Common use of Related Provisions Clause in Contracts

Related Provisions. (i) Notwithstanding anything to the contrary in this Agreement, no Transfers shall be permitted by either Harbinger or Pinnacle (A) if such Transfer would violate any Applicable Law or involve a Transfer to a Non-Qualified Person, (B) without the prior written consent of the Board and the Majority Party, if such Transfer would impair a material license or regulatory approval of the Company (or any of its Subsidiaries) or cause a change of control of any such license without the Company having received all required approvals of Governmental Authorities and other required approvals, or (C) without the prior written consent of the Board (which shall not be unreasonably withheld) if such Transfer would cause the Company or its Subsidiaries to be subject to the reporting requirements of the Exchange Act. (ii) Any transferee or Entity Affiliate of Harbinger or Pinnacle, as applicable, that after the date of this Agreement acquires any Securities in a Transfer or other acquisition in accordance with the terms and conditions of this Agreement shall, as a condition precedent to effectiveness of the Transfer or other acquisition of such Securities, (A) become a party to this Agreement by completing and executing a counterpart signature page or joinder to this Agreement in a form reasonably satisfactory to the Company and the Majority Party, (B) assume the rights and obligations under this Agreement of the transferor of such Securities as they relate to such transferred Securities (including without limitation the transfer restrictions set forth in Article 3 and the preemptive rights set forth in Article 4), (C) execute all such other agreements or documents as may reasonably be requested by the Company and the Majority Party, (D) obtain all regulatory approvals needed in connection with such Transfer or acquisition, (E) deliver such signature page and, if applicable, other agreements and documents to the Company, and (F) to the extent the Transfer and/or other acquisition of Securities by such transferee or Entity Affiliate results in such transferee or Entity Affiliate, together with its Entity Affiliates, owning at least fifty percent (50%) of the Equity Voting Power, reaffirm in writing the effectiveness of the Pinnacle Management Agreement in accordance with its terms. Such Person shall, upon satisfaction of such conditions and its acquisition of such Securities in compliance with this Agreement, be a party to this Agreement for all purposes hereunder. (iii) Any Transfer constituting a pledge of Securities or other grant of a lien or security interest therein, directly or indirectly, for any debt or other obligation must be made pursuant to a bona fide credit agreement, loan agreement, indenture or other agreement pursuant to which credit is extended or made available by an unaffiliated third party to the party making such pledge or granting such lien or security interest. For purposes of clarity, the Parties acknowledge that the Securities may not be pledged in violation of the foregoing sentence. (iv) In the event of a Transfer constituting a pledge of Securities or other grant of a lien or security interest therein, directly or indirectly, the beneficiary of such pledge, lien or security interest, in lieu of executing a joinder to become a party hereto, shall execute and deliver a joinder agreeing to be bound by all of the provisions of this Agreement with respect to the Securities so pledged or subjected to such lien or security interest, except as otherwise provided in Section 3.2(f)(ii), Section 3.3(f) and Section 3.5(a). (v) Any Transfer or attempted Transfer of Securities in violation of any provision of this Agreement shall be null and void.

Related Provisions. (i) Notwithstanding anything to the contrary in this Agreement, no Transfers shall be permitted by either Harbinger or Pinnacle (A) if such Transfer would violate any Applicable Law or involve a Transfer to a Non-Qualified Person, (B) without the prior written consent of the Board and the Majority Party, if such Transfer would impair a material license or regulatory approval of the Company (or any of its Subsidiaries) or cause a change of control of any such license without the Company having received all required approvals of Governmental Authorities and other required approvals, or (C) without the prior written consent of the Board (which shall not be unreasonably withheld) if such Transfer would cause the Company or its Subsidiaries to be subject to the reporting requirements of under the Exchange Act. (ii) Any transferee or Entity Affiliate of Harbinger or Pinnacle, as applicable, that after the date of this Agreement acquires any Securities in a Transfer or other acquisition in accordance with the terms and conditions of this Agreement that after the date of this Agreement owns or acquires Securities shall, as a condition precedent to effectiveness of the Transfer or other acquisition acquisition, as applicable, of such SecuritiesSecurities by the transferor or the acquiring Entity Affiliate, as applicable, (A) become a party to this Agreement by completing and executing a counterpart signature page or joinder to this Agreement in a form reasonably satisfactory to the Company and the Majority Party, (B) assume the rights and obligations under this Agreement of the transferor of such Securities as they relate to such transferred Securities (including without limitation the transfer restrictions set forth in Article 3 and the preemptive rights set forth in Article 4), (C) execute all such other agreements or documents as may reasonably be requested by the Company and the Majority Party, (DC) obtain all regulatory approvals needed in connection with such Transfer or acquisition, (ED) deliver such signature page and, if applicable, other agreements and documents to the Company, and (FE) to the extent the Transfer and/or other acquisition of Securities by such transferee or Entity Affiliate results in such that transferee or Entity Affiliateparty, together with its Entity Affiliates, owning at least fifty percent (50%) % of the outstanding voting power of the Equity Voting PowerSecurities on a Fully Diluted Basis, reaffirm in writing the effectiveness of the Pinnacle Management Agreement in accordance with its terms. Such Person shall, upon satisfaction of such conditions and its acquisition of such Securities in compliance with this Agreement, be a party to this Agreement for all purposes hereunder. (iii) Any Transfer constituting a pledge of Securities or other grant of a lien or security interest therein, directly or indirectly, for any debt or other obligation must be made pursuant to a bona fide credit agreement, loan agreement, indenture or other agreement pursuant to which credit is extended or made available by an unaffiliated third party to the party making such pledge or granting such lien or security interest. For purposes of clarity, the Parties acknowledge that the Securities may not be pledged in violation of the foregoing sentence. (iv) In the event of a Transfer constituting a pledge of Securities or other grant of a lien or security interest therein, directly or indirectly, the beneficiary of such pledge, lien or security interest, in lieu of executing a joinder to become a party hereto, shall execute and deliver a joinder agreeing to be bound by all of the provisions of this Agreement with respect to the Securities so pledged or subjected to such lien or security interest, except as otherwise provided in Section 3.2(f)(ii), Section 3.3(f) and Section 3.5(a). (v) Any Transfer or attempted Transfer of Securities in violation of any provision of this Agreement shall be null and void.

Related Provisions. (a) Holder agrees not to offer, sell, contract to sell, grant any option to purchase, make any short sale or otherwise dispose of the Securities for the nine (9) months following the consummation of the Stock Purchase; provided, however, that Holder may pledge the Securities during such nine-month period provided that the pledgee(s) agrees in writing to be bound by the restrictions of this Section 4(a) during such nine-month period. (b) In connection with any registration of Registrable Securities pursuant to paragraph 2 or 3, the Company will: (i) Notwithstanding anything furnish to the contrary in this Agreement, no Transfers shall be permitted by either Harbinger or Pinnacle (A) if Holder such Transfer would violate any Applicable Law or involve a Transfer to a Non-Qualified Person, (B) without the prior written consent number of conformed copies of the Board Registration Statement and the Majority Partyof each amendment or supplement thereto (in each case including not more than two copies of all exhibits), if such Transfer would impair a material license or regulatory approval number of copies of the Company Prospectus included in the Registration Statement (or including each preliminary Prospectus and any of its Subsidiaries) or cause a change of control of any such license without summary Prospectus), in conformity with the Company having received all required approvals of Governmental Authorities and other required approvals, or (C) without the prior written consent of the Board (which shall not be unreasonably withheld) if such Transfer would cause the Company or its Subsidiaries to be subject to the reporting requirements of the Exchange 1933 Act., any documents incorporated by reference in the Registration Statement or Prospectus, and such other documents, as the Holder may reasonably request; (ii) Any transferee use its reasonable best efforts to register and qualify the securities covered by such Registration Statement under such other securities or Entity Affiliate of Harbinger or Pinnacle, as applicable, that after the date of this Agreement acquires any Securities in a Transfer or other acquisition in accordance with the terms and conditions of this Agreement shall, as a condition precedent to effectiveness of the Transfer or other acquisition Blue Sky laws of such Securities, (A) become a party to this Agreement by completing and executing a counterpart signature page or joinder to this Agreement in a form jurisdictions as shall be reasonably satisfactory to the Company and the Majority Party, (B) assume the rights and obligations under this Agreement of the transferor of such Securities as they relate to such transferred Securities (including without limitation the transfer restrictions set forth in Article 3 and the preemptive rights set forth in Article 4), (C) execute all such other agreements or documents as may reasonably be requested by the Company and the Majority PartyHolder, (D) obtain all regulatory approvals needed to keep such registration or qualification in connection with effect for so long as such Transfer or acquisition, (E) deliver such signature page and, if applicable, other agreements and documents to the Companyregistration remains in effect, and (F) take any other action which may be reasonably necessary or advisable to enable the extent Holder to consummate the Transfer and/or other acquisition of Securities by such transferee or Entity Affiliate results disposition in such transferee or Entity Affiliate, together with its Entity Affiliates, owning at least fifty percent (50%) jurisdictions of the Equity Voting Power, reaffirm securities owned by the Holder; provided that the Company shall not for any such purpose be required to (i) qualify generally to do business as a foreign corporation in writing any jurisdiction wherein it would not but for the effectiveness requirements of the Pinnacle Management Agreement this Section 4(b)(ii) be obligated to be so qualified or (ii) subject itself to taxation in accordance with its terms. Such Person shall, upon satisfaction of any such conditions and its acquisition of such Securities in compliance with this Agreement, be a party to this Agreement for all purposes hereunderjurisdiction. (iii) Any Transfer constituting a pledge of Securities or other grant of a lien or security interest therein, directly or indirectly, for any debt or other obligation must be made pursuant to a bona fide credit agreement, loan agreement, indenture or other agreement pursuant to which credit is extended or made available by an unaffiliated third party furnish to the party making Holder the following letters: (A) a signed counterpart of an opinion of counsel for the Company, dated the effective date of such pledge or granting Registration Statement (except, if such lien or security interest. For purposes of clarityregistration involves an underwritten public offering, such opinion shall be dated the Parties acknowledge that the Securities may not be pledged in violation date of the foregoing sentence.closing under the underwriting agreement), covering such matters as the Holder, or its counsel, may reasonably request; and (B) a letter signed by the independent public accountants who have certified the Company’s financial statements included in the Registration Statement, covering such matters as the Holder, or its counsel, may reasonably request; such letters or opinions shall be in the form as is customary for similar letters or opinions, so long as such form is acceptable to the managing underwriters, if any, of such offering; (iv) In promptly notify the Holder of Registrable Securities covered by such Registration Statement at any time when a Prospectus relating thereto is required to be delivered under the 1933 Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a Transfer constituting material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of the Holder prepare and furnish to the Holder a pledge reasonable number of Securities or other grant copies of a lien supplement to or security interest therein, directly or indirectly, the beneficiary an amendment of such pledgeProspectus as may be necessary so that, lien as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus shall not include an untrue statement of a material fact or security interest, in lieu of executing omit to state a joinder to become a party hereto, shall execute and deliver a joinder agreeing material fact required to be bound by all stated therein or necessary to make the statements therein not misleading in the light of the provisions of this Agreement with respect to the Securities so pledged or subjected to such lien or security interest, except as otherwise provided in Section 3.2(f)(ii), Section 3.3(f) and Section 3.5(a).circumstances then existing; and (v) Any Transfer or attempted Transfer otherwise use its best efforts to comply with all applicable rules and regulations of Securities the SEC, and make available to Holder, as soon as reasonably practicable, but in violation no event more than eighteen (18) months after the effective date of any provision such Registration Statement, an earnings statement covering a period of this Agreement shall be null and void.at least twelve

Related Provisions. (i) Notwithstanding anything to the contrary in this Agreement, no Transfers shall be permitted by either Harbinger or Pinnacle (A) if such Transfer would violate any Applicable Law or involve a Transfer to a Non-Qualified Person, (B) without the prior written consent of the Board and the Majority Party, if such Transfer would impair a material license or regulatory approval of the Company (or any of its Subsidiaries) or cause a change of control of any such license without the Company having received all required approvals of Governmental Authorities and other required approvals, or (C) without the prior written consent of the Board (which shall not be unreasonably withheld) if such Transfer would cause the Company or its Subsidiaries to be subject to the reporting requirements of the Exchange Act. (ii) Any transferee or Entity Affiliate of Harbinger or Pinnacle, as applicable, that after the date of this Agreement acquires any Securities in a Transfer or other acquisition in accordance with the terms and conditions of this Agreement shall, as a condition precedent to effectiveness of the Transfer or other acquisition of such Securities, (A) become a party to this Agreement by completing and executing a counterpart signature page or joinder to this Agreement in a form reasonably satisfactory to the Company and the Majority Party, (B) assume the rights and obligations under this Agreement of the transferor of such Securities as they relate to such transferred Securities (including without limitation the transfer restrictions set forth in Article 3 and the preemptive rights set forth in Article 4), (C) execute all such other agreements or documents as may reasonably be requested by the Company and the Majority Party, (D) obtain all regulatory approvals needed in connection with such Transfer or acquisition, (E) deliver such signature page and, if applicable, other agreements and documents to the Company, and (F) to the extent the Transfer and/or other acquisition of Securities by such transferee or Entity Affiliate results in such transferee or Entity Affiliate, together with its Entity Affiliates, owning at least fifty percent (50%) % of the Equity Voting Power, reaffirm in writing the effectiveness of the Pinnacle Management Agreement in accordance with its terms. Such Person shall, upon satisfaction of such conditions and its acquisition of such Securities in compliance with this Agreement, be a party to this Agreement for all purposes hereunder. (iii) Any Transfer constituting a pledge of Securities or other grant of a lien or security interest therein, directly or indirectly, for any debt or other obligation must be made pursuant to a bona fide credit agreement, loan agreement, indenture or other agreement pursuant to which credit is extended or made available by an unaffiliated third party to the party making such pledge or granting such lien or security interest. For purposes of clarity, the Parties acknowledge that the Securities may not be pledged in violation of the foregoing sentence. (iv) In the event of a Transfer constituting a pledge of Securities or other grant of a lien or security interest therein, directly or indirectly, the beneficiary of such pledge, lien or security interest, in lieu of executing a joinder to become a party hereto, shall execute and deliver a joinder agreeing to be bound by all of the provisions of this Agreement with respect to the Securities so pledged or subjected to such lien or security interest, except as otherwise provided in Section 3.2(f)(ii), Section 3.3(f) and Section 3.5(a). (v) Any Transfer or attempted Transfer of Securities in violation of any provision of this Agreement shall be null and void.

Related Provisions. (a) In connection with any registration of Registrable Securities pursuant to paragraph 2.1 or 2.2, the Company will: (i) Notwithstanding anything furnish to the contrary in this Agreement, no Transfers shall be permitted by either Harbinger or Pinnacle (A) if Holder such Transfer would violate any Applicable Law or involve a Transfer to a Non-Qualified Person, (B) without the prior written consent number of conformed copies of the Board Registration Statement and the Majority Partyof each amendment or supplement thereto (in each case including not more than two copies of all exhibits), if such Transfer would impair a material license or regulatory approval number of copies of the Company Prospectus included in the Registration Statement (or including each preliminary Prospectus and any of its Subsidiaries) or cause a change of control of any such license without summary Prospectus), in conformity with the Company having received all required approvals of Governmental Authorities and other required approvals, or (C) without the prior written consent of the Board (which shall not be unreasonably withheld) if such Transfer would cause the Company or its Subsidiaries to be subject to the reporting requirements of the Exchange 1933 Act., any documents incorporated by reference in the Registration Statement or Prospectus, and such other documents, as the Holder may reasonably request; (ii) Any transferee use its best efforts to register or Entity Affiliate qualify all Registrable Securities and other securities covered by the Registration Statement under such other securities or blue sky laws of Harbinger such jurisdictions in the United States, Canada, Japan, Hong Kong and western Europe as the Holder shall reasonably request, and do any and all other acts and things which may be necessary or Pinnacleadvisable to enable the Holder to consummate the disposition in any such reasonably requested jurisdiction of the Registrable Securities covered by such Registration Statement, except that the Company shall not for any such purpose be required to qualify generally to do business as applicablea foreign corporation in any jurisdiction wherein it is not so qualified, that after or to subject itself to taxation in any such jurisdiction, or to consent to general service of process of any such jurisdiction; (iii) furnish to the Holder the following letters: (A) a signed counterpart of an opinion of counsel for the Company, dated the effective date of such Registration Statement (except, if such registration involves an underwritten public offering, such opinion shall be dated the date of this Agreement acquires the closing under the underwriting agreement), covering such matters as the Holder, or its counsel, may reasonably request; and (B) a letter signed by the independent public accountants who have certified the Company's financial statements included in the Registration Statement, covering such matters as the Holder, or its counsel, may reasonably request; such letters or opinions shall be in the form as is customary for similar letters or opinions, so long as such form is acceptable to the managing underwriters, if any, of such offering; (iv) promptly notify the Holder of Registrable Securities covered by such Registration Statement at any time when a Prospectus relating thereto is required to be delivered under the 1933 Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of the Holder prepare and furnish to the Holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and (v) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its securityHolder, as soon as reasonably practicable, but in no event more than eighteen (18) months after the effective date of such Registration Statement, an earnings statement covering a period of at least twelve (12) months after the effective date of such Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the 1933 Act. The Company may require the Holder to furnish the Company such information regarding the Holder and the distribution of such securities by the Holder as the Company may from time to time reasonably request in writing or as shall be required by law or by the SEC in connection therewith. (b) If requested by the underwriters for any offering pursuant to a Registration Request under paragraph 2.1, above, the Company will enter into an underwriting agreement with such underwriters for such offering, such agreement to contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions including, without limitation, agreements to indemnify and to contribute to the effect and to the extent provided in paragraphs 3.1 and 3.2, respectively. (c) If the Company at any time proposes to register any of its Common Stock or convertible debt securities that are convertible into Common Stock under the 1933 Act (other than pursuant to a request made under paragraph 2.1, above), whether or not for sale for its own account, and such securities are to be distributed by or through one or more underwriters, the Company will make reasonable efforts, if requested by one Holder to arrange for such underwriters to include such Registrable Securities among those securities to be distributed by or through such underwriters; PROVIDED that the Holder may request registration of Securities only if the Company is registering its Common Stock in a Transfer or public offering other acquisition in accordance with than any public offering of the terms and conditions Company's Common Stock which is consummated during the nine month period following the date hereof; PROVIDED, FURTHER, HOWEVER, that for purposes of this Agreement shallsentence, as a condition precedent to effectiveness reasonable efforts shall not require the Company or any other seller of the Transfer securities proposed to be distributed by or other acquisition through such underwriters to reduce the amount or net sale price of such Securities, (A) become a securities proposed to be so distributed. The Holder shall be party to this Agreement by completing any such underwriting agreement and executing a counterpart signature page the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of the Holder. (d) In the case of any registration pursuant to paragraph 2.1 or joinder to this Agreement 2.2 which shall be in a form reasonably satisfactory to connection with an underwritten public offering, the Company and the Majority PartyHolder agrees, if so required in writing delivered to the Holder by the managing underwriter or underwriters, not to effect any public sale or distribution of Registrable Securities (B) assume the rights and obligations under this Agreement of the transferor other than as part of such Securities as they relate underwritten public offering): (i) within thirty (30) days prior to the effective date of such transferred Securities Registration Statement, or (including without limitation ii) thereafter until the transfer restrictions set forth in Article 3 later of one hundred eighty (180) days after the effective date of such Registration Statement and the preemptive rights set forth in Article 4), (C) execute date on which all securities under such other agreements or documents as may reasonably be requested by the Company and the Majority Party, (D) obtain all regulatory approvals needed in connection with such Transfer or acquisition, (E) deliver such signature page and, if applicable, other agreements and documents to the Company, and (F) to the extent the Transfer and/or other acquisition of Securities by such transferee or Entity Affiliate results in such transferee or Entity Affiliate, together with its Entity Affiliates, owning at least fifty percent (50%) of the Equity Voting Power, reaffirm in writing the effectiveness of the Pinnacle Management Agreement in accordance with its terms. Such Person shall, upon satisfaction of such conditions and its acquisition of such Securities in compliance with this Agreement, be a party to this Agreement for all purposes hereunderRegistration Statement are sold. (iii) Any Transfer constituting a pledge of Securities or other grant of a lien or security interest therein, directly or indirectly, for any debt or other obligation must be made pursuant to a bona fide credit agreement, loan agreement, indenture or other agreement pursuant to which credit is extended or made available by an unaffiliated third party to the party making such pledge or granting such lien or security interest. For purposes of clarity, the Parties acknowledge that the Securities may not be pledged in violation of the foregoing sentence. (iv) In the event of a Transfer constituting a pledge of Securities or other grant of a lien or security interest therein, directly or indirectly, the beneficiary of such pledge, lien or security interest, in lieu of executing a joinder to become a party hereto, shall execute and deliver a joinder agreeing to be bound by all of the provisions of this Agreement with respect to the Securities so pledged or subjected to such lien or security interest, except as otherwise provided in Section 3.2(f)(ii), Section 3.3(f) and Section 3.5(a). (v) Any Transfer or attempted Transfer of Securities in violation of any provision of this Agreement shall be null and void.

Related Provisions. (i) Notwithstanding anything to Each member of management who receives Series B Warrants or Series C Warrants shall execute an enforceable agreement with the contrary in this Agreement, no Transfers Reorganized Company containing non-compete provisions standard for the industry. - The Plan shall be permitted by either Harbinger or Pinnacle (A) if such Transfer would violate any Applicable Law or involve a Transfer to a Non-Qualified Person, (B) without the prior written consent provide that all causes of the Board and the Majority Party, if such Transfer would impair a material license or regulatory approval action of the Company (or any of its Subsidiaries) or cause a change of control of any such license without the Company having received all required approvals of Governmental Authorities and other required approvals, or (C) without the prior written consent of the Board (which shall not be unreasonably withheld) if such Transfer would cause the Company or its Subsidiaries to be subject to the reporting requirements of the Exchange Act. (ii) Any transferee or Entity Affiliate of Harbinger or Pinnacle, as applicable, that after on the date of this Agreement acquires any Securities in a Transfer or other acquisition in accordance with Term Sheet, and all causes of action created by the terms and conditions of this Agreement shall, as a condition precedent to effectiveness filing of the Transfer or other acquisition Chapter 11 Case, shall be preserved for the benefit of such Securitiesthe Reorganized Company, (A) become a party to this Agreement by completing provided, however, that the Plan may contain release and executing a counterpart signature page or joinder to this Agreement in a form reasonably satisfactory to exculpatory SCHEDULE 1 TERM SHEET TO LOCKUP AGREEMENT REGARDING CHAPTER 11 RESTRUCTURING OF METAL MANAGEMENT, INC. provisions for the benefit of current and former officers and directors of the Company limited to acts and the Majority Partyomissions in their capacity as officers and directors. However, (B) assume the rights any release and obligations under this Agreement exculpation provisions of the transferor of such Securities as they relate Plan shall not be applicable to such transferred Securities (including without limitation the transfer restrictions set forth i) avoidance actions listed in Article 3 and the preemptive rights set forth in Article 4Bankruptcy Code Section 550(a), (Cii) execute all such other agreements borrowed money, (ii) employment contracts, (iii) consulting contracts, (iv) the receipt of transfers from the Company, direct or documents as may reasonably be requested indirect, in connection with acquisitions by the Company and the Majority Partyof subsidiaries, (D) obtain all regulatory approvals needed in connection with such Transfer business enterprises or acquisition, (E) deliver such signature page and, if applicable, other agreements and documents to the Companymaterial assets, and (Fv) any acts or omissions that constitute gross negligence, fraud, or willful misconduct. - The Company represents that all material property of the Company is subject to a non-avoidable perfected security interest in favor of the lenders under the SCF. - The Company will not assume or seek to assume (as that term is used in Section 365 of the Bankruptcy Code) any employment, consulting or similar contract, except pursuant to prior agreement with the Committee, - The Company promptly shall deliver to the Committee copies of all notes, guaranties, consulting agreements, non-compete agreements and other documents relevant to the unsecured claims of Davix Xxxxxxx, xxd any related guaranty claims. Plan classification and treatment of such claims are subject to Committee consent. To the extent such claims implicate key management, they will be evaluated in the Transfer and/or other acquisition context of Securities by such transferee or Entity Affiliate results in such transferee or Entity Affiliate, together with its Entity Affiliates, owning at least fifty percent (50%) a global resolution of the Equity Voting Power, reaffirm in writing the effectiveness of the Pinnacle Management Agreement in accordance with its terms. Such Person shall, upon satisfaction of such conditions and its acquisition of such Securities in compliance with this Agreement, be a party to this Agreement for all purposes hereunderkey management equity incentive plan. (iii) Any Transfer constituting a pledge of Securities or other grant of a lien or security interest therein, directly or indirectly, for any debt or other obligation must be made pursuant to a bona fide credit agreement, loan agreement, indenture or other agreement pursuant to which credit is extended or made available by an unaffiliated third party to the party making such pledge or granting such lien or security interest. For purposes of clarity, the Parties acknowledge that the Securities may not be pledged in violation of the foregoing sentence. (iv) In the event of a Transfer constituting a pledge of Securities or other grant of a lien or security interest therein, directly or indirectly, the beneficiary of such pledge, lien or security interest, in lieu of executing a joinder to become a party hereto, shall execute and deliver a joinder agreeing to be bound by all of the provisions of this Agreement with respect to the Securities so pledged or subjected to such lien or security interest, except as otherwise provided in Section 3.2(f)(ii), Section 3.3(f) and Section 3.5(a). (v) Any Transfer or attempted Transfer of Securities in violation of any provision of this Agreement shall be null and void.

Related Provisions. (i) Notwithstanding anything The Company may include in any Registration Statement filed pursuant to this Section 2 other Company Securities for sale for its own account or for the contrary in this Agreement, no Transfers shall be permitted by either Harbinger or Pinnacle (A) if such Transfer would violate account of any Applicable Law or involve a Transfer to a Non-Qualified other Person, (B) without the prior written consent of the Board and the Majority Party, if such Transfer would impair a material license or regulatory approval of the Company (or any of its Subsidiaries) or cause a change of control of any such license without the Company having received all required approvals of Governmental Authorities and other required approvals, or (C) without the prior written consent of the Board (which shall not be unreasonably withheld) if such Transfer would cause the Company or its Subsidiaries to be subject to the reporting requirements of the Exchange ActSection 2(f). (ii) Any transferee or Entity Affiliate Subject to the limitations contained in this Agreement, the Company shall effect any Demand Registration on such appropriate registration form of Harbinger or Pinnacle, the Commission (A) as applicable, that after shall be selected by the date Company and (B) as shall permit the disposition of this Agreement acquires any the Registrable Securities in a Transfer or other acquisition in accordance with the terms intended method or methods of disposition specified in the Demand Notice; provided that if the Company becomes, and conditions is at the time of this Agreement shallits receipt of a Demand Notice, as a condition precedent WKSI, the Demand Registration for any offering and selling of Registrable Securities shall be effected pursuant to effectiveness of an Automatic Shelf Registration Statement, which shall be on Form S-3 or any equivalent or successor form under the Transfer or other acquisition of such Securities, Securities Act (A) become if available to the Company). If at any time a party to this Agreement by completing Registration Statement on Form S-3 is effective and executing a counterpart signature page or joinder to this Agreement in a form reasonably satisfactory Holder provides written notice to the Company and the Majority Party, (B) assume the rights and obligations under this Agreement that it intends to effect an offering of all or part of the transferor of Registrable Securities included on such Securities as they relate to Registration Statement, the Company will amend or supplement such transferred Securities (including without limitation the transfer restrictions set forth in Article 3 and the preemptive rights set forth in Article 4), (C) execute all such other agreements or documents Registration Statement as may reasonably be requested by the Company and the Majority Party, (D) obtain all regulatory approvals needed necessary in connection with order to enable such Transfer or acquisition, (E) deliver such signature page and, if applicable, other agreements and documents offering to the Company, and (F) to the extent the Transfer and/or other acquisition of Securities by such transferee or Entity Affiliate results in such transferee or Entity Affiliate, together with its Entity Affiliates, owning at least fifty percent (50%) of the Equity Voting Power, reaffirm in writing the effectiveness of the Pinnacle Management Agreement in accordance with its terms. Such Person shall, upon satisfaction of such conditions and its acquisition of such Securities in compliance with this Agreement, be a party to this Agreement for all purposes hereundertake place. (iii) Any Transfer constituting a pledge of Securities or other grant of a lien or security interest thereinWithout limiting Section 3, directly or indirectly, for in connection with any debt or other obligation must be made Registration Statement filed pursuant to a bona fide credit agreement, loan agreement, indenture or other agreement pursuant to which credit is extended or made available by an unaffiliated third party to the party making such pledge or granting such lien or security interest. For purposes of clarityand in accordance with this Section 2, the Parties acknowledge Company shall (A) promptly prepare and file or cause to be prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to register or qualify the securities subject to such Registration Statement, including under the securities laws of such jurisdictions as the Holders shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would become subject to general service of process or to taxation or qualification to do business in such jurisdiction solely as a result of registration and (2) such forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for listing or to list the Registrable Securities subject to such Registration Statement on the Trading Market and (B) do any and all other acts and things that may not be pledged reasonably necessary or appropriate or reasonably requested by the Holders to enable the Holders to consummate a public sale of such Registrable Securities in violation accordance with the intended timing and method or methods of the foregoing sentencedistribution thereof. (iv) In the event a Holder transfers Registrable Securities included on a Registration Statement filed pursuant to this Section 2 and such Registrable Securities remain Registrable Securities following such transfer, at the request of a Transfer constituting a pledge of Securities or other grant of a lien or security interest therein, directly or indirectlysuch Holder, the beneficiary of Company shall amend or supplement such pledgeRegistration Statement as may be necessary in order to enable such transferee to offer and sell such Registrable Securities pursuant to such Registration Statement; provided that in no event shall the Company be required to file a post-effective amendment to the Registration Statement unless (A) such Registration Statement includes only Registrable Securities held by the Holder, lien or security interest, in lieu of executing a joinder to become a party hereto, shall execute and deliver a joinder agreeing to be bound by all Affiliates of the provisions Holder or transferees of this Agreement with respect to the Holder or (B) the Company has received written consent therefor from a Person for whom Registrable Securities so pledged have been registered on (but not yet sold under) such Registration Statement, other than the Holder, Affiliates of the Holder or subjected to such lien or security interest, except as otherwise provided in Section 3.2(f)(ii), Section 3.3(f) and Section 3.5(a)transferees of the Holder. (v) Any Transfer or attempted Transfer of Securities in violation of any provision of this Agreement shall be null and void.

Related Provisions. (i) Notwithstanding anything to the contrary in this Agreement, no Transfers shall be permitted by either Harbinger or Pinnacle (A) if such Transfer would violate any Applicable Law or involve a Transfer to a Non-Qualified Person, (B) without the prior written consent of the Board and the Majority Party, if such Transfer would impair a material license or regulatory approval of the Company (or any of its Subsidiaries) or cause a change of control of any such license without the Company having received all required approvals of Governmental Authorities and other required approvals, or (C) without the prior written consent of the Board (which shall not be unreasonably withheld) if such Transfer would cause the Company or its Subsidiaries to be subject to the reporting requirements of the Exchange Act. (ii) Any transferee or Entity Affiliate of Harbinger or Pinnacle, as applicable, that after the date of this Agreement acquires any Securities in a Transfer or other acquisition in accordance with the terms and conditions of this Agreement shall, as a condition precedent to effectiveness of the Transfer or other acquisition of such Securities, (A) become a party to this Agreement by completing and executing a counterpart signature page or joinder to this Agreement in a form reasonably satisfactory to the Company and the Majority Party, (B) assume the rights and obligations under this Agreement of the transferor of such Securities as they relate to such transferred Securities (including without limitation the transfer restrictions set forth in Article 3 and the preemptive rights set forth in Article 4), (C) execute all such other agreements or documents as may reasonably be requested by the Company and the Majority Party, (D) obtain all regulatory approvals needed in connection with such Transfer or acquisition, (E) deliver such signature page and, if applicable, other agreements and documents to the Company, and (F) to the extent the Transfer and/or other acquisition of Securities by such transferee or Entity Affiliate results in such transferee or Entity Affiliate, together with its Entity Affiliates, owning at least fifty percent (50%) of the Equity Voting Power, reaffirm in writing the effectiveness of the Pinnacle Management Agreement in accordance with its terms. Such Person shall, upon satisfaction of such conditions and its acquisition of such Securities in compliance with this Agreement, be a party to this Agreement for all purposes hereunder. (iii) Any Subject to the restrictions on Liens under Sections 6.5(k), 6.6(k), 6.9(k), 6.10(k), 6.11(k), 6.12(k), 6.13(k) and 6.14(k), any Transfer constituting a pledge of Securities or other grant of a lien or security interest therein, directly or indirectly, for any debt or other obligation must be made pursuant to a bona fide credit agreement, loan agreement, indenture or other agreement pursuant to which credit is extended or made available by an unaffiliated third party to the party making such pledge or granting such lien or security interest. For purposes of clarity, the Parties acknowledge that the Securities may not be pledged in violation of the foregoing sentence. (iv) In Subject to the restrictions on Liens under Sections 6.5(k), 6.6(k), 6.9(k), 6.10(k), 6.11(k), 6.12(k), 6.13(k) and 6.14(k), in the event of a Transfer constituting a pledge of Securities or other grant of a lien or security interest therein, directly or indirectly, the beneficiary of such pledge, lien or security interest, in lieu of executing a joinder to become a party hereto, shall execute and deliver a joinder agreeing to be bound by all of the provisions of this Agreement with respect to the Securities so pledged or subjected to such lien or security interest, except as otherwise provided in Section 3.2(f)(ii), Section 3.3(f) and Section 3.5(a). (v) Any Transfer or attempted Transfer of Securities in violation of any provision of this Agreement shall be null and void.

Related Provisions. (a) In connection with any registration of Registrable Securities pursuant to Section 2 or 3, the Company will: (i) Notwithstanding anything furnish to each seller of Registrable Securities such number of conformed copies of the registration statement and of each amendment or supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in the registration statement (including each preliminary prospectus and any summary prospectus), in conformity with applicable registration requirements, any documents incorporated by reference in the registration statement or prospectus, such number of copies of the listing particulars, in conformity with the requirements of the Securities Act, and such other documents as such seller may reasonably request; (ii) after the filing of the registration statement, promptly notify each Selling Investor covered by such registration statement of any stop order issued or threatened by the Commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered; (iii) use its best efforts to register or qualify all Registrable Securities and other securities covered by the registration statement under such other securities or blue sky laws of such jurisdictions as each seller shall reasonably request, and do any and all other acts and things which may be necessary or advisable to enable such seller to consummate the disposition in such jurisdiction of its Registrable Securities covered by such registration statement, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, or to subject itself to taxation in any such jurisdiction, or to consent to general service of process of any such jurisdiction; (iv) promptly notify each seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under applicable regulation, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of any such seller or holder prepare and furnish to such seller and holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the contrary purchasers of such Registrable Securities or securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in this Agreementthe light of the circumstances then existing; (v) enter into customary agreements (including, if the method of distribution is by means of an underwriting, an underwriting agreement in customary form in accordance with Section 4(b)) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities to be so included in the registration statement; (vi) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, but in no Transfers event more than eighteen months after the effective date of such registration statement, an earnings statement covering a period of at least twelve months after the effective date of such registration statement, which earnings statement shall be permitted by either Harbinger or Pinnacle satisfy the provisions of Section 11(a) of the Act and rules and regulations promulgated thereunder; and (vii) use its best efforts (A) if such Transfer would violate any Applicable Law to list the Registrable Securities on each securities exchange on which Ordinary Shares are then listed and to be on or involve a Transfer to a Non-Qualified Personremain listed on, (B) without to assist the prior written consent of Holder to prepare and distribute the Board U.S. prospectus and the Majority Partywhichever other documents may be required, if such Transfer would impair a material license or regulatory approval of the Company (or any of its Subsidiaries) or cause a change of control of any such license without the Company having received all required approvals of Governmental Authorities as soon as practicable and other required approvals, or (C) without to provide a transfer agent and registration for such Registrable Securities covered by such registration statement not later than the prior written consent effective date of such registration statement. (viii) before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company will furnish to the Holders and to one counsel selected by the Holders of a majority of the Board Registrable Securities covered by such registration statement to represent all Holders of Registrable Securities covered by such registration statement, copies of all documents proposed to be filed (including, if requested, all documents to be incorporated by reference in such registration statement, prospectus, amendment or supplement), which shall not be unreasonably withheld) if such Transfer would cause the Company or its Subsidiaries to documents will be subject to the reporting requirements review of such counsel and the Company shall not file any registration or amendment or supplement thereto (excluding any document incorporated by reference in such registration statement, prospectus, amendment or supplement) if the Holders' counsel shall reasonably object, in writing, on a timely basis as to a matter affecting the liability of any Holder or the rights of the Exchange ActHolders under this Agreement; provided, that any such objecting party and the Company shall use their good faith efforts to resolve such party's objections on a basis reasonably satisfactory for such party and the Company which will permit such filing; provided, further, that nothing in this clause (viii) shall be construed to require the consent of any Holder or its counsel to the filing of any document incorporated by reference in any registration statement, prospectus, amendment or supplement; (ix) use its reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities; (x) obtain a "cold comfort" letter or letters from the Company's independent public accountants in customary form and covering matters of the type customarily covered by "cold comfort" letters as the seller or sellers of a majority of such Registrable Securities shall reasonably request; and (xi) make available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter participating in any disposition to be effected pursuant to such registration statement and by the attorney acting on behalf of the Holders as provided in Section 1 or representing any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company's officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such seller and pertinent to the disclosure, requirements relating to the registration and the distribution of such securities as the Company may from time to time reasonably request in writing or as shall be required by law or by any regulatory agency in connection therewith. (iib) Any transferee If requested by the underwriters for any offering pursuant to a registration requested under Section 2, above, the Company will enter into an underwriting agreement with such underwriters for such offering, such agreement to contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, agreements to indemnify and to contribute to the effect and to the extent provided in Sections 7 and 8, respectively, (c) If the Company at any time proposes to register any of its securities in the United States (other than pursuant to a request made under Section 2 above), whether or Entity Affiliate of Harbinger not for sale for its own account, and such securities are to be distributed by or Pinnaclethrough one or more underwriters, as applicablethe Company will make reasonable efforts, if requested by any Selling Investor, to arrange for such underwriters to include such Registrable Securities among those securities to be distributed by or through such underwriters; provided, however, that after the date for purposes of this Agreement acquires sentence, reasonable efforts shall not require the Company or any other seller of the securities proposed to be distributed by or through such underwriters to reduce the amount or net sale price of such securities proposed to be so distributed. The Holders of the Registrable Securities in a Transfer or on whose behalf Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other acquisition in accordance with agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Holders of Registrable Securities. If any Holder of Registrable Securities disapproves of the terms and conditions of this Agreement shall, as a condition precedent to effectiveness of the Transfer or other acquisition underwriting, such Holder may elect to withdraw all of such Securities, (A) become a party to this Agreement its Registrable Securities by completing and executing a counterpart signature page or joinder to this Agreement in a form reasonably satisfactory written notice to the Company and the Majority Partymanaging underwriter. The securities so withdrawn shall also be withdrawn from registration. (d) In the case of any registration pursuant to Section 2 or 3 which shall be in connection with an underwritten public offering, (B) assume the rights and obligations under this Agreement of the transferor of such Securities as they relate to such transferred Securities (including without limitation the transfer restrictions set forth in Article 3 and the preemptive rights set forth in Article 4), (C) execute all such other agreements or documents as may reasonably be requested by the Company and the Majority Party, (D) obtain all regulatory approvals needed in connection with such Transfer or acquisition, (E) deliver such signature page andeach Holder of Registrable Securities agrees, if applicableso required by the managing underwriter or underwriters, not to effect any public sale or distribution of Registrable Securities (other agreements and documents than as part of such underwritten public offering): (i) within 30 days prior to the scheduled effective date of such registration statement, as notified by the Company, or (ii) thereafter until 180 days (or such lesser period as the managing underwriters may permit) after the effective date of such registration statement. (e) For so long as the Ordinary Shares are registered under the Exchange Act, the Company covenants and (Fagrees to timely file all reports and other information required to be filed by Section 13 or 15(d) under the Exchange Act and to take such further actions as any Holder may reasonable request, to the extent required from time to time to enable any Holder to sell the Transfer and/or other acquisition of Registrable Securities by such transferee or Entity Affiliate results in such transferee or Entity Affiliate, together with its Entity Affiliates, owning at least fifty percent (50%) without registration under the Securities Act within the limitation of the Equity Voting Powerexemption provided by Rule 144 under the Securities Act, reaffirm in writing as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the effectiveness of the Pinnacle Management Agreement in accordance with its termsCommission. Such Person shall, upon satisfaction of such conditions and its acquisition of such Securities in compliance with this Agreement, be a party to this Agreement for all purposes hereunder. (iii) Any Transfer constituting a pledge of Securities or other grant of a lien or security interest therein, directly or indirectly, for Upon any debt or other obligation must be made pursuant to a bona fide credit agreement, loan agreement, indenture or other agreement pursuant to which credit is extended or made available by an unaffiliated third party to the party making such pledge or granting such lien or security interest. For purposes of clarityHolder's request, the Parties acknowledge that the Securities may not be pledged in violation of the foregoing sentence. (iv) In the event of a Transfer constituting a pledge of Securities or other grant of a lien or security interest therein, directly or indirectly, the beneficiary of such pledge, lien or security interest, in lieu of executing a joinder to become a party hereto, shall execute and Company will deliver a joinder agreeing to be bound by all of the provisions of this Agreement with respect to the Securities so pledged or subjected to such lien or security interest, except Holder a written statement as otherwise provided in Section 3.2(f)(ii), Section 3.3(f) and Section 3.5(a)to whether it has complied with such reporting requirements. (v) Any Transfer or attempted Transfer of Securities in violation of any provision of this Agreement shall be null and void.