Common use of Restrictions on Transfer of Common Stock Clause in Contracts

Restrictions on Transfer of Common Stock. Without PRAECIS' prior written consent, neither Purchaser nor any of its Affiliates will, directly or indirectly, sell, transfer, pledge or otherwise dispose of any Shares, or any interest therein, except (i) a transfer pursuant to an effective registration statement under the Securities Act; (ii) a transfer of Shares complying with Rule 144 as in effect on the date of such transfer and as applied to Purchaser and its Affiliates (but only a sale pursuant to a "brokers' transaction" as defined in clauses (i) and (ii) of paragraph (g) of Rule 144 as in effect on the date hereof); (iii) to PRAECIS, pursuant to a self-tender offer or otherwise; (iv) to an Affiliate of Purchaser (which, for purposes of this Section 4.2(iv) only, shall include any corporation or other business organization to which Purchaser shall sell all or substantially all of its assets or with which it shall be merged), provided that such Affiliate agrees in writing with PRAECIS that it will be bound by the provisions of this Agreement applicable to the Purchaser; (v) to a third party pursuant to a tender offer recommended by PRAECIS' Board of Directors; (vi) pursuant to or in connection with a merger or consolidation in which PRAECIS will be the acquired corporation, a sale or disposition of all or substantially all of PRAECIS' assets or a plan of liquidation or dissolution of PRAECIS, which, in any such case is approved by the stockholders of PRAECIS; (vii) pursuant to a bona fide pledge of the Shares to secure indebtedness for borrowed money (and not to circumvent the provisions of this Article IV) in which the pledgee agrees in writing that, upon any transfer of the Shares to such pledgee, such Shares shall remain subject to the restrictions set forth in this Agreement; or (viii) in other bona fide sales for cash made to third parties pursuant to an exemption from the registration requirements of the Securities Act if, prior to any such sale, PRAECIS shall have failed (A) to unconditionally agree in writing, within 20 days after PRAECIS' receipt of written notice from Purchaser of the proposed sale, to purchase for cash the Shares to be included in such sale at the same cash price offered by the third-party purchaser, and (B) to conclude such purchase within 45 days after PRAECIS' receipt of such written notice from Purchaser, provided however, that the provisions of this clause (viii) shall be applicable only with respect to sales and transfers made from and after (1) Purchaser has no actual knowledge (without any independent duty of inquiry) that such third party purchaser beneficially owns or, after giving effect to such proposed sale would beneficially own, more than 5% of the then outstanding shares of Common Stock and (2) such third party purchaser agrees in writing with PRAECIS that it will be bound by the provisions of this Agreement applicable to the Purchaser or any Affiliate thereof. Subject to the last sentence of this Section 4.2, for purposes of this Article IV, the term "Shares" shall include all shares of Common Stock beneficially owned by Purchaser or any of its Affiliates, including without limitation any Warrant Shares and any Additional Shares. Notwithstanding anything to the contrary in the foregoing, with respect to any person or entity bound by this Agreement, the transfer restrictions set forth in this Article IV shall cease to apply with respect to such person or entity at the time such person or entity does not beneficially own any (i) Shares (excluding for this purpose, any Additional Shares which may still be owned by such person or entity) or (ii) Warrant Shares.

Restrictions on Transfer of Common Stock. Without PRAECIS' prior written consent(a) Notwithstanding anything to the contrary in ARTICLE IV, neither Purchaser nor during the period commencing on the date hereof and ending on the date that is eighteen (18) months following the date of this Agreement (the “Lockup Period” ), Platinum shall not Transfer any shares of its Affiliates will, directly or indirectly, sell, transfer, pledge Common Stock Beneficially Owned or otherwise dispose of any Shares, or any interest therein, except held by it other than (i) a transfer pursuant to an effective registration statement under the Securities Act; in accordance with Section 3.1(f), (ii) upon approval by each of Blackstone and ECP (each, while it owns 5% or more of the Common Stock on a transfer fully diluted basis (calculated using the treasury stock method), and in such capacity a “Qualifying Stockholder”), (iii) in a Transfer that is part of Shares complying with Rule 144 a transaction unanimously approved by the Board or (iv) subject to Section 3.1(b), in a Transfer in which the consideration paid or payable for such shares of Common Stock equals or exceeds $8 per share as in effect on adjusted for stock splits, dividends, reorganizations, recapitalizations and the like (the “Trigger Price”). (b) At least ten (10) Business Days prior to the anticipated closing date of a Transfer in accordance with Section 3.1(a)(iv) that is a registered underwritten public follow-on offering (a “Trigger Transfer” ), Platinum shall notify (the “Trigger Notice” ) each Qualifying Stockholder and Capitol. Each of the Qualifying Stockholders and Capitol and their respective Affiliates that notifies Platinum within five (5) Business Days following its receipt of the Trigger Notice of its desire to participate in such transfer Trigger Transfer (a “Participating Stockholder” ) shall have the right to participate in such Trigger Transfer in accordance with the provisions set forth in Section 3.1(c) and Section 3.1(d), as applied applicable. (c) With respect to Purchaser and its Affiliates the first $200,000,000 in total proceeds raised in Trigger Transfers during the Lockup Period, each Participating Stockholder (but only other than Capitol) shall have the right to sell a sale pursuant number of shares of Common Stock equal to a "brokers' transaction" as defined in clauses the lesser of (i) the number of shares of Common Stock that Platinum sells in such Trigger Transfer and (ii) the number of paragraph shares of Common Stock that such Participating Stockholder desires to sell in such Trigger Transfer; provided, however, that to the extent a Participating Stockholder (gother than Capitol) desires to sell less than the number of Rule 144 as shares of Common Stock that Platinum sells in effect on such Trigger Transfer, Platinum and the date hereof); other Participating Stockholders (iiiother than Capitol) shall be entitled to PRAECIS, pursuant each additionally sell an equal percentage of the amount of such deficit. Capitol shall have the right to participate in a Trigger Transfer contemplated by this Section 3.1(c) in which ECP is a Participating Stockholder with respect to a self-tender offer or otherwise; number of shares of Common Stock equal to the product of (ivx) the number of shares of Common Stock ECP has a right to an Affiliate of Purchaser (which, for purposes of this Section 4.2(iv) only, shall include any corporation or other business organization to which Purchaser shall sell all or substantially all of its assets or in such Trigger Transfer in accordance with which it shall be merged), provided that such Affiliate agrees in writing with PRAECIS that it will be bound by the provisions of this Agreement applicable paragraph (disregarding any reduction thereof in accordance with this sentence) times (y) a fraction, the denominator of which is the number of shares of Common Stock held by both ECP and Capitol and the numerator of which is the number of shares of Common Stock held by Capitol, and the number of shares of Common Stock that ECP has a right to sell in such Trigger Sale shall be reduced by the number of shares of Common Stock that Capitol elects to sell pursuant to this sentence. (d) With respect to total proceeds in excess of $200,000,000 raised in Trigger Transfers during the Lockup Period, each Participating Stockholder shall have the right to sell a number of shares of Common Stock equal to the Purchaser; lower of (vi) the product of (A) the number of shares of Common Stock subject to such Trigger Transfer times (B) a third party pursuant fraction, the denominator of which is the number of shares of Common Stock held by Platinum and the Participating Stockholders and the numerator of which is the number of shares of Common Stock held by such Participating Stockholder and (ii) the number of Shares of Common Stock that such Participating Stockholder desires to a tender offer recommended by PRAECIS' Board sell. (e) The Stockholders and the Company acknowledge and agree that: (i) notwithstanding anything to the contrary herein, the shares of Directors; (vi) pursuant Common Stock and warrants to or in connection with a merger or consolidation in which PRAECIS will be the acquired corporation, a sale or disposition purchase shares of all or substantially all of PRAECIS' assets or a plan of liquidation or dissolution of PRAECIS, whichCommon Stock, in any such case is approved each case, held by the stockholders of PRAECIS; (vii) pursuant to a bona fide pledge of the Shares to secure indebtedness for borrowed money (and not to circumvent the provisions of this Article IV) in which the pledgee agrees in writing that, upon any transfer of the Shares to such pledgee, such Shares Stockholder shall remain subject to the restrictions on Transfer under applicable securities Laws of any state, federal or foreign entity and the rules and regulations promulgated thereunder; and (ii) each certificate evidencing any shares of Common Stock held by a Stockholder and each certificate issued in exchange for or upon the Transfer of any shares of Common Stock held by a Stockholder (unless such shares are no longer subject to the restrictions on Transfer set forth in this Agreement; or (viii) in other bona fide sales for cash made to third parties pursuant to an exemption from the registration requirements of the Securities Act if, prior to any such sale, PRAECIS shall have failed (A) to unconditionally agree in writing, within 20 days after PRAECIS' receipt of written notice from Purchaser of the proposed sale, to purchase for cash the Shares to be included in such sale at the same cash price offered by the third-party purchaser, and (B) to conclude such purchase within 45 days after PRAECIS' receipt of such written notice from Purchaser, provided however, that the provisions of this clause (viiiARTICLE III) shall be applicable only stamped or otherwise imprinted with respect to sales and transfers made from and after (1) Purchaser has no actual knowledge (without any independent duty of inquiry) that a legend in substantially the form set forth in Section 2.1(e)(iv). The Company shall imprint such third party purchaser beneficially owns or, after giving effect to such proposed sale would beneficially own, more than 5% of legend on certificates evidencing the then outstanding shares of Common Stock and (2) such third party purchaser agrees in writing with PRAECIS that it will held by each Stockholder. The legend set forth above shall be bound by removed from the provisions of this Agreement applicable to the Purchaser or certificates evidencing any Affiliate thereof. Subject to the last sentence of this Section 4.2, for purposes of this Article IV, the term "Shares" shall include all shares of Common Stock beneficially owned held by Purchaser or any of its Affiliates, including without limitation any Warrant Shares and any Additional Shares. a Stockholder that are no longer subject to the restrictions on Transfer set forth in this ARTICLE III. (f) Notwithstanding anything to the contrary in this ARTICLE III, Transfers of shares of Common Stock and warrants to purchase shares of Common Stock are permitted (i) to Permitted Transferees who shall (A) be subject to the foregoingrestrictions in this ARTICLE III as if they were the original holders of such shares or warrants and (B) promptly Transfer such shares or warrants back to the applicable Shareholder if they cease to be a Permitted Transferee for any reason prior to the date such shares or warrants become freely Transferable in accordance herewith; (ii) in the case of an individual, with respect by a gift to any person a member of the individual’s immediate family or entity bound by this Agreementto a trust, the transfer restrictions set forth in this Article IV shall cease to apply with respect to beneficiary of which is a member of one of the individual’s immediate family, an Affiliate of such person or entity at to a charitable organization; (iii) in the time such person or entity does not beneficially own any (i) Shares (excluding for this purposecase of an individual, any Additional Shares which may still be owned by such person or entity) virtue of Laws of descent and distribution upon death of the individual; or (iiiv) Warrant Sharesin the case of an individual, pursuant to a qualified domestic relations order; provided, however, that these Transferees must become a party to this Agreement by executing and delivering such documents as may be necessary to make such Transferee a party hereto.

Restrictions on Transfer of Common Stock. Without PRAECIS' prior written consent(a) Notwithstanding anything to the contrary in ARTICLE IV, neither Purchaser nor during the period commencing on the Closing Date and ending on the date that is eighteen (18) months following the date of this Agreement (the “Lockup Period” ), Platinum shall not Transfer any shares of its Affiliates will, directly or indirectly, sell, transfer, pledge Common Stock Beneficially Owned or otherwise dispose of any Shares, or any interest therein, except held by it other than (i) a transfer pursuant to an effective registration statement under the Securities Act; in accordance with Section 3.1(f), (ii) upon approval by ECP (while it owns 5% or more of the Common Stock on a transfer fully diluted basis (calculated using the treasury stock method), and in such capacity a “Qualifying Stockholder”), (iii) in a Transfer that is part of Shares complying with Rule 144 a transaction unanimously approved by the Board or (iv) subject to Section 3.1(b), in a Transfer in which the consideration paid or payable for such shares of Common Stock equals or exceeds $8 per share as in effect on adjusted for stock splits, dividends, reorganizations, recapitalizations and the like (the “Trigger Price”). (b) At least ten (10) Business Days prior to the anticipated closing date of a Transfer in accordance with Section 3.1(a)(iv) that is a registered underwritten public follow-on offering (a “Trigger Transfer” ), Platinum shall notify (the “Trigger Notice” ) each Qualifying Stockholder and Capitol. Each of the Qualifying Stockholders and Capitol and their respective Affiliates that notifies Platinum within five (5) Business Days following its receipt of the Trigger Notice of its desire to participate in such transfer Trigger Transfer (a “Participating Stockholder” ) shall have the right to participate in such Trigger Transfer in accordance with the provisions set forth in Section 3.1(c) and Section 3.1(d), as applied applicable. (c) With respect to Purchaser and its Affiliates the first $200,000,000 in total proceeds raised in Trigger Transfers during the Lockup Period, each Participating Stockholder (but only other than Capitol) shall have the right to sell a sale pursuant number of shares of Common Stock equal to a "brokers' transaction" as defined in clauses the lesser of (i) the number of shares of Common Stock that Platinum sells in such Trigger Transfer and (ii) the number of paragraph shares of Common Stock that such Participating Stockholder desires to sell in such Trigger Transfer; provided, however, that to the extent a Participating Stockholder (gother than Capitol) desires to sell less than the number of Rule 144 as shares of Common Stock that Platinum sells in effect on such Trigger Transfer, Platinum and the date hereof); other Participating Stockholders (iiiother than Capitol) shall be entitled to PRAECIS, pursuant each additionally sell an equal percentage of the amount of such deficit. Capitol shall have the right to participate in a Trigger Transfer contemplated by this Section 3.1(c) in which ECP is a Participating Stockholder with respect to a self-tender offer or otherwise; number of shares of Common Stock equal to the product of (ivx) the number of shares of Common Stock ECP has a right to an Affiliate of Purchaser (which, for purposes of this Section 4.2(iv) only, shall include any corporation or other business organization to which Purchaser shall sell all or substantially all of its assets or in such Trigger Transfer in accordance with which it shall be merged), provided that such Affiliate agrees in writing with PRAECIS that it will be bound by the provisions of this Agreement applicable paragraph (disregarding any reduction thereof in accordance with this sentence) times (y) a fraction, the denominator of which is the number of shares of Common Stock held by both ECP and Capitol and the numerator of which is the number of shares of Common Stock held by Capitol, and the number of shares of Common Stock that ECP has a right to sell in such Trigger Transfer shall be reduced by the number of shares of Common Stock that Capitol elects to sell pursuant to this sentence. (d) With respect to total proceeds in excess of $200,000,000 raised in Trigger Transfers during the Lockup Period, each Participating Stockholder shall have the right to sell a number of shares of Common Stock equal to the Purchaser; lower of (vi) the product of (A) the number of shares of Common Stock subject to such Trigger Transfer times (B) a third party pursuant fraction, the denominator of which is the number of shares of Common Stock held by Platinum and the Participating Stockholders and the numerator of which is the number of shares of Common Stock held by such Participating Stockholder and (ii) the number of Shares of Common Stock that such Participating Stockholder desires to a tender offer recommended by PRAECIS' Board sell. (e) The Stockholders and the Company acknowledge and agree that: (i) notwithstanding anything to the contrary herein, the shares of Directors; (vi) pursuant Common Stock and warrants to or in connection with a merger or consolidation in which PRAECIS will be the acquired corporation, a sale or disposition purchase shares of all or substantially all of PRAECIS' assets or a plan of liquidation or dissolution of PRAECIS, whichCommon Stock, in any such case is approved each case, held by the stockholders of PRAECIS; (vii) pursuant to a bona fide pledge of the Shares to secure indebtedness for borrowed money (and not to circumvent the provisions of this Article IV) in which the pledgee agrees in writing that, upon any transfer of the Shares to such pledgee, such Shares Stockholder shall remain subject to the restrictions on Transfer under applicable securities Laws of any state, federal or foreign entity and the rules and regulations promulgated thereunder; and (ii) each certificate evidencing any shares of Common Stock held by a Stockholder and each certificate issued in exchange for or upon the Transfer of any shares of Common Stock held by a Stockholder (unless such shares are no longer subject to the restrictions on Transfer set forth in this Agreement; or (viii) in other bona fide sales for cash made to third parties pursuant to an exemption from the registration requirements of the Securities Act if, prior to any such sale, PRAECIS shall have failed (A) to unconditionally agree in writing, within 20 days after PRAECIS' receipt of written notice from Purchaser of the proposed sale, to purchase for cash the Shares to be included in such sale at the same cash price offered by the third-party purchaser, and (B) to conclude such purchase within 45 days after PRAECIS' receipt of such written notice from Purchaser, provided however, that the provisions of this clause (viiiARTICLE III) shall be applicable only stamped or otherwise imprinted with respect to sales and transfers made from and after (1) Purchaser has no actual knowledge (without any independent duty of inquiry) that a legend in substantially the form set forth in Section 2.1(e)(iv). The Company shall imprint such third party purchaser beneficially owns or, after giving effect to such proposed sale would beneficially own, more than 5% of legend on certificates evidencing the then outstanding shares of Common Stock and (2) such third party purchaser agrees in writing with PRAECIS that it will held by each Stockholder. The legend set forth above shall be bound by removed from the provisions of this Agreement applicable to the Purchaser or certificates evidencing any Affiliate thereof. Subject to the last sentence of this Section 4.2, for purposes of this Article IV, the term "Shares" shall include all shares of Common Stock beneficially owned held by Purchaser or any of its Affiliates, including without limitation any Warrant Shares and any Additional Shares. a Stockholder that are no longer subject to the restrictions on Transfer set forth in this ARTICLE III. (f) Notwithstanding anything to the contrary in this ARTICLE III, Transfers of shares of Common Stock and warrants to purchase shares of Common Stock are permitted (i) to Permitted Transferees who shall (A) be subject to the foregoingrestrictions in this ARTICLE III as if they were the original holders of such shares or warrants and (B) promptly Transfer such shares or warrants back to the applicable Stockholder if they cease to be a Permitted Transferee for any reason prior to the date such shares or warrants become freely Transferable in accordance herewith; (ii) in the case of an individual, with respect by a gift to any person a member of the individual’s immediate family or entity bound by this Agreementto a trust, the transfer restrictions set forth in this Article IV shall cease to apply with respect to beneficiary of which is a member of one of the individual’s immediate family, an Affiliate of such person or entity at to a charitable organization; (iii) in the time such person or entity does not beneficially own any (i) Shares (excluding for this purposecase of an individual, any Additional Shares which may still be owned by such person or entity) virtue of Laws of descent and distribution upon death of the individual; or (iiiv) Warrant Sharesin the case of an individual, pursuant to a qualified domestic relations order; provided, however, that these Transferees must become a party to this Agreement by executing and delivering such documents as may be necessary to make such Transferee a party hereto.

Restrictions on Transfer of Common Stock. Without PRAECIS' prior written consent(a) Other than in connection with the Merger Agreement and the transactions contemplated thereby or in accordance with Section 5(e), neither Purchaser nor no Shareholder may Transfer any of its Affiliates willshares of Common Stock or any warrants to purchase shares of Common Stock during the period commencing on the date hereof and ending on January 27, directly 2020. (b) Other than in connection with the Merger Agreement and the transactions contemplated thereby or indirectlyin accordance with Section 5(e), sellnotwithstanding anything to the contrary in the Registration Rights Agreement, transfer, pledge the Sponsors shall not Transfer any shares of Common Stock or warrants to purchase shares of Common Stock Beneficially Owned or otherwise dispose held by them until the earlier to occur of any Shares, or any interest therein, except (i) a transfer pursuant to an effective registration statement under the Securities Act; three year anniversary of the Effective Time and (ii) a transfer such time that ECP and the NESCO Holder (together with their Affiliates), collectively, either (A) have Transferred Common Stock resulting in proceeds to ECP and the NESCO Holder (together with their Affiliates) of Shares complying with Rule 144 at least $100,000,000, as reasonably determined by ECP in effect on good faith or (B) Beneficially Owns or otherwise directly or indirectly holds shares of Common Stock representing equal to or less than five percent of the date of such transfer the total number of shares of Common Stock then issued and as applied to Purchaser and its Affiliates outstanding (but only a sale pursuant to a "brokers' transaction" as defined in clauses the foregoing clause (i) and (ii) of paragraph (g) of Rule 144 as in effect on ), the date hereof“Sale Threshold”); (iii) to PRAECISprovided, pursuant to a self-tender offer or otherwise; (iv) to an Affiliate of Purchaser (which, that for purposes of this Section 4.2(iv) onlythe foregoing calculations of the Sale Threshold, Transfers to Permitted Transferees shall include any corporation or other business organization to which Purchaser not be included. ECP shall sell all or substantially all of its assets or with which it shall be merged), provided that such Affiliate agrees notify the Company and the Sponsors in writing with PRAECIS that it will be bound by within ten days of achieving the provisions of this Agreement applicable Sale Threshold. (c) The Shareholders and the Company acknowledge and agree that: (i) notwithstanding anything to the Purchaser; (v) contrary herein, the shares of Common Stock and warrants to a third party pursuant to a tender offer recommended by PRAECIS' Board purchase shares of Directors; (vi) pursuant to or in connection with a merger or consolidation in which PRAECIS will be the acquired corporation, a sale or disposition of all or substantially all of PRAECIS' assets or a plan of liquidation or dissolution of PRAECIS, whichCommon Stock, in any such case is approved each case, held by the stockholders of PRAECIS; (vii) pursuant to a bona fide pledge of the Shares to secure indebtedness for borrowed money (and not to circumvent the provisions of this Article IV) in which the pledgee agrees in writing that, upon any transfer of the Shares to such pledgee, such Shares Shareholder shall remain subject to the restrictions on Transfer under applicable securities Laws of any state, federal or foreign entity and the rules and regulations promulgated thereunder; and (ii) each certificate evidencing any shares of Common Stock held by a Shareholder and each certificate issued in exchange for or upon the Transfer of any shares of Common Stock held by a Shareholder (unless such shares are no longer subject to the restrictions on Transfer set forth in this Agreement; or (viii) in other bona fide sales for cash made to third parties pursuant to an exemption from the registration requirements of the Securities Act if, prior to any such sale, PRAECIS shall have failed (A) to unconditionally agree in writing, within 20 days after PRAECIS' receipt of written notice from Purchaser of the proposed sale, to purchase for cash the Shares to be included in such sale at the same cash price offered by the third-party purchaser, and (B) to conclude such purchase within 45 days after PRAECIS' receipt of such written notice from Purchaser, provided however, that the provisions of this clause (viiiSection 5) shall be applicable only stamped or otherwise imprinted with respect to sales and transfers made from and after (1) Purchaser has no actual knowledge (without any independent duty of inquiry) that a legend in substantially the form set forth in Section 3(e)(iv). The Company shall imprint such third party purchaser beneficially owns or, after giving effect to such proposed sale would beneficially own, more than 5% of legend on certificates evidencing the then outstanding shares of Common Stock and (2) such third party purchaser agrees in writing with PRAECIS that it will held by each Shareholder. The legend set forth above shall be bound by removed from the provisions of this Agreement applicable to the Purchaser or certificates evidencing any Affiliate thereof. Subject to the last sentence of this Section 4.2, for purposes of this Article IV, the term "Shares" shall include all shares of Common Stock beneficially owned held by Purchaser a Stockholder that are no longer subject to the restrictions on Transfer set forth in this Section 5. (d) Any purported Transfer of shares of Common Stock or warrants to purchase shares of Common Stock, in each case, held by a Stockholder in violation of this Agreement shall be null and void, and the Company shall refuse to recognize any of its Affiliates, including without limitation such Transfer for any Warrant Shares and any Additional Shares. purpose. (e) Notwithstanding anything to the contrary in this Section 5, Transfers of shares of Common stock and warrants to purchase shares of Common Stock are permitted (i) to Permitted Transferees who shall (A) be subject to the foregoingrestrictions in this Section 5 as if they were the original holders of such shares or warrants and (B) promptly Transfer such shares or warrants back to the applicable Shareholder if they cease to be a Permitted Transferee for any reason prior to the date such shares or warrants become freely Transferable in accordance herewith; (ii) in the case of an individual, with respect by a gift to any person a member of the individual’s immediate family or entity bound by this Agreementto a trust, the transfer restrictions set forth in this Article IV shall cease to apply with respect to beneficiary of which is a member of one of the individual’s immediate family, an Affiliate of such person or entity at to a charitable organization; (iii) in the time such person or entity does not beneficially own any (i) Shares (excluding for this purposecase of an individual, any Additional Shares which may still be owned by such person or entity) virtue of Laws of descent and distribution upon death of the individual; or (iiiv) Warrant Sharesin the case of an individual, pursuant to a qualified domestic relations order; provided, however, that these Transferees must become a party to this Agreement by executing and delivering such documents as may be necessary to make such Transferee a party hereto.