Common use of Restrictions on Transfers Clause in Contracts

Restrictions on Transfers. (a) No Member may transfer all or any portion of its Interest without the express written consent of the Majority-In-Interest of the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management of the Company, which rights shall remain vested in the transferor Member) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunder.

Restrictions on Transfers. (a) No Member may transfer Except as expressly permitted by Section 8.02, and subject to Section 8.01(b), Section 8.01(c) and Section 8.01(d), any underwriter lock-up agreement applicable to such Partner or any other agreement between such Partner and the Partnership, PubCorp or any of their controlled Affiliates, without the prior written approval of the General Partner, no Limited Partner shall directly or indirectly Transfer all or any portion part of its Interest without the express written consent of the Majority-In-Interest of the Members. Notwithstanding the foregoing, Units or any Member may transfer such Member’s right or economic interest in such Member’s Interest (but not any rights to votepertaining thereto, consent, approve, or otherwise participate in the management of the Company, which rights shall remain vested in the transferor Member) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only including the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the or have any economic interest so transferred in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall remain subject be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c)), (i) a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) the Transferor shall have provided to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable Laws. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any transferee Transfer of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement Units pursuant to this Agreement, as determined by including this Article 8, shall be subject to the Majority-In-Interest provisions of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless Section 3.01 and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunder3.02.

Restrictions on Transfers. Subject to Section 5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (awhich shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, the Shares or the common stock issuable upon the conversion of the Shares (the “Securities”) No Member may transfer must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of its Interest without the express written consent Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Majority-In-Interest of Company to take and hold such Securities subject to, and to be bound by, the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest terms and conditions set forth in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management of the Company, which rights shall remain vested in the transferor Member) to a transferee that is an Affiliate of the transferring Memberthis Warrant, to the Membersame extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s estate, or intention to one or more members make such disposition and shall have furnished the Company with a detailed description of the Member’s immediate family (spouse, ancestors, manner and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest circumstances of the Members. Upon such executionproposed disposition, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, (B) the transferee shall have no right confirmed to exercise any the satisfaction of the powersCompany in writing, rightssubstantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and privileges shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a Member hereunder. A Member who has transferred its entire Interest “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with Section 9.2 the terms of the notice delivered by the Holder to a transferee hereunder shall cease the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderRule 144 except in unusual circumstances.

Restrictions on Transfers. (a) No Member may transfer all Except as otherwise expressly permitted by Section 1(b) or otherwise under this Agreement, the Management Stockholders shall not sell, assign, transfer, convey, pledge or otherwise dispose of (collectively, “Transfer”) any portion of its Interest without the express written consent Restricted Shares. Any purported Transfer in violation of the Majority-In-Interest provisions of this Section 1 shall be null and void and shall have no force or effect. (b) Nothing in Section 1(a) shall prevent the Members. Notwithstanding Transfer of any Restricted Shares by any Management Stockholder who is not established, resident or domiciled in The Netherlands to any of that Management Stockholder’s spouse, children or trusts for their benefit provided the foregoingManagement Stockholder retains the sole and exclusive right to vote and dispose of any Restricted Shares transferred to the family member or trust; or (ii) by any Management Stockholder, any Member may transfer such Memberupon a Management Stockholder’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management of the Company, which rights shall remain vested in the transferor Member) to a transferee that is an Affiliate of the transferring Memberdeath, to the MemberManagement Stockholder’s estateexecutors, administrators, testamentary trustees, legatees and beneficiaries; or (iii) by any Management Stockholder to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposesany other Management Stockholder; provided, however, that any such transfer Transfer of Restricted Shares pursuant to this Section 1(b)(iii) shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreementthe provisions of Section 1(d). (bc) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this AgreementEach Management Stockholder agrees that, as determined a condition precedent to any transfer described in Section 1(b), each transferee described in Section 1(b) (other than the Company, the Principal Stockholder or any Affiliate of each) shall deliver to the Company a copy of this Agreement signed by such transferee together with such other documentation as may be reasonably requested by the Majority-In-Interest Company. (d) Prior to a Transfer of Restricted Shares pursuant to Section 1(b)(iii), the Management Stockholder transferring the Restricted Shares (the “Management Transferor”) shall give written notice thereof (the “Offering Notice”) to the Principal Stockholder, setting forth the number and type of Restricted Shares it desires to sell (the “Offered Shares”) and the price and the other terms and conditions relating to such proposed sale. The Principal Stockholder shall have the right, within the twenty (20) business day period following the date on which the Offering Notice shall have been given (the “Option Period”), to purchase all of the MembersOffered Shares at the price and on the other terms and conditions as set forth in the Offering Notice. Upon such executionIn the event the Principal Stockholder elects not to purchase the Offered Shares, upon the expiration of the Option Period, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, Management Transferor may Transfer the Offered Shares to any other Management Stockholder at the discretion price and on the other terms and conditions as set forth in the Offering Notice. For the avoidance of doubt, in no event shall the Principal Stockholder be permitted to pay a price that is greater than the Fair Market Value of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderOffered Shares.

Restrictions on Transfers. The Purchaser acknowledges that the Purchased Shares have not been registered under the Securities Act and that the Purchased Shares are being sold to the Purchaser pursuant to an exemption from registration under the Securities Act. The Purchaser agrees that it shall not (1) sell, transfer, assign, pledge, encumber or otherwise dispose of, whether for value, and whether directly or indirectly, any of the Purchased Shares or (2) enter into any agreements, option contracts, futures contracts, options on futures contracts, spot or forward contracts, caps, floors, collars or other agreements to purchase or dispose of, whether directly or indirectly, the economic or other risks of ownership of the Purchased Shares, or enter into any other hedging arrangements in respect of its holding of the Purchased Shares (each of (1) and (2), a “Transfer”), unless: (a) No Member may transfer all A registration statement providing for the registration under the Securities Act of the Purchased Shares that would allow for a Transfer of the type proposed to be made by the Purchaser is declared effective by the Commission under the Securities Act, no stop order in respect thereof has been issued by the Commission and the Transfer will be valid and effective under applicable state securities laws of the United States of America; (i) The Transfer is being made pursuant to an exemption from the registration requirements of the Securities Act or is otherwise permitted by the Securities Act and (ii) the Purchaser has, prior to the Transfer, delivered to the Seller (w) in the case of a Transfer (A) pursuant to an exemption from the registration requirements of the Securities Act provided by Rule 144 (or any portion successor provision) thereunder or (B) to any “accredited investor”, as defined in Rule 501(a)(1), (2), (3) or (7) of its Interest without Regulation D under the express Securities Act pursuant to an exemption from registration thereunder (or any successor provision), an officer’s certificate certifying that such Transfer is undertaken in accordance with the applicable exemption, (x) a written consent legal opinion of counsel, addressed to the Majority-In-Interest of Seller and reasonably satisfactory to the Members. Notwithstanding Seller, stating that the foregoing, any Member may transfer such Member’s economic interest Transfer is being made in such Member’s Interest (but not any rights to vote, consent, approveaccordance with an exemption from registration under, or is otherwise participate permitted by, the Securities Act, (y) a no-action letter from the Commission, in effect advising that the management of the Company, which rights shall remain vested Commission will not recommend any enforcement action in the transferor Member) to a transferee that is an Affiliate of the transferring Member, relation to the Member’s estateTransfer, or to one (z) a written acknowledgment or more members of concurrence by the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposesCompany that the Transfer is being made in accordance with an exemption from registration under the Securities Act; provided, however, that any such transfer shall give after the transferee only first anniversary of the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any transferee date of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee Purchaser shall have no right obligations under clause (ii) of this Section 8(b); or (c) The Transfer is being made to exercise any an affiliate (as defined in the Securities Act) of the powersPurchaser, rightswhich affiliate is otherwise an “accredited investor” within the meaning of Regulation D under the Securities Act; provided, and privileges that the Transfer is not in violation of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderSecurities Act or any regulation thereunder.

Restrictions on Transfers. (a) No Except as expressly permitted by Section 8.02, and subject to Section 8.01(b), Section 8.01(c) and Section 8.01(d), any underwriter lock-up agreement applicable to such Member may transfer or any other agreement between such Member and the Company, RocketCo or any of their controlled Affiliates, without the prior written approval of the Managing Member, no Member shall directly or indirectly Transfer all or any portion part of its Interest without Units or any right or economic interest pertaining thereto, including the express written right to vote or consent of the Majority-In-Interest of the Members. Notwithstanding the foregoing, on any Member may transfer such Member’s matter or to receive or have any economic interest in distributions or advances from the Company pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Member of Units in violation of this Agreement (and a breach of this Agreement by such Member’s Interest ) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article VIII, (but i) the Exchange Agreement shall govern the exchange of Paired Interests for shares of Class A Common Stock or Class B Common Stock, and an exchange pursuant to and in accordance with the Exchange Agreement shall not any rights be considered a “Transfer” for purposes of this Agreement, (ii) the certificate of incorporation of RocketCo shall govern the conversion of Class B Common Stock to voteClass A Common Stock and the conversion of Class D Common Stock to Class C Common Stock, consentand a conversion pursuant to and in accordance with the certificate of incorporation of RocketCo shall not be considered a “Transfer” for purposes of this Agreement, approve, or otherwise participate (iii) a Transfer of Registrable Securities (as such term is defined in the management Registration Rights Agreement) in accordance with the Registration Rights Agreement shall not be considered a “Transfer” for the purposes of the Company, which rights Agreement and (iv) any other Transfer of shares of Class A Common Stock or Class B Common Stock shall remain vested in the transferor Member) to not be considered a transferee that is an Affiliate “Transfer” for purposes of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any transferee Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article VIII that: (i) the Transferor shall have provided to the Company prior notice of an such Transfer; (ii) the Transfer shall comply with all Applicable Laws; and (iii) with respect to any Transfer of any Common Unit that constitutes a portion of a Paired Interest, concurrently with such Transfer, such Transferor shall also Transfer to such Transferee the number of shares of Class C Common Stock or Class D Common Stock, as the case may be, constituting the remainder of such Paired Interest who is not already a (which, as of the date hereof, would be one share of Class C Common Stock or Class D Common Stock, as the case may be). (c) Notwithstanding any other provision of this Agreement to the contrary, no Member shall become directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto if such Transfer, in the reasonable discretion of the Managing Member, would cause the Company to be classified as a substituted Member only upon executing a signature page or Joinder Agreement “publicly traded partnership” as that term is defined in Section 7704 of the Code and Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, as determined by including this Article VIII, shall be subject to the Majority-In-Interest provisions of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless Section 3.01 and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunder3.02.

Restrictions on Transfers. (a) No Except as expressly permitted by Section 8.02 (only to the extent permitted by Section 8.01(b), Section 8.01(c), Section 8.01(d), Section 8.01(e), any underwriter lock-up agreement applicable to such Member, such Member’s Employee Equity Letter and/or any other agreement between such Member may transfer and the Company, Holdco, Pubco or any of their Controlled Affiliates), without the prior written approval of the Manager, no Member shall directly or indirectly Transfer all or any portion part of its Interest without Units or any right or economic interest pertaining thereto, including the express written right to vote or consent of the Majority-In-Interest of the Members. Notwithstanding the foregoing, on any Member may transfer such Member’s matter or to receive or have any economic interest in distributions or advances from the Company pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Member of Units in violation of this Agreement (and a breach of this Agreement by such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management of the Company, which rights ) and shall remain vested in the transferor Member) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, be null and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreementvoid ab initio. (b) Any transferee Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article VIII that: (i) the Transferor shall have provided to the Company prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable Laws and not result in any Regulatory Disqualification. (c) Notwithstanding any other provision of this Agreement to the contrary, no Member shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto if, in the reasonable discretion of the Manager, such Transfer would cause the Company (i) to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and the Regulations promulgated thereunder or (ii) require the Company to be registered as an Interest who investment company under the United States Investment Company Act of 1940 (the “Investment Company Act”). In addition, notwithstanding any provision of this Agreement to the contrary, to the extent the Units do not meet the requirements of Treasury Regulation Section 1.7704-1(h), the Manager shall impose such restrictions on the direct or indirect Transfer of Units or other interests in the Company as are necessary or advisable so that the Company is not already treated as a Member shall become publicly traded partnership taxable as a substituted Member only upon executing a signature page or Joinder Agreement corporation under Section 7704 of the Code. (d) Any Transfer of Units pursuant to this Agreement, including this Article VIII, shall be subject to the provisions of Section 3.01 and Section 3.02. (e) For the avoidance of doubt, in addition to any restrictions on Transfer set forth in this Article VIII that may apply to such Transfer, any Transfer of Units by any Restricted Member shall be subject to the restrictions on Transfer attached hereto as determined by the Majority-In-Interest of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunder.Exhibit B.

Restrictions on Transfers. (a) No Except as expressly permitted by Section 8.02, and subject to Section 8.01(b), Section 8.01(c) and Section 8.01(d), any underwriter lock-up agreement applicable to such Member may transfer or any other agreement between such Member and the Company, Clear Secure or any of their controlled Affiliates, without the prior written approval of the Managing Member, no Member shall directly or indirectly Transfer all or any portion part of its Interest without Units or any right or economic interest pertaining thereto, including the express written right to vote or consent of the Majority-In-Interest of the Members. Notwithstanding the foregoing, on any Member may transfer such Member’s matter or to receive or have any economic interest in distributions or advances from the Company pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Member of Units in violation of this Agreement (and a breach of this Agreement by such Member’s Interest ) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article VIII, (but i) the Exchange Agreement shall govern the exchange of Paired Interests for shares of Class A Common Stock or Class B Common Stock, and an exchange pursuant to and in accordance with the Exchange Agreement shall not any rights be considered a “Transfer” for purposes of this Agreement, (ii) the certificate of incorporation of Clear Secure shall govern the conversion of Class B Common Stock to voteClass A Common Stock and the conversion of Class D Common Stock to Class C Common Stock, consentand a conversion pursuant to and in accordance with the certificate of incorporation of Clear Secure shall not be considered a “Transfer” for purposes of this Agreement, approve, or otherwise participate (iii) a Transfer of Clear Secure Common Stock constituting Registrable Securities (as such term is defined in the management Registration Rights Agreement) in accordance with the Registration Rights Agreement shall not be considered a “Transfer” for the purposes of the Company, which rights Agreement and (iv) any other Transfer of shares of Class A Common Stock or Class B Common Stock shall remain vested in the transferor Member) to not be considered a transferee that is an Affiliate “Transfer” for purposes of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any transferee Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article VIII that: (i) the Transferor shall have provided to the Company prior notice of an such Transfer; (ii) the Transfer shall comply with all Applicable Laws; and (iii) with respect to any Transfer of any Common Unit that constitutes a portion of a Paired Interest, concurrently with such Transfer, such Transferor shall also Transfer to such Transferee the number of shares of Class C Common Stock or Class D Common Stock, as the case may be, constituting the remainder of such Paired Interest who is not already a (which, as of the date hereof, would be one share of Class C Common Stock or Class D Common Stock, as the case may be). (c) Notwithstanding any other provision of this Agreement to the contrary, no Member shall become directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto if such Transfer, in the reasonable discretion of the Managing Member, would cause the Company to be classified as a substituted Member only upon executing a signature page “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder or Joinder Agreement would result in the Company having more than one hundred (100) partners, within the meaning of Treasury Regulations Section 1.7704-1(h)(1) (determined pursuant to the rules of Treasury Regulations Section 1.7704-1(h)(3)). (d) Any Transfer of Units pursuant to this Agreement, as determined by including this Article VIII, shall be subject to the Majority-In-Interest provisions of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless Section 3.01 and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunder3.02.

Restrictions on Transfers. Subject to Section 5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (awhich shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant or the Shares (the “Securities”) No Member may transfer must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of its Interest without the express written consent Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Majority-In-Interest Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant to the same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management manner and circumstances of the Companyproposed disposition, which rights shall remain vested in the transferor Member(B) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right confirmed to exercise any the satisfaction of the powersCompany in writing, rightssubstantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and privileges shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) such Holder shall have furnished the Company, at the Holder’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a Member hereunder. A Member who has transferred its entire Interest “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with Section 9.2 the terms of the notice delivered by the Holder to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderCompany.

Restrictions on Transfers. This Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (awhich shall not be unreasonably withheld), and any attempt by the Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant or the Shares or the shares of Common Stock issuable upon conversion of the Shares (the “Securities”) No Member may transfer must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of its Interest without the express written consent Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Majority-In-Interest Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant to the same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of such Xxxxxx’s intention to make such disposition and shall have furnished the Company with a detailed description of the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management manner and circumstances of the Companyproposed disposition, which rights shall remain vested in the transferor Member(B) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right confirmed to exercise any the satisfaction of the powersCompany in writing that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, rights(2) for investment and (3) not with a view toward distribution or resale, and privileges shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense, with evidence satisfactory to the Company that such disposition will not require registration of a Member hereunder. A Member who has transferred its entire Interest such Securities under the Securities Act, whereupon such Holder shall be entitled to transfer such Securities in accordance with Section 9.2 the terms of the notice delivered by the Holder to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderCompany.

Restrictions on Transfers. Subject to Section 5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (awhich shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant or the Shares (the “Securities”) No Member may transfer must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of its Interest without the express written consent Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Majority-In-Interest Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant to the same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management manner and circumstances of the Companyproposed disposition, which rights shall remain vested in the transferor Member(B) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right confirmed to exercise any the satisfaction of the powersCompany in writing, rightssubstantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and privileges shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) such Holder shall have furnished the Company, at the Holder’s expense, with an opinion of a Member hereunder. A Member who has transferred its entire Interest counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act, whereupon such Holder shall be entitled to transfer such Securities in accordance with Section 9.2 the terms of the notice delivered by the Holder to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderCompany.

Restrictions on Transfers. This Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (awhich shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant or the Shares (the “Securities”) No Member may transfer must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of its Interest without the express written consent Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Majority-In-Interest Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant to the same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management manner and circumstances of the Companyproposed disposition, which rights shall remain vested in the transferor Member(B) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right confirmed to exercise any the satisfaction of the powersCompany in writing, rightssubstantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and privileges shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) such Holder shall have furnished the Company, at the Holder’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a Member hereunder. A Member who has transferred its entire Interest “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with Section 9.2 the terms of the notice delivered by the Holder to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderCompany.

Restrictions on Transfers. (a) No Member may Except as provided in Section 4.7(e), notwithstanding the other provisions of this Article IV, no transfer all of any Partnership Interests shall be made if such transfer would (i) violate the then applicable federal or state securities laws or rules and regulations of the Commission, any state securities commission or any portion other governmental authority with jurisdiction over such transfer, (ii) terminate the existence or qualification of the Partnership under the laws of the jurisdiction of its Interest without formation, or (iii) cause the express written consent Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not already so treated or taxed). The Partnership may issue stop transfer instructions to any Transfer Agent in order to implement any restriction on transfer contemplated by this Agreement. (b) The General Partner may impose restrictions on the transfer of Partnership Interests if it receives an Opinion of Counsel that such restrictions are necessary to (i) avoid a significant risk of the Majority-In-Interest Partnership’s becoming taxable as a corporation or otherwise becoming taxable as an entity for federal income tax purposes (to the extent not already so treated or taxed) or (ii) preserve the uniformity of the MembersLimited Partner Interests (or any class or classes thereof). Notwithstanding the foregoing, any Member The General Partner may transfer impose such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management of the Company, which rights shall remain vested in the transferor Member) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposesrestrictions by amending this Agreement; provided, however, that any amendment that would result in the delisting or suspension of trading of any class of Limited Partner Interests on the principal National Securities Exchange on which such transfer shall give the transferee only the right class of Limited Partner Interests is then listed or admitted to receive distributions and the incometrading must be approved, gain and loss allocable prior to such Member’s Interest to which amendment being effected, by the holders of at least a majority of the Outstanding Limited Partner Interests of such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreementclass. (bc) Any transferee The transfer of an Interest who is not already a Member Class B Unit that has converted into a Common Unit shall become a substituted Member only upon executing a signature page or Joinder Agreement be subject to the restrictions imposed by Section 6.4(a). (d) In addition to any other restrictions set forth in this Agreement, as determined by the Majority-In-Interest of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges transfer of a Member hereunder. Series A Member who has transferred its entire Interest Preferred Unit or a Series A Conversion Unit shall be subject to the restrictions imposed by Section 5.11(b)(vii) and Section 6.5, respectively. (e) Nothing contained in accordance with Section 9.2 this Article IV, or elsewhere in this Agreement, shall preclude the settlement of any transactions involving Partnership Interests entered into through the facilities of any National Securities Exchange on which such Partnership Interests are listed or admitted to trading. (f) Each certificate or book entry evidencing Partnership Interests (other than the Series A Preferred Units) shall bear a transferee hereunder shall cease to be a Member upon conspicuous legend in substantially the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunder.following form:

Restrictions on Transfers. (a) No Until the consummation of a Qualified IPO, no Member may transfer Transfer, or permit or suffer to be Transferred, all or any portion part of its Interest without the express written consent of the Majority-In-Interest of the Members. Notwithstanding the foregoingUnits; provided, that (i) any Member may transfer Transfer Units if such Member’s economic interest Transfer is approved in writing by the Initial Members in their sole discretion, (ii) any Member may Transfer Units if such Member’s Interest Transfer is made by a Member to its Permitted Transferees (but not any rights to vote, consent, approve, or otherwise participate in the management case of a natural Person holding Echo Shares, solely for bona fide estate planning purposes), (iii) any Member may Transfer Units if such Transfer is made pursuant to equity adjustments set forth in Section 2.03, Section 6.03 or Section 8.06 of the CompanyContribution Agreement, which rights shall remain vested (iv) any Member may Transfer Units if such Transfer is in accordance with the provisions of Section 9.02 or Section 9.03, as applicable; provided further that in the transferor Member) to event a transferee that is an Affiliate ceases to be a Permitted Transferee of the transferring Membertransferor, the transferee shall promptly Transfer such Units back to the Member’s estate, Member or to one or more members another Permitted Transferee of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any transferee Following consummation of an Interest who is not already a Qualified IPO, no Member may Transfer, or permit or suffer to be Transferred, all or any part of its Units, except for the following Transfers: (i) Transfers approved in writing by each of the Initial Members in their sole discretion; (ii) Transfers by a Member shall become to its Permitted Transferees (in the case of a substituted Member only upon executing natural Person holding Echo Shares, solely for bona fide estate planning purposes); provided, that in the event a signature page or Joinder Agreement transferee ceases to this Agreement, as determined by the Majority-In-Interest be a Permitted Transferee of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Memberstransferor, the transferee shall have promptly Transfer such Units back to the Member or to another Permitted Transferee of the Member; (iii) Transfers made pursuant to equity adjustments set forth in Section 2.03, Section 6.03 and Section 8.06 of the Contribution Agreement; (iv) Transfers by the MCK Members (or their Permitted Transferees) during the MCK Exit Window (pursuant to a Qualified MCK Exit made in compliance with Section 10.05 or in compliance with the Registration Rights Agreement); (v) Transfers by the Echo Shareholders (or their Permitted Transferees) of shares of Echo common stock (“Echo Shares”) in a Qualified Echo Sale made in compliance with Section 10.03 and the Registration Rights Agreement during the First Echo Sale Window or the Second Echo Sale Window; (vi) Transfers by the MCK Members (or their Permitted Transferees) during the First Echo Sale Window or the Second Echo Sale Window pursuant to the exercise of Tag-Along Rights (as defined in, and subject to, the Registration Rights Agreement) or by the Echo Shareholders (or their Permitted Transferees) during the MCK Exit Window pursuant to the exercise of Tag-Along Rights or by MCK Members (or their Permitted Transferees) or Echo Shareholders (or their Permitted Transferees) pursuant to the exercise of registration rights under Section 2.2 of the Registration Rights Agreement; (vii) Transfers (including pursuant to Exchanges pursuant to Section 11.04(e) or pursuant to the exercise of registration rights pursuant to the Registration Rights Agreement or in any other manner) by the Echo Shareholders (or their Permitted Transferees) and the MCK Members (or their Permitted Transferees) following expiration or termination of (i) the lockup period required by the underwriters in connection with the consummation of a Qualified IPO consummated after the IPO Preference Period or (ii) the Post-Echo Sale Lockup relating to the Second Echo Sale Window (or, if there is no right underwriter lockup period in effect upon the expiration or termination of the Second Echo Sale Window, then upon the expiration or termination of the Second Echo Sale Window); (viii) Transfers by the Echo Shareholders (or their Permitted Transferees) of Echo Shares after a period of 90 days following the consummation of a Qualified MCK Exit pursuant to the exercise of registration rights pursuant to the Registration Rights Agreement or in any other manner; (ix) Transfers by any stockholder of Echo (other than the Sponsors (as defined in the Echo Shareholders Agreement) and any Other Investors (as defined in the Echo Shareholders Agreement) Affiliated with such Sponsors, MCK, the MCK Members or any of their respective Affiliates or Permitted Transferees) of Echo Shares at any time after a Qualified IPO; (x) Transfers by Echo to MCK or its Affiliates pursuant to Section 10.06(e). (c) Notwithstanding anything to the powerscontrary herein, rights(i) no Transfer shall be made except (1) in compliance with all applicable Laws, including the Securities Act, and privileges (2) if all necessary regulatory approvals and third-party approvals, including any required approvals under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, shall have been obtained in respect of such Transfer and (ii) neither the MCK Members nor their Permitted Transferees shall be permitted to Transfer Units pursuant to Exchanges if it would result in MCK being required to consolidate the Company or Echo under Financial Accounting Standards Board Codification Topic 810, Consolidation (or any comparable successor standard). (d) Notwithstanding anything to the contrary herein, no Transfers under this Agreement by Echo or the Echo Shareholders (with respect to any beneficial ownership in Echo) shall be permitted if (i) prior to the earlier to occur of the consummation of a Member hereunder. A Member Qualified MCK Exit and the expiration or termination of the MCK Exit Window, such Transfer would result in the Echo Shareholders (together with their Permitted Transferees who has transferred its entire Interest in accordance with are subject to Section 9.2 3.4(b)(ii) of the Echo Shareholders Agreement) holding, directly or indirectly, less than 50.1% of any class and/or series of voting securities of Echo on a fully diluted basis (taking into account all securities of Echo convertible, exchangeable into or exercisable for Echo Shares) or (ii) prior to the earlier to occur of the consummation of a transferee hereunder shall cease Qualified MCK Exit and the third (3th) anniversary of the Closing, the Membership Percentage of Echo falls to be less than 17.5% (calculated on a Member fully-diluted basis taking into account any Units issuable upon (including pursuant to Section 3.03) the effective date conversion, exercise, exchange, settlement or vesting of such transfer Echo Shares or other Equity Securities of Echo and, without duplication, any Equity Securities of the Company, Echo or any of their Subsidiaries authorized for issuance under any Approved Plan (each of the thresholds under (i) and thereafter shall have no further powers(ii), rights, and privileges as a Member hereunderthe “Echo Minimum Ownership”).

Restrictions on Transfers. (a) No Except as expressly permitted by Section 8.02, and subject to Section 8.01(b), Section 8.01(c), Section 8.01(d) and Section 8.01(e), any underwriter lock-up agreement applicable to such Member, any Employee Equity Letter and/or any other agreement between such Member may transfer and the Company, Pubco or any of their controlled Affiliates, without the prior written approval of the Managing Member, no Member shall directly or indirectly Transfer all or any portion part of its Interest without Units or any right or economic interest pertaining thereto, including the express written right to vote or consent of the Majority-In-Interest of the Members. Notwithstanding the foregoing, on any Member may transfer such Member’s matter or to receive or have any economic interest in distributions or advances from the Company pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Member of Units in violation of this Agreement (and a breach of this Agreement by such Member’s Interest ) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article VIII, (but i) the Exchange Agreement shall govern the exchange of Paired Interests for shares of Class A Common Stock or Class B Common Stock, and an exchange pursuant to and in accordance with the Exchange Agreement shall not any rights be considered a “Transfer” for purposes of this Agreement, (ii) the certificate of incorporation of Pubco shall govern the conversion of Class B Common Stock to voteClass A Common Stock and the conversion of Class D Common Stock to Class C Common Stock, consentand a conversion pursuant to and in accordance with the certificate of incorporation of Pubco shall not be considered a “Transfer” for purposes of this Agreement, approve, or otherwise participate (iii) a Transfer of Registrable Securities (as such term is defined in the management Registration Rights Agreement) in accordance with the Registration Rights Agreement shall not be considered a “Transfer” for the purposes of the Company, which rights Agreement and (iv) any other Transfer of shares of Class A Common Stock or Class B Common Stock shall remain vested in the transferor Member) to not be considered a transferee that is an Affiliate “Transfer” for purposes of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any transferee Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article VIII that: (i) the Transferor shall have provided to the Company prior notice of an such Transfer; (ii) the Transfer shall comply with all Applicable Laws; and (iii) with respect to any Transfer of any Common Unit that constitutes a portion of a Paired Interest, concurrently with such Transfer, such Transferor shall also Transfer to such Transferee the number of shares of Class C Common Stock or Class D Common Stock, as the case may be, constituting the remainder of such Paired Interest who is not already a (which, as of the date hereof, would be one share of Class C Common Stock or Class D Common Stock, as the case may be). (c) Notwithstanding any other provision of this Agreement to the contrary, no Member shall become directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto if such Transfer, in the reasonable discretion of the Managing Member, would cause the Company to be classified as a substituted Member only upon executing a signature page or Joinder Agreement “publicly traded partnership” as that term is defined in Section 7704 of the Code and Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article VIII, shall be subject to the provisions of Section 3.01 and Section 3.02. (e) For the avoidance of doubt, in addition to any restrictions on Transfer set forth in this Article VIII that may apply to such Transfer, (i) any Transfer of Units by any Member shall be subject to the restrictions on Transfer applicable thereto pursuant to any Employee Equity Letter to which such Member is a party and (ii) any Transfer of Employee Holdco Interests (as determined by defined below) shall be subject to the Majority-In-Interest of restrictions on Transfer applicable thereto pursuant to the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderEmployee Holdco LLC Agreement.

Restrictions on Transfers. Neither this Warrant nor any of Xxxxxx’s rights hereunder may be transferred or assigned, whether in whole or in part, without the Company’s prior written consent (awhich consent may be withheld in the Company’s sole and absolute discretion), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, the Units or any securities into which the Units shall have converted (collectively, the “Securities”) No Member may transfer must be in compliance with all applicable federal and state securities laws. Xxxxxx agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of its Interest without the express written consent Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Majority-In-Interest Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant to the same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of such Xxxxxx’s intention to make such disposition and shall have furnished the Company with a detailed description of the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management manner and circumstances of the Companyproposed disposition, which rights shall remain vested in the transferor Member(B) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right confirmed to exercise any the satisfaction of the powersCompany in writing, rightssubstantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and privileges shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) such Holder shall have furnished the Company with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a Member hereunder. A Member who has transferred its entire Interest “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with Section 9.2 the terms of the notice delivered by Holder to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderCompany.

Restrictions on Transfers. (aA) No Member Subject to Sections 4 and 5 and the provisions of any severance agreement that the Founder or the Founder Hold Co may transfer all or any portion of its Interest enter into, the Founder and the Founder Hold Co agree that, without the express prior written consent of the Majority-In-Interest Majority Series A-1 Preferred Shareholders, Majority Series A-2 Preferred Shareholders, Majority Series B Preferred Shareholders (which shall include Apoletto) and Majority Series C Preferred Shareholders, neither of the Members. Notwithstanding the foregoingthem shall, any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to votedirectly or indirectly, consentsell, approvetransfer, pledge, encumber, hypothecate or otherwise participate dispose of any of its Shares in the management Company or any of other Group Companies. In the Company, which rights shall remain vested in the transferor Member) to a transferee case that any Share is an Affiliate of the transferring Member, to the Member’s estate, or to held by its ultimate beneficial owner through one or more members level of holding companies, any transfer, repurchase, or new issuance of the Member’s immediate family shares of such holding companies or similar transactions that have the effect of change the beneficial ownership of such Share shall be deemed as an indirect transfer of such Shares. The Parties agree that the restrictions on the transfer of the Shares held by the Founder and the Founder Hold Co contained in this Agreement shall apply to such indirect transfer and shall not be circumvented by means any indirect transfer of the Shares. (spouseB) Notwithstanding anything to the contrary contained herein, ancestorsthe transfer restriction shall not apply to transfer, and descendants) through a single transaction or a trust for series of transactions, of no more than one percent (1%) of the Shares of the Company immediately after the Closing on a fully diluted basis as of the date hereof, to any third party (the “Permitted Transferee”); provided that adequate documentation therefor is provided to the Preferred Shareholders to their benefit, for estate planning purposes; provided, however, satisfaction and that any such Permitted Transferee agrees in writing to be bound by this Agreement in place of the relevant transferor by executing an Adherence Agreement as provided in Section 6.1(d). The transfer restrictions set forth in Section 4 and Section 5 shall give not apply to any transfer to the transferee only Permitted Transferee if the right Founder transfers, through a single transaction or a series of transactions, no more than one percent (1%) of the Shares of the Company immediately after the Closing on a fully diluted basis, to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreementany Permitted Transferee. (bC) Any transferee of an Interest who is Each Investor shall not already a Member shall become a substituted Member only upon executing a signature page assign or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest transfer any Shares of the Members. Upon Company held by such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right Investor to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest Person listed out in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderAnnex C hereof.

Restrictions on Transfers. This Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (awhich shall not be unreasonably withheld), and any attempt by the Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant or the Shares or the shares of Common Stock issuable upon conversion of the Shares (the “Securities”) No Member may transfer must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of its Interest without the express written consent Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Majority-In-Interest Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant to the same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management manner and circumstances of the Companyproposed disposition, which rights shall remain vested in the transferor Member(B) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right confirmed to exercise any the satisfaction of the powersCompany in writing that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, rights(2) for investment and (3) not with a view toward distribution or resale, and privileges shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense, with evidence satisfactory to the Company that such disposition will not require registration of a Member hereunder. A Member who has transferred its entire Interest such Securities under the Securities Act, whereupon such Holder shall be entitled to transfer such Securities in accordance with Section 9.2 the terms of the notice delivered by the Holder to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderCompany.

Restrictions on Transfers. (a) No Except as expressly provided in this Article X, prior to an IPO, without unanimous approval of the Board: (i) no Member may transfer shall Transfer all or any portion of its Interest without the express written consent of the Majority-In-Interest of the Members. Notwithstanding the foregoingMembership Interests or any right pertaining thereto, any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management of the Company, which rights shall remain vested in the transferor Member) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only including the right to vote or consent on any matter or to receive distributions or advances from the Company pursuant thereto and (ii) no Member nor any Parent of such Member shall issue or otherwise Transfer any Equity Security or other interest of a Member or of any Parent of a Member. Any Transfer which is not in compliance with the income, gain provisions of this Agreement shall be deemed a Transfer by such Member in violation of this Agreement (and loss allocable to a breach of this Agreement by such Member’s Interest to which such Member would otherwise ) and shall be entitled, null and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreementvoid ab initio. (b) Any transferee It shall be a condition precedent to any Transfer (other than, with respect to Section 7.01(b)(i), (ii) and (iii), any indirect Transfer) otherwise permitted or approved pursuant to this Article X that, prior to an IPO: (i) the Transferor shall have provided to the Company prior notice of an Interest who such Transfer; (ii) the Transferee shall agree in writing to be bound by this Agreement by signing and delivering to the Company a joinder substantially in the form of Exhibit A or in a form otherwise reasonably acceptable to the Company; (iii) the Transfer shall comply with all applicable federal, state or foreign laws, including securities laws; and (iv) to the knowledge of the Transferee and Transferor after reasonable inquiry, the Transfer shall not impose material liability or material reporting obligations on the Company or any Member thereof in any jurisdiction, whether domestic or foreign, or result in the Company or any Member thereof becoming subject to the jurisdiction of any court or governmental entity anywhere, other than the states, courts and governmental entities in which the Company is not already a then subject to such liability, reporting obligation or jurisdiction. (c) Notwithstanding any other provision of this Agreement to the contrary, no Member shall directly or indirectly Transfer all or any part of its Membership Interests or any right or economic interest pertaining thereto if such Transfer creates a material risk that the Company could be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code (a “PTP”) and the Regulations promulgated thereunder unless the Company shall have become the IPO Entity; provided, that for so long as the Class P Units are outstanding, no Transfer shall be prohibited on the basis that it creates a substituted Member only upon executing material risk that the Company could be a signature page or Joinder Agreement PTP due to a failure to meet the requirements of Treasury Regulations Section 1.7704-1(h). (d) Any Transfer of Membership Interests pursuant to this Agreement, as determined by including this Article X, shall be subject to the Majority-In-Interest provisions of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunder6.05.

Restrictions on Transfers. Subject to Section 5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (awhich shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant or the Shares (the “Securities”) No Member may transfer must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of its Interest without the express written consent Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Majority-In-Interest Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant to the same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management manner and circumstances of the Companyproposed disposition, which rights shall remain vested in the transferor Member(B) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right confirmed to exercise any the satisfaction of the powersCompany in writing, rightssubstantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and privileges shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a Member hereunder. A Member who has transferred its entire Interest “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with Section 9.2 the terms of the notice delivered by the Holder to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderCompany.

Restrictions on Transfers. (a) No Except as expressly permitted by Section 8.02, and subject to Section 8.01(b), Section 8.01(c) and Section 8.01(d) and/or any other agreement between such Member may transfer and the Company, PubCo or any of their respective controlled Affiliates, without the prior written approval of the Managing Member, no Member shall directly or indirectly Transfer all or any portion part of its Interest without Units or any right or economic interest pertaining thereto, including the express written right to vote or consent of the Majority-In-Interest of the Members. Notwithstanding the foregoing, on any Member may transfer such Member’s matter or to receive or have any economic interest in distributions or advances from the Company pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Member of Units in violation of this Agreement (and a breach of this Agreement by such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management of the Company, which rights ) and shall remain vested in the transferor Member) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, be null and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreementvoid ab initio. (b) Any transferee Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article VIII that: (i) the Transferor shall have provided to the Company prior notice of an Interest who such Transfer; (ii) the Transferee shall agree in writing to be bound by this Agreement by signing and delivering to the Company a joinder substantially in a form acceptable to the Company; (iii) the Transfer shall comply with all applicable Laws; (iv) to the knowledge of the Transferee and Transferor after reasonable inquiry of the Company, the Transfer shall not impose material liability or material reporting obligations on the Company or any Member thereof in any jurisdiction, whether domestic or foreign, or result in the Company or any Member thereof becoming subject to the jurisdiction of any Governmental Authority anywhere, other than the Governmental Authorities in which the Company is not already a then subject to such liability, reporting obligation or jurisdiction; and (v) such Transfer shall comply with Article IX (to the extent Article IX governs such Transfer of Units). (c) Notwithstanding any other provision of this Agreement to the contrary, no Member shall become Transfer all or any part of its Units or any right or economic interest pertaining thereto if such Transfer, in the reasonable discretion of the Managing Member, would cause the Company to (i) be classified as a substituted Member only upon executing a signature page “publicly traded partnership” as that term is defined in Section 7704 of the Code and Regulations promulgated thereunder or Joinder Agreement (ii) fail to qualify for the safe harbor contained in Treasury Regulations Section 1.7704-1(h) or for other safe harbor treatment under Section 7704 of the Code on which the Company intends to rely (as determined by the Managing Member). (d) Any Transfer of Units pursuant to this Agreement, as determined by including this Article VIII, shall be subject to the Majority-In-Interest provisions of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless Section 3.01 and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunder3.02.

Restrictions on Transfers. (a) No Except as otherwise provided in this Article IX, no Member may transfer all Transfer any Equity Securities of the Company. No Transfer or attempt to Transfer any portion Equity Securities in violation of its Interest without the express preceding sentence shall be effective or valid for any purpose. No Transfer of Equity Securities shall be effective or valid hereunder if such Transfer constitutes a Prohibited Transfer. In addition, no Transfer shall be effective or valid hereunder unless the transferee is at such time a party to this Agreement or has previously executed and delivered to the Company a joinder in accordance with Section 9.2. (b) Notwithstanding Section 9.1(a) (other than the third sentence thereof), a Transfer of Equity Securities of the Company by the WHP Holder may be effectively and validly made by the WHP Holder if such Transfer is (i) to a Permitted Transferee, (ii) made pursuant to Section 9.2 or Section 9.8, or (iii) made with the written consent of the Majority-In-Interest Express Holder. For the avoidance of doubt, a WHP Change of Control shall not be deemed to be a Transfer of Equity Securities of the Members. Notwithstanding Company by the foregoing, any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management WHP Holder for purposes of the Company, which rights shall remain vested in the transferor Member) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (bc) Any transferee Notwithstanding Section 9.1(a) (other than the third sentence thereof), a Transfer of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined Equity Securities of the Company by the Majority-In-Interest Express Holder may be effectively and validly made by the Express Holder if such Transfer is (i) to a Permitted Transferee, (ii) made pursuant to Section 9.2 or Section 9.8, or (iii) made with the written consent of the MembersWHP Holder. Upon such executionFor the avoidance of doubt, the transferee an Express Change of an Interest Control shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease not be deemed to be a Member Transfer of Equity Securities of the Company by the Express Holder for purposes of this Agreement. (d) The restrictions on Transfer set forth in this Section 9.1 shall terminate upon the effective date earlier to occur of such transfer and thereafter shall have no further powers, rights, and privileges as (i) the consummation of an Initial Public Offering or (ii) a Member hereunderCompany Sale.

Restrictions on Transfers. Subject to Section 5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s consent (awhich shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant or the Shares or the shares of Ordinary Shares issuable upon conversion of the Shares (collectively, the “Securities”) No Member may transfer must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of its Interest without the express written consent Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Majority-In-Interest Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant to the same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management manner and circumstances of the Companyproposed disposition, which rights shall remain vested in the transferor Member(B) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right confirmed to exercise any the satisfaction of the powersCompany in writing, rightssubstantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and privileges shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a Member hereunder. A Member who has transferred its entire Interest “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with Section 9.2 the terms of the notice delivered by the Holder to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderCompany.

Restrictions on Transfers. (a) No Except as expressly permitted by Section 7.02, and subject to Section 7.01(b), Section 7.01(c), Section 7.01(d), Section 7.01(e), Section 7.01(f) and Section 7.01(g), any underwriter lock-up agreement applicable to such Member, any Vesting Letter and/or any other agreement between such Member may transfer and the Company, PubCo or any of their respective Controlled Affiliates, without the prior written approval of the Managing Member, no Member shall directly or indirectly Transfer all or any portion part of its Interest without Units or any right or economic interest pertaining thereto, including the express written right to vote or consent of the Majority-In-Interest of the Members. Notwithstanding the foregoing, on any Member may transfer such Member’s matter or to receive or have any economic interest in distributions or advances from the Company pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Member of Units in violation of this Agreement (and a breach of this Agreement by such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management of the Company, which rights ) and shall remain vested in the transferor Member) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, be null and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreementvoid ab initio. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article VII that: (i) the Transferor shall have provided to the Company prior notice of such Transfer; (ii) the Transferee shall agree in writing to be bound by this Agreement by signing and delivering to the Company a joinder substantially in a form acceptable to the Company; (iii) the Transfer shall comply with all applicable Laws; (iv) to the knowledge of the Transferee and Transferor after reasonable inquiry of the Company, the Transfer shall not impose material liability or material reporting obligations on the Company or any Member thereof in any jurisdiction, whether domestic or foreign, or result in the Company or any Member thereof becoming subject to the jurisdiction of any Governmental Authority anywhere, other than the Governmental Authorities in which the Company is then subject to such liability, reporting obligation or jurisdiction; and (v) such Transfer shall comply with Article VIII (to the extent Article VIII governs such Transfer of Units). (c) [reserved]. (d) Any transferee Transfer of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement Units pursuant to this Agreement, including this Article VII, shall be subject to the provisions of Section 3.01 and Section 3.02. (e) For the avoidance of doubt, in addition to any restrictions on Transfer set forth in this Article VII that may apply to such Transfer, any Transfer of Units by any Member shall be subject to the restrictions on Transfer applicable thereto pursuant to any Vesting Letter to which such Member is a party. (f) Notwithstanding anything else contained herein, without the prior written consent of the Manager, none of the individuals listed on Schedule B may transfer any Units or other Equity Securities of the Company. (g) Notwithstanding anything else contained herein, without the prior written consent of the Manager, (i) no Member shall Transfer any Units or other Equity Securities of the Company; and (ii) the Company shall not issue any Units or other Equity Securities; in each case, to the extent such action would result in PubCo owning less than eighty percent (80%) of the total voting power or value of the Company, as determined by the Majority-In-Interest under Section 1504(a)(2) of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderCode.

Restrictions on Transfers. (a) No Except as expressly permitted by Section 8.02, and subject to Section 8.01(b), Section 8.01(c), Section 8.01(d), Section 8.01(e), and any underwriter lock-up agreement applicable to such Member may transfer and/or any other agreement between such Member and the Company, Pubco or any of their controlled Affiliates, without the prior written approval of the Managing Member, no Member shall directly or indirectly Transfer all or any portion part of its Interest without Units or any right or economic interest pertaining thereto, including the express written right to vote or consent of the Majority-In-Interest of the Members. Notwithstanding the foregoing, on any Member may transfer such Member’s matter or to receive or have any economic interest in distributions or advances from the Company pursuant thereto, to any Person that is not a Permitted Transferee. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Member of Units in violation of this Agreement (and a breach of this Agreement by such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management of the Company, which rights ) and shall remain vested in the transferor Member) to a transferee that is an Affiliate of the transferring Member, be null and void ab initio. Notwithstanding anything to the Member’s estatecontrary in this Article 8, or to one or more members (i) Section 10.03 of this Agreement shall govern the Member’s immediate family (spouse, ancestorsexchange of LLC Units for shares of Class A Common Stock, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitledan exchange pursuant to, and the transferorin accordance with, each transfereeSection 10.03 of this Agreement shall not be considered a “Transfer” for purposes of this Agreement, and the economic interest so transferred (ii) any other Transfer of shares of Class A Common Stock shall remain subject to not be considered a “Transfer” for purposes of this Agreement. (b) Any transferee Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) the Transferor shall have provided to the Company prior notice of an Interest who is not already a such Transfer; and (ii) the Transfer shall comply with all Applicable Laws and the Managing Member shall become be reasonably satisfied that such Transfer will not result in a substituted violation of the Securities Act. (c) Notwithstanding any other provision of this Agreement to the contrary, no Member only upon executing shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto if such Transfer (i) would result in the Company failing to satisfy the “safe harbor” requirements under Treasury Regulations Section 1.7704-1(h) (the “100 Partner Safe Harbor”) or (ii) in the reasonable discretion of the Managing Member, would cause the Company to be classified as a signature page or Joinder Agreement “publicly traded partnership” as that term is defined in Section 7704 of the Code and the Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, as determined by including this Article 8, shall be subject to the Majority-In-Interest provisions of the Members. Upon such executionSection 3.01 and Section 3.03. (e) If there is a Transfer of Units to Permitted Transferees pursuant to this Agreement, the transferee of an Interest Units held by each such Permitted Transferee shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at be included in calculating the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderSubstantial Ownership Requirement.

Restrictions on Transfers. (a) No Member may transfer sell, transfer, assign, hypothecate, pledge or otherwise dispose of or encumber (each, a “Transfer”) all or any portion part of its Interest such Member’s interest (including any rights or obligations under this Agreement, or any Percentage Interest) in the Company and no interest, claim or charge therein or thereto shall be Transferred, in each case, without the express prior written consent of the Majority-In-Interest of the Members. Notwithstanding the foregoingeach other Member; provided that, subject to compliance with Section 7.1(b), any Member may transfer (a “Transferor”) shall be entitled to Transfer its equity interests (including any rights or obligations under this Agreement, or any Percentage Interest) in the Company to an Affiliate of such Member, so long as such Transferee signs a joinder agreement that contains the representations and warranties set forth in Section 10. Any direct or indirect Transfer of any securities in BW shall be deemed a Transfer of BW’s Percentage Interest for purposes of this Section 7 unless Xx. Xxxxx Xxxxxxx retains, directly or indirectly, full beneficial and economic ownership of, and maintains sole control of, BW’s Percentage Interest. Each Member and each permitted Transferee thereof hereby agrees that it will not effect any Transfer of all or any part of such Member’s economic interest in such Member’s Interest (but not including any rights to vote, consent, approveor obligations under this Agreement, or otherwise participate any Percentage Interest) in the management Company (whether voluntarily, involuntarily or by operation of the Company, which rights shall remain vested law) in the transferor Member) to a transferee that is an Affiliate of the transferring Member, any manner contrary to the Member’s estate, or to one or more members terms of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) The Company shall not participate in the establishment of a secondary market for equity interests or the substantial equivalent thereof as defined in Treasury Regulation Section 1. 7704-1 (c) or the inclusion of any equity interests on such a market or on an established securities market as defined in Treasury Regulation Section 1. 7704-1 (b), nor shall the Company recognize any Transfer made on any of the foregoing markets or otherwise cause the Company to be a “publicly traded partnership” within the meaning of Section 7704 of the Code. In no event shall any Transfer cause any Member to cease to be in compliance with all applicable anti-money laundering and anti-terrorist laws, regulations, rules, executive orders and government guidance, including the reporting, record keeping and compliance requirements of The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001, Title III of the USA PATRIOT Act, and other authorizing statutes, executive orders and regulations administered by the Office of Foreign Assets Control, Department of the Treasury and any attempt to effect any such Transfer shall be void and of no effect and shall not bind the Company. (c) Any transferee Transfer or purported Transfer made in violation of this Agreement shall be null and void and of no effect. In the case of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page attempted Transfer of all or Joinder Agreement to this Agreement, as determined by the Majority-In-any portion of any Percentage Interest of the Members. Upon such executionCompany or any economic benefit or other interest therein that is not in compliance with Section 7, the transferee Members engaging or attempting to engage in such Transfer shall indemnify and hold harmless the other Members and their respective officers, directors, affiliates, members, partners and employees from all cost, liability and damage that any of an Interest shall become a substituted Member. Unless such indemnified persons may incur (including, without limitation, incremental tax liability and until a transferee is admitted attorneys, fees and expenses) as a substituted result of such Transfer or attempted Transfer and the enforcement of this indemnity. (d) Upon any Transfer permitted by this Section 7.1, the Transferee of such Member shall thereafter be deemed to succeed to all of the rights and obligations of such Member, at the discretion of the Majority-In-Interest of the Members, the transferee and shall have no right to exercise any of the powers, rights, and privileges of a be substituted for such Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member applicable for all purposes hereunder.

Restrictions on Transfers. Subject to Section5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (awhich shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant or the Shares (the “Securities”) No Member may transfer must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of its Interest without the express written consent Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Majority-In-Interest Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant to the same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management manner and circumstances of the Companyproposed disposition, which rights shall remain vested in the transferor Member(B) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right confirmed to exercise any the satisfaction of the powersCompany in writing, rightssubstantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and privileges shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) such Holder shall have furnished the Company, at the Holder’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a Member hereunder. A Member who has transferred its entire Interest “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with Section 9.2 the terms of the notice delivered by the Holder to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderCompany.

Restrictions on Transfers. (a) No Member may Except as provided in Section 3.6(c) below, but notwithstanding the other provisions of this Article III, no Transfer of any Shares shall be made if such Transfer would: (i) violate the then Applicable Law, including U.S. federal or state securities laws or rules and regulations of the SEC, any state securities commission or any other applicable securities laws of a Governmental Entity (including those outside the jurisdiction of the U.S.) with jurisdiction over such Transfer or have the effect of rendering unavailable any exemption under Applicable Law relied upon for a prior transfer of such Shares; (ii) terminate the existence or qualification of the Company under the laws of the jurisdiction of its formation; (iii) cause the Company to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for U.S. federal income tax purposes (to the extent not already so treated or taxed); (iv) require the Company to be subject to the registration requirements of the Investment Company Act; or (v) result in (A) all or any portion of its Interest the Assets of the Company becoming or being deemed to be “plan assets” (pursuant to ERISA, the Code or any applicable Similar Law or otherwise) of any existing or contemplated Member or be subject to the provisions of ERISA, Section 4975 of the Code, or any applicable Similar Law, or (B) the Manager becoming or being deemed to be a fiduciary with respect to any existing or contemplated Member pursuant to ERISA, the Code, any applicable Similar Law or otherwise. (b) The Manager may impose restrictions on the Transfer of Shares if it receives an Opinion of Counsel that such restrictions are necessary or advisable to avoid a significant risk of the Company becoming taxable as a corporation or otherwise becoming taxable as an entity for U.S. federal income tax purposes. The Manager may impose such restrictions by amending this Agreement without the express written consent of the Majority-In-Interest approval of the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest . (c) Nothing contained in such Member’s Interest (but not any rights to vote, consent, approvethis Article III, or otherwise participate elsewhere in this Agreement, shall preclude the settlement of any transactions involving Shares entered into through the facilities of any National Securities Exchange on which such Shares are listed for trading. (d) By acceptance of the Transfer of any Share, and subject to compliance with Sections 3.5 and 3.6 with respect to such Transfer, each transferee of a Share (including any nominee holder or an agent or representative acquiring such Shares for the account of another Person): (i) shall be admitted to the Company as a Substitute Member with respect to the Shares so Transferred to such transferee when any such Transfer or admission is reflected in the management books and records of the Company; (ii) shall be deemed to agree to be bound by the terms of this Agreement; (iii) shall become the Record Holder of the Shares so Transferred; (iv) grants powers of attorney to the officers of the Company and any Liquidator of the Company, which rights as specified herein; and (v) makes the consents and waivers contained in this Agreement. (e) Any Transfer of a Share shall remain vested not entitle the transferee to share in the transferor Member) to a transferee that is an Affiliate of the transferring Memberprofits and losses, to the Member’s estatereceive distributions, to receive allocations of income, gain, loss, deduction or credit or any similar item or to one or more members of any other rights to which the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give transferor was entitled until the transferee only the right becomes a Member pursuant to receive distributions this Article III. (f) The Transfer of any Shares and the income, gain and loss allocable to such Member’s Interest to which such admission of any new Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject not constitute an amendment to this Agreement. (bg) Any transferee For the avoidance of an Interest who is not already doubt, the restrictions on the Transfer of Shares contained herein shall be in addition to restrictions on the Transfer of Shares applicable to a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement pursuant to this Agreement, as determined by the Majority-In-Interest terms of any agreement entered into among the Members. Upon Company and such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunder.

Restrictions on Transfers. (a) No Subject to Section 11.2 and subsection (c) of this Section 11.1, a Member may transfer (i) transfer, sell, assign, pledge, encumber or otherwise directly dispose of all or of any portion of its Interest without the express written consent of the Majority-In-Interest of the Members. Notwithstanding the foregoingMembership Interest, any or (ii) by merger or other business combination involving such Member may transfer such Member’s economic interest or a company directly or indirectly owning equity interests in such Member’s , cause a change in the ownership of, all or, any portion of its Membership Interest (but not any rights to vote, consent, approve, or otherwise participate transaction described in the management of the Company, which rights shall remain vested in the transferor Member) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family clauses (spouse, ancestors, and descendantsi) or (ii), a trust for their benefit"Transfer"), for estate planning purposes; provided, however, that in each case without the prior consent of any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such other Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any All Transfers hereunder shall be by instrument (including in the case of a merger or business combination the relevant agreement or plan of merger or combination), in form and substance reasonably satisfactory to the Company, which instrument shall contain an express statement by the transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement its agreement to accept, adopt and be bound by all of the terms and provisions of this Agreement, as determined the same may have been amended from time to time, which shall include a Certificate duly endorsed for transfer by the Majority-In-Interest transferring Member and delivered to the Company. All Transfers shall provide for the payment by the transferring Member of all reasonable expenses incurred by the Members. Upon Company in connection with such executionTransfer, including, without limitation, the transferee of an Interest shall become a substituted Membernecessary amendments to this Agreement to reflect such Transfer. Unless The transferring Member and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have execute and acknowledge any and all such instruments as the Company may reasonably request to effectuate such Transfer, in each case in form and substance reasonably satisfactory to the Company. In no right event shall the Company dissolve or terminate pursuant to exercise Section 708 of the Code or otherwise upon the admission of any Member to the Company or upon any permitted Transfer of an interest in the Company by any Member. (c) Notwithstanding anything to the contrary in this Agreement, at law or in equity, no Member shall Transfer or otherwise affect any Membership Interest in a way that would cause a default under any material agreement, license, permit or other instrument of any kind whatsoever to which the Company is a party or by which it is bound or that would cause, or might be reasonably expected to cause, an Adverse PUHCA Event or an Adverse QF Event. In addition, without the consent of the other Members, no Transfer (whether to a Subsidiary or otherwise) shall relieve or release the assigning Member from any of its obligations under the powersTransaction Documents, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges except as a Member hereunderpermitted thereunder.

Restrictions on Transfers. (a) No Except as expressly permitted by Section 8.02, and subject to Section 8.01(b), Section 8.01(c), Section 8.01(d) and Section 8.01(e), any underwriter lock-up agreement applicable to such Member, any Vesting Letter and/or any other agreement between such Member may transfer and the Company, Manager, PubCo or any of their respective Controlled Affiliates, without the prior written approval of the Managing Member, no Member shall directly or indirectly Transfer all or any portion part of its Interest without Units or any right or economic interest pertaining thereto, including the express written right to vote or consent of the Majority-In-Interest of the Members. Notwithstanding the foregoing, on any Member may transfer such Member’s matter or to receive or have any economic interest in distributions or advances from the Company pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Member of Units in violation of this Agreement (and a breach of this Agreement by such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management of the Company, which rights ) and shall remain vested in the transferor Member) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, be null and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreementvoid ab initio. (b) Any transferee Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article VIII that: (i) the Transferor shall have provided to the Company prior notice of an Interest who such Transfer; (ii) the Transferee shall agree in writing to be bound by this Agreement by signing and delivering to the Company a joinder substantially in a form acceptable to the Company; (iii) the Transfer shall comply with all applicable Laws; (iv) to the knowledge of the Transferee and Transferor after reasonable inquiry of the Company, the Transfer shall not impose material liability or material reporting obligations on the Company or any Member thereof in any jurisdiction, whether domestic or foreign, or result in the Company or any Member thereof becoming subject to the jurisdiction of any Governmental Authority anywhere, other than the Governmental Authorities in which the Company is not already a then subject to such liability, reporting obligation or jurisdiction; and (v) such Transfer shall comply with Article IX (to the extent Article IX governs such Transfer of Units). (c) Notwithstanding any other provision of this Agreement to the contrary, but subject to Article IX, no Member shall become Transfer all or any part of its Units or any right or economic interest pertaining thereto if such Transfer, in the reasonable discretion of the Managing Member, would cause the Company to (i) be classified as a substituted Member only upon executing a signature page “publicly traded partnership” as that term is defined in Section 7704 of the Code and Regulations promulgated thereunder or Joinder Agreement (ii) fail to qualify for the safe harbor contained in Treasury Regulations Section 1.7704-1(h). (d) Any Transfer of Units pursuant to this Agreement, including this Article VIII, shall be subject to the provisions of Section 3.01 and Section 3.02. (e) For the avoidance of doubt, in addition to any restrictions on Transfer set forth in this Article VIII that may apply to such Transfer, (i) any Transfer of Units by any Member shall be subject to the restrictions on Transfer applicable thereto pursuant to any Vesting Letter to which such Member is a party and (ii) any Transfer of Employee Holdco Member Interests (as determined by defined below) shall be subject to the Majority-In-Interest of restrictions on Transfer applicable thereto pursuant to the Members. Upon such executionEmployee Holdco I LLC Agreement, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted Employee Holdco II LLC Agreement or Executive Holdco LLC Agreement, as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderapplicable.

Restrictions on Transfers. (a) No Member Unit may be transferred, sold, assigned or exchanged if the transfer or sale of such Unit, when added to the total of all other transfers or any portion sales of its Interest without Units within the express written consent period of twelve (12) consecutive months prior to the proposed date of sale or exchange, would, in the opinion of counsel for the Partnership, result in the termination of the Majority-In-Interest Partnership under Section 708 of the Members. Notwithstanding Code unless the foregoing, any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management of the Company, which rights shall remain vested in the transferor Member) to a transferee that is an Affiliate of Partnership and the transferring Member, to holder shall have received a ruling from the Member’s estate, IRS that the proposed sale or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any exchange will not cause such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreementtermination. (b) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page No transfer or Joinder Agreement to this Agreementassignment may be made if, as determined a result of such transfer, a Limited Partner (other than one transferring all of his Units) will own fewer than the minimum number of Units required to be purchased under Section 8.5(b) hereof, unless such transfer is made on behalf of a Retirement Plan, or such transfer is made by gift, inheritance, intra-family transfer, family dissolution or to an Affiliate. (c) No transfer or assignment of any Unit may be made if counsel for the Majority-In-Interest Partnership is of the Members. Upon opinion that such executiontransfer or assignment would be in violation of any state securities or “Blue Sky” laws (including investment suitability standards) applicable to the Partnership. (d) All Units originally issued pursuant to qualification under the California Corporate Securities Law of 1968 shall be subject to, and all documents of assignment and transfer evidencing such Units shall bear, the transferee following legend condition: (e) No transfer or assignment of an Interest any interest in the Partnership shall become a substituted Member. Unless and until a transferee is admitted as a substituted Memberbe made (i) in the case of Units subject to Section 17.3(d) hereof, at unless the discretion transferor shall have obtained, if necessary, the consent of the Majority-In-Interest California Commissioner of the MembersDepartment of Corporations to such transfer, (ii) unless the transferee shall have paid or, at the election of the General Partners, obligated himself to pay, all reasonable expenses connected with such transfer, substitution and admission, including, but not limited to, the cost of preparing an appropriate amendment to this Agreement to effectuate the transferee’s admission as a substituted Limited Partner pursuant to Section 17.4 hereof, or (iii) where the assignor and Assignee agree in connection therewith that the assignor shall exercise any residual powers remaining in him as a Limited Partner in favor of or in the interest or at the direction of the Assignee. (f) With the exception of intra-family transfers or transfers made by gift, inheritance or family dissolution, no right transfer or assignment of any interest in the Partnership shall be made unless the transferee has (i) either (A) a net worth of at least forty-five thousand dollars ($45,000) and an annual gross income of at least forty-five thousand dollars ($45,000) or (B) a net worth of at least one hundred fifty thousand dollars ($150,000) and (ii) satisfied any higher suitability standards that may apply in the transferee’s state of primary residence. For purposes of the foregoing standards, net worth is computed exclusive of home, furnishings and automobiles. Each transferee will be required to exercise represent that he complies with the applicable standards, that he is purchasing in a fiduciary capacity for a Person meeting such standards, or that he is purchasing with funds directly or indirectly supplied by a donor who meets such standards. No transfer may be made to any Person who does not make such representation. (g) No Limited Partner may transfer or assign any Units or beneficial ownership interests therein (whether by sale, exchange, repurchase, redemption, pledge, hypothecation or liquidation), and any such purported transfer shall be void ab initio and shall not be recognized by the Partnership or be effective for any purpose unless (i) the General Partners determine, in their sole discretion, that the Partnership would be able to satisfy any of the powerssecondary market safe harbors contained in Treasury Regulations Section 1.7704-1 (or any other applicable safe harbor from publicly traded partnership status which may be adopted by the IRS) for the Partnership’s taxable year in which such transfer otherwise would be effective, rightsor (ii) the Partnership has received an opinion of counsel satisfactory to the General Partners or a favorable IRS ruling that any such transfer will not result in the Partnership’s being classified as a publicly traded partnership for federal income tax purposes. The Limited Partners agree to provide all information with respect to a proposed transfer that the General Partners deem necessary or desirable in order to make such determination, including but not limited to, information as to whether the transfer occurred on a secondary market (or the substantial equivalent thereof). (h) Any purported transfer or assignment not satisfying all of the foregoing conditions shall be void ab initio, and privileges no purported transfer or assignment shall be of any effect unless all of the foregoing conditions have been satisfied. (i) A Limited Partner requesting a Member hereundertransfer of Units shall be required, as a condition to effecting such transfer, to pay a reasonable transfer fee in an amount determined by the General Partners to be sufficient to cover the costs to the Partnership associated with such transfer. A Member who has transferred its entire Interest in accordance with Section 9.2 to fee of fifty dollars ($50) shall be deemed reasonable, but shall not preclude a transferee hereunder shall cease to be conclusion by the General Partners that a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderhigher fee is reasonable.

Restrictions on Transfers. (a) No Except as provided in this Article VIII, no Member shall Transfer all or any part of its Units or any right pertaining thereto, including the right to vote or consent on any matter or to receive distributions or advances from the Company pursuant thereto without the prior approval of the Board in its sole discretion; provided, however, that, in accordance with Section 2.11 and the Section 2.01 Principle, no such prior approval of the Board shall be required in connection with any such Transfer that corresponds to a Transfer of Holdco A Shares effected at the request of such Member and in accordance with the Holdco Agreement, subject to the satisfaction of the applicable requirements described in Section 3.02(b); provided, further, that, at the election of either such Member or the Manager, any such Transfer of all or a portion of such corresponding Holdco A Shares may transfer be effected by an exchange of such corresponding Holdco A Shares in redemption of the corresponding Units held by such Member followed by the Transfer by such Member of such corresponding Holdco Class A Shares to the Transferee. Any Transfer, either directly or indirectly, or issuance of Equity Securities by a Member or a Permitted Transferee, with the purpose or effect of circumventing (as determined in good faith by the Manager) the foregoing provisions, shall not be in compliance with the provisions of this Agreement, and shall be deemed a Transfer by such Member of Units in violation of this Agreement (and a breach of this Agreement by such Member) and shall be null and void ab initio. (b) It shall be a condition precedent to any Transfer of Units otherwise permitted or approved pursuant to this Article VIII that: (i) the Transferor shall have provided to the Company prior written notice of such Transfer at least ten (10) Business Days in advance of such Transfer; (ii) the Transferee, in the case of a Transfer of Units, shall agree in writing to be bound by this Agreement and the terms of any Award Agreements to which such Units are subject and shall have executed and delivered an Addendum Agreement in the form attached thereto; (iii) the Transfer shall comply with all applicable federal, state or foreign laws, including securities laws; (iv) the Transfer will not subject the Company to any registration or reporting requirements of the Investment Company Act of 1940, as amended; (v) the Transfer shall not impose any material liability or reporting obligation on the Company, any Member (other than the Transferor or the Transferee) or the Manager in any jurisdiction, whether domestic or foreign, or result in the Company, any Member or the Manager becoming subject to the jurisdiction of any court or governmental entity anywhere, other than the states, courts and governmental entities in which the Company or the Manager is then subject to such liability, reporting obligation or jurisdiction; (vi) if at the time of the Transfer the Company is classified as a partnership for U.S. federal income tax purposes, the Transfer shall satisfy one or more safe harbor provisions of Treasury Regulations Section 1.7704-1 including Sections 1.7704-1(e), (f), (g), (h) and (j), relating to “publicly traded partnerships”; (vii) if at the time of the Transfer the Company is classified as a partnership for U.S. federal income tax purposes, the Transfer shall not cause a Dissolution Event or, unless the Manager determines it to be immaterial, a termination of the Company pursuant to Section 708 of the Code; (viii) the Transfer shall not cause all or any portion of its Interest without the express written consent assets of the Majority-In-Interest Company to constitute “plan assets” under United States Employee Retirement Income Security Act of 1974, as amended, or the Code; and (ix) upon the request of the Members. Notwithstanding the foregoingManager, any Member undertaking a Transfer of such Units pursuant to this Article VIII shall have delivered an opinion of counsel, in form and substance reasonably satisfactory to the Manager that such Transfer complies with the conditions set forth clauses (i) through (viii) of this Section 8.01(b). The Manager may transfer also request officer certificates and representations and warranties from the Transferee and Transferor as to the matters set forth in this Section 8.01(b) and such other factual matters as the Manager may reasonably request. (c) Notwithstanding anything to the contrary contained in Section 8.01 (other than the provisions of Section 8.01(b), which shall be applicable in any event), any Transfer by any Member of (x) all or any of such Member’s economic interest in Class A Units to a spouse, lineal ancestor, lineal descendant, legally adopted child, brother or sister of such Member, (y) all or any portion of such Member’s Interest Units to a lineal descendant or legally adopted child of a brother or sister of any Person described in the immediately preceding clause (but not x) (any rights Person described in the immediately preceding clause (x) or (y), a “Family Member”) or to vote, consent, approvea trust or other entity whose sole and exclusive beneficiaries are such Member and/or Family Members of such Member, or otherwise participate (z) not more than twenty percent (20%) of the Class A Units issued to such Member to another Member, provided that, in the management case of the Companyclauses (x), which rights shall remain vested (y) and (z), such Transfers would not result in the transferor Member) to a transferee that is an Affiliate violation of the transferring Memberapplicable law, to the Member’s estate, including U.S. federal or to one or more members of the Member’s immediate family (spouse, ancestors, state securities laws and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunder.Transferee

Restrictions on Transfers. Any transfer of this Warrant or the Shares or the shares of common stock issuable upon conversion of the Shares (athe “Securities”) No Member may transfer must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of its Interest without the express written consent Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Majority-In-Interest Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant to the same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management manner and circumstances of the Companyproposed disposition, which rights shall remain vested in the transferor Member(B) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right confirmed to exercise any the satisfaction of the powersCompany in writing, rightssubstantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and privileges shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a Member hereunder. A Member who has transferred its entire Interest “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with Section 9.2 the terms of the notice delivered by the Holder to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderCompany.

Restrictions on Transfers. Subject to Section 5, this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (awhich shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant or the Shares issuable upon the exercise hereof (the “Securities”) No Member may transfer must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of its Interest without the express written consent Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Majority-In-Interest Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant to the same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management manner and circumstances of the Companyproposed disposition, which rights shall remain vested in the transferor Member(B) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right confirmed to exercise any the satisfaction of the powersCompany in writing, rightssubstantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and privileges shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) such Holder shall have furnished the Company, at the Holder’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a Member hereunder. A Member who has transferred its entire Interest “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with Section 9.2 the terms of the notice delivered by the Holder to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderCompany.

Restrictions on Transfers. (a) No Except as provided in this Article VIII, no Member may transfer shall Transfer all or any part of its Units or any right pertaining thereto, including the right to vote or consent on any matter or to receive distributions or advances from the Company pursuant thereto without the prior approval of the Board in its sole discretion. Any such Transfer, either directly or indirectly, or issuance of Securities by a Member or a Permitted Transferee, with the purpose or effect of circumventing (as determined in good faith by the Manager) the foregoing restriction, shall not be in compliance with the provisions of this Agreement, and shall be deemed a Transfer by such Member of Units in violation of this Agreement (and a breach of this Agreement by such Member) and shall be null and void ab initio. (b) It shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article VIII that: (i) the Transferor shall have provided to the Company prior written notice of such Transfer at least ten (10) Business Days in advance of such Transfer; (ii) the Transferee, in the case of a Transfer of Units, shall agree in writing to be bound by this Agreement and the terms of any Award Agreements to which such Units are subject and shall have executed and delivered an Addendum Agreement in the form attached thereto; (iii) the Transfer shall comply with all applicable federal, state or foreign laws, including securities laws; (iv) the Transfer will not subject the Company to any registration or reporting requirements of the Investment Company Act of 1940, as amended; (v) the Transfer shall not impose any material liability or reporting obligation on the Company, any Member (other than the Transferor or the Transferee) or the Manager in any jurisdiction, whether domestic or foreign, or result in the Company, any Member or the Manager becoming subject to the jurisdiction of any court or governmental entity anywhere, other than the states, courts and governmental entities in which the Company or the Manager is then subject to such liability, reporting obligation or jurisdiction; (vi) if at the time of the Transfer the Company is classified as a partnership for U.S. federal income tax purposes, the Transfer shall satisfy one or more safe harbor provisions of Treasury Regulations Section 1.7704-1 including Sections 1.7704-1(e), (f), (g), (h) and (j), relating to “publicly traded partnerships”; (vii) if at the time of the Transfer the Company is classified as a partnership for U.S. federal income tax purposes, the Transfer shall not cause a Dissolution Event or, unless the Manager determines it to be immaterial, a termination of the Company pursuant to Section 708 of the Code; (viii) the Transfer shall not cause all or any portion of its Interest without the express written consent assets of the Majority-In-Interest Company to constitute “plan assets” under United States Employee Retirement Income Security Act of 1974, as amended, or the Code; and (ix) upon the request of the Members. Notwithstanding the foregoingManager, any Member undertaking a Transfer of such Units pursuant to this Article VIII shall have delivered an opinion of counsel, in form and substance reasonably satisfactory to the Manager that such Transfer complies with the conditions set forth clauses (i) through (viii) of this Section 8.01(b). The Manager may transfer also request officer certificates and representations and warranties from the Transferee and Transferor as to the matters set forth in this Section 8.01(b) and such other factual matters as the Manager may reasonably request. (c) Notwithstanding anything to the contrary contained in Section 8.01 (other than the provisions of Section 8.01(b), which shall be applicable in any event), any Transfer by any Member of all or any of its respective Class B Units to (x) a spouse, lineal ancestor, lineal descendant, legally adopted child, brother or sister of such Member or (y) a lineal descendant or legally adopted child of a brother or sister of any Person described in the immediately preceding clause (x) (any Person described in the immediately preceding clause (x) or (y), a “Family Member”) or to a trust or other entity whose sole and exclusive beneficiaries are such Member and/or Family Members of such Member’s economic interest , provided, that such Transfers would not result in a violation of applicable law, including U.S. federal or state securities laws and such Member’s Interest Transferee executes and delivers to the Company an Addendum Agreement (but not each such Transfer described in clause (x) or (y), a “Permitted Transfer” and each such Person receiving Class B Units pursuant to such Permitted Transfer, a “Permitted Transferee”) shall be permitted at any rights to vote, consent, approve, or otherwise participate in the management time without prior approval of the CompanyManager. (d) Notwithstanding anything to the contrary contained in this Agreement, which rights upon the consummation of any Transfer of Units permitted pursuant to this Article VIII, if such Transferor owes any amount pursuant to any Management Loan, then until such time as all outstanding amounts under such Management Loan have been repaid in full, the Company shall remain vested in the transferor Member) to a transferee that is an Affiliate direct payment of the transferring Memberapplicable consideration received pursuant to such Transfer first to the repayment of such Management Loan, or, to the Member’s estateextent such consideration is received by such Transferor, such Transferor shall pay such amounts to the Company or to one or more members of the Member’s immediate family Holdco (spouse, ancestors, and descendantsas applicable) or a trust for their benefit, for estate planning purposes; provided, however, that any as lender under such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this AgreementManagement Loan. (b) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunder.

Restrictions on Transfers. (a) No Subject to Section 11.2 and subsections (b), (c) and (d) of this Section 11.1, a Member may transfer (i) transfer, sell, assign, pledge, encumber or otherwise directly dispose of all or any portion of its Interest without the express written consent of the Majority-In-Interest of the Members. Notwithstanding the foregoingMembership Interest, any or (ii) by merger or other business combination involving such Member may transfer such Member’s economic interest or a company directly or indirectly owning equity interests in such Member’s , cause a change in the ownership of, all or any portion of its Membership Interest (but not any rights to vote, consent, approve, or otherwise participate transaction described in the management of the Company, which rights shall remain vested in the transferor Member) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family clauses (spouse, ancestors, and descendantsi) or (ii), a trust for their benefit"Transfer"), for estate planning purposes; provided, however, that in each case without the prior consent of any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such other Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any All Transfers hereunder shall be by instrument (including in the case of a merger or business combination the relevant agreement or plan of merger or combination), in form and substance reasonably satisfactory to the Company, which instrument shall contain an express statement by the transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement its agreement to accept, adopt and be bound by all of the terms and provisions of this Agreement, as determined the same may have been amended from time to time, which shall include a Certificate duly endorsed for transfer by the Majority-In-Interest transferring Member and delivered to the Company. All Transfers shall provide for the payment by the transferring Member of all reasonable expenses incurred by the Members. Upon Company in connection with such executionTransfer, including, without limitation, the transferee of an Interest shall become a substituted Membernecessary amendments to this Agreement to reflect such Transfer. Unless The transferring Member and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have execute and acknowledge any and all such instruments as the Company may reasonably request to effectuate such Transfer, in each case in form and substance reasonably satisfactory to the Company. Except pursuant to a Transfer under subsection (d) of this Section 11.1, in no right event shall the Company dissolve or terminate pursuant to exercise Section 708 of the Code or otherwise upon the admission of any Member to the Company or upon any permitted Transfer of an interest in the Company by any Member. (c) Notwithstanding anything to the contrary in this Agreement, at law or in equity, no Member shall Transfer or otherwise affect any Membership Interest in a way that would cause a default under any material agreement, license, permit or other instrument of any kind whatsoever to which the Company is a party or by which it is bound or that would cause, or might be reasonably expected to cause, an Adverse PUHCA Event or an Adverse QF Event. In addition, without the consent of the other Members, no Transfer (whether to a Subsidiary or otherwise) shall relieve or release the assigning Member from any of its obligations under the powersTransaction Documents, rightsexcept as permitted thereunder. (d) Subject to Section 11.2 and subsections (b) and (c) of this Section 11.1 (other than the last sentence of subsection (b)), for a period of twelve months from March , 2003, each of Duke RF and privileges UAE RF, while affiliated with Duke Energy Services, Inc. and United America Energy Corp., as the case may be (the "Initial Members") shall be entitled, without the consent of any other Member, to effect a Transfer that may result in a termination of the Company pursuant to Section 708(b)(1)(B) of the Code. If either of the Initial Members effects a Transfer pursuant to this subsection (d) that results in a termination of the Company pursuant to Section 708(b)(1)(B) of the Code (an "Initial Transfer"), such Initial Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 (or a wholly owned Subsidiary thereof) shall be permitted to a transferee hereunder shall cease effect one (but not more than one) additional Transfer pursuant to be a Member upon this subsection (d), provided that such additional Transfer is effected within 30 days after the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderInitial Transfer.

Restrictions on Transfers. (a) No Except as expressly permitted by Section 8.02, and subject to Section 8.01(b), Section 8.01(c), and Section 8.01(d), any underwriter lock-up agreement applicable to such Member, and/or any other agreement between such Member may transfer and the Company, Pubco or any of their controlled Affiliates, without the prior written approval of the Managing Member, no Member shall directly or indirectly Transfer all or any portion part of its Interest without Units or any right or economic interest pertaining thereto, including the express written right to vote or consent of the Majority-In-Interest of the Members. Notwithstanding the foregoing, on any Member may transfer such Member’s matter or to receive or have any economic interest in distributions or advances from the Company pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Member of Units in violation of this Agreement (and a breach of this Agreement by such Member’s Interest ) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article VIII, (but i) the Exchange Agreement shall govern the exchange of Paired Interests for shares of Class A Common Stock, and an exchange pursuant to and in accordance with the Exchange Agreement shall not any rights to votebe considered a “Transfer” for purposes of this Agreement, consent, approve, or otherwise participate (ii) a Transfer of Registrable Securities (as such term is defined in the management Investor Rights Agreement) in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes of the Company, which rights shall remain vested in the transferor Member) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestorsAgreement, and descendants(iii) or any other Transfer of shares of Class A Common Stock shall not be considered a trust “Transfer” for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to purposes of this Agreement. (b) Any transferee Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article VIII that: (i) the Transferor shall have provided to the Company prior notice of an such Transfer; (ii) the Transfer shall comply with all Applicable Laws; and (iii) with respect to any Transfer of any Nonvoting Common Unit that constitutes a portion of a Paired Interest, concurrently with such Transfer, such Transferor shall also Transfer to such Transferee the number of shares of Class B Common Stock constituting the remainder of such Paired Interest who is not already a (which, as of the date hereof, would be one share of Class B Common Stock). (c) Notwithstanding any other provision of this Agreement to the contrary, no Member shall become directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto if such Transfer, in the reasonable discretion of the Managing Member, would cause the Company to be classified as a substituted Member only upon executing a signature page or Joinder Agreement “publicly traded partnership” as that term is defined in Section 7704 of the Code and Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, as determined by including this Article VIII, shall be subject to the Majority-In-Interest provisions of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless Section 3.01 and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunder3.02.

Restrictions on Transfers. This Warrant may not be transferred or assigned in whole or in part without the Company's prior written consent, and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant or the Shares (athe "Securities") No Member may transfer must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of its Interest without the express written consent Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Majority-In-Interest Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant to the same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of such Holder's intention to make such disposition and shall have furnished the Company with a detailed description of the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management manner and circumstances of the Companyproposed disposition, which rights shall remain vested in the transferor Member(B) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right confirmed to exercise any the satisfaction of the powersCompany in writing, rightssubstantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee's own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and privileges shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if reasonably requested by the Company, such Holder shall have furnished the Company, at the Holder's expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a Member hereunder. A Member who has transferred its entire Interest "no action" letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with Section 9.2 the terms of the notice delivered by the Holder to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderCompany.

Restrictions on Transfers. (a) No Member may Except as provided in Section 3.6(c) below, but notwithstanding the other provisions of this Article III, no Transfer of any Shares shall be made if such Transfer would: (i) violate the then Applicable Law, including U.S. federal or state securities laws or rules and regulations of the SEC, any state securities commission or any other applicable securities laws of a Governmental Entity (including those outside the jurisdiction of the U.S.) with jurisdiction over such Transfer or have the effect of rendering unavailable any exemption under Applicable Law relied upon for a prior transfer of such Shares; (ii) terminate the existence or qualification of the Company under the laws of the jurisdiction of its formation; (iii) cause the Company to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for U.S. federal income tax purposes (to the extent not already so treated or taxed); (iv) require the Company to be subject to the registration requirements of the Investment Company Act; or (v) result in (A) all or any portion of its Interest the Assets of the Company becoming or being deemed to be “plan assets” (pursuant to ERISA, the Code or any applicable Similar Law or otherwise) of any existing or contemplated Member or be subject to the provisions of ERISA, Section 4975 of the Code, or any applicable Similar Law, or (B) the Manager becoming or being deemed to be a fiduciary with respect to any existing or contemplated Member pursuant to ERISA, the Code, any applicable Similar Law or otherwise. (b) The Manager may impose restrictions on the Transfer of Shares if it receives an Opinion of Counsel that such restrictions are necessary or advisable to avoid a significant risk of the Company becoming taxable as a corporation or otherwise becoming taxable as an entity for U.S. federal income tax purposes. The Manager may impose such restrictions by amending this Agreement without the express written consent of the Majority-In-Interest approval of the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest . (c) Nothing contained in such Member’s Interest (but not any rights to vote, consent, approvethis Article III, or otherwise participate elsewhere in this Agreement, shall preclude (i) the Company from complying with its obligations under the Initial Offering Registration Rights Agreement or (ii) the settlement of any transactions involving Shares entered into through the facilities of any National Securities Exchange on which such Shares are listed for trading. (d) By acceptance of the Transfer of any Share, and subject to compliance with Sections 3.5 and 3.6 with respect to such Transfer, each transferee of a Share (including any nominee holder or an agent or representative acquiring such Shares for the account of another Person): (i) shall be admitted to the Company as a Substitute Member with respect to the Shares so Transferred to such transferee when any such Transfer or admission is reflected in the management books and records of the Company; (ii) shall be deemed to agree to be bound by the terms of this Agreement; (iii) shall become the Record Holder of the Shares so Transferred; (iv) grants powers of attorney to the officers of the Company and any Liquidator of the Company, which rights as specified herein; and (v) makes the consents and waivers contained in this Agreement. (e) Any Transfer of a Share shall remain vested not entitle the transferee to share in the transferor Member) to a transferee that is an Affiliate of the transferring Memberprofits and losses, to the Member’s estatereceive distributions, to receive allocations of income, gain, loss, deduction or credit or any similar item or to one or more members of any other rights to which the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give transferor was entitled until the transferee only the right becomes a Member pursuant to receive distributions this Article III. (f) The Transfer of any Shares and the income, gain and loss allocable to such Member’s Interest to which such admission of any new Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject not constitute an amendment to this Agreement. (bg) Any transferee For the avoidance of an Interest who is not already doubt, the restrictions on the Transfer of Shares contained herein shall be in addition to restrictions on the Transfer of Shares applicable to a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement pursuant to this Agreement, as determined by the Majority-In-Interest terms of any agreement entered into among the Members. Upon Company and such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunder.

Restrictions on Transfers. 7.2.1. No sale, exchange, transfer or assignment of any Units may be made if, in the opinion of counsel to the Partnership, such sale, exchange, transfer or assignment would: (ai) No Member may transfer when added to the total of all other Units sold or exchanged within a period of 12 consecutive months prior thereto, result in the Partnership being considered to have terminated within the meaning of Section 708 of the Code; provided, that any deferred sales or exchanges shall be made (in chronological order to the extent practicable) as of the first day of a fiscal quarter after the end of any such 12-month period, subject to the provisions of this Article 7; (ii) cause the Partnership to become a publicly-traded partnership for Federal income tax purposes; (iii) cause the Partnership to cease to qualify under Section 42(j)(5)(B) or Section 47 of the Code; (iv) result in the Partnership or any portion other Partner being required to recapture any Tax Credits unless the holder of such Units indemnifies the Partnership and its Interest without Partners for such recapture; or (v) result in the express written consent Partnership being treated as an association taxable as a corporation for Federal income tax purposes. 7.2.2. No sale, exchange, transfer or assignment of any Unit shall be made to any Person exempt from Federal income tax under Section 501 of the Majority-In-Interest Code, to any Person defined in Section 168(h)(2) of the Members. Notwithstanding the foregoingCode, to any Member may transfer such Member’s economic interest Individual Retirement Account as defined in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management Section 408(a) of the Company, which rights shall remain vested in the transferor Member) to a transferee that is an Affiliate of the transferring MemberCode, to the Member’s estateany Xxxxx Plan, to any nonresident alien, or to one any foreign Person. 7.2.3. Any transfer of a Unit to a Person who makes a market in securities shall be void ab initio unless such Person shall certify to the General Partner that it has acquired such Unit solely for investment purposes and not for the purpose of resale. 7.2.4. No purported sale, exchange, transfer or more members assignment by a transferror of a Unit shall be permitted unless the Member’s immediate family transferror shall have represented that such transfer: (spousei) was effected through a broker-dealer or matching agent whose procedures with respect to the transfer of Units have been approved by the General Partner as not being incident to trading on an established securities market or a secondary market and not through any other broker-dealer or matching agent; or (ii) otherwise was not effected through an established securities market or through a broker-dealer or matching agent which makes a market in Units or which provides a readily available, ancestorsregular and ongoing opportunity to the holders of Units to sell or exchange their Units through a public means of obtaining or providing information of offers to buy, sell or exchange Units. 7.2.5. All Units shall be subject to, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any all documents of assignment and transfer evidencing such transfer Units shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest of the Members. Upon such executionbear, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunder.following legend condition:

Restrictions on Transfers. (a) No Member may transfer all or any portion of its Interest without the express written consent of the Majority-In-Interest of the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest Anything in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management of the Company, which rights shall remain vested in the transferor Member) to a transferee that is an Affiliate of the transferring Member, this Agreement to the Member’s estatecontrary notwithstanding, no issuance or to one Transfer of Interests otherwise permitted or more members of required by this Agreement shall be made unless such issuance or Transfer is in compliance with U.S. and other federal and state securities laws, including the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions Securities Act and the income, gain rules and loss allocable to such Member’s Interest to which such Member would otherwise be entitledregulations thereunder, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this AgreementPartnership Act. (b) Any Anything in this Agreement to the contrary notwithstanding, unless otherwise agreed to in writing by the General Partner, no Transfer of Interests otherwise permitted or required by this Agreement shall be effective unless and until any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement party to this AgreementAgreement (and such transferee’s spouse, as determined if applicable) shall execute and deliver to the Partnership an Addendum Agreement in which such transferee (and such transferee’s spouse, if applicable) agrees to be bound by this Agreement and to observe and comply with this Agreement and with all obligations and restrictions imposed on the Majority-In-Interest of the MembersPartners hereby and thereby. Upon such execution, the transferee of an Interest shall become Any Person who is not already a substituted Member. Unless party to this Agreement and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest acquires Interests in accordance with Section 9.2 the provisions of this Agreement shall be required to become a transferee hereunder shall cease party to this Agreement by executing (together with such Person’s spouse, if applicable) an Addendum Agreement. (c) Transfers of Interests may be a Member upon made only in strict compliance with all applicable terms of this Agreement and the effective date of such transfer and thereafter shall have no further powers, rightsInvestors Agreement, and privileges any purported Transfer of Interests that does not so comply with all applicable provisions of this Agreement and the Investors Agreement shall be null and void and of no force or effect, and the Partnership shall not recognize or be bound by any such purported Transfer and shall not effect any such purported Transfer on the transfer books of the Partnership or Capital Accounts of the Partners. The parties hereto agree that the restrictions contained in this Article IV and the Investors Agreement are fair and reasonable and in the best interests of the Partnership and its Partners. (d) All newly issued Interests shall only be issued to Persons who are or become party to this Agreement by execution of an Addendum Agreement. (e) Transfers made in accordance with this Agreement shall be effected by such documents and instruments as a Member hereunderare necessary to comply with the Partnership Act and other applicable Cayman Islands Law, including the Addendum Agreement or such other form of instrument of Transfer approved by the General Partner.

Restrictions on Transfers. Subject to Section 5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent, and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant or the Shares (athe “Securities”) No Member may transfer must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of its Interest without the express written consent Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Majority-In-Interest Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant to the same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management manner and circumstances of the Companyproposed disposition, which rights shall remain vested in the transferor Member(B) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right confirmed to exercise any the satisfaction of the powersCompany in writing, rightssubstantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and privileges shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a Member hereunder. A Member who has transferred its entire Interest “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with Section 9.2 the terms of the notice delivered by the Holder to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderCompany.

Restrictions on Transfers. (a) No Member may transfer Each Stockholder hereby agrees that it will not Transfer all or any fraction of its Shares except as permitted by this Agreement. No transfer, sale, assignment, grant of a participation in, gift, pledge, encumbrance, hypothecation, exchange or other disposition (herein collectively called a "Transfer") of all or any fraction of a Stockholder's Shares, may be made except (i) with the prior consent of the Stockholders holding not less than eighty percent (80%) of the issued and outstanding Shares of the Corporation, which consent may be given or withheld in their sole discretion, or (ii) in accordance with and as specifically permitted by the provisions of this Agreement; provided that, subject to Section 7.1(d), the following Transfers ("Permitted Transfers") shall not be subject to the restrictions contained in this Section 7.1: (i) any Stockholder that is an entity may at any time Transfer all or a portion of its Interest without Shares to its ultimate parent entity (the express written consent "Parent") of which it is a direct or indirect wholly owned subsidiary or to any wholly owned direct or indirect subsidiary of such Parent (a "Controlled Subsidiary"), it being understood that, with respect to a Controlled Subsidiary, the later sale, liquidation or spin-off of such Controlled Subsidiary or other transaction in which the Parent ceases to control, directly or indirectly, 100% of the Majority-In-Interest equity of the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management Controlled Subsidiary would constitute an indirect Transfer of the CompanyShares, which rights shall remain vested Transfer may only be made in compliance with the transferor Memberterms and restrictions set forth in this Agreement; (ii) any Stockholder may at any time Transfer all or a portion of its Shares to a transferee that is an Affiliate of Person controlled by such Stockholder, it being understood that, the later sale, liquidation or spin-off or other transaction in which such Person ceases to be controlled by the transferring MemberStockholder would constitute an indirect Transfer of Shares, which Transfer may only be made in compliance with the terms and restrictions set forth in this Agreement; (iii) a Transfer by operation of law to the Member’s estateestate or personal representative of a deceased or incompetent individual Stockholder (which estate or representative will then be subject to the same restrictions on Transfer as all other Stockholders); and (iv) a Transfer by a Stockholder to his or her parents and siblings, their respective spouses and descendants and the spouses of such descendants or to a trust the beneficiaries which consist exclusively of one or more members of the Member’s immediate family forgoing. (spouseb) A Stockholder (the "Selling Stockholder") that receives a bona fide offer or other written form of an expression of interest from a Third Party Transferee may Transfer all or a portion of such Stockholder's Shares only in accordance with the following procedures: (i) The Selling Stockholder shall provide written notice to the Board and to the other Stockholders of the terms and conditions of the proposed Transfer, ancestorsincluding the proposed purchase price (the "Asking Price") for the Shares (or portion thereof) it is seeking to Transfer (the "Offered Shares") and the name and address of the Third Party Transferee. Such notice shall constitute an irrevocable offer by the Selling Stockholders to sell the Offered Shares to the non-selling Stockholders for the Asking Price. (ii) The non-selling Stockholders shall have the right during a twenty-one (21) day period to propose to acquire the Offered Shares for the Asking Price (or some portion of the Offered Shares for a pro rata portion of the Asking Price), payable in cash. The closing of any sale pursuant to this Section 7.1(b)(ii) shall take place within fifteen (15) days following the end of such twenty-one (21) day period. (iii) If the Offered Shares (or a portion thereof) is not proposed to be acquired by the non-selling Stockholders by the end of the twenty-one (21) day period specified in Section 7.1(b)(ii) or actually acquired by the non-selling Stockholders by the end of the further fifteen (15) day period specified therein (other than by reason of the Selling Stockholder's default), then the Selling Stockholder may Transfer the Offered Shares (or a portion thereof) within an additional thirty (30) days, at not less than the Asking Price to the Third Party Transferee. (iv) If the Selling Stockholder does not consummate the Transfer of the Offered Shares (or a portion thereof) to the Third Party Transferee within the additional thirty (30) day period specified in Section 7.1(b)(iii), such Selling Stockholder must follow the procedures set forth in subparagraphs (i)-(iii) above in response to a bona fide offer from a Third Party Transferee. (c) If after compliance with Section 7.1(b) any Selling Stockholder proposes to Transfer its Shares and the Other Stockholders have not exercised their rights to acquire the Offered Shares pursuant to Section 7.1(b), then the Selling Stockholder may Transfer the Offered Shares provided it complies with the provisions of this Section 7.1(c). First, the Selling Stockholder shall give notice ("Notice of Sale") to the Corporation and the other Stockholders (the "Other Stockholders"), stating (i) the number of Shares the Selling Stockholder proposes to Transfer; (ii) the name and address of the proposed transferee; (iii) the proposed purchase price, terms of payment and other material terms and conditions of such proposed transfer; and (iv) the fair market value of any non-cash consideration offered by the proposed transferee. The Notice of Sale shall be deemed to be an offer by the Selling Stockholder to allow the Other Stockholders to participate, upon the purchase by the proposed transferee, in the sale of any Shares proposed to be sold by the Selling Stockholder for the same per share consideration and on the same terms. Each Stockholder shall have the right, for a period of sixty (60) days after the Notice of Sale is given, to accept such offer in whole or in part, exercisable by delivering a written notice to the Corporation and the Selling Stockholder within such sixty (60) day period, stating therein the number of Shares (which may be the number of Shares set forth in the Notice of Sale or a portion thereof) to be sold by such Stockholder to the proposed transferee. Prior to the earlier of (x) the end of such sixty (60) day period or (y) the acceptance or rejection by each Stockholder of the Selling Stockholder's offer, as the case may be, the Selling Stockholder shall not complete any sale of Shares to the proposed transferee. At the end of such sixty (60) day period, the Corporation shall calculate the total number of Shares that are proposed to be sold. Each Stockholder shall be entitled to sell to the proposed transferee that number of Shares (or if such number is not an integral number, the next integral number which is greater than such number) which shall be the product of (x) the aggregate number of Shares proposed to be sold by such Stockholder and (y) a fraction, the numerator of which shall be the number of Shares willing to be purchased by the proposed transferee and the denominator of which shall be the total number of Shares proposed to be sold by all Stockholders and other persons who have tag-along rights. Thereafter, for a period of ninety (90) days, the Selling Stockholder may sell Shares to the proposed transferee for the consideration stated and on terms no more favorable to the proposed transferee than those set forth in the Notice of Sale; provided that the proposed transferee shall simultaneously agree to and purchase the number of Shares as calculated above from those Stockholders who have accepted the Selling Stockholder's offer and shall agree in writing to be bound by the provisions of this Agreement as a new Stockholder. Any purchaser of Shares pursuant to this Section 7 shall be subject to, and descendants) or a trust for their benefithave the rights and benefits of, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions terms and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to conditions of this Agreement. (bd) Any transferee Notwithstanding any other provisions of an Interest who is this Article VIII, no Transfer of all or any fraction of a Stockholder's Shares may be made unless: (i) such Transfer would not already result in a Member shall become a substituted Member only upon executing a signature page violation of applicable law, including the Securities Act and any state securities or Joinder Agreement "Blue Sky" laws applicable to this Agreementthe Corporation or the Shares to be Transferred; (ii) such Transfer would not cause the Corporation to lose its exemption from the registration requirements of the Investment Company Act; (iii) such Transfer would not result in the Corporation being required to register under Section 12(g) of the Securities Exchange Act of 1934, as determined by the Majority-In-Interest of the Members. Upon such execution, amended; (iv) the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of Shares executes this Agreement; and (v) if requested by the Majority-In-Interest of the MembersBoard, the transferee Stockholder shall have no right provided an opinion of counsel reasonably satisfactory to exercise any of the powers, rights, Board as to the matters set forth in this Section 7.1(d)(i)-(iv) and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon such other matters as the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderBoard may reasonably request.

Restrictions on Transfers. Subject to Section 5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (awhich shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant or the Shares (the “Securities”) No Member may transfer must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of its Interest without the express written consent Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Majority-In-Interest Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant to the same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management manner and circumstances of the Companyproposed disposition, which rights shall remain vested in the transferor Member(B) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right confirmed to exercise any the satisfaction of the powersCompany in writing, rightssubstantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and privileges shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense, with (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a Member hereunder. A Member who has transferred its entire Interest “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with Section 9.2 the terms of the notice delivered by the Holder to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderCompany.

Restrictions on Transfers. (a) No Member may transfer all or any portion of its Interest Subject to the permitted transfers set out in Section 7.1(c): (i) the Founding Shareholder agrees that, without the express prior written consent of the Preferred Majority, it shall not (and shall procure that each Management Member shall not), directly or indirectly, Dispose of any of its/their Shares or any shares of other Group Companies within forty-In-Interest eight (48) months after April 17, 2018; and (ii) each Investor agrees that, without the prior written consent of the MembersFounding Shareholder, it shall not, directly or indirectly, Dispose of any of its Shares or any shares of other Group Companies within forty-eight (48) months after April 17, 2018. Notwithstanding In the foregoing, case that any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management of the Company, which rights shall remain vested in the transferor Member) to a transferee that Share is an Affiliate of the transferring Member, to the Member’s estate, or to held by its ultimate beneficial owner through one or more members levels of holding companies, any transfer, repurchase, or new issuance of the Member’s immediate family (spouse, ancestors, and descendants) shares of such holding companies or a trust for their benefit, for estate planning purposes; provided, however, similar transactions that any have the effect of changing the beneficial ownership of such Share shall be deemed as an indirect transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to of such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this AgreementShare. (b) Any transferee The Parties agree that the restrictions on the Disposal of Shares held by the Shareholders contained in this Agreement shall apply to such indirect transfer and shall not be circumvented by means any indirect transfer of the Shares. (c) Notwithstanding anything to the contrary contained herein, the transfer restrictions under this Section 7.1, Section 4 and Section 5 shall not apply to: (i) any transfer of Shares by a Shareholder to any of its Affiliates (the “Permitted Transferee”) (provided, that such Permitted Transferee agrees in writing to be bound by this Agreement in place of the relevant transferor by executing an Adherence Agreement as provided in Section 5.4 and such transferor shall remain jointly and severally liable with the Permitted Transferee and all subsequent Permitted Transferees who hold such Shares in respect of the obligations set out under this Agreement); (ii) any bona fide transfer by a limited partner of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page Investor of its partnership interest expressly permitted under the applicable limited partnership agreement, or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest change of the Members. Upon such executioncontrol of any limited partner of an Investor (provided that in each case, the transferee pursuant to any such transfer or change of an Interest shall become control is not a substituted Member. Unless and until a transferee is admitted as a substituted MemberCompetitor); or (iii) any transfer of Shares among the Individual Shareholders. (d) Notwithstanding anything to the contrary in the Transaction Documents or elsewhere, at each Investor agrees that, without the discretion prior written consent of the Majority-In-Interest Founding Shareholder, it shall not, and shall procure its transferee not to, transfer or sell any Share or any rights/interests under the Transaction Documents held by it to any Competitor of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderGroup Companies.

Restrictions on Transfers. (a) No Except as provided in this Article VIII, no Member may transfer shall Transfer all or any part of its Units or any right pertaining thereto, including the right to vote or consent on any matter or to receive distributions or advances from the Company pursuant thereto without the prior approval of the Board in its sole discretion. Any such Transfer, either directly or indirectly, or issuance of Equity Securities by a Member or a Permitted Transferee, with the purpose or effect of circumventing (as determined in good faith by the Manager) the foregoing restriction, shall not be in compliance with the provisions of this Agreement, and shall be deemed a Transfer by such Member of Units in violation of this Agreement (and a breach of this Agreement by such Member) and shall be null and void ab initio. (b) It shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article VIII that: (i) the Transferor shall have provided to the Company prior written notice of such Transfer at least ten (10) Business Days in advance of such Transfer; (ii) the Transferee, in the case of a Transfer of Units, shall agree in writing to be bound by this Agreement and the terms of any Award Agreements to which such Units are subject and shall have executed and delivered an Addendum Agreement in the form attached thereto; (iii) the Transfer shall comply with all applicable federal, state or foreign laws, including securities laws; (iv) the Transfer will not subject the Company to any registration or reporting requirements of the Investment Company Act of 1940, as amended; (v) the Transfer shall not impose any material liability or reporting obligation on the Company, any Member (other than the Transferor or the Transferee) or the Manager in any jurisdiction, whether domestic or foreign, or result in the Company, any Member or the Manager becoming subject to the jurisdiction of any court or governmental entity anywhere, other than the states, courts and governmental entities in which the Company or the Manager is then subject to such liability, reporting obligation or jurisdiction; (vi) if at the time of the Transfer the Company is classified as a partnership for U.S. federal income tax purposes, the Transfer shall satisfy one or more safe harbor provisions of Treasury Regulations Section 1.7704-1 including Sections 1.7704-1(e), (f), (g), (h) and (j), relating to “publicly traded partnerships”; (vii) if at the time of the Transfer the Company is classified as a partnership for U.S. federal income tax purposes, the Transfer shall not cause a Dissolution Event or, unless the Manager determines it to be immaterial, a termination of the Company pursuant to Section 708 of the Code; (viii) the Transfer shall not cause all or any portion of its Interest without the express written consent assets of the Majority-In-Interest Company to constitute “plan assets” under United States Employee Retirement Income Security Act of 1974, as amended, or the Code; and (ix) upon the request of the Members. Notwithstanding the foregoingManager, any Member undertaking a Transfer of such Units pursuant to this Article VIII shall have delivered an opinion of counsel, in form and substance reasonably satisfactory to the Manager that such Transfer complies with the conditions set forth clauses (i) through (viii) of this Section 8.01(b). The Manager may transfer also request officer certificates and representations and warranties from the Transferee and Transferor as to the matters set forth in this Section 8.01(b) and such other factual matters as the Manager may reasonably request. (c) Notwithstanding anything to the contrary contained in Section 8.01 (other than the provisions of Section 8.01(b), which shall be applicable in any event), any Transfer by any Member of (x) all or any of such Member’s economic interest in Class A Units to a spouse, lineal ancestor, lineal descendant, legally adopted child, brother or sister of such Member, (y) all or any portion of such Member’s Interest Units to a lineal descendant or legally adopted child of a brother or sister of any Person described in the immediately preceding clause (but not x) (any rights Person described in the immediately preceding clause (x) or (y), a “Family Member”) or to vote, consent, approvea trust or other entity whose sole and exclusive beneficiaries are such Member and/or Family Members of such Member, or otherwise participate (z) not more than twenty percent (20%) of the Class A Units issued to such Member to another Member, provided that, in the management case of clauses (x), (y) and (z), such Transfers would not result in a violation of applicable law, including U.S. federal or state securities laws and such Transferee executes and delivers to the Company an Addendum Agreement in a form then agreed to by the Manager, (each such Transfer described in clause (x), (y) or (z) a “Permitted Transfer” and each such Person receiving Class A Units pursuant to such Permitted Transfer, a “Permitted Transferee”) shall be permitted at any time without prior approval of the CompanyManager. (d) Notwithstanding anything to the contrary contained in this Agreement, which rights upon the consummation of any Transfer of Units permitted pursuant to this Article VIII, if such Transferor owes any amount pursuant to any Management Loan, then until such time as all outstanding amounts under such Management Loan have been repaid in full, the Company shall remain vested in the transferor Member) to a transferee that is an Affiliate direct payment of the transferring Memberapplicable consideration received pursuant to such Transfer first to the repayment of such Management Loan, or, to the Member’s estateextent such consideration is received by such Transferor, such Transferor shall pay such amounts to the Company or to one or more members of the Member’s immediate family Holdco (spouse, ancestors, and descendantsas applicable) or a trust for their benefit, for estate planning purposes; provided, however, that any as lender under such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this AgreementManagement Loan. (b) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunder.

Restrictions on Transfers. (a) No Except as expressly permitted by Section 8.02, and subject to Section 8.01(b), Section 8.01(c), Section 8.01(d) and Section 8.01(e), any underwriter lock-up agreement applicable to such Member may transfer and/or any other agreement between such Member and the Company, Pubco or any of their Controlled Affiliates, without the prior written approval of the Managing Member, no Member shall directly or indirectly Transfer all or any portion part of its Interest without Units or any right or economic interest pertaining thereto, including the express written right to vote or consent of the Majority-In-Interest of the Members. Notwithstanding the foregoing, on any Member may transfer such Member’s matter or to receive or have any economic interest in distributions or advances from the Company pursuant thereto, to any Person. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Member of Units in violation of this Agreement (and a breach of this Agreement by such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management of the Company, which rights ) and shall remain vested in the transferor Member) to a transferee that is an Affiliate of the transferring Member, be null and void ab initio. Notwithstanding anything to the Member’s estatecontrary in this Article 8, or to one or more members (i) Section 10.03 of this Agreement shall govern the Member’s immediate family (spouse, ancestorsexchange of LLC Units for shares of Class A Common Stock, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitledan exchange pursuant to, and the transferorin accordance with, each transfereeSection 10.03 of this Agreement shall not be considered a “Transfer” for purposes of this Agreement, and the economic interest so transferred (ii) any other Transfer of shares of Class A Common Stock shall remain subject to not be considered a “Transfer” for purposes of this Agreement. (b) Any transferee Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) the Transferor shall have provided to the Company prior notice of an Interest who is not already a such Transfer; and (ii) the Transfer shall comply with all Applicable Laws and the Managing Member shall become be reasonably satisfied that such Transfer will not result in a substituted violation of the Securities Act. (c) Notwithstanding any other provision of this Agreement to the contrary, no Member only upon executing shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto if such Transfer, in the reasonable discretion of the Managing Member, would (i) materially increase the risk that the Company would be classified as a signature page “publicly traded partnership” as that term is defined in Section 7704 of the Code and Regulations promulgated thereunder or Joinder Agreement (ii) reasonably be expected to create a material risk that the Company would have more than one hundred (100) partners, within the meaning of Treasury Regulations Section 1.7704-1(h)(1) (determined pursuant to the rules of Treasury Regulations Section 1.7704-1(h)(3)). (d) Any Transfer of Units pursuant to this Agreement, as determined including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02. (e) If there is a Transfer of Units to Permitted Transferees pursuant to this Agreement, the Units held by each such Permitted Transferee shall be included in calculating the Majority-In-Interest Substantial Ownership Requirement. (f) Notwithstanding anything contained herein to the contrary, in no event shall any Member that is not a “United States person” within the meaning of Section 7701(a)(30) of the Members. Upon Code Transfer any Units, unless such execution, Member and the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Memberhave delivered to the Company, at the discretion in respect of the Majority-In-Interest relevant Transfer, written evidence that all required withholding under Section 1446(f) of the Members, Code will have been done and duly remitted to the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest applicable taxing authority or duly executed certifications (prepared in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date applicable Treasury Regulations or other authorities) of an exemption from such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderwithholding.

Restrictions on Transfers. (a) No Except as expressly provided in this Agreement, no Member may transfer shall, directly or indirectly, Transfer all or any portion of its Interest without Class A Shares (or any beneficial interest therein), Parent shall cause any holder of a direct or indirect equity interest in the express HS Member (other than stockholders of Parent) not to transfer such equity interest, and KM shall cause any holder of a direct or indirect equity interest in a JVP Member Entity not to transfer such equity interest, in each case, unless (i) such Transfer is in accordance with this Article VII, (ii) the Transferor gives the Company not less than ten (10) Business Days prior written consent notice of such Transfer (unless greater prior notice is required by this Agreement, in which case the Transferor shall give such greater notice), (iii) all required consents or approvals of any Governmental Authority shall have been obtained, (iv) the Transferee executes and delivers a counterpart of the Majority-In-Interest of the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management of the Company, which rights shall remain vested in the transferor Member) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject signature page to this AgreementAgreement (or the appropriate assumption agreement) and any other agreements, documents or instruments as the Company may reasonably require and (v) the Transferee certifies to all representations and warranties of a Member set forth in Article VIII. Any Transfer made in violation of this Article VII shall be null and void. (b) Any transferee With respect to any Transfer in compliance with the requirements of an Interest who is Section 7.01, each Transferee of Class A Shares shall have all of the rights, and shall be subject to the restrictions and obligations, of its Transferor hereunder to the extent specified in the agreements or instruments between the parties (provided such Transfer of Shares shall not already relieve the Transferor of such Shares of its obligations under this Agreement arising prior to the date of such Transfer unless all of the non-Transferring Members execute a Member release with respect to such obligations of the Transferor), and shall become succeed to the portion of the Transferor’s Class A Shares and Capital Account and shall be admitted as a substituted Member only upon executing Class A Member. If a signature page or Joinder Agreement Transferor has Transferred all of its Class A Shares in the Company pursuant to this Agreement, as determined by Article VII and the Majority-In-Interest of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee Transferee is admitted as a substituted Class A Member, at the discretion of the Majority-In-Interest of the Membersimmediately following such admission, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder such Transferor shall cease to be a Class A Member. (c) The Company and each non-Transferor Member upon shall cooperate with a Transferor Member in obtaining all required consents or approvals of any Governmental Authority in connection with a Transfer in accordance with this Article VII; provided, however that such cooperation shall not require any Member other than the effective date of Transferor to make any expenditure in connection with such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereundercooperation.

Restrictions on Transfers. (a) No Member may Notwithstanding the other provisions of this Article IV, no transfer of any Partnership Interests shall be made if such transfer would (i) violate the then applicable federal or state securities laws or rules and regulations of the Commission, any state securities commission or any other governmental authority with jurisdiction over such transfer or (ii) terminate the existence or qualification of the Partnership under the laws of the jurisdiction of its formation. (b) In the event that (i) NSLP elects to transfer all of the outstanding Class A Units in a single transaction or series of transactions, (ii) the General Partner elects to transfer all or any portion substantially all of the assets to the Partnership in a single transaction or series of transactions, or (iii) the General Partner elects to dissolve the Partnership pursuant to Section 11.1(a), the holders of Class B Units shall be deemed to deliver a Reset Election Notice pursuant to Section 5.10, and such Reset Election Notice shall be deemed to have satisfied all conditions precedent to a Reset Election within Section 5.10. Following the delivery of a Reset Election Notice in accordance with this Section 4.7(b), the Class B Units shall be cancelled by the Partnership and no longer Outstanding. NSLP shall not be permitted to transfer less than all of its Interest without the express written consent Class A Units, and any attempt to transfer of the Majority-In-Interest less than all of the Membersits Class A Units shall be deemed void ab initio. Notwithstanding the foregoingpreceding sentence, any Member NSLP shall be permitted to pledge the Class A Units as collateral under its revolving credit agreement in effect on the Closing Date, as the same may transfer such Member’s economic interest be amended or restated from time to time. (c) In the event a tender offer, share exchange offer, issuer bid, take-over bid, recapitalization or similar transaction, other than a spinoff of the Partnership into a new publicly traded partnership, with respect to NSLP common units is proposed by NSLP or is proposed to NSLP or its partners and approved by the board of directors of the NSLP GP or is otherwise effected or to be effected with the consent or approval of the board of directors of NSLP GP, the holders of Class B Units shall be permitted to participate in such Member’s Interest transaction by delivery of a Reset Election Notice pursuant to Section 5.10, and such Reset Election Notice shall be deemed to have satisfied all conditions precedent to a Reset Election within Section 5.10. Following the delivery of a Reset Election Notice in accordance with this Section 4.7(c), the Class B Units shall be cancelled by the Partnership and no longer Outstanding. (but not any rights to voted) NSLP, consent, approve, or otherwise participate in upon the management approval of the CompanyConflicts Committee, which rights shall remain vested in may elect to spin off the transferor Member) to Partnership into a transferee that is an Affiliate of the transferring Membernew publicly traded partnership, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that in any such transfer spin off transaction, the Class B Units shall give be converted into customary incentive distribution rights that provide the transferee only holders of Class B Units with equivalent economic incentives, as determined in the right to receive distributions and reasonable discretion of the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreementholders of Class B Units. (e) An Original Holder may not transfer Class B Units other than (a) to such Original Holder’s spouse, lineal descendant or other legal heir, by probate or intestate succession, (b) Any transferee in connection with a spinoff transaction pursuant to Section 4.7(c) or (c) to another Original Holder. A holder of an Interest who Class B Units that is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement transferred Class B Units pursuant to this Agreement, as determined by the Majority-In-Interest clause (a) of the Members. Upon such execution, the transferee of preceding sentence may not transfer Class B Units other than (a) in connection with a spinoff transaction pursuant to Section 4.7(c) or (b) to an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderOriginal Holder.

Restrictions on Transfers. Notwithstanding anything to the contrary in Section 8.1 or 8.5 of the Loan Agreement, without first obtaining Lender’s prior written consent, which consent may be withheld or given in Lender’s sole and absolute discretion: (1) Borrower shall not, and shall not permit a Transfer (as such term is defined in the Loan Agreement) of Guarantor’s (Digital Realty Trust, L.P.) direct or indirect interest in Borrower, General Partner or Mezzanine Borrower (as such terms are defined in the Loan Agreement); (2) During the twelve (12) month period following the date of the consummation of the IPO, neither GIP nor any of its Permitted Transferees (as defined below) shall be permitted to make any Transfer(s) of its interest in Guarantor, other than transfers of such interest to: (a) No Member may transfer all or any portion of its Interest without members, including Ca1PERS (as such term is defined in the express written Loan Agreement), (b) its other Affiliates (with the consent of the Majority-In-Interest General Partner of the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approveGuarantor), or otherwise participate in the management of the Company, which rights shall remain vested in the transferor Member(c) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefitthe benefit of a charitable beneficiary or a charitable foundation to which GIP may have transferred its interest in accordance with the provisions of Section 11.3 of the Amended and Restated Agreement of Limited Partnership of the Operating Partnership dated October 27, for estate planning purposes2004 (the “Guarantor Partnership Agreement”) ((a), (b) and (c) collectively, the “Permitted Transferees”), if such Transfer(s) result in GIP and any of its Permitted Transferees collectively owning less than 30% of the outstanding voting partnership interests in Guarantor. In addition, during the twelve (12) month period following the date of the consummation of the IPO, Ca1PERS shall not be permitted to make any Transfer(s) of its interest in GIP or any of its Permitted Transferees if such Transfer(s) result in Ca1PERS owning less than a 30% direct or indirect voting partnership interest in Guarantor (capitalized terms used in this paragraph, if not defined in this Agreement, shall have the meanings ascribed to them in the Guarantor Partnership Agreement); and (3) A change in the general partner of Guarantor shall not be permitted, provided, however, that any such transfer shall give Transfers of interests in the transferee only the right to receive distributions Guarantor and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest shares of the Members. Upon REIT shall be permitted without Lender’s consent provided that no change in control of Guarantor and Borrower results from such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderTransfers.

Restrictions on Transfers. (a) 9.2.1. No Member may transfer all or any portion of its LLC Interest without the express written consent of the Majority-In-Interest Class A Members holding a majority in interest of the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest non-transferred LLC Interests held by Class A Members in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management of the Company, which rights shall remain vested in the transferor Member) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, their sole and descendants) or a trust for their benefit, for estate planning purposesabsolute discretion; provided, however, that (a) any such Class A Member may transfer shall give all or a portion of its LLC Interest (i) to a Permitted Transferee, (ii) pursuant to and in accordance with any of the transferee only transactions contemplated by Sections 2, 3 and 6 of the right to receive distributions and the incomeInvestor Rights Agreement, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) DTVG Sub may transfer all or any portion of its LLC Interest to The DIRECTV Group, Inc., and (c) SkyTerra may transfer all or any portion of its LLC Interests to a wholly owned subsidiary pursuant to the Drop Down, in each case without the consent of any other Member. 9.2.2. Any transferee of an LLC Interest who is not already a Member shall become a substituted Member only upon executing (i) the express written consent of Class A Members holding a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Majority in Interest of the Members. Upon non-transferred LLC Interests held by Class A Members (provided that if such executiontransferee was a Permitted Transferee, is The DIRECTV Group, Inc., is a wholly owned subsidiary of SkyTerra, or acquires such LLC Interests pursuant to and in accordance with transactions contemplated by Sections 2, 3 and 6 of the Investor Rights Agreement, such consent shall not be required); (ii) the transferee agreeing to be bound by all the terms and conditions of an Interest shall become a substituted Memberthe Certificate and this Agreement as then in effect; and (iii) receipt of any necessary regulatory approvals. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire LLC Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon transfer of the effective date of such transfer Member's entire LLC Interest and thereafter shall have no further powers, rights, and privileges as a Member hereunderhereunder except as provided in Section 7.11 and Section 8.6.2. 9.2.3. For the purposes of Section 9.2.1 and Section 9.2.2, in calculating a majority in interest of the non-transferred LLC Interests held by Class A Members, the LLC Interests of a transferring Class A Member shall be excluded. 9.2.4. The LLC, each Member, the Board of Managers, the officers and any other Person or Persons having business with the LLC need deal only with Members who are admitted as Members or as substituted Members of the LLC, and they shall not be required to deal with any other Person by reason of transfer by a Member or by reason of the death of a Member, except as otherwise provided in this Agreement. In the absence of the substitution (as provided herein) of a Member for a transferring or a deceased Member, any payment to a Member or to a Member's executors or administrators shall acquit the LLC and the Board of Managers of all liability to any other Persons who may be interested in such payment by reason of an assignment by, or the death of, such Member.

Restrictions on Transfers. (a) No Member may transfer Unless specifically permitted herein, no Party may, directly or indirectly, sell, assign, mortgage, pledge, or otherwise dispose of (each a “Transfer”) all or any portion part of its Interest equity interests in the Company to any third party, or otherwise create any third party rights or Encumbrance upon all or any part of its equity interests in the Company, without the express prior written consent of the Majority-In-Interest of the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management of the Company, which rights shall remain vested in the transferor Member) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreementother Party. (b) Any transferee Notwithstanding anything to the contrary under Section 5.6(a) above: (i) any Party may Transfer all or any part of an Interest who its equity interest in the Company either to its Affiliate(s) thereof or otherwise in connection with its internal restructuring; and the other Party is not already a Member hereby deemed to have given its consent to such Transfer and waived its statutory right of first refusal in connection with such Transfer; and (ii) Anhui Ryzur shall become a substituted Member only upon executing a signature page or Joinder Agreement be entitled to this AgreementTransfer any part of its equity interests in the Company to any third party; provided that (A) Anhui Ryzur shall notify Myomo in writing of each such Transfer prior to making such Transfer, as determined by the Majority-In-Interest and (B) after completion of such Transfer, (y) Anhui Ryzur shall own no less than 30% equity interests of the Members. Upon such executionCompany on a fully-diluted basis, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion (z) Anhui Ryzur and any new investors of the Majority-In-Interest Company introduced by Anhui Ryzur shall collectively own no less than 51% equity interests of the MembersCompany on a fully-diluted basis, provided, in each of (i) and (ii) above, that none of the transferees of such Transfer shall be a Company Competitor. (c) As a condition to any permitted Transfer as set out in above Section 5.6(b), the transferee shall have no right agree in writing to exercise be bound by the terms of this Contract and the Articles of Association to the same extent as the transferor was so bound. (d) Any reference to the Transfer hereunder shall include any change in the direct and indirect beneficial interest in a Party. For the avoidance of doubt, each Party shall not circumvent or otherwise avoid the Transfer restrictions set forth in this Contract, whether by holding the equity interests of the powersCompany indirectly through another Person or by causing or effecting, rightsdirectly or indirectly, the Transfer or issuance of any equity interests by such Party or any such Person, or otherwise. (e) Any purported Transfer or issuance of any equity interests of any shareholder of the Company or any such Person in contravention of this Contract shall be void and ineffective for any and all purposes and shall not confer on any transferee or purported transferee any rights whatsoever, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 no Party shall recognize any such Transfer or issuance. (f) If any Party should breach any restrictions under this Section, then without limiting any other non-breaching Party’s other right or remedy available to a transferee it under the Law or hereunder against the breaching Party, any such non-breaching Party shall cease be entitled to be a Member upon apply to any competent administrative or judicial authorities for an injunction, to the effective date of extent such transfer and thereafter shall have no further powersremedy is available under the applicable Law, rights, and privileges as a Member hereunderto enjoin the breaching Party from any breaching Transfer.

Restrictions on Transfers. (i) Prior to the expiration of the Restricted Period, interests in the Regulation S Global Note may only be held through Euroclear or Clearstream, Luxembourg. During the Restricted Period, Book-Entry Interests in a Regulation S Global Note may only be sold, pledged or transferred through Euroclear or Clearstream, Luxembourg in accordance with the Applicable Procedures and any sales of Regulation S Notes during the Restricted Period are only permitted to be made in accordance with one of the following exemptions (collectively, the “Sales Exemptions”): (a) No Member may to the Issuer, (b) so long as such security is eligible for resale pursuant to Rule 144A, to a person whom the selling Holder reasonably believes is a QIB that purchases for its own account or for the account of a QIB to whom notice is given that the resale, pledge or transfer all is being made in reliance on Rule 144A, (c) in an offshore transaction in accordance with Regulation S, (d) pursuant to an exemption from registration under the Securities Act provided by Rule 144 (if applicable) under the Securities Act or (e) pursuant to an effective registration statement under the Securities Act, in each case in accordance with any portion applicable securities laws of its Interest without the express written consent any state of the Majority-In-Interest United States. Prior to the expiration of the MembersRestricted Period, transfers by an owner of a Book-Entry Interest in a Regulation S Global Note to a transferee who takes delivery of such Book-Entry Interest in a Rule 144A Global Note shall be made only in accordance with the Applicable Procedures and upon receipt by the Principal Paying and Domiciliary Agent of a certificate from the transferor of the Book-Entry Interest to the effect set forth in Exhibit D to the Indenture. Notwithstanding the foregoing, the Issuer will not be required to register the transfer or any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management of the Company, which rights shall remain vested in Definitive Registered Dollar Notes selected for redemption or due to be redeemed: (1) for a period of 5 days before the transferor Memberdate for redemption; or (2) to for a transferee that is period of 5 days before an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this AgreementPayment Date. (bii) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by Upon the Majority-In-Interest expiration of the Members. Upon such executionRestricted Period, beneficial ownership interests in the transferee of an Interest Regulation S Global Note shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest be transferable in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon applicable law and the effective date other terms of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderthe Indenture.

Restrictions on Transfers. (a) No Except as provided in this Article VIII, no Member may transfer shall Transfer all or any part of its Units or any right pertaining thereto, including the right to vote or consent on any matter or to receive distributions or advances from the Company pursuant thereto without the prior approval of the Board in its sole discretion. Any such Transfer, either directly or indirectly, or issuance of Securities by a Member or a Permitted Transferee, with the purpose or effect of circumventing (as determined in good faith by the Manager) the foregoing restriction, shall not be in compliance with the provisions of this Agreement, and shall be deemed a Transfer by such Member of Units in violation of this Agreement (and a breach of this Agreement by such Member) and shall be null and void ab initio. (b) It shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article VIII that: (i) the Transferor shall have provided to the Company prior written notice of such Transfer at least ten (10) Business Days in advance of such Transfer; (ii) the Transferee, in the case of a Transfer of Units, shall agree in writing to be bound by this Agreement and the terms of any Award Agreements to which such Units are subject and shall have executed and delivered an Addendum Agreement in the form attached thereto; (iii) the Transfer shall comply with all applicable federal, state or foreign laws, including securities laws; (iv) the Transfer will not subject the Company to any registration or reporting requirements of the Investment Company Act of 1940, as amended; (v) the Transfer shall not impose any material liability or reporting obligation on the Company, any Member (other than the Transferor or the Transferee) or the Manager in any jurisdiction, whether domestic or foreign, or result in the Company, any Member or the Manager becoming subject to the jurisdiction of any court or governmental entity anywhere, other than the states, courts and governmental entities in which the Company or the Manager is then subject to such liability, reporting obligation or jurisdiction; (vi) if at the time of the Transfer the Company is classified as a partnership for U.S. federal income tax purposes, the Transfer shall satisfy one or more safe harbor provisions of Treasury Regulations Section 1.7704-1 including Sections 1.7704-1(e), (f), (g), (h) and (j), relating to “publicly traded partnerships”; (vii) if at the time of the Transfer the Company is classified as a partnership for U.S. federal income tax purposes, the Transfer shall not cause a Dissolution Event or, unless the Manager determines it to be immaterial, a termination of the Company pursuant to Section 708 of the Code; (viii) the Transfer shall not cause all or any portion of its Interest without the express written consent assets of the Majority-In-Interest Company to constitute “plan assets” under United States Employee Retirement Income Security Act of 1974, as amended, or the Code; and (ix) upon the request of the Members. Notwithstanding the foregoingManager, any Member undertaking a Transfer of such Units pursuant to this Article VIII shall have delivered an opinion of counsel, in form and substance reasonably satisfactory to the Manager that such Transfer complies with the conditions set forth clauses (i) through (viii) of this Section 8.01(b). The Manager may transfer also request officer certificates and representations and warranties from the Transferee and Transferor as to the matters set forth in this Section 8.01(b) and such other factual matters as the Manager may reasonably request. (c) Notwithstanding anything to the contrary contained in Section 8.01 (other than the provisions of Section 8.01(b), which shall be applicable in any event), any Transfer by any Member of all or any of its respective Class B Units to (x) a spouse, lineal ancestor, lineal descendant, legally adopted child, brother or sister of such Member or (y) a lineal descendant or legally adopted child of a brother or sister of any Person described in the immediately preceding clause (x) (any Person described in the immediately preceding clause (x) or (y), a “Family Member”) or to a trust or other entity whose sole and exclusive beneficiaries are such Member and/or Family Members of such Member’s economic interest , provided, that such Transfers would not result in a violation of applicable law, including U.S. federal or state securities laws and such Member’s Interest Transferee executes and delivers to the Company an Addendum Agreement (but not each such Transfer a “Permitted Transfer” and each such Person receiving Class B Units pursuant to such Permitted Transfer, a “Permitted Transferee”) shall be permitted at any rights to vote, consent, approve, or otherwise participate in the management time without prior approval of the CompanyManager. (d) Notwithstanding anything to the contrary contained in this Agreement, which rights upon the consummation of any Transfer of Units permitted pursuant to this Article VIII, if such Transferor owes any amount pursuant to any Management Loan, then until such time as all outstanding amounts under such Management Loan have been repaid in full, the Company shall remain vested in the transferor Member) to a transferee that is an Affiliate direct payment of the transferring Memberapplicable consideration received pursuant to such Transfer first to the repayment of such Management Loan, or, to the Member’s estateextent such consideration is received by such Transferor, such Transferor shall pay such amounts to the Company or to one or more members of the Member’s immediate family Holdco (spouse, ancestors, and descendantsas applicable) or a trust for their benefit, for estate planning purposes; provided, however, that any as lender under such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this AgreementManagement Loan. (b) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunder.

Restrictions on Transfers. Except as hereinafter specifically provided, Borrower shall not, whether voluntarily or involuntarily, by operation of law or otherwise, (ai) No Member without obtaining the prior written consent of Agent (which consent may transfer be given, withheld or conditioned by Agent in Agent's sole discretion), transfer, sell, pledge, convey, hypothecate, factor or assign all or any portion of its Interest the Collateral, the Encumbered Intervals, the Common Elements relating to the Encumbered Intervals or any Resort facilities or amenities, or contract to do any of the foregoing, including, without limitation, pursuant to options to purchase, and so-called "installment sales contracts", "land contracts", or "contracts for deed", (ii) without obtaining the express prior written consent of the Majority-In-Interest Agent (which consent may be given, withheld or conditioned by Agent in Agent's sole discretion), lease or license all or any portion of the Members. Notwithstanding Collateral, the foregoingEncumbered Intervals, the Common Elements relating to the Encumbered Intervals or any Member Resort facilities or amenities, or change the legal or actual possession or use thereof, (iii) permit the assignment, transfer, delegation, change, modification or diminution of the duties or responsibilities of Borrower, of any manager of the Resort approved by Agent as manager of the Resort (except for an assignment of such duties to a professional management company or companies reasonably acceptable to Agent in advance) without obtaining the prior written consent of Agent (which consent shall not be unreasonably withheld), or (iv) without obtaining the prior written consent of Agent (which consent may transfer such Member’s economic be given, withheld or conditioned by Agent in Agent's sole discretion), cause or permit the assignment, pledge or other encumbrance of any of the Operating Contracts or all or any portion of Borrower's right, title or interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management Declaration. Without limiting the generality of the Companypreceding sentence, which rights and subject to the terms of this Agreement, the prior written consent of Agent (as specified above) shall remain vested in be required for (A) any transfer of the transferor Member) Encumbered Intervals, the Common Elements relating to the Encumbered Intervals or any Resort facilities or amenities or any part thereof made to a transferee that is an subsidiary or Affiliate or otherwise, (B) any transfer of all or any part of the transferring MemberEncumbered Intervals, the Common Elements relating to the Member’s estate, Encumbered Intervals or any Resort facilities or amenities by Borrower to one its stockholders or more members of the Member’s immediate family (spouse, ancestorsAffiliates or vice versa, and descendants(C) any corporate merger or consolidation, disposition or other reorganization, except as permitted in Section 7.1(c). In the event that Agent is willing to consent to a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitledprohibited by this Section 7.2(b), Agent may condition its consent on such terms as it desires, including, without limitation, an increase in the Interest Rate and the transferorrequirement that Borrower pay a transfer fee, each transfereetogether with any expenses incurred by Agent in connection with the granting of such consent (including, without limitation, attorneys' fees and expenses). If Borrower violates the economic interest so transferred shall remain subject terms of this Section 7.2(b), in addition to this Agreement. (b) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page any other rights or Joinder Agreement remedies which Agent may have herein, in any other Loan Document, or at law or in equity, Agent may by written notice to this AgreementBorrower increase, effective immediately as determined by the Majority-In-Interest of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powersviolation, rights, and privileges as a Member hereunderthe Interest Rate to the Default Rate.

Restrictions on Transfers. (a) No Subject to Section 8.01(b), Section 8.01(c), and Section 8.01(d), any Equity Incentive Plan and/or any other agreement between such Member may transfer all and the Company, PubCo or any portion of its Interest without their respective Controlled Affiliates, no holder of Units shall Transfer any interest or rights in any Units except Transfers (i) pursuant to and in accordance with Section 8.02 or Section 10.01 or (ii) approved in advance and in writing by the express written consent Manager, in the case of Transfers by any Member other than the Majority-In-Interest Manager, or (iii) in the case of Transfers by the MembersManager, to any Person who succeeds to the Manager in accordance with Section 7.02. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Member of Units in violation of this Agreement (and a breach of this Agreement by such Member) and shall be null and void ab initio. Notwithstanding the foregoing, “Transfer” shall not include any Member may transfer such Member’s economic interest indirect Transfer of Units held by the Manager by virtue of any Transfer of Equity Securities in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management of the Company, which rights shall remain vested in the transferor Member) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this AgreementPubCo. (b) Any transferee Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article VIII that: (i) the Transferor shall have provided to the Company prior notice of an Interest who such Transfer; (ii) the Transferee shall agree in writing to be bound by this Agreement by signing and delivering to the Company a joinder substantially in a form acceptable to the Manager; and (iii) the Transfer shall comply with all applicable Laws, including the Securities Act and any other applicable federal, state or foreign Laws. (c) Notwithstanding any other provision of this Agreement to the contrary: (i) No Member shall Transfer all or any part of its Units or any right or economic interest pertaining thereto if such Transfer, in the reasonable discretion of the Manager, would cause the Company to (i) be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Regulations promulgated thereunder or (ii) fail to qualify for the safe harbor contained in Treasury Regulations Section 1.7704-1(h). (ii) No Transfer by a Member will be permitted unless (A) if the transferring Member (or if such transferring Member is a disregarded entity for U.S. federal income tax purposes, the first direct or indirect beneficial owner of such transferring Member that is not already a disregarded entity (the “Member’s Owner”)) is a “United States person” as defined in Section 7701(a)(30) of the Code, such transferring Member (or the Member’s Owner, if applicable) shall become complete and provide to both of the Transferee of such Units and the Company, a substituted duly executed IRS Form W-9; and (B) if the transferring Member only upon executing (or if such transferring Member is a signature page disregarded entity for U.S. federal income tax purposes, the Member’s Owner) is not a “United States person” as defined in Section 7701(a)(30) of the Code, such transferring Member (or Joinder Agreement the Member’s Owner, if applicable) and such Transferee shall jointly provide to the Company, at the reasonable request of the Company, written proof reasonably satisfactory to the Manager that any applicable withholding tax that may be imposed on such transfer (including pursuant to Sections 864 and 1446(f) of the Code) and any related tax returns or forms that are required to be filed, have been, or will be, timely paid and filed, as applicable. (d) Any Transfer of Units pursuant to this Agreement, as determined by including this Article VIII, shall be subject to the Majority-In-Interest provisions of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunder3.03.

Restrictions on Transfers. Grantor shall comply with the following restrictions on transfers, provided, however, that nothing in Paragraph 1.15 hereof or this Paragraph 1.16 shall be deemed to apply to, restrict or otherwise limit to any degree any sale, transfer, encumbrance, hypothecation or other assignment or transfer of any of the publicly traded stock of Mego Financial Corp.: (a) No Member Grantor shall not, without first obtaining the prior written consent of the Beneficiary (which consent may transfer be given or withheld by the Beneficiary in the Beneficiary's sole discretion), whether voluntarily or involuntarily by operation of law or otherwise (i) transfer, sell, convey or assign all or any portion of its Interest the Premises, or contract to do any of the foregoing, including, without limitation, options to purchase and installment sales contracts, land contracts, real estate contracts or contracts for deed, (ii) lease all or any portion of the express Premises or change the legal possession or use thereof, except as otherwise permitted pursuant to Paragraph 1.07 hereof, or (iii) except as provided in this Paragraph, permit the dilution, transfer, pledge, hypothecation or encumbrance of any partnership interest of Grantor, or of any stock, partnership or beneficial interests in any partner of Grantor which is a corporation, partnership or a trust (exclusive of Grantor limited partner transfers). Without limiting the generality of the preceding sentence, the prior written consent of the Majority-In-Interest Beneficiary shall be required for (i) any transfer made to a subsidiary or affiliate entity of Grantor, (ii) any transfer made to a reconstituted general or limited partnership, (iii) transfers by any partnership to its individual partners or vice versa, (iv) any transfer by any corporation to its stockholders or vice versa, and (v) any corporate merger or consolidation. In the Members. Notwithstanding event that the foregoingBeneficiary, any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management of the CompanyBeneficiary's sole discretion, which rights shall remain vested in the transferor Member) is willing to consent to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitledprohibited by this Paragraph 1.16(a), the Beneficiary may condition its consent on such terms as it desires, including, without limitation, an increase in the interest rate of the Note (and recalculation of the amortization provisions thereof), and the transferorrequirement that Grantor pay a transfer fee, each transfereetogether with any expenses incurred by the Beneficiary in connection with the granting of such consent (including, and the economic interest so transferred shall remain subject to this Agreementwithout limitation, attorneys' fees). (b) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page Notwithstanding anything contained in this Paragraph 1.16 to the contrary, in the event that Grantor requests, prior to the maturity or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest other repayment in full of the Members. Upon such executionIndebtedness, that Beneficiary consent to the transferee transfer of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion release of the Majority-In-Interest lien of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunder.this

Restrictions on Transfers. (a) No Member Stockholder may transfer by way of sale, exchange, assignment, pledge, gift or other disposition (all of which acts shall be deemed included in the term "transfer" as used in this Agreement) any or all of the Shares (whether held in its, his or her own right or by a representative of the Stockholder, such Stockholder hereinafter being referred to as a "Transferor") unless (i) such transfer of Shares is made on the books of the Company and in accordance with the provisions of Article II of this Agreement and (ii) the transferee of such Shares (if other than (A) the Company or another Stockholder, (B) a transferee in a sale of Shares made under Rule 144 (or any portion successor provision) under the Securities Act of its Interest without 1933, as amended (the express written consent "Securities Act") or (C) a transferee of Shares registered under the Majority-In-Interest of the Members. Notwithstanding the foregoingSecurities Act, any Member that is otherwise permitted by this Agreement) agrees to become a party to this Agreement pursuant to Article V hereof and executes such further documents as may transfer such Member’s economic interest in such Member’s Interest (but not any rights to votebe necessary, consent, approve, or otherwise participate in the management opinion of the Company, which rights shall remain vested in the transferor Member) to make him, her or it a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreementparty hereto. (b) Any purported transfer of Shares other than in accordance with this Agreement by any Transferor shall be null and void, and the Company shall refuse to recognize any such transfer for any purpose and shall not reflect in its records any change in record ownership of Shares pursuant to any such transfer. (c) The Company shall not, without the written consent of the holders of a majority, by voting power, of the outstanding Shares, issue any Shares upon original issue or reissue or otherwise dispose of any Shares unless the recipient or transferee of an Interest who is not already such Shares (if other than a Member Stockholder) shall agree to become a substituted Member only upon executing a signature page or Joinder Agreement party to this AgreementAgreement pursuant to Article V hereof and executes such further documents as may be necessary, as determined by in the Majority-In-Interest opinion of the Members. Upon such executionCompany, to make him, her or it a party hereto; provided that if the recipient or transferee of such Shares is an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion affiliate of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powersTPG Holders that is not a Stockholder and the TPG Holders shall hold a majority of the outstanding Shares, rights, and privileges the aforementioned consent must be obtained from holders of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon majority, by voting power, of the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderoutstanding Shares other than Shares held by the TPG Holders.

Restrictions on Transfers. (a) No Member may transfer all If at any time during the Term (as defined below), any Shareholders (an "Offeror") decides to sell, gift, or otherwise dispose of Shares (including both Shares held by the Offeror on the date hereof and any portion Shares hereafter acquired by the Offeror) (a "Transfer") to another person, either (i) in an "over the counter" open market transaction, or (ii) pursuant to the terms of its Interest a bona fide offer to purchase such Shares (including without limitation any tender offer for shares of Common Stock), the express Offeror must first give Xxxxxxx written consent notice of such decision and offer to sell such Shares (the "Offered Shares") to Xxxxxxx either (A) in the case described in clause (i) above, for cash equal to the mean between the closing "bid" and "ask" prices on the date of such notice as reported by the OTCBB or such other quotation system on which "bid" and "ask" prices in the Common Stock are then being reported, or (B) at the same price and on the same terms and conditions as the proposed sale pursuant to a bona fide offer described in clause (ii) above. Such notice and offer shall state whether the offer is under clause (i) or (ii) and, if under clause (ii), shall state the identity of the Majority-In-Interest offeror and the terms and conditions of the Members. proposed sale. (b) Notwithstanding the foregoing, any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management of the Company, which rights shall remain vested in the transferor Member) to a transferee Shareholder that is an Affiliate a natural person may Transfer all or any part of the transferring Member, his or her Shares to the Member’s estate, or to any one or more members of the Member’s immediate family (spouse, ancestors, and descendants) such Shareholder's spouse and/or lineal descendants or a any partnership or trust for their benefitsuch Shareholder and/or his or her spouse and/or lineal descendants (each, for estate planning purposes; provideda "Permitted Transferee") and any such Permitted Transferees may re-Transfer such Shares to such Shareholder, howeverwithout complying with the provisions of Subparagraph 1(a), provided that any such transfer Transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain made subject to all of the terms of this Agreement and shall be ineffective unless the Permitted Transferee (or the guardian of a minor Permitted Transferee) agrees in writing to be bound by this Agreement. (bc) Any transferee For purposes of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by "Term" shall mean one (1) year from the Majority-In-Interest date hereof, provided that Xxxxxxx may extend the Term for up to two (2) additional one (1) year periods each upon written notice to the Shareholders prior to the expiration of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majoritythen-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges current term accompanied by payment of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 fee for the extension equal to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunder$0.50 per Share.

Restrictions on Transfers. 6.1.1 Each Shareholder, severally and not jointly, agrees and acknowledges that it will not, directly or indirectly, offer, sell, assign, pledge, encumber or otherwise transfer any Shares or solicit any offers to purchase or otherwise acquire or make a pledge of any Shares unless such offer, sale, assignment, pledge, encumbrance or other transfer complies with the provisions of this Agreement. 6.1.2 No Shareholder shall sell, assign, pledge, encumber or otherwise transfer any Shares to any Person (regardless of the manner in which such Shareholder initially acquired such Shares) nor shall Bus issue, sell or otherwise transfer any Shares to any Person (all Persons acquiring Shares from a Shareholder or from Bus, regardless of the method of transfer, shall be referred to collectively as “Transferees” and individually as a “Transferee”) unless such Transferee (including any Permitted Transferee) shall have executed and delivered to Bus, as a condition precedent to any acquisition of Shares, a Deed of Adherence in the form set out in Schedule 2 confirming that such Transferee takes such Shares subject to all the terms and conditions of this Agreement, and agrees to be bound by the terms of this Agreement. 6.1.3 Any transfer or attempted transfer of any Shares in violation of this Section 6.1 or with any other Section of this Agreement shall be null and void and of no effect, and Bus shall not give effect to such transfer nor record such transfer on its share register or treat any purported Transferee of such Shares as the owner of such Shares for any purpose. 6.1.4 Except in accordance with Clause 6.1.2 hereof, no Shareholder shall grant any proxy or enter into or agree to be bound by any voting trust with respect to any Shares, nor shall any Shareholder enter into any shareholder agreements or arrangements of any kind with any Person with respect to any Shares, inconsistent with the provisions of this Agreement (whether or not such agreements and arrangements are with other Shareholders or holders of Shares who are not parties to this Agreement), including but not limited to, agreements or arrangements with respect to the acquisition, disposition or voting of Shares, nor shall any Shareholder act, for any reason, as a member of a group or in concert with any other Persons (other than Permitted Transferees) in connection with the acquisition, disposition or voting of Shares in any manner which is inconsistent with the provisions of this Agreement. 6.1.5 None of the restrictions contained in this Agreement with respect to transfers of Shares (other than those set forth in Clause 6.1.1, 6.1.2 and 6.5) shall apply to: (a) No Member may any transfer all or assignment (for consideration or as a gift) by any portion Shareholder who is an individual to any spouse, child or grandchild of its Interest without the express written consent of the Majority-In-Interest of the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approveShareholder, or otherwise participate in the management by any of the Company, which rights shall remain vested in the transferor Member) such relatives to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, such Shareholder or to any one or more members of the Member’s immediate family (spousesuch relatives, ancestors, and descendants) or by any Shareholder or any such relatives to a trust for their benefitof which there are no principal beneficiaries other than the Shareholder and/or one or more of such relatives; (b) any transfer to a legal representative in the event any Shareholder becomes mentally incompetent; (c) any transfer by will or the laws of descent; (d) with respect to a Shareholder which is a corporation or partnership, for estate planning purposes; any transfer by such Shareholder to any Affiliate thereof, provided, however, that if any such Affiliate which is a Transferee ceases to be an Affiliate of such Shareholder, such Transferee shall transfer shall give its Shares to the transferee only the right to receive distributions and the income, gain and loss allocable to original Shareholder or a Permitted Transferee of such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement.original Shareholder; (be) Any transferee bona fide pledges of an Interest who Shares by a Manager to Bus, a bank or other financial institution in order to secure indebtedness for borrowed money incurred by such Manager in order to finance or refinance the purchase of Shares or to pay taxes related to the sale of such Shares by such Manager; (f) with respect to any Shareholder which is not already a Member shall become limited partnership, the partners, or a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by liquidating trust for the Majority-In-Interest benefit of the Members. Upon partners, of such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest Shareholder in accordance with Section 9.2 the provisions of the limited partnership agreement governing such Shareholder as then in effect; (g) a transfer by Holding AB to any of its direct or indirect shareholders or to or among any investment fund sponsored by it or any of its Affiliates; or (h) a transferee hereunder shall cease transfer to be any Person, who, alone or in concert with other Persons, acquired an interest in the Restructuring Shares after the Restructuring and is able to control a Member upon majority of the effective date of votes attached to the Restructuring Shares issued to the Shareholders pursuant to the Restructuring, on the condition that such transfer be on the same terms and thereafter shall have no further powersconditions as the interest that was acquired by such Person(s); (i) nothing in this Clause 6 will prevent Xxxxxxx Xxxxx or Schoyen from selling any Shares in Bus following the establishment of a listing or dealing facility relating to its Shares; (j) provided, rightsthat in each of Clauses (a) to (h) each Transferee, donee, distributee or pledgee (a “Permitted Transferee”) agrees to take subject to and privileges as a Member hereunderto comply with the provisions of Clause 6.

Restrictions on Transfers. 7.2.1. No sale, exchange, transfer or assignment of any Units may be made if, in the opinion of counsel to the Partnership, such sale, exchange, transfer or assignment would: (i) when added to the total of all other Units sold or exchanged within a period of 12 consecutive months prior thereto, result in the Partnership being considered to have terminated within the meaning of Section 708 of the Code; provided, that any deferred sales or exchanges shall be made (in chronological order to the extent practicable) as of the first day of a fiscal quarter after the end of any such 12-month period, subject to the provisions of this Article 7; (ii) cause the Partnership to become a publicly-traded partnership for Federal income tax purposes; (iii) cause the Partnership to cease to qualify under Section 42(j)(5)(B) or Section 47 of the Code; (iv) result in the Partnership or any other Partner being required to recapture any Tax Credits unless the holder of such Units indemnifies the Partnership and its Partners for such recapture; or (v) result in the Partnership being treated as an association taxable as a corporation for Federal income tax purposes. 7.2.2. No sale, exchange, transfer or assignment of any Unit shall be made to any Person exempt from Federal income tax under Section 501 of the Code, to any Person defined in Section 168(h)(2) of the Code, to any Individual Retirement Account as defined in Section 408(a) of the Code, to any Xxxxx Plan, to any nonresident alien, or to any foreign Person. 7.2.3. Any transfer of a Unit to a Person who makes a market in securities shall be void ab initio unless such Person shall certify to the General Partner that it has acquired such Unit solely for investment purposes and not for the purpose of resale. 7.2.4. No purported sale, exchange, transfer or assignment by a transferror of a Unit shall be permitted unless the transferror shall have represented that such transfer: (i) was effected through a broker-dealer or matching agent whose procedures with respect to the transfer of Units have been approved by the General Partner as not being incident to trading on an established securities market or a secondary market and not through any other broker-dealer or matching agent; or (ii) otherwise was not effected through an established securities market or through a broker-dealer or matching agent which makes a market in Units or which provides a readily available, regular and ongoing opportunity to the holders of Units to sell or exchange their Units through a public means of obtaining or providing information of offers to buy, sell or exchange Units. 7.2.5. In connection with state securities laws restrictions on transfer, Section 260.141.11 of the Rules of the California Commissioner of Corporations states: (a) No Member may The issuer of any security upon which a restriction on transfer all has been imposed pursuant to Sections 260.141.10 or any portion 260.534 shall cause a copy of its Interest without this section to be delivered to each issuee or transferee of such security at the express written consent of time the Majority-In-Interest of certificate evidencing the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management of the Company, which rights shall remain vested in the transferor Member) to a transferee that security is an Affiliate of the transferring Member, delivered to the Member’s estate, issuee or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any transferee It is unlawful for the holder of an Interest who is not already any such security to consummate a Member shall become a substituted Member only upon executing a signature page sale or Joinder Agreement to this Agreementtransfer of such security, as determined by or any interest therein, without the Majority-In-Interest prior written consent of the Members. Upon such executionCommissioner (until this condition is removed pursuant to Section 260.141.12 of these rules), except: (1) to the transferee issuer; (2) pursuant to the order or process of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion any court; (3) to any person described in Subdivision (i) of Section 25102 of the Majority-In-Interest Code or Section 260.105.14 of these rules; (4) to the transferor's ancestors, descendants, or spouse, or any custodian or trustee for the account of the Memberstransferor or the transferor's ancestors, the transferee shall have no right to exercise any of the powersdescendants, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 or spouse; or to a transferee hereunder shall cease by a trustee or custodian for the account of the transferee or the transferee's ancestors, descendants, or spouse; (5) to holders of securities of the same class of the same issuer; (6) by way of gift or donation inter vivos or on death; (7) by or through a broker-dealer licensed under the Code (either acting as such or as a finder) to a resident of a foreign state, territory, or country who is neither domiciled in this state to the knowledge of the broker-dealer, nor actually present in this state if the sale of such securities is not in violation of any securities law of the foreign state, territory, or country concerned; (8) to a broker-dealer licensed under the Code in a principal transaction, or as an underwriter or member of an underwriting syndicate or selling group; (9) if the interest sold or transferred is a pledge or other lien given by the purchaser to the seller upon a sale of the security for which the Commissioner's written consent is obtained or is not required; (10) by way of a sale qualified under Section 25111, 25112, 25113, or 25121 of the Code, of the securities to be transferred, provided that no order under Section 25140 or subdivision (a) of Section 25143 of the Code is in effect with respect to such qualification; (11) by a Member upon the effective date corporation to a wholly-owned subsidiary of such corporation, or by a wholly-owned subsidiary of a corporation to such corporation; (12) by way of an exchange qualified under Section 25111, 25112, or 25113 of the Code, provided that no order under Section 25140 or subdivision (a) of Section 25143 of the Code is in effect with respect to such qualification; (13) between residents of foreign states, territories, or countries who are neither domiciled nor actually present in this state; (14) to the State Controller pursuant to the Unclaimed Property Law or to the administrator of the unclaimed property law of another state; or (15) by the State Controller pursuant to the Unclaimed Property Law or by the administrator of the unclaimed property law of another state if, in either such case, such person (i) discloses to potential purchasers at the sale that transfer of the securities is restricted under this rule, (ii) delivers to each purchaser a copy of this rule, and thereafter (iii) advises the Commissioner of the name of each purchaser; (16) by a trustee to a successor trustee when such transfer does not involve a change in the beneficial ownership of the securities; or (17) by way of an offer and sale of outstanding securities in an issuer transaction that is subject to the qualification requirement of Section 25110 of the Code but exempt from that qualification requirement by subdivision (f) of Section 25102; provided that any such transfer is on the condition that any certificate evidencing the security issued to such transferee shall contain the legend required by this section. (c) The certificates representing such securities subject to such a restriction on transfer, whether upon initial issuance or upon any transfer thereof, shall bear on their face a legend, prominently stamped or printed thereon in capital letters of not less than 10-point size, reading as follows: 'IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OR THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES.'" Such restriction shall be noted in the appropriate records of the Partnership, and no transfer of any interest in the Partnership shall be made except in compliance with the terms of such legend condition. 7.2.6. No sale, exchange, transfer or assignment of any Unit shall be made to any Person who does not satisfy the investor suitability standards imposed by the Partnership in connection with the public Offering of the Units or such more restrictive standards, if any, as may be required under applicable state securities laws. 7.2.7. No purported sale, exchange, assignment or transfer by a Limited Partner of any Unit after which any transferror or transferee would hold any fraction of a Unit, will be permitted or recognized (except for transfers by gift, inheritance, bequest or family dissolution, or transfers to Affiliates of the transferror). 7.2.8. The General Partner (i) shall be entitled to make any reasonable inquiry of the Limited Partners and prospective Limited Partners in connection with the provisions of this Section 7.2, and (ii) may, in its sole discretion, on behalf of the Partnership, impose any restrictions on transfers of Units or any other additional procedures or requirements which it deems appropriate in order to prevent the Partnership from being treated for tax purposes as an association or as a publicly-traded partnership, or to give effect to the intent of this Section 7.2, and shall be permitted, in order to give effect to any such restriction, procedures or requirements, to amend this Agreement without the Consent of the Limited Partners. The General Partner shall give Notification to all Limited Partners in the event that sales, exchanges, transfers or assignments have generally been suspended. 7.2.9. The General Partner will review from time to time the limitations and restrictions on the sale, exchange, transfer or assignment of Units and will eliminate or modify such limitations or restrictions to make them less restrictive if the Partnership shall have no further powers, rights, and privileges as a Member hereunderreceived an opinion of counsel that such elimination or modification may be made without material adverse tax consequences to the Partners.

Restrictions on Transfers. (a) No Member may (directly or indirectly) transfer by way of sale, exchange, assignment, pledge, gift or other disposition (all of which acts shall be deemed included in the term "transfer" as used in this Agreement) any or all of the Membership Interests (whether held in its, his or her own right or by a representative of the Member) (each Member, is hereinafter referred to as a "Transferor") unless (i) such transfer of Membership Interests is made in accordance with the provisions of Article II of this Agreement and (ii) the transferee of such Membership Interests (if other than (A) the Company or another Member, (B) a transferee in a sale of Membership Interests made under Rule 144 (or any portion successor provision) under the Securities Act of its Interest without 1933, as amended (the express written consent of the Majority-In-Interest of the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve"Securities Act"), or otherwise participate (C) a transferee of Membership Interests registered under the Securities Act) agrees to become a party to this Agreement pursuant to Article IV hereof and executes such further documents as may be necessary, in the management reasonable opinion of the Company, which rights shall remain vested in the transferor Member) to make him, her or it a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreementparty hereto. (b) Any transferee purported transfer of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest Membership Interests other than in accordance with Section 9.2 this Agreement by any Transferor shall be null and void, and the Company shall refuse to a recognize any such transfer for any purpose and shall not reflect in its records any change in record ownership of Membership Interests pursuant to any such transfer. (c) The Company shall not issue any Membership Interests upon original issue or reissue or otherwise dispose of any Membership Interests unless the recipient or transferee hereunder shall cease to be a Member upon the effective date of such transfer Membership Interests (if other than a Member) shall agree to become a party to this Agreement pursuant to Article IV hereof and thereafter shall have no executes such further powersdocuments as may be necessary, rightsin the reasonable opinion of the Company, and privileges as to make him, her or it a Member hereunderparty hereto.

Restrictions on Transfers. (a) No Member may transfer Except as expressly permitted by Section 8.02, and subject to Section 8.01(b), Section 8.01(c) and Section 8.01(d), any underwriter lock-up agreement applicable to such Partner or any other agreement between such Partner and the Partnership, PubCorp or any of their controlled Affiliates, without the prior written approval of the General Partner, no Limited Partner shall directly or indirectly Transfer all or any portion part of its Interest without the express written consent of the Majority-In-Interest of the Members. Notwithstanding the foregoing, Units or any Member may transfer such Member’s right or economic interest in such Member’s Interest (but not any rights to votepertaining thereto, consent, approve, or otherwise participate in the management of the Company, which rights shall remain vested in the transferor Member) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only including the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the or have any economic interest so transferred in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall remain subject be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c)), (i) a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) the Transferor shall have provided to the Partnership prior written notice of such Transfer; and (ii) the Transfer shall comply with all Applicable Laws. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any transferee Transfer of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement Units pursuant to this Agreement, as determined by including this Article 8, shall be subject to the Majority-In-Interest provisions of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless Section 3.01 and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunder3.02.

Restrictions on Transfers. (a) No Member may Xxxxxx X. Xxxxxxxx, Xxxxxx X. X’Xxxx, Xxxxxxxx Xxxxxxxx, Xxxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxx (collectively, the "Restricted Shareholders") shall not sell, assign or transfer all or any portion ("Transfer") their Xxxxx Contingent Stock during the period of its Interest without 12 months following the express written consent date of the Majority-In-Interest issuance of the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management of the Company, which rights shall remain vested in the transferor Member) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this AgreementXxxxx Contingent Stock. (b) Any transferee The restrictions on transfer set forth in paragraph (a) of this Section 4.7 shall terminate with respect to a Restricted Shareholder in the event that: (i) such Restricted Shareholder dies; (ii) such Restricted Shareholder becomes disabled to the extent that he or she is incapable of performing the essential functions of the duties required by such Restricted Shareholder’s Employment Agreement for 120 or more consecutive days, even with reasonable accommodation; (iii) an Interest who arbitration tribunal or court of competent jurisdiction renders a final and non-appealable decision finding that such Restricted Shareholder’s employment was terminated without "Cause" (as such term is not already a Member shall become a substituted Member only upon executing a signature page defined in such Employment Agreement) or Joinder Agreement to this that such Restricted Shareholder terminated his or her employment for "Good Reason" (as such term is defined in such Restricted Shareholder’s Employment Agreement); (iv) Xxxxx agrees in writing that such Restricted Shareholder’s employment has been terminated without Cause or that such Restricted Shareholder terminated his or her employment, as determined by the Majority-In-Interest of case may be, for Good Reason; or (c) Notwithstanding any provision herein to the Members. Upon such executioncontrary, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, Restricted Shareholder may at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right any time Transfer his or her Xxxxx Contingent Stock to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date member of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunder.Restricted Shareholder's family or to any trust or other entity for the benefit of any member of such Restricted Shareholder's family. <PAGE> 43

Restrictions on Transfers. (a) No Member Stockholder may transfer by way of sale, exchange, assignment, pledge, gift or other disposition (all of which acts shall be deemed included in the term "TRANSFER" as used in this Agreement) any or all of the Shares (whether held in its, his or her own right or by a representative of the Stockholder) (each Stockholder, other than TPG Holdings or any portion of its Interest without affiliates (each a "TPG HOLDER"), is hereinafter referred to as a "TRANSFEROR") unless (i) such transfer of Shares is made on the express written consent books of the Majority-In-Interest Company and in accordance with the provisions of Article II of this Agreement and (ii) the Members. Notwithstanding transferee of such Shares (if other than (A) the foregoingCompany or another Stockholder, (B) a transferee in a sale of Shares made under Rule 144 (or any Member may transfer such Member’s economic interest in such Member’s Interest successor provision) under the Securities Act of 1933, as amended (but not any rights to vote, consent, approvethe "SECURITIES ACT"), or otherwise participate (C) a transferee of Shares registered under the Securities Act agrees to become a party to this Agreement pursuant to Article V hereof and executes such further documents as may be necessary, in the management opinion of the Company, which rights shall remain vested in the transferor Member) to make him, her or it a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreementparty hereto. (b) Any transferee purported transfer of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest Shares other than in accordance with Section 9.2 this Agreement by any Transferor shall be null and void, and the Company shall refuse to a recognize any such transfer for any purpose and shall not reflect in its records any change in record ownership of Shares pursuant to any such transfer. (c) The Company shall not issue any Shares upon original issue or reissue or otherwise dispose of any Shares unless the recipient or transferee hereunder shall cease to be a Member upon the effective date of such transfer Shares (if other than a Stockholder) shall agree to become a party to this Agreement pursuant to Article V hereof and thereafter shall have no executes such further powersdocuments as may be necessary, rightsin the opinion of the Company, and privileges as to make him, her or it a Member hereunderparty hereto.

Restrictions on Transfers. (a) No Member may transfer shall directly or indirectly Transfer all or any portion of its Interest without unless (i) the express written Manager is satisfied that the Transfer is either registered under, or exempt from, the registration requirements of applicable federal and state securities laws, and (ii) either (a) the Manager consents to such Transfer in advance in writing, which consent may be withheld by the Manager in its sole and absolute discretion, (b) the Transfer is pursuant to Section 9.2, (c) the Transfer is pursuant to Section 9.3, or (d) the Transfer is pursuant to Section 9.4 (such Transfer, a “Permitted Transfer”); provided that none of the Majority-In-Interest foregoing shall prohibit, or restrict in any way, any sale of Lakes Entertainment, Inc. (whether by sale of stock, merger, consolidation, share exchange or sale of all or substantially all of its assets) or any transfer of any equity interests in Lakes Entertainment, Inc. Any Transfer or attempted Transfer by any Member in violation of the preceding sentence shall be null and void and of no force or effect whatever. Each Member hereby acknowledges the reasonableness of the restrictions on Transfer imposed by this Agreement in view of the Company’s purposes and the relationship of the Members. Notwithstanding Accordingly, the foregoing, any restrictions on Transfer contained herein shall be specifically enforceable. Each Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights hereby further agrees to vote, consent, approve, or otherwise participate in the management of hold the Company, which rights shall remain vested in the transferor Member) to a transferee that is an Affiliate of the transferring MemberManager and each other Member wholly and completely harmless from any cost, to the Member’s estateliability, or to one damage (including liabilities for income and other taxes and costs of enforcing this indemnity) incurred by any of such indemnified Persons as a result of a Transfer or more members an attempted Transfer in violation of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (a) Conditions to Permitted Transfers. A Permitted Transfer otherwise permitted under this Agreement shall not be a Permitted Transfer, and any attempted Transfer of a Member’s Interest shall be null and void and of no force or effect whatever, unless and until the following conditions are satisfied: (i) The transferor and transferee shall execute such documents and instruments of conveyance and assumption as may be necessary or appropriate in the opinion of the Manager to effect such Transfer and to confirm the transferee’s agreement to be bound by the provisions of this Agreement and assumption of all obligations of the transferor Member with respect to the Interest being transferred. (ii) The transferor and transferee shall furnish the Company with the transferee’s taxpayer identification number, sufficient information to determine the transferee’s initial tax basis in the Interest transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest until it has received such information. (iii) The Transfer and Permitted Transferee have been approved by the Ohio Gaming Commission, if required by applicable Gaming Law, and any other governmental or regulatory agency or body having jurisdiction over the Company and whose approval is required under Applicable Law. (iv) A Member making a Permitted Transfer and the transferee shall pay all reasonable costs and expenses incurred by the Company in connection with such Transfer. (b) Any transferee Admission of an Interest who is not already Permitted Transferee as a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest of the MembersMember. Upon such execution, the transferee A Permitted Transferee of an Interest shall become be admitted as a substituted Member in the Company only upon the written approval of the Manager. The rights of a Permitted Transferee who is not admitted as a Member shall be limited to the right to receive allocations and distributions from the Company with respect to the Interest transferred, as provided by this Agreement. The transferee of such Interest shall not be a Member. Unless , or have any rights of a Member, with respect to such Interest, unless and until a such transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderthis Agreement.

Restrictions on Transfers. (a) No Except as expressly permitted by Section 8.02 or Section 8.04, and subject to Section 8.01(b), Section 8.01(c), Section 8.01(d) and Section 8.01(e), any Vesting Letter, Equity Incentive Plan and/or any other agreement between such Member may transfer and the Company, PubCo or any of their respective Controlled Affiliates, without the consent of the board of directors of the Manager, no Member shall directly or indirectly Transfer all or any portion part of its Interest without Units or any right or economic interest pertaining thereto, including the express written right to vote or consent of the Majority-In-Interest of the Members. Notwithstanding the foregoing, on any Member may transfer such Member’s matter or to receive or have any economic interest in distributions or advances from the Company pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Member of Units in violation of this Agreement (and a breach of this Agreement by such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management of the Company, which rights ) and shall remain vested in the transferor Member) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, be null and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreementvoid ab initio. (b) Any transferee Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article VIII that: (i) the Transferor shall have provided to the Company prior notice of an Interest who such Transfer; (ii) the Transferee shall agree in writing to be bound by this Agreement by signing and delivering to the Company a joinder substantially in a form acceptable to the Company; (iii) the Transfer shall comply with all applicable Laws; (iv) to the knowledge of the Transferee and Transferor after reasonable inquiry of the Company, the Transfer shall not impose material liability or material reporting obligations on the Company or any Member thereof in any jurisdiction, whether domestic or foreign, or result in the Company or any Member thereof becoming subject to the jurisdiction of any Governmental Authority anywhere, other than the Governmental Authorities in which the Company is not already a then subject to such liability, reporting obligation or jurisdiction; and (v) such Transfer shall comply with Article IX (to the extent Article IX governs such Transfer of Units). (c) Notwithstanding any other provision of this Agreement to the contrary, but subject to Article IX, no Member shall become Transfer all or any part of its Units or any right or economic interest pertaining thereto if such Transfer, in the reasonable discretion of the Manager, would cause the Company to (i) be classified as a substituted Member only upon executing a signature page “publicly traded partnership” as that term is defined in Section 7704 of the Code and Regulations promulgated thereunder or Joinder Agreement (ii) fail to qualify for the safe harbor contained in Treasury Regulations Section 1.7704-1(h). (d) Any Transfer of Units pursuant to this Agreement, including this Article VIII, shall be subject to the provisions of Section 3.01 and Section 3.02. (e) For the avoidance of doubt, in addition to any restrictions on Transfer set forth in this Article VIII that may apply to such Transfer, (i) any Transfer of Units by any Member shall be subject to the restrictions on Transfer applicable thereto pursuant to any Vesting Letter to which such Member is a party or pursuant to an applicable Equity Incentive Plan and (ii) any Transfer of Management Holdco Interests (as determined by defined below) shall be subject to the Majority-In-Interest of restrictions on Transfer applicable thereto pursuant to the Members. Upon such execution, the transferee of Management Holdco LLC Agreement or pursuant to an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderapplicable Equity Incentive Plan.

Restrictions on Transfers. (a) No Member may transfer all If at any time during the Term (as defined below), the Shareholder decides to sell, gift, or otherwise dispose of Shares (including both Shares held by the Shareholder on the date hereof and any portion Shares hereafter acquired by the Shareholder) (a "Transfer") to another person, either (i) in an "over the counter" open market transaction, or (ii) pursuant to the terms of its Interest a bona fide offer to purchase such Shares (including without limitation any tender offer for shares of Common Stock), the express Shareholder must first give Xxxxxxx written consent notice of such decision and offer to sell such Shares (the "Offered Shares") to Xxxxxxx either (A) in the case described in clause (i) above, for cash equal to the mean between the closing "bid" and "ask" prices on the date of such notice as reported by the OTCBB or such other quotation system on which "bid" and "ask" prices in the Common Stock are then being reported, or (B) at the same price and on the same terms and conditions as the proposed sale pursuant to a bona fide offer described in clause (ii) above. Such notice and offer shall state whether the offer is under clause (i) or (ii) and, if under clause (ii), shall state the identity of the Majority-In-Interest offeror and the terms and conditions of the Members. proposed sale. (b) Notwithstanding the foregoing, the Shareholder may Transfer all or any Member may transfer such Member’s economic interest in such Member’s Interest (but not part of his or her Shares to any rights to vote, consent, approve, or otherwise participate in the management of the Company, which rights shall remain vested in the transferor Member) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) Shareholder's spouse and/or lineal descendants or a any partnership or trust for their benefitthe Shareholder and/or his or her spouse and/or lineal descendants (each, for estate planning purposes; provideda "Permitted Transferee") and any such Permitted Transferees may re-Transfer such Shares to the Shareholder, howeverwithout complying with the provisions of this Agreement, provided that any such transfer Transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain made subject to all of the terms of this Agreement and shall be ineffective unless the Permitted Transferee (or the guardian of a minor Permitted Transferee) agrees in writing to be bound by this Agreement. (bc) Any transferee For purposes of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by "Term" shall mean one (1) year from the Majority-In-Interest date hereof, provided that Xxxxxxx may extend the Term for up to two (2) additional one (1) year periods each upon written notice to the Shareholder prior to the expiration of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majoritythen-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges current term accompanied by payment of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 fee for the extension equal to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunder$0.50 per Share.

Restrictions on Transfers. (a) No Except as expressly permitted by Section 8.02, and subject to Section 8.01(b), Section 8.01(c), Section 8.01(d) and Section 8.01(e), any Award Agreement, Equity Incentive Plan and/or any other agreement between such Member may transfer and the Company, PubCo or any of their respective Controlled Affiliates (including, with respect to the Endeavor Members, the Governance Agreement), without the prior written approval of the Managing Member, no Member shall directly or indirectly Transfer all or any portion part of its Interest without Units or any right or economic interest pertaining thereto, including the express written right to vote or consent of the Majority-In-Interest of the Members. Notwithstanding the foregoing, on any Member may transfer such Member’s matter or to receive or have any economic interest in distributions or advances from the Company pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Member of Units in violation of this Agreement (and a breach of this Agreement by such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management of the Company, which rights ) and shall remain vested in the transferor Member) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, be null and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreementvoid ab initio. (b) Any transferee Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article VIII that: (i) the Transferor shall have provided to the Company prior notice of such Transfer; (ii) the Transferee shall agree in writing to be bound by this Agreement by signing and delivering to the Company a joinder substantially in a form acceptable to the Company; (iii) the Transfer shall comply with all applicable Laws and such reasonable representations as may be required by the Managing Member; (iv) if such Transferee or his or her spouse is a resident of a community property jurisdiction, then such Transferee’s spouse shall also execute an Interest instrument reasonably satisfactory to the Managing Member agreeing to be bound by the terms and provisions of this Agreement to the extent of his or her community property or quasi-community property interest, if any, in such Member’s Equity Securities; (v) to the knowledge of the Transferee and Transferor after reasonable inquiry of the Company, the Transfer shall not impose material liability or material reporting obligations on the Company or any Member thereof in any jurisdiction, whether domestic or foreign, or result in the Company or any Member thereof becoming subject to the jurisdiction of any Governmental Authority anywhere, other than the Governmental Authorities in which the Company is then subject to such liability, reporting obligation or jurisdiction; and (vi) such Transfer shall comply with Article IX (to the extent Article IX governs such Transfer of Units). (c) Notwithstanding any other provision of this Agreement to the contrary, without the prior written consent of the Managing Member, no Member shall Transfer all or any part of its Units or any right or economic interest pertaining thereto if such Transfer, in the reasonable discretion of the Managing Member, would: (i) be a Transfer to a Person who is not already legally competent or who has not achieved his or her majority of age under applicable Law (excluding trusts for the benefit of minors); (ii) cause the Company to (i) be classified as a Member shall become a substituted Member only upon executing a signature page “publicly traded partnership” as that term is defined in Section 7704 of the Code and Regulations promulgated thereunder or Joinder Agreement (ii) fail to qualify for the safe harbor contained in Treasury Regulations Section 1.7704-1(h); or (iii) cause the Company to be required to register under the U.S. Investment Company Act of 1940. (d) Any Transfer of Units pursuant to this Agreement, including this Article VIII, shall be subject to the provisions of Section 3.01 and Section 3.02. (e) For the avoidance of doubt, and notwithstanding anything herein to the contrary, in addition to any restrictions on Transfer set forth in this Article VIII that may apply to such Transfer, (i) any Transfer of Units by any Member shall be subject to the restrictions on Transfer applicable thereto pursuant to any Award Agreement to which such Member is a party or pursuant to an applicable Equity Incentive Plan, (ii) any Transfer of Employee Holdco Member Interests (as determined defined below) shall be subject to the restrictions on Transfer applicable thereto pursuant to applicable organizational documents of such Employee Holdco Member and (iii) any Transfer by the Majority-In-Interest Endeavor Members shall be subject to the restrictions on Transfer and other provisions applicable thereto pursuant to the Governance Agreement. (f) Notwithstanding anything contained in this Agreement to the contrary, any Member that is not a “United States person” within the meaning of Section 7701(a)(30) of the Members. Upon Code shall not Transfer any Common Units (including, for the avoidance of doubt, in connection with a Redemption), unless such executionMember and the Transferee have delivered to the Company, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion in respect of the Majority-In-Interest relevant Transfer (or Redemption), written evidence that all required withholding under Section 1446(f) of the Members, Code will have been done and duly remitted to the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest applicable Governmental Entity or duly executed certifications (prepared in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date applicable Treasury Regulations or other authorities) of an exemption from such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderwithholding.

Restrictions on Transfers. (a) No Except as expressly permitted by Section 7.02, and subject to Section 7.01(b), Section 7.01(c), Section 7.01(d) and Section 7.01(e), any underwriter lock-up agreement applicable to such Member, any Vesting Letter and/or any other agreement between such Member may transfer and the Company, PubCo or any of their respective Controlled Affiliates, without the prior written approval of the Managing Member, no Member shall directly or indirectly Transfer all or any portion part of its Interest without Units or any right or economic interest pertaining thereto, including the express written right to vote or consent of the Majority-In-Interest of the Members. Notwithstanding the foregoing, on any Member may transfer such Member’s matter or to receive or have any economic interest in distributions or advances from the Company pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Member of Units in violation of this Agreement (and a breach of this Agreement by such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management of the Company, which rights ) and shall remain vested in the transferor Member) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, be null and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreementvoid ab initio. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article VII that: (i) the Transferor shall have provided to the Company prior notice of such Transfer; (ii) the Transferee shall agree in writing to be bound by this Agreement by signing and delivering to the Company a joinder substantially in a form acceptable to the Company; (iii) the Transfer shall comply with all applicable Laws; (iv) to the knowledge of the Transferee and Transferor after reasonable inquiry of the Company, the Transfer shall not impose material liability or material reporting obligations on the Company or any Member thereof in any jurisdiction, whether domestic or foreign, or result in the Company or any Member thereof becoming subject to the jurisdiction of any Governmental Authority anywhere, other than the Governmental Authorities in which the Company is then subject to such liability, reporting obligation or jurisdiction; and (v) such Transfer shall comply with Article VIII (to the extent Article VIII governs such Transfer of Units). (c) [reserved]. (d) Any transferee Transfer of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement Units pursuant to this Agreement, including this Article VII, shall be subject to the provisions of Section 3.01 and Section 3.02. (e) For the avoidance of doubt, in addition to any restrictions on Transfer set forth in this Article VII that may apply to such Transfer, any Transfer of Units by any Member shall be subject to the restrictions on Transfer applicable thereto pursuant to any Vesting Letter to which such Member is a party. (f) Notwithstanding anything else contained herein, without the prior written consent of the Manager, none of the individuals listed on Schedule B may transfer any Units or other Equity Securities of the Company. (g) Notwithstanding anything else contained herein, without the prior written consent of the Manager, (i) no Member shall Transfer any Units or other Equity Securities of the Company; and (ii) the Company shall not issue any Units or other Equity Securities; in each case, to the extent such action would result in PubCo owning less than eighty percent (80%) of the total voting power or value of the Company, as determined by the Majority-In-Interest under Section 1504(a)(2) of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderCode.

Restrictions on Transfers. (a) No Subject to subsections (b) and (c) of this Section 11.1, a Member may transfer (i) transfer, sell, assign, pledge, encumber or otherwise directly dispose of all or any portion of its Interest without the express written consent of the Majority-In-Interest of the Members. Notwithstanding the foregoingMembership Interest, any or (ii) by merger or other business combination involving such Member may transfer such Member’s economic interest or a company directly or indirectly owning equity interests in such Member’s , cause a change in the ownership of, all or any portion of its Membership Interest (but not any rights to vote, consent, approve, or otherwise participate transaction described in the management of the Company, which rights shall remain vested in the transferor Member) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family clauses (spouse, ancestors, and descendantsi) or (ii), a trust for their benefit"Transfer"), for estate planning purposes; provided, however, that in each case without the prior consent of any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such other Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any All Transfers hereunder shall be by instrument (including in the case of a merger or business combination the relevant agreement or plan of merger or combination), in form and substance reasonably satisfactory to the Company, which instrument shall contain an express statement by the transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement its agreement to accept, adopt and be bound by all of the terms and provisions of this Agreement, as determined the same may have been amended from time to time, which shall include a Certificate duly endorsed for transfer by the Majority-In-Interest transferring Member and delivered to the Company. All Transfers shall provide for the payment by the transferring Member of all reasonable expenses incurred by the Members. Upon Company in connection with such executionTransfer, including, without limitation, the transferee of an Interest shall become a substituted Membernecessary amendments to this Agreement to reflect such Transfer. Unless The transferring Member and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have execute and acknowledge any and all such instruments as the Company may reasonably request to effectuate such Transfer, in each case in form and substance reasonably satisfactory to the Company. In no right event shall the Company dissolve or terminate pursuant to exercise Section 708 of the Code or otherwise upon the admission of any Member to the Company or upon any permitted Transfer of an interest in the Company by any Member. (c) Notwithstanding anything to the contrary in this Agreement, at law or in equity, no Member shall Transfer or otherwise affect any Membership Interest in a way that would cause a default under any material agreement, license, permit or other instrument of any kind whatsoever to which the Company is a party or by which it is bound or that would cause, or might be reasonably expected to cause, an Adverse PUHCA Event or an Adverse QF Event. In addition, without the consent of the other Members, no Transfer (whether to a Subsidiary or otherwise) shall relieve or release the assigning Member from any of its obligations under this LLC Agreement or the powersEquity Contribution Agreement, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges except as a Member hereunderpermitted thereunder.

Restrictions on Transfers. (a) 9.2.1. No Member may transfer all or any portion of its LLC Interest without the express written consent of the Majority-In-Interest Class A Members holding a majority in interest of the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest non-transferred LLC Interests held by Class A Members in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management of the Company, which rights shall remain vested in the transferor Member) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, their sole and descendants) or a trust for their benefit, for estate planning purposesabsolute discretion; provided, however, that (a) any such Class A Member may transfer shall give all or a portion of its LLC Interest (i) to a Permitted Transferee, (ii) pursuant to and in accordance with any of the transferee only transactions contemplated by Sections 2, 3 and 6 of the right to receive distributions and the incomeInvestor Rights Agreement, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) DTVG Sub may transfer all or any portion of its LLC Interest to The DIRECTV Group, Inc., and (c) SkyTerra may transfer all or any portion of its LLC Interests to a wholly owned subsidiary pursuant to the Drop Down, in each case without the consent of any other Member. 9.2.2. Any transferee of an LLC Interest who is not already a Member shall become a substituted Member only upon executing (i) the express written consent of Class A Members holding a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Majority in Interest of the Members. Upon non-transferred LLC Interests held by Class A Members (provided that if such executiontransferee was a Permitted Transferee, is The DIRECTV Group, Inc., is a wholly owned subsidiary of SkyTerra, or acquires such LLC Interests pursuant to and in accordance with transactions contemplated by Sections 2, 3 and 6 of the Investor Rights Agreement, such consent shall not be required); (ii) the transferee agreeing to be bound by all the terms and conditions of an Interest shall become a substituted Memberthe Certificate and this Agreement as then in effect; and (iii) receipt of any necessary regulatory approvals. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire LLC Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon transfer of the effective date of such transfer Member’s entire LLC Interest and thereafter shall have no further powers, rights, and privileges as a Member hereunderhereunder except as provided in Section 7.11 and Section 8.6.2. 9.2.3. For the purposes of Section 9.2.1 and Section 9.2.2, in calculating a majority in interest of the non-transferred LLC Interests held by Class A Members, the LLC Interests of a transferring Class A Member shall be excluded. 9.2.4. The LLC, each Member, the Board of Managers, the officers and any other Person or Persons having business with the LLC need deal only with Members who are admitted as Members or as substituted Members of the LLC, and they shall not be required to deal with any other Person by reason of transfer by a Member or by reason of the death of a Member, except as otherwise provided in this Agreement. In the absence of the substitution (as provided herein) of a Member for a transferring or a deceased Member, any payment to a Member or to a Member’s executors or administrators shall acquit the LLC and the Board of Managers of all liability to any other Persons who may be interested in such payment by reason of an assignment by, or the death of, such Member.

Restrictions on Transfers. (ai) No Member Except as expressly provided in this Agreement, no Transfer of any Membership Interest shall be permitted unless (A) such Transfer is in accordance with this Article VII and all applicable securities laws, (B) the Transferor gives the Company not less than two (2) Business Days prior written notice of such Transfer (unless greater prior notice is required by this Agreement, in which case the Transferor shall give such greater notice), (C) all required consents or approvals of any Governmental Entity shall have been obtained and (D) the Transferee executes and delivers a counterpart of the signature page to this Agreement (or the appropriate assumption agreement) and any other agreements, documents or instruments as the Company may transfer reasonably require. In the event of a Public Offering, this Section 7.01 shall be null and void and any such Transfer of any Membership Interest shall be in accordance with applicable securities laws. (ii) With respect to any Transfer in compliance with the requirements of this Section 7.01, each Transferee of Units in the Company shall have all of the rights, and shall be subject to the restrictions and obligations, of its Transferor hereunder to the extent specified in the agreements or any instruments between the parties (provided such Transfer of Units shall not relieve the Transferor of such Units of its obligations under this Agreement arising prior to the date of such Transfer unless all of the non-Transferring Members execute a release with respect to such obligations of the Transferor) and shall succeed to the Transferred portion of the Transferor’s Units and shall be admitted as a Member. If a Transferor has Transferred all of its Interest without Units in the express written consent Company pursuant to this Article VII and the Transferee is admitted as a Member, immediately following such admission, such Transferor shall cease to be a Member. (iii) The Company and each non-Transferor Member shall reasonably cooperate with a Member proposing to Transfer its Units, including providing information regarding the Company and its Subsidiaries and their assets and operations to the Transferor and potential acquirors and financing sources for such acquisition (subject to Section 8.03) and assisting in obtaining all required consents or approvals of the Majority-In-Interest of the Members. Notwithstanding the foregoing, any Member may transfer Governmental Entity in connection with such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate Transfer and making officers and other personnel involved in the management and oversight of the Company, which rights shall remain vested in the transferor Member) ’s and its Subsidiaries’ assets and operations available on reasonable notice to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, meet with potential acquirors and descendants) or a trust for their benefit, for estate planning purposesfinancing sources; provided, however, that such cooperation shall not require the Company and any non-Transferring Member to make any expenditures in connection with such transfer cooperation and the Transferor shall give reimburse the transferee only Company and all non-Transferring Members for any out of pocket costs incurred in performing actions pursuant to this Section 7.01(a)(iii) at the request of the Transferor. (iv) Unless and until a Transferee is admitted as a Member pursuant to this Article VII, such Transferee shall not have any rights of a Member or of a holder of Units, other than the right to receive distributions and the incomeallocations in accordance with Article V, gain and loss allocable to such Member’s Interest to which such Member would otherwise but shall be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreementthe obligations of a Member and shall be bound by the provisions of Sections 7.01, 7.03, 7.04, 7.05, [7.06], 8.03, 8.04 and Article XII as though such Transferee were a Member. (bv) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Notwithstanding anything in this Agreement to this Agreementthe contrary, as determined by the Majority-In-other than with respect to an Approved Exit, no Transfer of any Membership Interest shall be permitted to any competitor of the Members. Upon such execution, Company in the transferee of an Interest shall become a substituted Member. Unless upstream oil and until a transferee is admitted as a substituted Member, at gas industry without the discretion prior written consent of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderBoard.

Restrictions on Transfers. Subject to Section 5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (awhich shall not be unreasonably withheld or delayed), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant or the Shares or the shares of common stock issuable upon conversion of the Shares (the “Securities”) No Member may transfer must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of its Interest without the express written consent Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Majority-In-Interest Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant to the same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; (ii) the disposition is made in accordance with Rule 144 under the Securities Act; or (iii) (x) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a reasonably detailed description of the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management manner and circumstances of the Companyproposed disposition, which rights shall remain vested in the transferor Member(y) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right confirmed to exercise any the satisfaction of the powersCompany in writing, rightssubstantially in the form of Exhibit A-1, that the Securities are being acquired (A) solely for the transferee’s own account and not as a nominee for any other party, (B) for investment and (C) not with a view toward distribution or resale, and privileges shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (z) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense, with an opinion of a Member hereunder. A Member who has transferred its entire Interest counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act, whereupon such Holder shall be entitled to transfer such Securities in accordance with Section 9.2 the terms of the notice delivered by the Holder to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderCompany.

Restrictions on Transfers. The Holder may not transfer or assign this Warrant in whole or in part without providing the Company with 10 days prior written notice, and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such notice shall be void. Any transfer of this Warrant or the Shares or the shares of common stock issuable upon conversion of the Shares (athe “Securities”) No Member may transfer must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of its Interest without the express written consent Securities, or any beneficial interest therein, unless and until (a) the transferee thereof has agreed in writing for the benefit of the Majority-In-Interest of Company to take and hold such Securities subject to, and to be bound by, the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest terms and conditions set forth in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management of the Company, which rights shall remain vested in the transferor Member) to a transferee that is an Affiliate of the transferring Member, this Warrant to the Member’s estate, or to one or more members of same extent as if the Member’s immediate family (spouse, ancestorstransferee were the original Holder hereunder, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any transferee (1) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (2) (A) such Holder shall have given prior written notice to the Company of an Interest who is not already such Xxxxxx’s intention to make such disposition and shall have furnished the Company with a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest detailed description of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless manner and until a transferee is admitted as a substituted Member, at the discretion circumstances of the Majority-In-Interest of the Membersproposed disposition, (B) the transferee shall have no right confirmed to exercise any the satisfaction of the powersCompany in writing that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, rights(ii) for investment and (iii) not with a view toward distribution or resale, and privileges shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense, with an opinion of a Member hereunder. A Member who has transferred its entire Interest counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act whereupon such Holder shall be entitled to transfer such Securities in accordance with Section 9.2 the terms of the notice delivered by the Holder to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderCompany.

Restrictions on Transfers. (a) No Member may transfer all From and after the date hereof until the Expiration Time, Investor shall not, directly or indirectly, sell, assign, give, mortgage, pledge, hypothecate, issue, bequeath or in any portion of its Interest without the express written consent of the Majority-In-Interest of the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approvemanner encumber or dispose of, or permit to be sold, assigned, encumbered, attached or otherwise participate disposed of in the management any manner, whether voluntarily, involuntarily or by operation of the Companylaw, which rights with or without consideration (collectively, “Transfer”), Owned Securities to a third party; provided that Investor shall remain vested in the transferor Memberbe permitted to Transfer Owned Securities (A) to any Person if such Person executes an agreement agreeing to be bound by the covenants contained in this Agreement applicable to Investor (by being designated as the “Investor” under such agreement) and provided that such Transfer does not violate the provisions of Section 1(b) and (B) pursuant to a transferee bona fide pledge in favor of a financial institution, provided that such financial institution agrees in writing to be bound by the voting, proxy, and transfer restrictions set forth herein; and provided further that, if Investor elects to Transfer any Owned Securities prior to the Expiration Time to a Person that is not an Affiliate of Investor or of any owner of Investor, Investor shall comply with the transferring Member, to the Member’s estate, or to one or more members provisions of the Member’s immediate family Sections 3(b) through (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreementd). (b) Any transferee Prior to any Transfer prior to the Expiration Time of an Interest who Owned Securities to a Person that is not already a Member an Affiliate of Investor or of any owner of Investor, Investor shall become a substituted Member only upon executing a signature page provide to the Company (or Joinder Agreement its designee) an irrevocable proxy with respect to this Agreement, such Owned Securities as determined contemplated by the Majority-In-Interest first sentence of Section 2(c). (c) Investor shall promptly notify the Company of the Members. Upon such execution, number and average sales price (in each case on a daily basis) of any Owned Securities sold by Investor prior to the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at Expiration Time. (d) In the discretion of event that (i) the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest Mergers are not consummated in accordance with Section 9.2 the terms of the Merger Agreement and (ii) Investor has, prior to the Expiration Time, Transferred any Owned Securities to a transferee hereunder Person that is not an Affiliate of Investor or of any owner of Investor and (iii) the Five Day Average Trading Price (as defined below) of the Company’s common shares is less than the average sales price of all Owned Securities so Transferred by Investor to an unaffiliated Person on or before the date that is the second trading day after the date on the Company first announces that the Mergers will not be consummated (the “Announcement Date”), the Investor shall cease make a payment, on or before the fifteenth Business Day after the Announcement Date, in cash to be a Member upon the effective Company (or its designee) in an amount equal to the product of (x) the excess of the average sales price of all Owned Securities so Transferred by Investor to an unaffiliated Person on or before the date that is the second trading day after the Announcement Date over the Five Day Average Trading Price times (y) the total number of such transfer and thereafter Owned Securities so Transferred. As used herein, the “Five Day Average Trading Price” shall have no further powers, rights, and privileges as a Member hereundermean (A) the sum of (I) the highest sales prices reported on the New York Stock Exchange for sales of common shares of the Company for each of the five consecutive trading days beginning on the third trading day after the Announcement Date plus (II) the lowest sales prices reported on the New York Stock Exchange for sales of common shares of the Company for each of the five consecutive trading days beginning on the third trading day after the Announcement Date divided by (B) 10.

Restrictions on Transfers. (a) No Except as expressly permitted by Section 8.02, and subject to Section 8.01(b), Section 8.01(c), Section 8.01(d) and Section 8.01(e), any underwriter lock-up agreement applicable to such Member may transfer and/or any other agreement between such Member and the Company, Pubco or any of their Controlled Affiliates, without the prior written approval of the Managing Member, no Member shall directly or indirectly Transfer all or any portion part of its Interest without Units or any right or economic interest pertaining thereto, including the express written right to vote or consent of the Majority-In-Interest of the Members. Notwithstanding the foregoing, on any Member may transfer such Member’s matter or to receive or have any economic interest in distributions or advances from the Company pursuant thereto, to any Person. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Member of Units in violation of this Agreement (and a breach of this Agreement by such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management of the Company, which rights ) and shall remain vested in the transferor Member) to a transferee that is an Affiliate of the transferring Member, be null and void ab initio. Notwithstanding anything to the Member’s estatecontrary in this Article 8, or to one or more members (i) Section 10.03 of this Agreement shall govern the Member’s immediate family (spouse, ancestorsexchange of LLC Units for shares of Class A Common Stock, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitledan exchange pursuant to, and the transferorin accordance with, each transfereeSection 10.03 of this Agreement shall not be considered a “Transfer” for purposes of this Agreement, and the economic interest so transferred (ii) any other Transfer of shares of Class A Common Stock shall remain subject to not be considered a “Transfer” for purposes of this Agreement. (b) Any transferee Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) the Transferor shall have provided to the Company prior notice of an Interest who is not already a such Transfer; and (ii) the Transfer shall comply with all Applicable Laws and the Managing Member shall become be reasonably satisfied that such Transfer will not result in a substituted violation of the Securities Act. WEIL:\98074461\9\40590.0003 (c) Notwithstanding any other provision of this Agreement to the contrary, no Member only upon executing shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto if such Transfer, in the reasonable discretion of the Managing Member, would (i) materially increase the risk that the Company would be classified as a signature page “publicly traded partnership” as that term is defined in Section 7704 of the Code and Regulations promulgated thereunder or Joinder Agreement (ii) reasonably be expected to create a material risk that the Company would have more than one hundred (100) partners, within the meaning of Treasury Regulations Section 1.7704-1(h)(1) (determined pursuant to the rules of Treasury Regulations Section 1.7704-1(h)(3)). (d) Any Transfer of Units pursuant to this Agreement, as determined including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02Section 3.03. (e) If there is a Transfer of Units to Permitted Transferees pursuant to this Agreement, the Units held by each such Permitted Transferee shall be included in calculating the Majority-In-Interest Substantial Ownership Requirement. (f) Notwithstanding anything contained herein to the contrary, in no event shall any Member that is not a “United States person” within the meaning of Section 7701(a)(30) of the Members. Upon Code Transfer any Units, unless such execution, Member and the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Memberhave delivered to the Company, at the discretion in respect of the Majority-In-Interest relevant Transfer, written evidence that all required withholding under Section 1446(f) of the Members, Code will have been done and duly remitted to the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest applicable taxing authority or duly executed certifications (prepared in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date applicable Treasury Regulations or other authorities) of an exemption from such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderwithholding.

Restrictions on Transfers. (a) No Except as otherwise provided herein, no Member may pledge, sell, assign or transfer (collectively, a "Transfer") any part or all of the Membership Units held by such Member unless such Transfer is consented to by the remaining Members. Unless waived by the Board, such Membership Units shall not be Transferred in the absence of an opinion of counsel, satisfactory to the Board, that the registration of the sale of the Membership Units is not required under the Securities Act of 1933, as amended, or any portion of its Interest without the express written applicable state securities laws. Any Transfer by an Executive Member under Section 11.2 below shall be deemed a consent of the Majority-In-Interest of the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management of the Company, which rights shall remain vested in the transferor Member) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to under this AgreementSection 11.1(a). (b) Any permitted Transfer of Membership Units, other than to an existing Member, shall be effective only to give the transferee the right to receive the share of an Interest allocations and distributions to which the transferor would otherwise be entitled with respect to such Membership Units. Any transferee who is not already a Member prior to a Transfer shall not have the right to become a substituted Member only upon executing unless a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest majority in interest of the Members. Upon such execution, non-transferring Members expressly consent thereto in writing and the transferee agrees to be bound by all the terms and conditions of an Interest shall become a substituted Memberthis Agreement as then in effect. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, rights and privileges of a Member hereunder. A Member who has transferred assigned its entire Interest interest in accordance with Section 9.2 to a transferee hereunder all of its Membership Units shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, rights and privileges as a Member hereunder, but shall, unless otherwise relieved of such obligations by agreement of all of the remaining Members or by operation of law, remain liable for all obligations and duties incurred as a Member. (c) The Preferred Member shall be permitted to, and shall, transfer its Preferred Membership Unit to any assignee or transferee of the Preferred Member's rights under the Expense Reimbursement Agreement, as such assignment or transfer may be permitted thereby. (d) The Company, each Member and the Preferred Member and any other Person having business with the Company need deal only with Members or Preferred Member who are admitted as Members or a Preferred Member or as substituted Members of the Company, and they shall not be required to deal with any other Person by reason of assignment by a Member or Preferred Member or by reason of the death of a Member, except as otherwise provided in this Agreement. In the absence of the substitution (as provided herein) of a Member or Preferred Member for an assigning or a deceased Member or Preferred Member, any payment to a Member or Preferred Member or to a Member's executors or administrators shall release the Company and the Board from all liability to any other Persons who may be interested in such payment by reason of an assignment by, or the death of, such Member or Preferred Member. (e) Any Transfer not in accord with this Agreement shall be void ab initio unless otherwise agreed to in writing by the remaining Members in advance.

Restrictions on Transfers. Notwithstanding any provision to the contrary contained herein, the following restrictions shall apply to any and all proposed sales, assignments or transfers of Membership Interests and Economic Interests, and any proposed sale, assignment or transfer in violation of same shall be void ab initio: (a) No Member may transfer all The Class A Interest or any portion of its part thereof (including an Economic Interest without therein) shall not be transferred or assigned by the express written consent of the Majority-In-Interest of the Members. Notwithstanding the foregoing, Class A Member at any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management of the Company, which rights shall remain vested in the transferor Member) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreementtime. (b) Any transferee of an Interest who is not already a No Class B Member shall become a substituted Member only upon executing a signature page make any transfer or Joinder Agreement to this Agreement, as determined by assignment of all or any part of his Membership Interest without the Majority-In-Interest prior written consent of the Members. Upon such executionManager, which consent may be withheld in the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the sole discretion of the Majority-In-Manager. (c) No Class B Member shall make any transfer or assignment of all or any part of his Economic Interest without the prior written consent of the MembersManager, which consent shall not be unreasonably withheld. (d) No Class B Member shall make any transfer or assignment of all or any part of his Membership Interest or Economic Interest if said transfer or assignment would, when considered with all other transfers during the transferee shall have no right to exercise any same applicable twelve-month period, cause a termination of the powersCompany for federal or California state income tax purposes. (e) No Class B Member shall be entitled to sell, rightsassign, and privileges transfer or convey his Membership Interest or Economic Interest to any person or entity other than a bona fide resident of the State of California for a period of nine months after the termination of the offering of Units pursuant to which such Membership Interest (or the Membership Interest associated with such Economic Interest) was acquired. (f) No Class B Member hereunder. A Member who has transferred its entire shall be entitled to sell, assign, transfer or convey his Membership Interest in accordance or Economic Interest to any Person unless such transfer complies with Section 9.2 260.141.11 of the Rules of the California Commissioner of Corporations if such Section of such Rules is applicable at the time of the proposed transfer. (g) Instruments evidencing any Investment Class Interest or Economic Interest therein shall bear and be subject to a transferee hereunder shall cease to be a Member upon legend condition in substantially the effective date of such transfer and thereafter shall have no further powersfollowing form: THE UNITS REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, rightsAS AMENDED NOR HAVE THEY BEEN QUALIFIED UNDER THE CALIFORNIA CORPORATE SECURITIES LAW OF 1968, and privileges as a Member hereunderAS AMENDED. SUCH UNITS MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED TO ANY PERSON AT ANY TIME WITHOUT SUCH REGISTRATION AND QUALIFICATION, OR AN OPINION OF COUNSEL SATISFACTORY TO THE MANAGER OF THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED. THERE ARE OTHER SUBSTANTIAL RESTRICTIONS ON TRANSFER, AS SET FORTH IN THE OPERATING AGREEMENT. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED BY THE COMMISSIONER’S RULES.

Restrictions on Transfers. Subject to Section 5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (awhich shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant or the Shares (the “Securities”) No Member may transfer must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of its Interest without the express written consent Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Majority-In-Interest Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant to the same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of such Hxxxxx’s intention to make such disposition and shall have furnished the Company with a detailed description of the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management manner and circumstances of the Companyproposed disposition, which rights shall remain vested in the transferor Member(B) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right confirmed to exercise any the satisfaction of the powersCompany in writing, rightssubstantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and privileges shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense, with (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a Member hereunder. A Member who has transferred its entire Interest “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with Section 9.2 the terms of the notice delivered by the Holder to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderCompany.

Restrictions on Transfers. Notwithstanding any other provision of this Agreement, (a) No Member no Transfer may transfer all be made pursuant to this Section 3 unless (i) the transferee has agreed in writing to be bound by the terms and conditions of this Agreement pursuant to a Deed of Adherence substantially in the form attached hereto as Exhibit A, (ii) the transferee is not a Competitor, (iii) if the transferee is a Key Holder Restricted Person, the prior written approval of the Key Holder shall have been obtained, (iv) if the transferee is a Tencent Restricted Person, the prior written approval of Tencent shall have been obtained, (v) for so long as Tencent and its Affiliates hold in the aggregate at least 8% of the Shares on an as-converted, fully diluted basis, if the Key Holder or the Management Team Holdco or any portion holder of its Interest without Ordinary Shares issued under the express ESOP directly or indirectly transfers Ordinary Shares, the prior written consent approval of the Majority-In-Interest Tencent shall have been obtained, (vi) if any direct or indirect transfer of the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest shares which would result in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management a change of Control of the Company, which rights shall remain vested in the transferor Member) to a transferee that is an Affiliate prior written consent or approval of the transferring Member, to the Member’s estate, or to one or more members holders of over 40% of the Member’s immediate family Series A Preferred Shares shall have been obtained, (spouse, ancestors, vii) the Transfer complies in all respects with the other applicable provisions of this Agreement and descendants(viii) or a trust for their benefit, for estate planning purposesthe Transfer complies in all respects with applicable securities laws; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement.and (b) Any transferee (i) in the case of an Interest who is not already a Member Trade Sale to or involving any Tencent Restricted Person, or any merger, amalgamation, consolidation, division, scheme of arrangement or any other type of corporate restructuring involving any Group Company and any Tencent Restricted Person, the prior written approval of Tencent shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreementhave been obtained, for so long as determined by Tencent and its Affiliates hold in the Majority-In-Interest aggregate at least 8% of the Members. Upon such executionShares on an as-converted, fully diluted basis, (ii) in the case of Trade Sale to or involving any Key Holder Restricted Person, or any merger, amalgamation, consolidation, division, scheme of arrangement or any other type of corporate restructuring involving any Group Company and any Key Holder Restricted Person, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion prior written approval of the Majority-In-Interest Key Holder shall have been obtained, and (iii) in the case of Trade Sale, or any merger, amalgamation, consolidation, division, scheme of arrangement or any other type of corporate restructuring involving any Group Company not referred to in Section 3.2(b)(i) and Section 3.3(b)(ii), the prior written consent or approval of the Members, holders of over 40% of the transferee Series A Preferred Shares shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderbeen obtained.

Restrictions on Transfers. Except as set forth in Section 5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent, and any attempt by the Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant or the Shares (athe “Securities”) No Member may transfer must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of its Interest without the express written consent Securities unless and until the transferee thereof has agreed in writing for the benefit of the Majority-In-Interest Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant to the same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of such Hxxxxx’s intention to make such disposition and shall have furnished the Company with a detailed description of the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management manner and circumstances of the Companyproposed disposition, which rights shall remain vested in the transferor Member(B) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right confirmed to exercise any the satisfaction of the powersCompany in writing, rightssubstantially in the form and substance of Section 11 hereto, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and privileges shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense, with (i) an opinion of counsel or other evidence, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a Member hereunder. A Member who has transferred its entire Interest “no action” letter from the SEC to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with Section 9.2 the terms of the notice delivered by the Holder to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderCompany.

Restrictions on Transfers. Except as otherwise provided in the Operative Documents, no Partner shall directly or indirectly, voluntarily, involuntarily or by operation of law, convey, exchange, assign, mortgage, encumber, hypothecate, pledge, sell or otherwise transfer (aeach a “Transfer”) No Member may transfer all or any portion of its Interest without interest in the express written Partnership, or enter into any agreement to do so, except in accordance with the provisions of this Article XIII. Any attempted Transfer in violation of the terms of this Article XIII or any of the provisions of the Operating Documents shall be void and of no force or effect. As used herein, a “Transfer” shall be deemed to include a Transfer of any shares, voting rights or ownership interests which will result in a change in the identity of the Person or Persons exercising, or who may exercise, effective control of a Partner. No Partner may Transfer any portion of its interest in the Partnership unless: (a) the General Partner and the Owner Participant shall have received the Required Opinion from counsel selected by, or reasonably acceptable to, the General Partner, and the General Partner shall have consented in writing to such Transfer, which consent may be withheld in the sole and absolute discretion of the General Partner; (b) such Transfer shall not result in the Partnership being treated as an association taxable as a corporation under the Code; (c) such Transfer would not result in the Cogeneration Facility ceasing to be a “qualifying cogeneration facility” under PURPA; (d) the Transfer of the interest in the Partnership, when added to any previous Transfer by any other Partner within a twelve (12) month period, would not cause the Partnership to be considered to be terminated under Section 708(b) of the Code, unless such Transfer has received the unanimous consent of the Majority-In-Interest of the Members. Notwithstanding the foregoing, any Member may transfer Partners; and (e) such Member’s economic interest Transfer would not cause a Default (as defined in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management of the Company, which rights shall remain vested in the transferor Member) to a transferee that is an Affiliate of the transferring Member, Appendix A to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Participation Agreement). (b) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunder.

Restrictions on Transfers. Subject to Section5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (awhich shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant or the Shares (the “Securities”) No Member may transfer must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of its Interest without the express written consent Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Majority-In-Interest Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant to the same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of such Xxxxxx’s intention to make such disposition and shall have furnished the Company with a detailed description of the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management manner and circumstances of the Companyproposed disposition, which rights shall remain vested in the transferor Member(B) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right confirmed to exercise any the satisfaction of the powersCompany in writing, rightssubstantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and privileges shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) such Holder shall have furnished the Company, at the Holder’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a Member hereunder. A Member who has transferred its entire Interest “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with Section 9.2 the terms of the notice delivered by the Holder to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderCompany.

Restrictions on Transfers. (a) No Except as otherwise permitted by this Agreement, no Member may transfer shall Transfer, directly or indirectly, all or any portion of its Interest without the express written consent approval of the Majority-In-Interest of the MembersBoard acting by Unanimous Action (any such Transfer so consented to or otherwise permitted hereunder being referred to in this Agreement as a “Permitted Transfer”). Notwithstanding the foregoing, no Transfer to an Unsuitable Party or a Company Competitor shall be permitted; provided that for the avoidance of doubt a Sale to a Company Competitor in accordance with Section 8.10 shall be permitted. Except for a Permitted Ownership Change, any Member may transfer such Member’s economic interest direct or indirect change in such the ultimate beneficial ownership of a Member’s Interest shall be deemed a Transfer for purposes of this Agreement. Notwithstanding the foregoing, without the prior written consent of any party, the following shall be deemed Permitted Transfers: (but i) KGH may, directly or indirectly, Transfer its Interest in whole or in part so long as the Transferee is not any rights to vote, consent, approve, an Unsuitable Party or otherwise participate in the management of the Company, which rights shall remain vested in the transferor Member) to a transferee that is Company Competitor and following such Transfer Och-Ziff Real Estate Advisors LP or an Affiliate thereof retains (A) control over such Interest and (B) control over Investment Vehicles beneficially owning at least 51% of such Interest; and (ii) Clairvest may, directly or indirectly, Transfer its Interest in whole or in part so long as the transferring MemberTransferee is not an Unsuitable Party or Company Competitor and following such Transfer Clairvest Group Inc. or an Affiliate thereof retains (A) control over such Interest and (B) control over Investment Vehicles beneficially owning at least 51% of such Interest (the Permitted Transfers described in clauses (i) and (ii) being hereafter referred to as “Non-Control Transfers”). For purposes hereof, the term “KGH” shall be deemed to include any Transferee of KGH, the Member’s estate, or term “Clairvest” shall be deemed to one or more members include any Transferee of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions Clairvest and the income, gain and loss allocable term “Lakes” shall be deemed to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreementinclude any Transferee of Lakes. (b) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement Notwithstanding Section 8.1(a), the Members hereby agree to this Agreement, as determined by the Majority-In-Interest procedures set forth on Schedule 8.1 delivered to each of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right Members in connection with this Agreement with respect to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderregulatory conflicts.

Restrictions on Transfers. Except as hereinafter specifically provided, Borrower shall not, whether voluntarily or involuntarily, by operation of law or otherwise, (ai) No Member without obtaining the prior written consent of Agent (which consent may transfer be given, withheld or conditioned by Agent in Agent's sole discretion), transfer, sell, pledge, convey, hypothecate, factor or assign all or any portion of its Interest the Collateral, the Encumbered Intervals, the Common Elements relating to the Encumbered Intervals or any Resort facilities or amenities, or contract to do any of the foregoing, including, without limitation, pursuant to options to purchase, and so-called "installment sales contracts", "land contracts", or "contracts for deed", (ii) without obtaining the express prior written consent of the Majority-In-Interest Agent (which consent may be given, withheld or conditioned by Agent in Agent's sole discretion), lease or license all or any portion of the Members. Notwithstanding Collateral, the foregoingEncumbered Intervals, the Common Elements relating to the Encumbered Intervals or any Member Resort facilities or amenities, or change the legal or actual possession or use thereof, (iii) permit the assignment, transfer, delegation, change, modification or diminution of the duties or responsibilities of Borrower, of any manager of the Resort approved by Agent as manager of the Resort (except for an assignment of such duties to a professional management company or companies reasonably acceptable to Agent in advance) without obtaining the prior written consent of Agent (which consent shall not be unreasonably withheld), or (iv) without obtaining the prior written consent of Agent (which consent may transfer such Member’s economic be given, withheld or conditioned by Agent in Agent's sole discretion), cause or permit the assignment, pledge or other encumbrance of any of the Operating Contracts or all or any portion of Borrower's right, title or interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management Declaration. Without limiting the generality of the Companypreceding sentence, which rights and subject to the terms of this Agreement, the prior written consent of Agent (as specified above) shall remain vested in be required for (A) any transfer of the transferor Member) Encumbered Intervals, the Common Elements relating to the Encumbered Intervals or any Resort facilities or amenities or any part thereof made to a transferee that is an subsidiary or Affiliate or otherwise, (B) any transfer of all or any part of the transferring MemberEncumbered Intervals, the Common Elements relating to the Member’s estate, Encumbered Intervals or any Resort facilities or amenities by Borrower to one its stockholders or more members of the Member’s immediate family (spouse, ancestorsAffiliates or vice versa, and descendants(C) any corporate merger or consolidation, disposition or other reorganization, except as permitted in Section 7.1(c). In the event that Agent is willing to consent to a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitledprohibited by this Section 7.2(b) Agent may condition its consent on such terms as it desires, including, without limitation, an increase in the Interest Rate and the transferorrequirement that Borrower pay a transfer fee, each transfereetogether with any expenses incurred by Agent in connection with the granting of such consent (including, without limitation, attorneys' fees and expenses). If Borrower violates the economic interest so transferred shall remain subject terms of this Section 7.2(b), in addition to this Agreement. (b) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page any other rights or Joinder Agreement remedies which Agent may have herein, in any other Loan Document, or at law or in equity, Agent may by written notice to this AgreementBorrower increase, effective immediately as determined by the Majority-In-Interest of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powersviolation, rights, and privileges as a Member hereunderthe Interest Rate to the Default Rate.

Restrictions on Transfers. Except as otherwise provided in the Operative Documents, no Partner shall directly or indirectly, voluntarily, involuntarily or by operation of law, convey, exchange, assign, mortgage, encumber, hypothecate, pledge, sell or otherwise transfer (aeach a “Transfer”) No Member may transfer all or any portion of its Interest without interest in the express written Partnership or enter into any agreement to do so, except in accordance with the provisions of this Article XIII. Any attempted Transfer in violation of the terms of this Article XIII or any of the provisions of the Operative Documents shall be void and of no force or effect. As used herein, a “Transfer” shall be deemed to include a Transfer of any shares, voting rights or ownership interests which will result in a change in the identity of the Person or Persons exercising, or who may exercise, effective control of a Partner. No Partner may Transfer any portion of its interest in the Partnership unless: (a) the Owner Participant shall have consented to the Transfer, which consent may be withheld in the sole and absolute discretion of the Owner Participant; (b) the Partnership and the Owner Participant shall have received the Required Opinion from counsel selected by, or reasonably acceptable to, the Partnership and the Owner Participant and, in the case of a Transfer involving a Limited Partner’s interest, the General Partner shall have consented in writing to such Transfer, which consent may be withheld in the sole and absolute discretion of the General Partner; (c) such Transfer shall not result in the Partnership being treated as an association taxable as a corporation under the Code; (d) such Transfer would not result in the Cogeneration Facility ceasing to be a “qualifying cogeneration facility” under PURPA; (e) the Transfer of the Partnership Interest, when added to any previous Transfer by any other Partner within a twelve (12) month period, would not cause the Partnership to be considered to be terminated under Section 708(b) of the Code, unless such Transfer has received the unanimous consent of the Majority-In-Interest of the Members. Notwithstanding the foregoing, any Member may transfer Partners; and (f) such Member’s economic interest Transfer would not cause a Default (as defined in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management of the Company, which rights shall remain vested in the transferor Member) to a transferee that is an Affiliate of the transferring Member, Appendix A to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Participation Agreement). (b) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunder.

Restrictions on Transfers. (a) No Except as expressly permitted by Section 8.02, and subject to Section 8.01(b), Section 8.01(c), Section 8.01(d) and Section 8.01(e), any underwriter lock-up agreement applicable to such Member, any Employee Equity Letter and/or any other agreement between such Member may transfer and the Company, Pubco or any of their controlled Affiliates, without the prior written approval of the Managing Member, no Member shall directly or indirectly Transfer all or any portion part of its Interest without Units or any right or economic interest pertaining thereto, including the express written right to vote or consent of the Majority-In-Interest of the Members. Notwithstanding the foregoing, on any Member may transfer such Member’s matter or to receive or have any economic interest in distributions or advances from the Company pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Member of Units in violation of this Agreement (and a breach of this Agreement by such Member’s Interest ) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article VIII, (but i) the Exchange Agreement shall govern the exchange of Paired Interests for shares of Class A Common Stock or Class B Common Stock, and an exchange pursuant to and in accordance with the Exchange Agreement shall not any rights be considered a “Transfer” for purposes of this Agreement, (ii) the certificate of incorporation of Pubco shall govern the conversion of Class B Common Stock to voteClass A Common Stock and the conversion of Class D Common Stock to Class C Common Stock, consentand a conversion pursuant to and in accordance with the certificate of incorporation of Pubco shall not be considered a “Transfer” for purposes of this Agreement, approve, or otherwise participate (iii) a Transfer of Registrable Securities (as such term is defined in the management Registration Rights Agreement) in accordance with the Registration Rights Agreement shall not be considered a “Transfer” for the purposes of the Company, which rights Agreement and (iv) any other Transfer of shares of Class A Common Stock or Class B Common Stock shall remain vested in the transferor Member) to not be considered a transferee that is an Affiliate “Transfer” for purposes of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any transferee Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article VIII that: (i) the Transferor shall have provided to the Company prior notice of an such Transfer; (ii) the Transfer shall comply with all Applicable Laws; and (iii) with respect to any Transfer of any Common Unit that constitutes a portion of a Paired Interest, concurrently with such Transfer, such Transferor shall also Transfer to such Transferee the number of shares of Class C Common Stock or Class D Common Stock, as the case may be, constituting the remainder of such Paired Interest who is not already a (which, as of the date hereof, would be one share of Class C Common Stock or Class D Common Stock, as the case may be). (c) Notwithstanding any other provision of this Agreement to the contrary, no Member shall become directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto if such Transfer, in the reasonable discretion of the Managing Member, would cause the Company to be classified as a substituted Member only upon executing a signature page or Joinder Agreement “publicly traded partnership” as that term is defined in Section 7704 of the Code and Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article VIII, shall be subject to the provisions of Section 3.01 and Section 3.02. (e) For the avoidance of doubt, in addition to any restrictions on Transfer set forth in this Article VIII that may apply to such Transfer, (i) any Transfer of Units by any Member shall be subject to the restrictions on Transfer applicable thereto pursuant to any Employee Equity Letter to which such Member is a party and (ii) any Transfer of Employee Holdco Interests (as determined by defined below) shall be subject to the Majority-In-Interest of restrictions on Transfer applicable thereto pursuant to the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderapplicable Employee Holdco LLC Agreement.

Restrictions on Transfers. Subject to Section 5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent, and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant or the Shares (athe “Securities”) No Member may transfer must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of its Interest without the express written consent Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Majority-In-Interest Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant to the same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management manner and circumstances of the Companyproposed disposition, which rights shall remain vested in the transferor Member(B) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right confirmed to exercise any the satisfaction of the powersCompany in writing, rightssubstantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and privileges shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) such Holder shall have furnished the Company with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a Member hereunder. A Member who has transferred its entire Interest “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with Section 9.2 the terms of the notice delivered by the Holder to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderCompany.

Restrictions on Transfers. (a) No Member Unit may be transferred, sold, assigned or exchanged if the transfer or sale of such Unit, when added to the total of all other transfers or any portion sales of its Interest without Units within the express written consent period of twelve (12) consecutive months prior to the proposed date of sale or exchange, would, in the opinion of counsel for the Partnership, result in the termination of the Majority-In-Interest Partnership under Section 708 of the Members. Notwithstanding Code unless the foregoing, any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management of the Company, which rights shall remain vested in the transferor Member) to a transferee that is an Affiliate of Partnership and the transferring Member, to holder shall have received a ruling from the Member’s estate, IRS that the proposed sale or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any exchange will not cause such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreementtermination. (b) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page No transfer or Joinder Agreement to this Agreementassignment may be made if, as determined a result of such transfer, a Limited Partner (other than one transferring all of his Units) will own fewer than the minimum number of Units required to be purchased under Section 8.5(b) hereof, unless such transfer is made on behalf of a Retirement Plan, or such transfer is made by gift, inheritance, intra-family transfer, family dissolution or to an Affiliate. (c) No transfer or assignment of any Unit may be made if counsel for the Majority-In-Interest Partnership is of the Members. Upon opinion that such executiontransfer or assignment would be in violation of any state securities or “Blue Sky” laws (including investment suitability standards) applicable to the Partnership. (d) All Units originally issued pursuant to qualification under the California Corporate Securities Law of 1968 shall be subject to, and all documents of assignment and transfer evidencing such Units shall bear, the transferee following legend condition: (e) No transfer or assignment of an Interest any interest in the Partnership shall become a substituted Member. Unless and until a transferee is admitted as a substituted Memberbe made (i) in the case of Units subject to Section 17.3(d) hereof, at unless the discretion transferor shall have obtained, if necessary, the consent of the Majority-In-Interest California Commissioner of the MembersDepartment of Corporations to such transfer, (ii) unless the transferee shall have no right paid or, at the election of the General Partners, obligated himself to pay, all reasonable expenses connected with such transfer, substitution and admission, including, but not limited to, the cost of preparing an appropriate amendment to this Agreement to effectuate the transferee’s admission as a substituted Limited Partner pursuant to Section 17.4 hereof, or (iii) where the assignor and Assignee agree in connection therewith that the assignor shall exercise any residual powers remaining in him as a Limited Partner in favor of or in the interest or at the direction of the Assignee. (f) [Reserved.] (g) No Limited Partner may transfer or assign any Units or beneficial ownership interests therein (whether by sale, exchange, repurchase, redemption, pledge, hypothecation or liquidation), and any such purported transfer shall be void ab initio and shall not be recognized by the Partnership or be effective for any purpose unless (i) the General Partners determine, in their sole discretion, that the Partnership would be able to satisfy any of the powerssecondary market safe harbors contained in Treasury Regulations Section 1.7704-1 (or any other applicable safe harbor from publicly traded partnership status which may be adopted by the IRS) for the Partnership’s taxable year in which such transfer otherwise would be effective, rightsor (ii) the Partnership has received an opinion of counsel satisfactory to the General Partners or a favorable IRS ruling that any such transfer will not result in the Partnership’s being classified as a publicly traded partnership for federal income tax purposes. The Limited Partners agree to provide all information with respect to a proposed transfer that the General Partners deem necessary or desirable in order to make such determination, including but not limited to, information as to whether the transfer occurred on a secondary market (or the substantial equivalent thereof). (h) Any purported transfer or assignment not satisfying all of the foregoing conditions shall be void ab initio, and privileges no purported transfer or assignment shall be of any effect unless all of the foregoing conditions have been satisfied. (i) A Limited Partner requesting a Member hereundertransfer of Units shall be required, as a condition to effecting such transfer, to pay a reasonable transfer fee in an amount determined by the General Partners to be sufficient to cover the costs to the Partnership associated with such transfer. A Member who has transferred its entire Interest in accordance with Section 9.2 to fee of fifty dollars ($50) shall be deemed reasonable, but shall not preclude a transferee hereunder shall cease to be conclusion by the General Partners that a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderhigher fee is reasonable.

Restrictions on Transfers. (a) No Except as expressly permitted by Section 8.02 or Section 8.04, and subject to Section 8.01(b), Section 8.01(c), Section 8.01(d) and Section 8.01(e), any Vesting Letter, Equity Incentive Plan and/or any other agreement between such Member may transfer and the Company, PubCo or any of their respective Controlled Affiliates, without the consent of the board of directors of the Managing Member, no Member shall directly or indirectly Transfer all or any portion part of its Interest without Units or any right or economic interest pertaining thereto, including the express written right to vote or consent of the Majority-In-Interest of the Members. Notwithstanding the foregoing, on any Member may transfer such Member’s matter or to receive or have any economic interest in distributions or advances from the Company pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Member of Units in violation of this Agreement (and a breach of this Agreement by such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management of the Company, which rights ) and shall remain vested in the transferor Member) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, be null and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreementvoid ab initio. (b) Any transferee Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article VIII that: (i) the Transferor shall have provided to the Company prior notice of an Interest who such Transfer; (ii) the Transferee shall agree in writing to be bound by this Agreement by signing and delivering to the Company a joinder substantially in a form acceptable to the Company; (iii) the Transfer shall comply with all applicable Laws; (iv) to the knowledge of the Transferee and Transferor after reasonable inquiry of the Company, the Transfer shall not impose material liability or material reporting obligations on the Company or any Member thereof in any jurisdiction, whether domestic or foreign, or result in the Company or any Member thereof becoming subject to the jurisdiction of any Governmental Authority anywhere, other than the Governmental Authorities in which the Company is not already a then subject to such liability, reporting obligation or jurisdiction; and (v) such Transfer shall comply with Article IX (to the extent Article IX governs such Transfer of Units). (c) Notwithstanding any other provision of this Agreement to the contrary, but subject to Article IX, no Member shall become Transfer all or any part of its Units or any right or economic interest pertaining thereto if such Transfer, in the reasonable discretion of the Managing Member, would cause the Company to (i) be classified as a substituted Member only upon executing a signature page “publicly traded partnership” as that term is defined in Section 7704 of the Code and Regulations promulgated thereunder or Joinder Agreement (ii) fail to qualify for the safe harbor contained in Treasury Regulations Section 1.7704-1(h). (d) Any Transfer of Units pursuant to this Agreement, including this Article VIII, shall be subject to the provisions of Section 3.01 and Section 3.02. (e) For the avoidance of doubt, in addition to any restrictions on Transfer set forth in this Article VIII that may apply to such Transfer, (i) any Transfer of Units by any Member shall be subject to the restrictions on Transfer applicable thereto pursuant to any Vesting Letter to which such Member is a party or pursuant to an applicable Equity Incentive Plan and (ii) any Transfer of Management Holdco Interests (as determined by defined below) shall be subject to the Majority-In-Interest of restrictions on Transfer applicable thereto pursuant to the Members. Upon such execution, the transferee of Management Holdco LLC Agreement or pursuant to an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderapplicable Equity Incentive Plan.

Restrictions on Transfers. (a) No Until the consummation of a Qualified IPO, no Member may transfer Transfer, or permit or suffer to be Transferred, all or any portion part of its Interest without the express written consent of the Majority-In-Interest of the Members. Notwithstanding the foregoingUnits; provided, that (i) any Member may transfer Transfer Units if such Member’s economic interest Transfer is approved in writing by the Initial Members in their sole discretion, (ii) any Member may Transfer Units if such Member’s Interest Transfer is made by a Member to its Permitted Transferees (but not any rights to vote, consent, approve, or otherwise participate in the management case of a natural Person holding Echo Shares, solely for bona fide estate planning purposes), (iii) any Member may Transfer Units if such Transfer is made pursuant to equity adjustments set forth in Section 2.03, Section 6.03 or Section 8.06 of the CompanyContribution Agreement, which rights shall remain vested (iv) any Member may Transfer Units if such Transfer is in accordance with the provisions of Section 9.02 or Section 9.03, as applicable; provided further that in the transferor Member) to event a transferee that is an Affiliate ceases to be a Permitted Transferee of the transferring Membertransferor, the transferee shall promptly Transfer such Units back to the Member’s estate, Member or to one or more members another Permitted Transferee of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any transferee Following consummation of an Interest who is not already a Qualified IPO, no Member may Transfer, or permit or suffer to be Transferred, all or any part of its Units, except for the following Transfers: (i) Transfers approved in writing by each of the Initial Members in their sole discretion; (ii) Transfers by a Member shall become to its Permitted Transferees (in the case of a substituted Member only upon executing natural Person holding Echo Shares, solely for bona fide estate planning purposes); provided, that in the event a signature page or Joinder Agreement transferee ceases to this Agreement, as determined by the Majority-In-Interest be a Permitted Transferee of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Memberstransferor, the transferee shall have promptly Transfer such Units back to the Member or to another Permitted Transferee of the Member; (iii) Transfers made pursuant to equity adjustments set forth in Section 2.03, Section 6.03 and Section 8.06 of the Contribution Agreement; (iv) Transfers by the MCK Members (or their Permitted Transferees) during the MCK Exit Window (pursuant to a Qualified MCK Exit made in compliance with Section 10.05 or in compliance with the Registration Rights Agreement); (v) Transfers by the Echo Shareholders (or their Permitted Transferees) of shares of Echo common stock (“Echo Shares”) in a Qualified Echo Sale made in compliance with Section 10.03 and the Registration Rights Agreement during the First Echo Sale Window or the Second Echo Sale Window; (vi) Transfers by the MCK Members (or their Permitted Transferees) during the First Echo Sale Window or the Second Echo Sale Window pursuant to the exercise of Tag-Along Rights (as defined in, and subject to, the Registration Rights Agreement) or by the Echo Shareholders (or their Permitted Transferees) during the MCK Exit Window pursuant to the exercise of Tag-Along Rights or by MCK Members (or their Permitted Transferees) or Echo Shareholders (or their Permitted Transferees) pursuant to the exercise of registration rights under Section 2.2 of the Registration Rights Agreement; (vii) Transfers (including pursuant to Exchanges pursuant to Section 11.04(e) or pursuant to the exercise of registration rights pursuant to the Registration Rights Agreement or in any other manner) by the Echo Shareholders (or their Permitted Transferees) and the MCK Members (or their Permitted Transferees) following expiration or termination of (i) the lockup period required by the underwriters in connection with the consummation of a Qualified IPO consummated after the IPO Preference Period or (ii) the Post-Echo Sale Lockup relating to the Second Echo Sale Window (or, if there is no right underwriter lockup period in effect upon the expiration or termination of the Second Echo Sale Window, then upon the expiration or termination of the Second Echo Sale Window); (viii) Transfers by the Echo Shareholders (or their Permitted Transferees) of Echo Shares after a period of 90 days following the consummation of a Qualified MCK Exit pursuant to the exercise of registration rights pursuant to the Registration Rights Agreement or in any other manner; (ix) Transfers by any stockholder of Echo (other than the Sponsors (as defined in the Echo Shareholders Agreement) and any Other Investors (as defined in the Echo Shareholders Agreement) Affiliated with such Sponsors, MCK, the MCK Members or any of their respective Affiliates or Permitted Transferees) of Echo Shares at any time after a Qualified IPO; (x) Transfers by Echo to MCK or its Affiliates pursuant to Section 10.06(e). (c) Notwithstanding anything to the powerscontrary herein, rights(i) no Transfer shall be made except (1) in compliance with all applicable Laws, including the Securities Act, and privileges (2) if all necessary regulatory approvals and third-party approvals, including any required approvals under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, shall have been obtained in respect of such Transfer and (ii) neither the MCK Members nor their Permitted Transferees shall be permitted to Transfer Units pursuant to Exchanges if it would result in MCK being required to consolidate the Company or Echo under Financial Accounting Standards Board Codification Topic 810, Consolidation (or any comparable successor standard). (d) Notwithstanding anything to the contrary herein, no Transfers under this Agreement by Echo or the Echo Shareholders (with respect to any beneficial ownership in Echo) shall be permitted if (i) prior to the earlier to occur of the consummation of a Member hereunder. A Member Qualified MCK Exit and the expiration or termination of the MCK Exit Window, such Transfer would result in the Echo Shareholders (together with their Permitted Transferees who has transferred its entire Interest in accordance with are subject to Section 9.2 3.4(b)(ii) of the Echo Shareholders Agreement) holding, directly or indirectly, less than 50.1% of any class and/or series of voting securities of Echo on a fully diluted basis (taking into account all securities of Echo convertible, exchangeable into or exercisable for Echo Shares) or (ii) prior to the earlier to occur of the consummation of a transferee hereunder shall cease Qualified MCK Exit and the third (3rd) anniversary of the Closing, the Membership Percentage of Echo falls to be less than 17.5% (calculated on a Member fully-diluted basis taking into account any Units issuable upon (including pursuant to Section 3.03) the effective date conversion, exercise, exchange, settlement or vesting of such transfer Echo Shares or other Equity Securities of Echo and, without duplication, any Equity Securities of the Company, Echo or any of their Subsidiaries authorized for issuance under any Approved Plan (each of the thresholds under (i) and thereafter shall have no further powers(ii), rights, and privileges as a Member hereunderthe “Echo Minimum Ownership”).

Restrictions on Transfers. (a) No Member may transfer all or any portion Each Stockholder hereby agrees that, from and after the time of its Interest effectiveness of this Agreement with respect to SunEdison and Stockholders pursuant to Section 7.1 until the Termination Date, (i) without the express prior written consent of Parent and the Majority-In-Interest Company, such Stockholder shall not, directly or indirectly, Transfer, offer to Transfer, agree to Transfer or consent to a Transfer of any Covered Shares or any Beneficial Ownership interest or any other interest therein; provided, that in connection with (x) the confirmation of a plan of reorganization related to the SunEdison Bankruptcy Case, such consent shall not be unreasonably withheld, conditioned or delayed (it being understood that any proposed transferee shall agree to be bound by the terms of this Agreement and shall sign a joinder agreement in form satisfactory to Parent and the Company) and (y) the enforcement of any security interest referred to in Section 5.1(d)(iii)(B) (the “Existing Security”), no such consent shall be required if the proposed transferee shall (1) agree to be bound by the terms of this Agreement and sign a joinder agreement in form reasonably satisfactory to Parent and the Company or (2) agree in writing to an agreement on substantially similar terms to this Agreement, (ii) any Transfer (other than a foreclosure in respect of the Members. Notwithstanding the foregoingExisting Security) in violation of this provision shall be void and (iii) it will not enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Member may transfer such Member’s economic interest in such Member’s Interest (but not any Covered Shares or rights to vote, consent, approve, acquire any securities or otherwise participate in the management equity interests of the Company, which rights shall remain vested in the transferor Member) to a transferee that is an Affiliate of the transferring Member, other than this Agreement. Notwithstanding anything to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferorcontrary in this Agreement, each transfereeStockholder shall be permitted to Transfer, directly or indirectly, its Covered Shares and the economic any Beneficial Interest or any other interest so transferred shall remain subject to this Agreementtherein in connection with a SunEdison Standalone Superior Proposal. (b) Any transferee Each of SunEdison and each Stockholder hereby agrees that it will not attempt to consummate an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this exchange under the Exchange Agreement, dated as determined of July 23, 2014, by and among the Majority-In-Interest of Company, TERP LLC, SunEdison and the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right other Persons from time to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest time party thereto in accordance with Section 9.2 to a transferee hereunder 2.1 thereof, other than the Exchange. On the Closing Date, each of SunEdison and each Stockholder shall cease to be a Member upon effect the effective date Exchange and, in the case of such transfer and thereafter SunEdison, shall have no further powers, rightstransfer, and privileges as a Member hereundershall cause its Affiliates to transfer, all of the outstanding incentive distribution rights under the IDR Transfer Agreement.

Restrictions on Transfers. Notwithstanding any other provision of this Agreement: (a) No Member no Transfer may transfer be made pursuant to this Section 3 unless (i) the transferee has agreed in writing to be bound by the terms and conditions of this Agreement pursuant to a Deed of Adherence substantially in the form attached hereto as Exhibit A, (ii) the transferee is not a Company Competitor, (iii) the Transfer complies in all respects with the other applicable provisions of this Agreement, and (iv) the Transfer complies in all respects with applicable securities laws; and (b) each of the following shall require the prior written consent of Baidu, which consent may be given or withheld in the sole discretion of Baidu: (i) any Transfer of Ordinary Shares or other Equity Securities of the Company to a Baidu Restricted Person, and (ii) any Trade Sale to or involving any Baidu Restricted Person, or any portion merger, amalgamation, consolidation, division, scheme of its Interest without arrangement or any other type of corporate restructuring involving any Group Company and any Baidu Restricted Person; (c) each of the express following shall require the prior written consent of Baidu and the Majority Series A Preferred Shareholders, which consent may be given or withheld in the sole discretion of Baidu and the Majority Series A Preferred Shareholders: any Transfer of Ordinary Shares or other Equity Securities of the Company issued pursuant to the ESOP or any other Incentive Plan or the bonus share arrangements set forth in Section 7.13, unless such Transfer is permitted by Section 3.3 and the terms of the ESOP or applicable Incentive Plan and the award agreement (or a similar agreement) thereunder; and (d) the following shall require the prior written consent of the Majority-In-Interest of the Members. Notwithstanding the foregoingMajority Series A Preferred Shareholders, any Member which consent may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, be given or otherwise participate withheld in the management of the Company, which rights shall remain vested in the transferor Member) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the sole discretion of the Majority-In-Interest Majority Series A Preferred Shareholder: any Transfer of Ordinary Shares or other Equity Securities of the Members, the transferee shall have no right to exercise Company held by Baidu or any of its Permitted Transferees if such Transfer would reduce the powerstotal number of Shares beneficially owned by Baidu and its Affiliates to less than 71,125,129 Shares, rightsrepresenting 30% of the total number of Shares on an as-converted, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderfully diluted basis immediately after Closing.

Restrictions on Transfers. (a) No Prior to consummation of a Qualified IPO or Company Sale, no Member may transfer shall Transfer, or permit or suffer to be Transferred, all or any portion part of its Interest without the express written consent of the Majority-In-Interest of the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest Equity Securities in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management of the Company, which rights shall remain vested in the transferor Member) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to except for one or more members of the Member’s immediate family following Transfers: (spousei) Transfers approved by the Board if the Board contains an equal number of AT&T Managers and Investor Managers or approved by each of the Initial Members if the Board contains an unequal number of AT&T Managers and Investor Managers; (ii) Transfers made in accordance with Section 8.2 and, ancestorsif applicable to such Transfer, and descendantsSection 8.3, Section 8.4 or Section 8.5; or (iii) or Transfers made by a trust for their benefit, for estate planning purposesMember to its Permitted Transferees; provided, howeverthat nothing set forth herein shall prohibit any Transfers (on a secondary basis) by any limited partners of any Investor Fund or any Investor Affiliated Fund not formed solely for the purpose of holding, that any such transfer shall give the transferee only the right to receive distributions and the incomedirectly or indirectly, gain and loss allocable to such Investor Member’s Interest to which such Member would otherwise be entitledEquity Interests in the Company; provided, and the transferorfurther, each transfereethat, and the economic interest so transferred shall remain subject to this AgreementSection 8.8(f), within six months following the date hereof, Investor Member shall be entitled to Transfer Equity Securities of Investor Member or an Investor Affiliated Fund (or an intermediate or ultimate holding company thereof) to Persons who are not Permitted Transferees of Investor Member indirectly representing an aggregate number of Senior Preferred Units not to exceed 50% of the number of Senior Preferred Units held by Investor Member as of the date hereof and an aggregate number of Common Units not to exceed 50% of the number of Common Units held by Investor Member as of the date hereof. (b) Any transferee Notwithstanding anything to the contrary set forth herein, no Transfer shall be made except in compliance with all applicable Law, and all necessary regulatory approvals from any Governmental Entity under a Specified Regulatory Regime or any other material regulatory approvals shall have been obtained in respect of an Interest who is not already such Transfer. (c) Notwithstanding anything to the contrary set forth herein, no Transfer shall be made that would cause, or would reasonably be expected to cause (i) the Company to be classified as a Member shall become “publicly traded partnership” within the meaning of Section 7704(b) of the Code for U.S. federal income tax purposes (or otherwise cause the Company to be treated or classified as a substituted Member only upon executing a signature page or Joinder Agreement to this Agreementcorporation for U.S. federal income tax purposes), as determined by the Majority-In-Interest Partnership Representative in its reasonable discretion, or (ii) the Company and its Subsidiaries to be consolidated under Financial Accounting Standards Board Codification Topic 810, Consolidation (or any comparable successor standard) into the financial statements of AT&T Inc. and its Subsidiaries, as determined by AT&T Member in its reasonable discretion. (d) Notwithstanding anything to the contrary set forth herein, prior to the consummation of a Qualified IPO or Company Sale, unless the other Initial Member provides prior written consent (which may be withheld for any reason or no reason at all), no Initial Member shall Transfer any Equity Securities in the Company or its Subsidiaries to any Company Competitor Transferee; provided, that for the avoidance of doubt, prior to a Qualified IPO or Company Sale an Initial Member may enter into an agreement to Transfer Equity Securities in the Company or its Subsidiaries to a Company Competitor Transferee if such transaction would constitute a Company Sale for all of the Members. Upon Equity Securities of the Company. (e) Notwithstanding anything to the contrary set forth herein, in connection with any Transfer initiated by Investor Member (including any Drag-Along Sale pursuant to Section 8.4), neither AT&T Member nor any of its Affiliates will be required to (i) accept any conditions or restrictions that, in the aggregate, are materially adverse to AT&T Member’s Equity Securities in the Company or any successor entity thereof, (ii) with respect to AT&T Member’s and its Affiliates’ relationship with the Company or any successor entity thereof, accept any conditions or restrictions that are non-ministerial or that alters the benefits to AT&T Member and any Subsidiaries of AT&T Inc. of such execution, relationship with the transferee Company to an extent that is more than de minimis individually or in the aggregate (with de minimis measured in the context of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion interest of the Majority-In-Interest size of AT&T Member’s Equity Securities in the Company or any successor entity thereof), (iii) otherwise accept any conditions or restrictions that are adverse to AT&T Member and any Subsidiaries of AT&T Inc., or (iv) accept any order to divest or otherwise dispose of any of AT&T Member’s interests to be received in such Transfer, in the case of each of the Membersforegoing clauses (i) through (iv), imposed by any Governmental Entity under a Specified Regulatory Regime (and not, for the transferee shall have no right avoidance of doubt, imposed pursuant to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest contractual provisions applicable to such Drag-Along Sale in accordance with Section 9.2 to a transferee hereunder shall cease to be a this Agreement) in connection with such Transfer (“AT&T Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderProhibited Conditions”).

Restrictions on Transfers. Subject to Section 5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (awhich shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant or the Shares (the “Securities”) No Member may transfer must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of its Interest without the express written consent Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Majority-In-Interest Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant to the same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management manner and circumstances of the Companyproposed disposition, which rights shall remain vested in the transferor Member(B) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right confirmed to exercise any the satisfaction of the powersCompany in writing, rightssubstantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and privileges shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) such Holder shall have furnished the Company, at the Holder’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a Member hereunder. A Member who has transferred its entire Interest “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with Section 9.2 the terms of the notice delivered by the Holder to a transferee hereunder shall cease the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderRule 144 except in unusual circumstances.

Restrictions on Transfers. Subject to Section 5(b) below, this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (awhich shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant or the Shares or the shares of common stock issuable upon conversion of the Shares (the “Securities”) No Member may transfer must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of its Interest without the express written consent Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Majority-In-Interest Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant to the same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management manner and circumstances of the Companyproposed disposition, which rights shall remain vested in the transferor Member(B) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right confirmed to exercise any the satisfaction of the powersCompany in writing, rightssubstantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and privileges shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a Member hereunder. A Member who has transferred its entire Interest “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with Section 9.2 the terms of the notice delivered by the Holder to a transferee hereunder shall cease the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderRule 144 except in unusual circumstances.

Restrictions on Transfers. Subject to Section 5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (awhich shall not be unreasonably withheld or delayed), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant or the Shares (the “Securities”) No Member may transfer must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of its Interest without the express written consent Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Majority-In-Interest Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant to the same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management manner and circumstances of the Companyproposed disposition, which rights shall remain vested in the transferor Member(B) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right confirmed to exercise any the satisfaction of the powersCompany in writing, rightssubstantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale in violation of the Securities Act or applicable state securities laws, and privileges shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) such Holder shall have furnished the Company, at the Holder’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a Member hereunder. A Member who has transferred its entire Interest “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with Section 9.2 the terms of the notice delivered by the Holder to a transferee hereunder shall cease the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderRule 144 except in unusual circumstances.

Restrictions on Transfers. Except as hereinafter specifically provided, Borrower shall not, whether voluntarily or involuntarily, by operation of law or otherwise, (ai) No Member without obtaining the prior written consent of Agent (which consent may transfer be given, withheld or conditioned by Agent in Agent’s sole discretion), transfer, sell, pledge, convey, hypothecate, factor or assign all or any portion of its Interest the Collateral, the Encumbered Intervals, the Common Elements relating to the Encumbered Intervals or any Resort facilities or amenities, or contract to do any of the foregoing, including, without limitation, pursuant to options to purchase, and so-called installment sales contracts, land contracts, or contracts for deed, provided that the express foregoing restriction on transfers shall not apply to the conveyance of SPV Assets to the SPV in accordance with the Silverleaf Finance II Documents, (ii) without obtaining the prior written consent of the Majority-In-Interest Agent (which consent may be given, withheld or conditioned by Agent in Agent’s sole discretion), lease or license all or any portion of the Members. Notwithstanding Collateral, the foregoingEncumbered Intervals, the Common Elements relating to the Encumbered Intervals or any Member Resort facilities or amenities (except for the license created in favor of SPV under any license agreement with Borrower, Silverleaf Club or any timeshare owners association, to use or access the reservation system or related computer hardware or software for any Resort), or change the legal or actual possession or use thereof, (iii) permit the assignment, transfer, delegation, change, modification or diminution of the duties or responsibilities of Borrower, of any manager of the Resorts approved by Agent as manager of the Resorts (except for an assignment of such duties to a professional management company or companies reasonably acceptable to Agent in advance) without obtaining the prior written consent of Agent (which consent shall not be unreasonably withheld), or (iv) without obtaining the prior written consent of Agent (which consent may transfer such Memberbe given, withheld or conditioned by Agent in Agent’s economic sole discretion), cause or permit the assignment, pledge or other encumbrance of any of the Operating Contracts or all or any portion of Borrower’s right, title or interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management Declaration. Without limiting the generality of the Companypreceding sentence, which rights and subject to the terms of this Agreement, the prior written consent of Agent (as specified above) shall remain vested in be required for (A) any transfer of the transferor Member) Encumbered Intervals, the Common Elements relating to the Encumbered Intervals or any Resort facilities or amenities or any part thereof made to a transferee that is an subsidiary or Affiliate or otherwise, (B) any transfer of all or any part of the transferring MemberEncumbered Intervals, the Common Elements relating to the Member’s estate, Encumbered Intervals or any Resort facilities or amenities by Borrower to one its stockholders or more members of the Member’s immediate family (spouse, ancestorsAffiliates or vice versa, and descendants(C) any corporate merger or consolidation, disposition or other reorganization, except as permitted in Section 7.1(c). In the event that Agent is willing to consent to a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitledprohibited by this Section 7.2(b) Agent may condition its consent on such terms as it desires, including, without limitation, an increase in the Interest Rate and the transferorrequirement that Borrower pay a transfer fee, each transfereetogether with any expenses incurred by Agent in connection with the granting of such consent (including, without limitation, attorneys’ fees and expenses). If Borrower violates the economic interest so transferred shall remain subject terms of this Section 7.2(b), in addition to this Agreement. (b) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page any other rights or Joinder Agreement remedies which Agent may have herein, in any other Loan Document, or at law or in equity, Agent may by written notice to this AgreementBorrower increase, effective immediately as determined by the Majority-In-Interest of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powersviolation, rights, and privileges as a Member hereunderthe Interest Rate to the Default Rate.

Restrictions on Transfers. Subject to Section 5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (awhich shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant or the Shares(the “Securities”) No Member may transfer must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of its Interest without the express written consent Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Majority-In-Interest Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant to the same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management manner and circumstances of the Companyproposed disposition, which rights shall remain vested in the transferor Member(B) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right confirmed to exercise any the satisfaction of the powersCompany in writing, rightssubstantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and privileges shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) such Holder shall have furnished the Company, at the Holder’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a Member hereunder. A Member who has transferred its entire Interest “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with Section 9.2 the terms of the notice delivered by the Holder to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderCompany.