to such Transfer. (d) Each certificate representing Restricted Securities issued to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company Instinet may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):): "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE STOCKHOLDERS AGREEMENT, DATED AS OF JUNE 9, 2002, AMONG INSTINET GROUP INCORPORATED, REUTERS LIMITED, REUTERS C CORP., REUTERS HOLDINGS SWITZERLAND SA AND THE OTHER STOCKHOLDERS PARTY THERETO, AS AMENDED AND SUPPLEMENTED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS THEREOF. THE STOCKHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, CERTAIN PROVISIONS RELATING TO THE VOTING AND TRANSFER OF THE SHARES SUBJECT TO THE AGREEMENT. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE, DIRECTLY OR INDIRECTLY, MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT APPLICABLE TO THE SHARES REPRESENTED BY THIS CERTIFICATE." (ii) Each Reuters Party and any Person who is required, pursuant to Section 2.1(c)(iii) or Section 2.1(c)(iv), to agree to be bound by the portions of this Agreement specified in such Sections will cause any applicable shares of Common Stock, and each Holder and Xxxxxx will cause any Datek Shares or shares of Common Stock received by such Holder or Xxxxxx in respect of such Holder's or Xxxxxx'x interest in Datek, in each case held by such party at the Effective Time or acquired by such party at any time thereafter to be delivered to Instinet for the purpose of applying the Legend. Instinet shall return to the delivering party, as promptly as possible, any shares so delivered. The delivery of such shares by the delivering party shall not in any way affect such party's rights with respect to such shares. (iii) The Legend will be promptly removed by (or at the direction of) Instinet, with respect to any certificate representing shares of Common Stock or Datek Shares, by the delivery of substitute certificates without such Legend (w) with respect to Subject Shares or any shares of Common Stock held by a Reuters Party or by a Person who is required, pursuant to Section 2.1(c)(iii) or Section 2.1(c)(iv), to agree to be bound by the portions of this Agreement specified in such Sections, in the event of a Transfer permitted by this Agreement and in which the transferee is not required to enter into a Joinder Agreement pursuant to the terms of this Agreement or otherwise agree in writing to be bound by certain provisions of this Agreement, (x) with respect to Subject Shares held by any Holder, following termination of this Agreement with respect to such Holder, (y) with respect to any Datek Shares, following termination of this Agreement with respect to all Subject Shares to which such Datek Shares relate or (z) with respect to Subject Shares held by Xxxxxx, following the expiration of the Initial Share Holding Period. (f) At least five days prior to any Transfer of shares of Common Stock during the Initial Share Holding Period, the transferring party shall give written notice of such Transfer to Instinet, the Holders and the Reuters Parties. Each such notice required by this paragraph shall describe the manner of the proposed Transfer and the number and nature of the securities involved. (g) Any Transfer or successive Transfer of capital stock of Datek (other than Datek Shares) by an Island Stockholder shall be subject to the provisions of Section 4(l) of the Company Voting Agreement, to the extent provided therein.

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will not, directly Certificates and any beneficial interests therein may only be issued and sold or indirectly, Transfer any shares of Common Stock or FS Warrants (collectively, the "Restricted Securities") unless such Transfer complies with the provisions hereof and transferred to (i) such Transfer is Qualified Institutional Buyers purchasing the Certificates for their own account that are also (ii) Qualified Purchasers, in each case meeting the additional requirements of Section 3.14(b). Neither the Certificates nor any interest therein may be transferred or resold except pursuant to an effective exemption from the registration statement requirements of the Investment Company Act and the Securities Act. (b) Each transferee of a Certificate or any beneficial interest therein will be deemed to represent at time of transfer that (i) it is a Qualified Institutional Buyer, (ii) it is a Qualified Purchaser, (iii) it is not formed for the purpose of investing in the Certificates, unless each of its beneficial owners is a Qualified Purchaser, (iv) it is not a dealer described in paragraph (a)(l)(ii) of Rule 144A promulgated under the Securities Act (“Rule 144A”), unless such transferee owns and invests on a discretionary basis at least U.S. $25 million in securities of issuers that are not affiliated persons of such dealer, (v) it is not a plan referred to in paragraph (a)(1)(i)(D) or (E) of Rule l44A or a trust fund referred to in paragraph (a)(I)(i)(F) of Rule l44A that holds the assets of such plan, unless investment decisions are made solely by the fiduciary, trustee or sponsor of such plan, and (vi) it, and each account for which it is purchasing, is purchasing Certificates in at least the minimum denomination. (c) The Certificates shall bear legends stating that they have not been registered under the Securities Act and has been registered under all applicable state securities or "blue sky" laws or (ii) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory are subject to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act transfer requirements described in subsections (a) and all applicable state securities or "blue sky" laws. (b) During the Restricted Period, (i) each of the Non-BLUM Parties may not Transfer any Restricxxx Securities other than (x) pursuant to Sections 2.3, 2.4 or 2.5, (y) with respect to the FS Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) In the event of any purported Transfer by any of the Securityholders of any Restricted Securities in violation of the provisions of this AgreementSection 3.14. By purchasing a Certificate or any interest therein, such purported Transfer will each purchaser shall be void and of no effect and the Company will not give effect deemed to such Transferhave agreed to these transfer requirements. (d) Each certificate representing Restricted Securities issued to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to The Certificates and related documentation, including this Agreement, may be amended or supplemented from time to time by the "Legend"):Trustor and the Trustee to modify the restrictions on and procedures for resale and other transfers of the Certificates and interests therein to reflect any change in applicable law or regulation (or the interpretation thereof) or in practices relating to the resale or other transfer of restricted securities generally if the Trustor and the Trustee shall have received an Opinion of Counsel to the effect that such amendment or supplement is necessary or appropriate. (e) In order to preserve the exemption for resales and transfers provided by Rule 144A under the Securities Act, the Trustor shall provide to any Holder of a Certificate and any prospective purchaser designated by such Holder, upon request of such Holder or such prospective purchaser, such information required by Rule 144A as will enable the resale of such Certificate to be made pursuant to Rule 144A. However, the Trustor shall not be required to provide with respect to a Certificate more information than is required by Rule 144A as of the date such Certificate is issued but may elect to do so if necessary under subsequent revisions of Rule 144A. In connection with the same, the Trustor shall comply with Rule 144A(d)(4) of the Securities Act. In addition, the Trustor may from time to time modify the foregoing restrictions on resale and other transfers, without the consent but upon notice to the Holders of the Certificates, in order to reflect any amendment to Rule 144A or change in the interpretation thereof or practices thereunder if the Trustor and the Trustee shall have received an Opinion of Counsel to the effect that such amendment or supplement is necessary or appropriate. (f) The Certificates shall not be listed on any “established securities market.” For this purpose, an “established securities market” includes any national securities exchange registered under the Securities Exchange Act or exempted from registration because of the limited volume of transactions, any local exchange and any over the counter market characterized by an interdealer quotation system which regularly disseminates quotations of obligations by identified brokers or dealers, by electronic means or otherwise. (g) With respect to certain DTC-related actions, the Trustor on behalf of the Trust shall ensure that the CUSIP numbers assigned to the Class A Certificates have a “fixed field” attachment that contains indicators for Rule 144A and the Investment Company Act exemption. If at any time Class A Certificates that are registered with DTC or any other securities depository are issued or transferred to an entity unrelated to the Trustor, the Trustor on behalf of the Trust shall cause (or shall require the Remarketing Agent to cause) the relevant Bloomberg Financial Markets screen to contain customary indicators for Rule 144A and the Investment Company Act exemption. These indicators shall state clearly that sales of the Class A Certificates are restricted to Qualified Institutional Buyers that are also Qualified Purchasers, and should include the following disclosures: (i) The “Note Box” on the bottom of the “Security Display” page describing the Class A Certificates should state “Issued Under 144A/3(c)(7) Investment Company Act exemption”; (ii) The “Security Display” page should have a flashing red indicator stating “See Other Available Information”; and (iii) Such indicator should link to the “Additional Security Information” page, which should state that the Class A Certificates are being offered in reliance on the exemption from registration under Rule 144A to Persons who are Qualified Institutional Buyers and Qualified Purchasers. (h) Notwithstanding any other express or implied agreement to the contrary, the Trust, the Trustor, the Servicer and each Holder of Class A Certificates agree that each of them and each of their employees, representatives, and other agents may disclose, immediately upon commencement of discussions, to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to any of them relating to such tax treatment and tax structure, except where confidentiality is reasonably necessary to comply with U.S. federal or state securities laws. For purposes of this paragraph, the terms “tax,” “tax treatment,” “tax structure,” and “tax benefit” are defined under Treasury Regulation §1.6011-4(c). (i) Each Holder of the Certificates acknowledges that it has been afforded an opportunity to request and to review and it has received, all information considered by it to be necessary to make an investment decision in purchasing the Certificates. (j) Notwithstanding anything herein to the contrary, the Trustor shall not transfer the Class B Certificate to any other entity without the consent of Class A Certificateholders constituting a majority of the Outstanding Certificate Balance of the Class A Certificates unless it has provided documentation, to the reasonable satisfaction of the Initial Purchaser, that either (i) the Trustor, (ii) an affiliate of the Trustor or (iii) a non-affiliated entity has guaranteed all the obligations related to additional capital contributions of the Holder of the Class B Certificate pursuant to Section 5.04, provided that (a) with respect to an affiliate of the Trustor, such affiliate either (1) maintains a rating of at least “Aa3,” “AA-” or its equivalent from a nationally recognized rating agency or (2) secures such guaranty with a letter of credit or similar credit facility from a financial institution that maintains a rating of at least “Aa3,” “AA-” or its equivalent from a nationally recognized rating agency and (b) with respect to an entity that is not an affiliate of the Trustor, such entity secures such guaranty with a letter of credit or similar credit facility from a financial institution that maintains a rating of at least “Aa3,” “AA-” or its equivalent from a nationally recognized rating agency; and, in each case, the transfer of the Class B Certificate shall be accompanied by an opinion of the guarantor’s counsel to the effect that such guaranty is valid, binding and enforceable and an opinion of nationally recognized bond counsel to the effect that such transfer and guaranty will not adversely affect the tax treatment of any payments required to be made by the Holder of the Class B Certificate pursuant to Section 5.04 as a result of such guaranty structure. (k) Each transferee or purchaser of Class A Certificates or any beneficial interest therein will be deemed to acknowledge by its purchase or transfer of Class A Certificates that (i) it has been afforded an opportunity to request from the Trustor and the Trust and to review, and it has received, all additional information considered by it to be necessary to verify the accuracy of the information in the Private Placement Memorandum and to make an investment decision, (ii) it has not relied on the Initial Purchaser or any person affiliated with the Initial Purchaser in connection with its investigation of the accuracy of the information contained in the Private Placement Memorandum or its investment decision and (iii) except for information provided directly by the Trustor or the Trust pursuant to (i) above, no person has been authorized to give any information or to make any representation concerning the Class A Certificates other than those contained in the Private Placement Memorandum and, if given or made, such other information or representation should not be relied upon as having been authorized by any of the Trustor, the Trust or the Initial Purchaser. (l) The Class A Certificates may not be purchased by any employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), any plan, including an individual retirement account or Xxxxx plan, subject to Section 4975 of the Code or any entity who assets include “plan assets” of any such plan. Each transferee or purchaser of Class A Certificates or any beneficial interest therein will be deemed to have represented and warranted at the time of transfer or purchase to the Trust, the Trustor and the Initial Purchaser by its purchase or transfer of Class A Certificates that its purchase or acquisition of Class A Certificates will not violate the restriction in the immediately preceding sentence. (m) No Certificates may be transferred in violation of this Section 3.14 or, if as a result of a proposed transfer the Trust would be treated as a publicly traded partnership taxable as a corporation for federal income tax purposes; and any such transfer shall be void ab initio and shall have no effect.

Limitations on Transfer. Arena agrees, for so long as this Agreement has not terminated in accordance with its terms (such period, the “Restricted Period”), not to (a) Each Securityholder hereby agrees that it will notsell, transfer, assign, pledge (except bona fide pledges to its lenders or any Federal Reserve bank or branch), grant a participation interest in or otherwise dispose, directly or indirectly, Transfer of its right, title or interest (including any shares voting rights) in respect of Common Stock the Arena Documents, including any of its Lender Claims or FS Warrants Lender Interests (collectivelyto the extent held by it on the date hereof), in whole or in part, or any interest therein, except to the "Restricted Securities"extent any such grant or disposition exists or occurs prior the date of this Agreement; provided for the avoidance of doubt that any internal transfers or assignments by Arena of its right title or interest in any Lender Claims or Lender Interests to affiliates shall not violate this RSA or (b) grant any proxies, deposit any of its interest in any Lender Claim or Lender Interests (to the extent held by it on the date hereof) into a voting trust, or enter into a voting agreement with respect to any such Lender Claim or Lender Interests, unless such Transfer complies with the provisions hereof and (i) the transferee agrees in writing at the time of such Transfer is pursuant transfer to an effective registration statement under the Securities Act be bound by this Agreement in its entirety without revisions and has been registered under all applicable state securities or "blue sky" laws or to assume Arena’s obligations hereunder, and (ii) the transferor, within one (1) business day, provides written notice of such Securityholder shall have furnished the Company transfer to Charge and their legal counsel, Faegre Drinker Xxxxxx & Xxxxx LLP (Attention: Xxxxxxx X. Xxxxxxxxx, Xxxxxxx X. Xxxxxx, and Xxxxxxx X. Xxxxxxx), together with a copy of the written opinion agreement of counsel the transferee to be bound by this Agreement in form its entirety without revision. Upon compliance with the foregoing, (a) Arena shall be deemed to relinquish its rights (and substance reasonably satisfactory be released from its obligations) under this Agreement to the Company to the effect that no extent of such registration is required because of the availability of an exemption from registration under the Securities Act transferred rights and all applicable state securities or "blue sky" laws. obligations, and (b) During the Restricted Period, (i) each of the Non-BLUM Parties may not Transfer any Restricxxx Securities other than (x) pursuant transferee shall be deemed to Sections 2.3, 2.4 or 2.5, (y) with respect constitute a Party to this Agreement solely to the FS Parties extent of such transferred rights and the Other Non-Management Parties onlyobligations. No Party may create or utilize any subsidiary to acquire any Lender Claims or Lender Interests without first causing such subsidiary to become a Party hereto or otherwise agreeing to be bound by this Agreement. Any sale, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company)transfer, and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) In the event or assignment of any purported Transfer by any of Lender Claim or Lender Interest that does not comply with the Securityholders of any Restricted Securities procedure set forth in violation of the provisions of this Agreement, such purported Transfer will paragraph 6 shall be deemed void and of no effect and the Company will not give effect to such Transferab initio. (d) Each certificate representing Restricted Securities issued to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):

Limitations on Transfer. (a) Each Securityholder hereby agrees The Stockholders other than Silver Lake and any Silver Lake Affiliated Person (collectively, the “Restricted Stockholders”) shall not be permitted to Transfer all or any portion of their Restricted Shares other than: (i) to any Permitted Transferee in accordance with the terms of Section 4.02, provided, that, in the case of any Restricted Stockholder that it will notis a partnership, limited liability company, or any foreign equivalent thereof, any Transfer to a partner, member or foreign equivalent thereof of such Restricted Stockholder, may only be made as a pro rata distribution in accordance with such Restricted Stockholder’s governing documents; (ii) prior to the earlier of (A) the second (2nd) anniversary of the IPO Closing and (B) the date on which the number of Common Shares beneficially owned, directly or indirectly, Transfer any shares by Silver Lake has decreased to 50% of Common Stock or FS Warrants the Post-IPO Shares held by Silver Lake (collectivelythe “Initial Holding Period”), the "Restricted Securities") unless such Transfer complies with the consent of Silver Lake and subject to the tag-along rights and drag-along rights provisions hereof of this Article IV; (iii) after the Initial Holding Period, to any Transferee, without consent, subject only to the tag-along rights and drag-along rights provisions of this Article IV; (iiv) such Transfer is in a registered public offering pursuant to an effective registration statement under the Securities Act Registration Rights Agreement; (v) as a Tagging Stockholder in accordance with Section 4.04; (vi) as a Restricted Stockholder in accordance with Section 4.05; and (vii) in the case of each of Xxxxxx and has been registered under all applicable state securities or "blue sky" laws or Spanicciati, up to a number of shares equal to one percent (ii1%) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act issued and all applicable state securities or "blue sky" lawsoutstanding Common Shares in any twelve month period pursuant to Rule 144. (b) During Notwithstanding the foregoing, in no event shall any Restricted Period,Stockholder be entitled to Transfer its Restricted Shares to any Person considered by the Board of Directors or Silver Lake to be (i) an actual or potential competitor of, or (ii) otherwise adverse to, the Company (a “Adverse Party”) or any other Person who (directly or indirectly) (A) holds an ownership interest in such Adverse Party equal to three percent (3%) or more of the outstanding voting securities of such Adverse Party or (B) has designated, or has the right to designate, a member of the board of directors of such Adverse Party, in each case without the approval of the Silver Lake, such approval being required only for so long as Silver Lake holds greater than 5% of the issued and outstanding Common Shares, except for Transfers in any bona fide underwritten public offering or sales pursuant to Rule 144 permitted by Section 4.01(a)(vii). In addition, no Stockholder shall be entitled to Transfer its Common Shares at any time if such Transfer would: (i) each of violate the Non-BLUM Parties may not Transfer Securities Act, or any Restricxxx Securities state (or other than (xjurisdiction) pursuant to Sections 2.3, 2.4 securities or 2.5, (y) with respect “Blue Sky” laws applicable to the FS Parties and Company or the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); andCommon Shares; (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction cause the Company to become subject to Section 2.4 unless Section 2.4 is complied with in full prior the registration requirements of the U.S. Investment Company Act of 1940, as amended from time to such Transfer.time; or (ciii) be a non-exempt “prohibited transaction” under ERISA or the Code or cause all or any portion of the assets of the Company to constitute “plan assets” under ERISA or Section 4975 of the Code. In the event of any a purported Transfer by any of the Securityholders a Stockholder of any Restricted Securities Common Shares in violation of the provisions of this Agreement, such purported Transfer will be void and of no effect effect, and the Company will not give effect to such Transfer. (dc) Each certificate representing or securities evidenced on the books and records of the transfer agent, as applicable, evidencing the Restricted Securities issued to Shares shall bear the Securityholders will bear a legend following restrictive legend, either as an endorsement or on the face thereof substantially thereof: THE SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES EVIDENCED HEREBY IS RESTRICTED BY THE TERMS OF A STOCKHOLDERS AGREEMENT, DATED AS OF [•], 2016, COPIES OF WHICH ARE ON FILE WITH THE ISSUER OF THIS CERTIFICATE. NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH STOCKHOLDERS’ AGREEMENT HAVE BEEN COMPLIED WITH IN FULL. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND MAY NOT BE SOLD OR TRANSFERRED OTHER THAN IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (OR OTHER APPLICABLE LAW), OR AN EXEMPTION THEREFROM. (d) In the event that one or more of the restrictive legend set forth in Section 4.01(c) has ceased to the following effect (with such additions thereto or changes therein as be applicable, the Company may be advised shall provide or shall cause its transfer agent to provide any Stockholder, or its respective transferees, at their request, without any expense to such Persons (other than applicable transfer taxes and similar governmental charges, if any), with, in the case of securities evidenced by counsel are required by law or necessary certificates, new certificates for such securities of like tenor not bearing the legend with respect to give full effect which the restriction has ceased and terminated or, in the case of securities evidenced on the books and records of the transfer agent, with a securities entry that is free of any restrictive notations corresponding to this Agreement, the "Legend"):such legend.

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will notExcept as the non-Transferring Member may otherwise consent in writing, directly or indirectly, no Member may Transfer any shares of Common Stock or FS Warrants (collectively, the "Restricted Securities") unless such Transfer complies with the provisions hereof and Membership Interests other than (i) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws or in connection with a Permitted Transfer, (ii) a Transfer by Nortel Networks pursuant to its rights under Section 4.2, (iii) upon the exercise of rights provided by Article VI or (iv) a privately negotiated Transfer by VIS at any time after the eighteen (18) month anniversary of the Closing Date; provided, however, that the proceeds from any such Securityholder Transfer by VIS pursuant to clause (iv) shall have furnished be used to finance the Exit Payment on behalf of the Company. Any Transfer by VIS pursuant to clause (iv) shall be for consideration consisting only of cash or other consideration previously approved by Nortel Networks (or, if such other form of consideration is not approved by Nortel Networks, VIS may substitute cash for the fair market value of the non-cash consideration received by VIS), and VIS shall promptly deposit the proceeds of such Transfer (in no event shall the amount deposited exceed $70,000,000) into an escrow account to be held for the purpose of funding the Exit Payment on behalf of the Company with a written opinion of counsel until the Exit Payment is paid in form and substance reasonably satisfactory full to the Company Nortel Networks pursuant to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or "blue sky" lawsSection 6.4. (b) During the Restricted Period, (i) each Any Transfer of the Non-BLUM Parties may Membership Interests in breach of this Agreement shall be void and ineffectual and shall not operate to Transfer any Restricxxx Securities other than (x) pursuant interest or title in the Membership Interests purported to Sections 2.3, 2.4 or 2.5, (y) with respect be Transferred to the FS Parties purported transferee. If, notwithstanding the immediately preceding sentence, any Transfer is held by an arbitral panel or a court of competent jurisdiction to be effective, then and without prejudice to any applicable remedies or penalties hereunder, the Other Non-Management Parties only, Transfers after the restrictions on Transfer under this Article IV applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect transferor shall apply to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes transferee and to the same any subsequent transferee (subject to as if such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in transferee was a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transferparty hereto. (c) In To the event full extent of its powers under Applicable Law, the Company shall refrain from taking any purported action that would or could be viewed as recognizing or acknowledging any Transfer by any of the Securityholders of any Restricted Securities Membership Interests in violation of the provisions terms and conditions of this Agreement, such purported Transfer will be void and of no effect and the Company will not give effect to such Transfer. (d) Each certificate representing Restricted Securities issued of the Members acknowledges that any of its Membership Interests may not be Transferred other than in compliance with all applicable securities laws, including, without limitation, to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreementextent applicable, the "Legend"):Securities Act.