Common use of Restrictions on Transfers Clause in Contracts

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 (which 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”) 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 the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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 manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, in substantially the form of Exhibit A-1 hereto, that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and 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 such Securities under the Securities Act, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by such Holder to the Company. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstances.

Restrictions on Transfers. Subject to Section 5(b) Other than Permitted Transfers (defined below), this Warrant may not be transferred or assigned, assigned in whole or in part, part without the Company’s prior written consent (which 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 common stock issuable upon conversion of the Shares (the “Securities”) 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 the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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 manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in substantially the form of Exhibit A-1 heretoA-1, that the Securities are being acquired (1i) solely for the transferee’s own account and not as a nominee for any other party, (2ii) for investment and (3iii) not with a view toward distribution or resale, and 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 (i) an opinion of counsel, reasonably satisfactory to the Company Company, to the effect that such disposition will not require registration of such Securities under the Securities ActAct or (ii) a “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 the terms of the notice delivered by such the Holder to the Company. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act 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 (which 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 (collectively the “Securities”) 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 the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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 manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in substantially the form of Exhibit A-1 heretoA-1, that the Securities are being acquired (1i) solely for the transferee’s own account and not as a nominee for any other party, (2ii) for investment and (3iii) not with a view toward distribution or resale, and 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 (i) an opinion of counsel, reasonably satisfactory to the Company Company, to the effect that such disposition will not require registration of such Securities under the Securities ActAct or (ii) a “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 the terms of the notice delivered by such the Holder to the Company. The Company agrees ; provided, that it will the requirements of Section 6(a)(ii)(C) shall not require an opinion apply in the case of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstancespermitted transfers under Section 6(b).

Restrictions on Transfers. Subject to Section 5(b) below, Neither this Warrant nor any of Xxxxxx’s rights hereunder may not be transferred or assigned, whether in whole or in part, without the Company’s prior written consent (which shall not consent may be unreasonably withheldwithheld in the Company’s sole and absolute discretion), 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 Warrant, the Units or any securities into which the Shares or the shares of Common Stock issuable upon conversion of the Shares Units shall have converted (collectively, the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder Xxxxxx agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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 HolderXxxxxx’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in substantially the form of Exhibit A-1 heretoA-1, that the Securities are being acquired (1i) solely for the transferee’s own account and not as a nominee for any other party, (2ii) for investment and (3iii) not with a view toward distribution or resale, and 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 CompanyCompany with (i) an opinion of counsel, at the Holder’s expense, with evidence reasonably satisfactory to the Company Company, to the effect that such disposition will not require registration of such Securities under the Securities ActAct or (ii) a “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 the terms of the notice delivered by such Holder to the Company. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstances.

Restrictions on Transfers. Subject to (a) Except as provided in Section 5(b) below, this Warrant may not be transferred or assigned, in whole or in part, without the Company’s prior written consent (which shall not be unreasonably withheld4.5(c), and any attempt by notwithstanding the Holder to transfer or assign any rightsother provisions of this Article IV, duties or obligations that arise under this Warrant without such permission shall be void. Any a transfer of this Warrant any Shares may be made only to the extent that such transfer would (i) not 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, (ii) not terminate the existence or qualification of the Company under the laws of the jurisdiction of its formation or (iii) not conflict with the restrictions set forth in Article VIII. (b) The Company may impose restrictions on the transfer of Shares if it receives an Opinion of Counsel that (i) such restrictions are necessary or advisable to preserve the shares of Common Stock issuable upon conversion uniformity of the Shares (or any class or series thereof) and (ii) that such restrictions would not prevent the “Securities”) Company from qualifying as a REIT (so long as the Company has determined to qualify as a REIT). The Board of Directors may, without the consent or approval of any Members, impose such restrictions or otherwise to the extent the Board of Directors determines that it is necessary or desirable to do so; provided, however, that any amendment that would result in the delisting or suspension of trading of any class of Shares on the principal National Securities Exchange on which such class of Shares is then listed or admitted for trading must be in compliance with all applicable federal and state securities laws. The Holder agrees not approved, prior to make any salesuch amendment being effected, assignment, transfer, pledge or other disposition by the holders of all or any portion at least a majority of the SecuritiesOutstanding Shares of such class, or and that the Board of Directors determines that any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of such restrictions would not prevent the Company from qualifying as a REIT (so long as the Company has determined to take and hold qualify as a REIT). (c) Nothing contained in this Article IV or 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 Securities subject toShares are listed or admitted for trading. (d) In the event that any Share is evidenced in certificated form, and to be bound by, each such Certificate shall bear a conspicuous legend including the terms and conditions restrictions 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 manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, in substantially the form of Exhibit A-1 hereto, that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and 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 such Securities under the Securities Act, whereupon such Holder shall be entitled to transfer such Securities Section 4.5 in accordance with the terms requirements of the notice delivered by such Holder Delaware Act, substantially in the form set forth in Section 8.1(i). (e) Notwithstanding anything to the Companycontrary in this Agreement, other than transfers to any Permitted Transferee(s) or the Initial Member, to the extent that the Class B Common Share is entitled to the majority voting power pursuant to Section 5.2(a), the Class B Common Share may be transferred only if and to the extent that such transfer is approved by Special Approval, such approval not to be unreasonably withheld; provided, that when determining whether to grant such Special Approval, the Conflicts Committee shall take into account the interests of the Company and the holders of the Class A Common Shares ahead of the interests of the holder of the Class B Common Share. The Company agrees For the avoidance of doubt, the transfer of an interest in a publicly-traded Person that it will holds the Class B Common Share shall not require an opinion of counsel for constitute a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstancesfor purposes hereof.

Restrictions on Transfers. Subject to Section 5(b(a) below, this Warrant may not No Partnership Interest shall be transferred or assignedtransferred, in whole or in part, without the Company’s prior written consent (which 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”) must be except in compliance accordance 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 the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant to Section 4.7 of this Agreement. (b) Except as provided in Section 4.7(d), notwithstanding the same extent as other provisions of this Article IV, no transfer of any Partnership Interests shall be made if the transferee were the original Holder hereunder, and such transfer would (i) there is violate the then in effect a registration statement under applicable federal or state securities laws or rules and regulations of the Securities Act covering Commission, any state securities commission or any other Governmental Authority with jurisdiction over such proposed disposition and such disposition is made in accordance with such registration statement, or transfer or (ii) terminate the existence or qualification of the Partnership under the laws of the jurisdiction of its formation. The Partnership may issue stop transfer instructions to any Transfer Agent in order to implement any restriction on transfer contemplated by this Agreement. (c) Nothing contained 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. (d) Each certificate or book entry evidencing Partnership Interests shall bear a conspicuous legend in substantially the following form: THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF TALLGRASS ENERGY, LP THAT THIS SECURITY MAY NOT BE TRANSFERRED IF SUCH TRANSFER (AS DEFINED IN THE PARTNERSHIP AGREEMENT) WOULD (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 manner and circumstances of the proposed dispositionVIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) the transferee shall have confirmed to the satisfaction of the Company in writingTERMINATE THE EXISTENCE OR QUALIFICATION OF TALLGRASS ENERGY, in substantially the form of Exhibit A-1 hereto, that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and 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 such Securities under the Securities Act, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by such Holder to the CompanyLP UNDER THE LAWS OF THE STATE OF DELAWARE. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstancesTHIS SECURITY MAY BE SUBJECT TO ADDITIONAL RESTRICTIONS ON ITS TRANSFER PROVIDED IN THE PARTNERSHIP AGREEMENT. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE RECORD HOLDER OF THIS SECURITY TO THE SECRETARY OF THE GENERAL PARTNER AT THE PRINCIPAL OFFICE OF THE PARTNERSHIP. THE RESTRICTIONS SET FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS LISTED OR ADMITTED TO TRADING.

Restrictions on Transfers. Subject to Section 5(bIt understands and agrees as follows: (a) below, this Warrant may not be transferred or assigned, in whole or in part, without the Company’s prior written consent (which 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 certificates evidencing the Shares or (and the shares of Common Stock issuable upon conversion of the Shares (the “Securities”) must be Preferred Shares), and each certificate issued 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 transfer of the Securitiesforegoing, will bear the following legend (or substantially similar legend): "THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT SUCH REGISTRATION OR THE DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH DISPOSITION WILL NOT REQUIRE REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFICATION UNDER ANY STATE SECURITIES LAWS." (b) It will not offer, sell, transfer of otherwise dispose of any beneficial interest thereinof the Shares or, if applicable, any Common Stock issuable upon conversion of the Preferred Shares, unless and until the transferee thereof has agreed in writing for the benefit of the 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 an effective registration statement under the Securities Act covering covers the disposition of such proposed disposition and such disposition is made in accordance with such registration statement, or securities or (ii) (A) such Holder shall have given prior written notice it has delivered to the Company an opinion of such Holder’s intention counsel, reasonably satisfactory to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, in substantially the form of Exhibit A-1 hereto, that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and 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 offer, sale, transfer or other disposition will not require registration of such securities under the Securities Act or qualification under any state securities laws. Upon request of a holder of Shares (or Common Stock issued upon conversion of Preferred Shares), the Company shall remove any such legend from each certificate evidencing such Shares (or such Common Stock), or shall issue to such holder a new certificate or certificates for such Shares (or such Common Stock), which certificate or certificates shall be free of such transfer legend, provided that with such request, the Company shall have received an opinion of counsel, which opinion is reasonably satisfactory to the Company, to the effect that such legend is no longer necessary or required (including, without limitation, because of the availability of the exemption afforded by Rule 144 promulgated under the Securities Act, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by such Holder to the Company. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstances).

Restrictions on Transfers. Subject to Section 5(b) below, this This Warrant may not be transferred or assigned, assigned in whole or in part, part without the Company’s prior written consent (which shall not be unreasonably withheld)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 or the shares of Common Stock issuable upon conversion of the Warrant Shares (the “Securities”) 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 the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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 HolderXxxxxx’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in substantially the form of Exhibit A-1 heretoA-1, that the Securities are being acquired (1i) solely for the transferee’s own account and not as a nominee for any other party, (2ii) for investment and (3iii) not with a view toward distribution or resale, and 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 (i) an opinion of counsel, reasonably satisfactory to the Company Company, to the effect that such disposition will not require registration of such Securities under the Securities ActAct or (ii) a “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 the terms of the notice delivered by such the Holder to the Company. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstances.

Restrictions on Transfers. Subject to Section 5(b(a) below, this Warrant No shares of any class or series of the capital stock of the Corporation may not be transferred to a Non-U.S. Citizen or assignedto a holder of record that will hold such shares for or on behalf of a Non-U.S. Citizen if, upon completion of such transfer, the number of shares of such class or series beneficially owned by Non-U.S. Citizens in whole the aggregate would exceed the Permitted Percentage for such class or in part, without the Company’s prior written consent (which 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 voidseries. Any transfer or purported transfer of this Warrant or the Shares or the beneficial ownership of any shares of Common Stock issuable upon conversion any class or series of capital stock of the Shares Corporation, the effect of which would be to cause Non-U.S. Citizens in the aggregate to beneficially own shares of any class or series of capital stock of the Corporation in excess of the Permitted Percentage for such class or series, shall, to the fullest extent permitted by law, be void ab initio and ineffective, and, to the extent that the Corporation or its transfer agent (the “Securities”if any) must knows that such transfer or purported transfer would, if completed, 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 violation of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company restrictions on transfers to take and hold such Securities subject to, and to be bound by, the terms and conditions Non-U.S. Citizens set forth in this Warrant Article EIGHTH, neither the Corporation nor its transfer agent (if any) shall register such transfer or purported transfer on the stock transfer records of the Corporation and neither the Corporation nor its transfer agent (if any) shall recognize the transferee or purported transferee thereof as a stockholder of the Corporation with respect to such shares for any purpose whatsoever (including for purposes of voting, dividends and other distributions) except to the same extent as necessary to effect any remedy available to the Corporation under this Article EIGHTH. In no event shall any such registration or recognition make such transfer or purported transfer effective unless the Board of Directors shall have expressly and specifically authorized the same. (b) In connection with any proposed or purported transfer of shares of any class or series of the capital stock of the Corporation, any transferee or proposed or purported transferee of shares may be required by the Corporation or its transfer agent (if the transferee were the original Holder hereunder, and any) to deliver (i) there a certification by such transferee or proposed or purported transferee (which may include as part thereof an affidavit) upon which the Corporation and its transfer agent (if any) shall be entitled (but not obligated) to rely conclusively, stating whether such transferee or proposed or purported transferee is then in effect a registration statement under the Securities Act covering such proposed disposition U.S. Citizen, and such disposition is made in accordance with such registration statement, or (ii) such other documentation and information concerning the citizenship of such transferee or proposed or purported transferee (Aas applicable) under Article EIGHTH, Section 8 as the Corporation may request in its sole discretion. Registration and recognition of any transfer of shares may be denied by the Corporation upon refusal or failure to furnish any of the foregoing Citizenship Statements. Each proposed or purported transferor of such Holder shares shall have given prior written notice reasonably cooperate with any requests from the Corporation to facilitate the transmission of requests for such Citizenship Statements to the Company of proposed or purported transferee and such Holderproposed or purported transferee’s intention to make such disposition and shall have furnished the Company with a detailed description responses thereto. (c) Notwithstanding any of the manner and circumstances provisions of this Article EIGHTH, the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, in substantially the form of Exhibit A-1 hereto, that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and 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 such Securities under the Securities Act, whereupon such Holder Corporation shall be entitled (but not obligated) to rely, without limitation, on the stock transfer such Securities in accordance with the terms and other stockholder records of the notice delivered by such Holder Corporation (and its transfer agent, if any) for the purposes of preparing lists of stockholders entitled to vote at meetings, determining the Company. The Company agrees that it will not require an opinion validity and authority of counsel for a transfer pursuant to Rule 144 proxies, and otherwise conducting votes of the Securities Act except in unusual circumstancesstockholders.

Restrictions on Transfers. Subject (a) Until the earlier of (i) May 24, 2016 and (ii) the second (2nd) anniversary of the consummation of a Qualified Offering, except as provided in this Article VI (including Section 6.01(b) and Section 6.02) or with Disinterested Director Approval, no Legacy Stockholder shall Transfer all or any part of its Shares or any right pertaining thereto, including the right to Section 5(bvote or consent on any matter or to receive distributions or advances from the Company pursuant thereto. Any such Transfer, either directly or indirectly, or issuance of Equity Securities by a Legacy Stockholder or its Upper-Tier Investors, with the purpose or effect of circumventing (as determined in good faith by the Board) belowthe foregoing restriction, this Warrant may not be transferred or assigned, in whole or in part, without the Company’s prior written consent (which 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”) must be in compliance with the provisions of this Agreement, and shall be deemed a Transfer by such Legacy Stockholder of Shares in violation of this Agreement (and a breach of this Agreement by such Legacy Stockholder) and shall be null and void ab initio. The restrictions on Transfer set forth in this Section 6.01 shall in any event expire upon a Change of Control. (b) The following Transfers of Class A Shares shall not be subject to the restrictions set forth in Section 6.01(a): (i) any Permitted Transfer, (ii) any Transfer of Shares in connection with a Drag-Along Sale, (iii) any Transfer of Class A Shares in connection with the valid exercise of Tag-Along Rights under Section 6.03, (iv) any Transfer of Class A Shares pursuant to a public offering in accordance with the Transferring Legacy Class A Stockholder’s exercise of registration rights pursuant to the Registration Rights Agreement, and (v) following the consummation of a Qualified Offering, but prior to the second (2nd) anniversary thereof and, in the case of any Transfer described in this clause (v), subject to the approval of the Board and after the application of the Company’s internal conflict of interest policies that are in effect at such time, any Transfer of Registrable Securities, as applicable, (1) pursuant to Rule 144 or pursuant to a block sale to a financial institution in the ordinary course of such Legacy Class A Stockholder’s or its Upper-Tier Co-Investor’s trading business, or (2) to such Legacy Class A Stockholder’s or its Upper-Tier Co-Investors’ investors or to charitable organizations. Notwithstanding the foregoing, if a Legacy Class A Stockholder desires to effect a Transfer of Shares pursuant to clause (v) of the immediately preceding sentence, then prior to requesting Board approval of such Transfer, such requesting Legacy Class A Stockholder shall provide reasonable advance written notice to each of the other Legacy Class A Stockholders setting forth the number of Securities to be Transferred and if known, the price or the estimated price at which each such Security will be Transferred. (c) Notwithstanding anything to the contrary set forth in this Section 6.01 (including, for the avoidance of doubt, the last sentence of Section 6.01(a)), but subject to the provisions of Section 6.02: (i) until the earlier of (A) May 24, 2016 and (B) the second (2nd) anniversary of the consummation of a Qualified Offering, neither EMI nor its Upper-Tier Management Investors shall Transfer all or any part of its Class A Shares or EMI Units (as applicable) or any right pertaining thereto without the prior approval of the Board at any time, except as otherwise provided in clauses (i), (ii), (iii) and (iv) of Section 6.01(b); and (ii) except for a Transfer of Class B Shares in connection with a Drag-Along Sale or pursuant to a Permitted Transfer, a Threshold Capital Transaction, a Class B Exchange, a dissolution of EEH in accordance with the EEH Agreement or a repurchase pursuant to Section 6.07, no Legacy Class B Stockholder nor its Upper-Tier Management Investors (as applicable) shall Transfer all or any part of its Class B Shares or EEH Units (as applicable) or any right pertaining thereto without the prior approval of the Board at any time. (d) It shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article VI 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 the proposed date of such Transfer; (ii) the Transferee, in the case of a Transfer of Shares, shall agree in writing to be bound by this Agreement and shall have executed and delivered an Addendum Agreement and an addendum agreement to the Registration Rights Agreement in the form attached thereto; (iii) the Transfer shall comply with all applicable federal and federal, state or foreign laws, including securities laws. The Holder agrees ; (iv) the Transfer will not subject the Company to make the registration or reporting requirements of the Investment Company Act of 1940, as amended; (v) the Transfer shall not impose any salematerial liability or reporting obligation on the Company or any Legacy Stockholder (other than the Transferor or the Transferee) in any jurisdiction, assignmentwhether domestic or foreign, transferor result in the Company any Legacy Stockholder (other than the Transferor or Transferee) becoming subject to the jurisdiction of any court or governmental entity anywhere, pledge other than the states, courts and governmental entities in which the Company or other disposition of such Legacy Stockholder is then subject to such material liability, reporting obligation or jurisdiction; (vi) the Transfer shall not cause all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit assets of the Company to take constitute “plan assets” under United States Employee Retirement Income Security Act of 1974, as amended, or the Code; and (vii) upon the request of the Board, any Legacy Stockholder undertaking a Transfer of such Shares pursuant to this Article VI shall have delivered an opinion of counsel, in form and hold substance reasonably satisfactory to the Board that such Securities subject to, and to be bound by, Transfer complies with the terms and conditions set forth in this Warrant Section 6.01(d)(i) through (vi). The Board may also request officer certificates and representations and warranties from the Transferee and Transferor as to the same extent matters set forth in this Section 6.01(d) and such other factual matters relating to the Transfer as if the transferee were Board may reasonably request. (e) Notwithstanding anything to the original Holder hereundercontrary contained in this Agreement, and upon the consummation of any Transfer permitted pursuant to this Article VI of (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 EMI Corresponding Class A Shares attributable to any EMI Member or (ii) (A) EEH Corresponding Shares attributable to any EEH Member, if such Holder EMI Member or EEH Member, as applicable, 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, EMI or EEH, as applicable, shall have given prior written notice direct payment of the applicable consideration received pursuant to such Transfer first to the repayment of such Management Loan, or, to the extent such consideration is received by EMI or EEH, such Legacy Stockholder shall pay such amounts to the Company of as lender under such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, in substantially the form of Exhibit A-1 hereto, that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and 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 such Securities under the Securities Act, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by such Holder to the Company. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstancesManagement Loan.

Restrictions on Transfers. Subject (a) Notwithstanding the other provisions of this Article IV, (i) no transfer (which, for purposes of subclause (D) hereof, includes any indirect transfer of such Membership Interest to the extent such indirect transfer could result in a transfer of a Membership Interest for purposes of Code Section 5(b708) belowof any Membership Interests shall be made if such transfer would (A) violate the then-applicable federal or state securities laws or rules and regulations of the Commission, this Warrant any state securities commission or any other governmental authority with jurisdiction over such transfer, (B) terminate the existence or qualification of the Company under the laws of the jurisdiction of its formation; (C) cause the Company 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); or (D) result in a termination of the Company under Code Section 708 unless, prior to such transfer, the transferring Member agrees to indemnify the Company and the other Members for any adverse tax consequences caused as a result of such termination and (ii) any transfer of a Membership Interest to a Disqualified Person will be void ab initio. (b) The Managing Member may not be transferred or assignedimpose restrictions on the transfer of Membership Interests, in whole or in part, without including by requiring the CompanyManaging Member’s prior written consent for any transfer (which shall not consent may be unreasonably withheldwithheld in the discretion of the Managing Member), and any attempt by the Holder if it receives written advice of counsel that such restrictions are necessary or advisable 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”) 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 the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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 avoid a registration statement under significant risk of the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or Company’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) (A) such Holder shall have given prior written notice to preserve the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description uniformity of the manner and circumstances of the proposed disposition, Non-Managing Member Interests (B) the transferee shall have confirmed to the satisfaction of the Company in writing, in substantially the form of Exhibit A-1 hereto, that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for or any other party, (2) for investment and (3) not with a view toward distribution class or resale, and 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 such Securities under the Securities Act, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by such Holder to the Companyclasses thereof). The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstancesManaging Member may impose such restrictions by amending this Agreement.

Restrictions on Transfers. Subject to Section 5(b) below), this Warrant may not be transferred or assigned, assigned in whole or in part, part without the Company’s prior written consent (which 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 common stock issuable upon conversion of the Shares (the “Securities”) 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 the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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 manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in substantially the form of Exhibit A-1 heretoA-1, that the Securities are being acquired (1i) solely for the transferee’s own account and not as a nominee for any other party, (2ii) for investment and (3iii) not with a view toward distribution or resale, and 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 ActAct or (ii) a “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 the terms of the notice delivered by such the Holder to the Company. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act 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 (which 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”) must [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. 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 the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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 reasonable detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed made the representations set forth in Section 10 with respect to the satisfaction of the Company in writing, in substantially the form of Exhibit A-1 hereto, that the Securities are being acquired (1) solely for the transferee’s own account and not itself as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, Holder 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, whereupon such Holder shall be entitled Act or (ii) a legal opinion to the effect that the transfer of such Securities may be effected in accordance compliance with the terms of the notice delivered Securities Act. Notwithstanding the foregoing, compliance with clauses (B) and (C) above shall not be required for any transfer in compliance with Rule 144 or compliance with clause (C) above shall not be required for any transfer by such the Holder to any affiliate of the Company. The Company agrees that it will not require an opinion Holder (or any fund or partnership under common control with one of counsel for more general partners or managing members of, or shares the same management company with, the Holder) or a transfer pursuant by the Holder to Rule 144 any of the Securities Act except in unusual circumstancesHolder’s partners, members or other equity owners, or retired partners, members or other equity owners or the estate of any partners, members or other equity owners or retired partners, members or other equity owners.

Restrictions on Transfers. Subject (a) Transfers of beneficial interests in any Note shall be limited to Section 5(btransfers to qualified institutional buyers each in accordance with the procedures set forth herein. (b) below, this Warrant No Note may not be sold or transferred or assigned, in whole or in part(including, without limitation, by pledge or hypothecation) unless (x) such sale or transfer is exempt from the Company’s prior written consent (which 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 registration requirements of the Shares (the “Securities”) must be in compliance with all Securities Act and is exempt under applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge law and (y) such sale or other disposition of all or any portion of transfer meets the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions restrictions set forth in this Warrant clause (a) above. Any Noteholder or Note Owner desiring to effect a transfer of Notes or interests therein shall, and does hereby agree to indemnify the same extent as Issuer, the Administrator, the Indenture Trustee and the Note Registrar against any liability that may result if the transferee were the original Holder hereunder, and (i) there transfer is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition not so exempt or is not made in accordance with such registration statementfederal and state laws. Any transfer of an interest in any Note to a Person that is not a Qualified Institutional Buyer, or (ii) (A) such Holder shall have be null and void and shall not be given prior written notice to effect for any purpose hereunder, and the Company Indenture Trustee shall hold any funds conveyed by the intended transferee of such Holder’s intention to make such disposition interest in trust for the transferor and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed promptly reconvey such funds to the satisfaction of the Company in writing, in substantially the form of Exhibit A-1 hereto, that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and 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 such Securities under the Securities Act, whereupon such Holder shall be entitled to transfer such Securities Person in accordance with the terms of the notice written instructions thereof delivered by such Holder to the Company. The Company agrees Indenture Trustee. (c) Neither a member of any “expanded group” (as defined in Treasury Regulation Section 1.385-1(c)(4)) that it will not require includes the Seller or a “controlled partnership” (as defined in Treasury Regulation Section 1.385-1(c)(1)) of such expanded group shall acquire any Notes from the Trust, any Affiliate, or through the marketplace prior to obtaining an opinion of U.S. federal income tax counsel stating that the acquisition or reacquisition of such Note will not cause the Master Repurchase Agreement to fail to be Indebtedness for federal income tax purposes, or cause the Trust, initially upon acquisition of such Note or subsequent to the acquisition of such Note, to be classified as an association taxable as a transfer pursuant to Rule 144 corporation, as a publicly traded partnership, or as any arrangement other than a trust the investors in which are treated as the owners of the Securities Act except trust’s assets. The preceding sentence shall not apply to (i) any U.S. corporate member of the same U.S. corporate affiliated group (as defined in unusual circumstancesSection 1504 of the Code) filing a consolidated federal income tax return that includes the Seller (the “Trust Consolidated Group”) or (ii) a partnership all of the partners of which are either such U.S. corporate members of the Trust Consolidated Group as described in clause (i) or partnerships all of the partners of which are such U.S. corporate members of the Trust Consolidated Group as described in clause (i). No member of any “expanded group” that includes the Seller (as defined in Treasury Regulation Section 1.385-1(b)(3)) or “controlled partnership” of such expanded group (as defined in Treasury Regulation Section 1.385-1(c)(4)) shall transfer any Notes outside the expanded group prior to obtaining an opinion of U.S. federal income tax counsel stating that the transfer of such Note will not cause the Trust to be classified as an association taxable as a corporation, as a publicly traded partnership, or as any arrangement other than a trust the investors in which are treated as the owners of the trust’s assets.

Restrictions on Transfers. Subject Shareholder agrees and understands that: (a) he shall be bound by the restrictions on transfers of his Shares, and of his right to Section 5(bbe issued Shares in the future under the Asset Purchase Agreement (the "Future Right"), which are described in this paragraph or are otherwise applicable under federal or state securities laws; (b) below, this Warrant such Shares or Future Right may not be transferred or sold, assigned, in whole transferred, encumbered or in part, without any manner disposed of in the Company’s prior written consent (which 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 absence of this Warrant or the Shares or the shares of Common Stock issuable upon conversion of the Shares (the “Securities”) 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 the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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 an effective 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 manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, in substantially the form of Exhibit A-1 hereto, that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution Shares or resale, and 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 such Securities Future Right filed under the Securities Act, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by such Holder to the Company. The Company agrees that it will not require (ii) an opinion of qualified counsel, which opinion and counsel for a transfer pursuant are reasonably satisfactory to Rule 144 of Company, that such registration under the Securities Act except is not required, or (iii) other evidence satisfactory to Company that such registration is not required.; and (c) each certificate representing her Shares will initially bear a legend substantially in unusual circumstancesthe following form, which Shareholder agrees to abide by: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THESE SHARES MAY NOT BE NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING THE SHARES FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (2) AN OPINION OF QUALIFIED COUNSEL, WHICH OPINION AND COUNSEL ARE SATISFACTORY TO THE CORPORATION, THAT SUCH REGISTRATION UNDER THAT ACT IS NOT REQUIRED, OR (3) OTHER EVIDENCE SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. Shareholder agrees that stop transfer instructions prohibiting transfers of his Shares or Future Right in violation of such legend and this Section 1.6 may be filed in Company's records or issued to Company's transfer agent as a means of preventing the sale or disposition of his Shares or transfer of the Future Right in violation of the restrictions and legends set forth in this Agreement and that any transfer of Shares or a Future Right causing such a violation shall be void.

Restrictions on Transfers. Subject to Section 5(b) belowSection5(b), this Warrant may not be transferred or assigned, assigned in whole or in part, part without the Company’s prior written consent (which 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”) 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 the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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 manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in substantially the form of Exhibit A-1 heretoA-1, that the Securities are being acquired (1i) solely for the transferee’s own account and not as a nominee for any other party, (2ii) for investment and (3iii) not with a view toward distribution or resale, and 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 an opinion of counsel, reasonably satisfactory to the Company 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 the terms of the notice delivered by such the Holder to the Company. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstances.

Restrictions on Transfers. Subject to Section 5(b) below, this Warrant Each of WorldCom and Block Group ------------------------- understands that the Securities may not be transferred or assigned, in whole or in partpledged, without the Company’s prior written consent (which shall not be unreasonably withheld)hypothecated, and any attempt by the Holder sold, made subject 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”) 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 the Securitiesa security interest, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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 otherwise transferred without (i) there is then in effect a an effective 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 manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, in substantially the form of Exhibit A-1 hereto, that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and 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 such Securities under the Securities ActAct and such applicable state securities laws, whereupon such Holder shall be entitled or (ii) delivery to transfer the issuer of such Securities in accordance with the terms of the notice delivered by such Holder to the Company. The Company agrees that it will not require an opinion of counsel for a transfer pursuant prepared at the expense of the holder thereof, which form of opinion and counsel shall be reasonably satisfactory to Rule 144 of the issuer and its counsel, that an exemption from registration is available under the Securities Act except or under any applicable state securities laws. Each of WorldCom and Block Group further understands that there will be placed on the certificate(s) representing the Securities a legend stating in unusual circumstancessubstance: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR, IN THE OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER OF THESE SHARES, REGISTRATION UNDER SUCH SECURITIES ACT OR SUCH APPLICABLE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER.

Restrictions on Transfers. Subject Such Purchaser understands and agrees as follows: (a) The certificates evidencing the Preferred Stock (and, to Section 5(b) belowthe extent not otherwise registered, this Warrant may not be transferred or assigned, in whole or in part, without the Company’s prior written consent (which 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 thereof), and each certificate issued in transfer of the Shares foregoing, will bear the following legends (the “Securities”) 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 the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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, andsubstantially similar legends): (i) there is then in effect a THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT SUCH REGISTRATION AND QUALIFICATION OR THE DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH DISPOSITION WILL NOT REQUIRE REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS"; and (ii) any legend required by applicable state securities laws. (b) Such Purchaser will not offer, sell, transfer or otherwise dispose of any of the Preferred Stock, or any Common Stock issuable upon conversion thereof, unless (i) an effective registration statement under the Securities Act covering (and an effective qualification under applicable state securities laws, or exemption therefrom) covers the disposition of such proposed disposition and such disposition is made in accordance with such registration statementsecurities, or or (ii) (A) such Holder shall have given prior written notice Purchaser has delivered to the Company an opinion of such Holder’s intention counsel, reasonably satisfactory to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, in substantially the form of Exhibit A-1 hereto, that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and 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 offer, sale, transfer or other disposition will not require registration of such Securities securities under the Securities Act, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by such Holder to the Company. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstancesor qualification under any applicable state securities laws.

Restrictions on Transfers. Subject to Section 5(b(a) below, this Warrant may not No Partnership Interest shall be transferred or assignedtransferred, in whole or in part, without the Company’s prior written consent (which 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”) must be except in compliance accordance 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 the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant to Section 4.7. (b) Except as provided in Section 4.7(c), notwithstanding the same extent as other provisions of this Article IV, no transfer of any Partnership Interests shall be made if the transferee were the original Holder hereunder, and such transfer would (i) there is violate the then in effect a registration statement under applicable federal or state securities laws or rules and regulations of the Securities Act covering Commission, any state securities commission or any other Governmental Authority with jurisdiction over such proposed disposition and such disposition is made in accordance with such registration statement, or transfer or (ii) terminate the existence or qualification of the Partnership under the laws of the jurisdiction of its formation. The Partnership may issue stop transfer instructions to any Transfer Agent in order to implement any restriction on transfer contemplated by this Agreement. (c) Nothing contained 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. (d) Each certificate or book entry evidencing Partnership Interests shall bear a conspicuous legend in substantially the following form: THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF ENERGY TRANSFER CORP LP THAT THIS SECURITY MAY NOT BE TRANSFERRED IF SUCH TRANSFER (AS DEFINED IN THE PARTNERSHIP AGREEMENT) WOULD (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 manner and circumstances of the proposed dispositionVIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER OR (B) the transferee shall have confirmed to the satisfaction of the Company in writing, in substantially the form of Exhibit A-1 hereto, that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and 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 such Securities under the Securities Act, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by such Holder to the CompanyTERMINATE THE EXISTENCE OR QUALIFICATION OF ENERGY TRANSFER CORP LP UNDER THE LAWS OF THE STATE OF DELAWARE. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstancesTHIS SECURITY MAY BE SUBJECT TO ADDITIONAL RESTRICTIONS ON ITS TRANSFER PROVIDED IN THE PARTNERSHIP AGREEMENT. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE RECORD HOLDER OF THIS SECURITY TO THE SECRETARY OF THE GENERAL PARTNER AT THE PRINCIPAL OFFICE OF THE PARTNERSHIP. THE RESTRICTIONS SET FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS LISTED OR ADMITTED TO TRADING.

Restrictions on Transfers. Subject to Section 5(bNo Shareholder will, or will permit any of its Affiliates (including the ultimate beneficial owners of such Shareholder) belowto, this Warrant may not be transferred directly or assignedindirectly, in whole by operation of law or in partotherwise, without the Company’s prior written consent (which shall not be unreasonably withheld)sell, 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”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignmentexchange, transfer, pledge convey, assign, mortgage, pledge, encumber or other disposition otherwise dispose of any direct or indirect interest in, or beneficial ownership of (each, a “Transfer”), all or any portion of such Shareholder’s Restricted Shares to any Person except in compliance with this Article III. The LATAM Controlling Shareholders and TEP each shall have the Securitiesright, exercisable at any time or from time to time by written notice delivered to the other Shareholder(s), to exempt from the provisions of this Article III all or any portion of its shares of Restricted Common Stock not to exceed [·] shares1 (any such shares so exempted by a Shareholder at any time, its “Exempted Shares”). Except pursuant to Section 3.04 or as otherwise expressly provided herein, prior to the Third Anniversary, no Shareholder will, or will permit any of its Affiliates (including the ultimate beneficial interest thereinowners of such Shareholder) to, directly or indirectly, Transfer all or any portion of its Restricted Shares to any Person, unless the other Shareholder(s) has or have given its or prior written consent to such Transfer. On and until after the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound byThird Anniversary, 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 Shareholders shall have given prior written notice the right to Transfer, or to permit any of its Affiliates (including the Company ultimate beneficial owners of such Holder’s intention Shareholder) to make such disposition Transfer, their Restricted Shares only pursuant to and in compliance with the terms of Sections 3.02, 3.03 and 3.04. Any Transfer made other than in compliance with the terms of this Article III shall have furnished the Company with a detailed description be null and void and of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, in substantially the form of Exhibit A-1 hereto, that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution no force or resale, and 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 such Securities under the Securities Act, whereupon such Holder effect. The Shareholders shall be entitled to transfer such Securities specific performance (to the extent permitted by applicable Law) of their rights under this Article III, in accordance with addition to any other legal and equitable remedies to which they may be entitled under applicable Law. 1 Insert the terms number of shares of LATAM Common Stock which, if they were Exempted Shares of TEP, would make TEP’s Restricted Common Stock represent 12.5% of the notice delivered by such Holder to outstanding shares of LATAM Common Stock determined on a fully diluted basis immediately after the Company. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstancesEffective Time.

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 (which Developer shall not be unreasonably withheld)sell, assign, or otherwise transfer all or any portion of its interests in the Property together with all its right, title and interest in this Agreement, or the portion thereof which is subject to the transferred portion of the Property, to any attempt Transferee until such time as the public and private improvements required by the Holder Development Approvals and this Agreement have been accepted by the City unless the City has approved the transfer prior to its completion. City shall not unreasonably withhold or unreasonably delay its consent to the transfer provided that: (1) the Transferee has specifically assumed in writing the obligations, 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 a portion of the Shares obligations of the Developer, to design, construct, install and finally complete the public and private improvements required by the Development Approvals and this Agreement in connection with the Transferred Property (unless Developer retains all such obligations, as discussed below); (2) the “Securities”Transferee has the experience and capacity to complete the public and private improvements required by the Development Approvals and this Agreement; and (3) must be the Transferee has obtained replacement bonds, accepted by the City for the public and private improvements required by the Development Approvals and this Agreement (in compliance with all applicable federal and state securities lawswhich event, the City shall release the Developer’s corresponding Public Improvement bonds). The Holder agrees not to make In the event of any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securitiestransfer pursuant to this Section, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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 Developer shall notify the Securities Act covering City within twenty (20) days prior to the transfer of the name of the Transferee, together with the corresponding entitlements being transferred to such proposed disposition Transferee, if any, and such disposition is made in accordance with such registration statement, or (ii) (A) the agreement between Developer and Transferee pertaining to such Holder transfer shall have given prior written notice provide that either Developer or the Transferee shall be liable for the performance of those obligations of Developer under this Agreement which relate to the Company of such Holder’s intention to make such disposition and Transferred Property, if any, or shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, in substantially the form of Exhibit A-1 hereto, confirm that the Securities are being acquired (1) solely Developer and all Transferees shall remain jointly liable for the transferee’s own account design and not as a nominee for any other party, (2) for investment construction of public and (3) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested private improvements required by the Company, Development Approvals 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 such Securities under the Securities Act, whereupon such Holder shall be entitled to transfer such Securities this Agreement in accordance connection with the terms of the notice delivered by such Holder to the Company. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstancesTransferred Property.

Restrictions on Transfers. Subject to Section 5(b) below), this Warrant may not be transferred or assigned, assigned in whole or in part, part without the Company’s prior written consent (consent, which 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”) 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 the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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 the Holder shall have given prior written notice to the Company of such the Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition and, with respect to any transfer of this Warrant, except for those dispositions set forth in Section 5(b) below, the Company shall have provided the Holder with prior written approval of such disposition, (B) the transferee which approval shall have confirmed to the satisfaction of the Company in writingnot be unreasonably withheld, in substantially the form of Exhibit A-1 hereto, that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution conditioned or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Companydelayed, and (CB) if requested by the Company, such other than as set forth in Section 5(b) below, the Holder shall have furnished the Company, at the Holder’s expense, with evidence reasonably satisfactory to the Company (including, if requested by the Company, an opinion of counsel to the Holder) 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 . It is agreed that the terms of the notice delivered by such Holder to the Company. The Company agrees that it will not require an opinion opinions of counsel for a transfer transactions made pursuant to Rule 144 of under the Securities Act Act, except in unusual circumstances.

Restrictions on Transfers. Subject to Section 5(bparagraph (b) belowof Exhibit B-1 of the Collaboration Agreement, this Warrant may not be transferred or assigned, assigned in whole or in part, part without the Company’s prior written consent (which shall consent may be withheld by the Company in its sole discretion until the third anniversary of the Issuance Date, unless the Collaboration Agreement has been terminated, in which case consent may not be unreasonably withheld by the Company, and, following the third anniversary of the Issuance Date, such consent may not be unreasonably withheld), and any attempt by the Holder to transfer or assign any rights, duties or obligations that arise under this the Warrant without such permission shall be void. For the avoidance of doubt, this Warrant may be transferred without the consent of the Company pursuant to the transactions described in clauses (B) and (C) of paragraph (b) of Exhibit B-2. Any transfer of this Warrant or the Shares or the shares of Common Stock issuable upon conversion of the Warrant Shares (the “Securities”) 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 the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth herein and in this Warrant Exhibit B-1 to the Collaboration Agreement 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 manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, in substantially the form of Exhibit A-1 hereto, that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and 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 such Securities under the Securities Act, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by such Holder to the Company. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstances.

Restrictions on Transfers. Subject to (a) Except as provided in Section 5(b) below, this Warrant may not be transferred or assigned, in whole or in part, without the Company’s prior written consent (which shall not be unreasonably withheld4.7(c), notwithstanding the other provisions of this Article IV, no transfer of any Company 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 attempt by the Holder to state securities commission or any other governmental authority with jurisdiction over such transfer or assign any rights, duties (ii) terminate the existence 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”) 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 the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit qualification of the Company under the laws of the jurisdiction of its formation. The Company may issue stop transfer instructions to take and hold 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 Company Interests if it receives an Opinion of Counsel that such restrictions are necessary to preserve the uniformity of the Limited Partner Interests (or any class or classes thereof). The General Partner may impose such restrictions 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 subject toExchange on which such class of Limited Partner Interests is then listed or admitted to trading must be approved, and prior to be bound bysuch amendment being effected, by the terms and conditions set forth holders of at least a majority of the Outstanding Limited Partner Interests of such class. (c) Nothing in this Warrant Agreement shall preclude the settlement of any transactions involving Company Interests entered into through the facilities of any National Securities Exchange on which such Company Interests are listed or admitted to the same extent as if the transferee were the original Holder hereunder, andtrading. (id) there is then Each certificate or book entry evidencing Company Interests shall bear a conspicuous legend in effect a registration statement under substantially the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or following form: THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF XXXX MIDSTREAM LP THAT THIS SECURITY MAY NOT BE TRANSFERRED IF SUCH TRANSFER (iiAS DEFINED IN THE PARTNERSHIP AGREEMENT) WOULD (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 manner and circumstances of the proposed dispositionVIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER OR (B) the transferee shall have confirmed to the satisfaction of the Company in writing, in substantially the form of Exhibit A-1 hereto, that the Securities are being acquired TERMINATE THE EXISTENCE OR QUALIFICATION OF XXXX MIDSTREAM LP UNDER THE LAWS OF THE STATE OF DELAWARE. THE GENERAL PARTNER OF XXXX MIDSTREAM LP MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT RECEIVES AN OPINION OF COUNSEL THAT SUCH RESTRICTIONS ARE NECESSARY TO PRESERVE THE UNIFORMITY OF THE LIMITED PARTNER INTERESTS IN XXXX MIDSTREAM LP (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and 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 such Securities under the Securities Act, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by such Holder to the CompanyOR ANY CLASS OR CLASSES THEREOF). The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstancesTHIS SECURITY MAY BE SUBJECT TO ADDITIONAL RESTRICTIONS ON ITS TRANSFER PROVIDED IN THE PARTNERSHIP AGREEMENT. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS SECURITY TO THE SECRETARY OF THE GENERAL PARTNER AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. THE RESTRICTIONS SET FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS LISTED OR ADMITTED TO TRADING.

Restrictions on Transfers. Subject to Section 5(b(a) belowThis Option is not transferable by you, this Warrant and is exercisable only by you, and may not be transferred or sold, assigned, transferred, pledged or hypothecated in whole any way (whether by operation of law or in partotherwise) except if and to the extent expressly permitted pursuant to the Stockholders' Agreement (the "Stockholders' Agreement") dated as of the date hereof among the Company and each of the holders of shares of capital stock of the Company named therein, without the Company’s prior written consent (which and shall not be unreasonably withheld)subject to execution, and any attempt by the Holder to transfer attachment or assign any rights, duties or obligations that arise under this Warrant without such permission shall be voidsimilar proceeding. Any transfer of this Warrant or the Shares or the shares of Common Stock issuable upon conversion of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, attempted assignment, transfer, pledge pledge, hypothecation or other disposition of all this Option or any portion interest herein, and the levy of the Securities, any attachment or similar proceeding upon this Option or any beneficial interest thereinherein, unless shall be null and until void and without effect except as provided in the transferee thereof has agreed in writing preceding sentence. (b) The Company may postpone the time of delivery of certificates for the benefit shares issuable upon the exercise of this Option for such additional time as the Company shall deem necessary or desirable to enable it to comply with the listing requirements of any securities exchange or the National Association of Securities Dealers, Inc. upon which shares of the Company to take and hold such Securities subject to, and may then or are then contemplated to be bound bylisted, or 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 manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, in substantially the form of Exhibit A-1 hereto, that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and 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 such Securities under the Securities Act, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by such Holder to the Company. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 requirements of the Securities Act except of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended, or any rules or regulations of the Securities and Exchange Commission promulgated thereunder or the requirements of applicable state laws relating to the authorization, issuance or sale of securities. (c) You acknowledge that all of the restrictions on the sales of the Options and/or shares acquirable upon the exercise of any Options and the representations and warranties made by you in unusual circumstancesthe Stockholders' Agreement and in the Subscription Agreement, dated as of the date hereof, between you and the Company are incorporated herein by reference as if set forth in full herein.

Restrictions on Transfers. Subject to Section 5(b) below), this Warrant may not be transferred or assigned, assigned in whole or in part, part without the Company’s prior written consent (which 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”) 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 the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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 the Holder shall have given prior written notice to the Company of such the Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed dispositiondisposition and, with respect to any transfer of this Warrant, except for those dispositions set forth in Section 5(b) below, the Company shall have provided the Holder with prior written approval of such disposition (which approval shall not be unreasonably withheld, conditioned or delayed) and (B) the transferee shall have confirmed to the satisfaction of the Company in writing, in substantially the form of Exhibit A-1 hereto, that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such other than as set forth in Section 5(b) below, the Holder shall have furnished the Company, at the Holder’s expense, with evidence reasonably satisfactory to the Company (including, if requested by the Company, an opinion of counsel to the Holder) 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 . It is agreed that the terms of the notice delivered by such Holder to the Company. The Company agrees that it will not require an opinion opinions of counsel for a transfer transactions made pursuant to Rule 144 of under the Securities Act Act, except in unusual circumstances.

Restrictions on Transfers. Subject (a) Except as otherwise provided in this Section 3.1 or Section 3.2, each Principal Stockholder hereby severally agrees that until the Expiration Date, such Principal Stockholder will not offer, sell, contract to Section 5(bsell, grant any option to purchase, or otherwise dispose of, directly or indirectly, ("Transfer"), any equity securities of the Company or any other securities convertible into or exercisable for such equity securities ("Securities") belowbeneficially owned by such Principal Stockholder without submitting a written request to, this Warrant may not be transferred or assigned, in whole or in part, without and receiving the Company’s prior written consent of, the Board of Directors, provided, however, that any CCI Shareholder may transfer Securities to any other CCI Shareholder, the spouse of a CCI Shareholder, or a lineal descendant of a CCI Shareholder (which shall not or a trust for the primary benefit of any one or more of a CCI Shareholder, the spouse of a CCI Shareholder, or a lineal descendant of a CCI Shareholder or a partnership or limited liability company owned and managed solely by one or more CCI Shareholders, spouses of CCI Shareholders and lineal descendants of CCI Shareholders), or, in the case of a CCI Shareholder that is a trust, to any beneficiary of such trust (or a trust for the primary benefit of such beneficiary or a partnership or limited liability company owned and managed solely by one or more CCI Shareholders, spouses of CCI Shareholders and lineal descendants of CCI Shareholders), in each case provided that (i) such transfer is done in accordance with the transfer restrictions applicable to such Securities under federal and state securities laws and (ii) the transferee agrees to be unreasonably withheld)bound by the terms hereof as a Principal Stockholder with respect to the shares being transferred pursuant to this Section, and any attempt such transfer shall not constitute a "Transfer" for purposes of this Agreement (any such CCI transferee pursuant to this proviso, a "CCI Permitted Transferee"). In the event that the Board of Directors consents to any Transfer of Securities by a Principal Stockholder pursuant to the written request of such Principal Stockholder (a "Transferring Stockholder") and except as otherwise provided in Section 3.1(b) and Section 3.2, each other Principal Stockholder shall, notwithstanding the provisions of this Section 3.1(a), have the right to Transfer a percentage of the total number of Securities beneficially owned by such Principal Stockholder equal to the percentage of the total number of Securities beneficially owned by the Holder Transferring Stockholder that the Board of Directors has consented may be Transferred by such Transferring Stockholder. The parties acknowledge that any Transfer pursuant to this Section 3.1(a) to which the Board of Directors has consented may be in connection with, or as part of, a private placement by the Company of, or other transaction involving, its Securities. (b) In addition to the provisions of Section 3.1(a), commencing for the quarter ending December 31, 1998 and ending on the Expiration Date, the Board shall determine prior to the public release of the Company's consolidated financial results with respect to the end of each financial reporting quarter, the aggregate number, if any, of shares of Class A Common Stock (not to exceed in the aggregate one hundred fifty thousand (150,000) shares of Class A Common Stock per quarter, subject to adjustment pursuant to Section 5.1) that may be Transferred by the Principal Stockholders (the "Transfer Amount") during the period commencing on the third (3rd) business day and ending on the twenty-third (23rd) business day following such public release of the Company's quarterly or annual financial results or such other trading period designated or permitted by the Board with respect to the purchase and sale of its Securities (each such period, a "Transfer Period"). Notwithstanding the provisions of Section 3.1(a), each Principal Stockholder shall be entitled to Transfer during each Transfer Period, provided such Transfer is effected in accordance with all applicable federal and state securities laws, a number of shares of Class A Common Stock equal to thirty-three and one-third percent (33 1/3%) of the Transfer Amount, if any, for such Transfer Period (rounding down in the case of any fractional amount). Any portion of any Principal Stockholder's share of the Transfer Amount that such Principal Stockholder elects not to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission during a Transfer Period shall be void. Any transfer of this Warrant or reallocated equally among the Shares or the remaining Principal Stockholders who intend to Transfer shares of Class A Common Stock issuable upon conversion during such Transfer Period, and such remaining Principal Stockholders shall be entitled to Transfer such additional shares of Class A Common Stock during the Shares (the “Securities”) must be Transfer Period, provided such Transfer is effected in compliance accordance 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 In no event shall any portion of a Transfer Amount that is not utilized by a Principal Stockholder during a Transfer Period be reallocated or otherwise credited to any subsequent Transfer Periods. The parties acknowledge that the Securities, or any beneficial interest therein, unless and until Company has determined that the transferee thereof has agreed in writing Transfer Amount that may be Transferred by the Principal Stockholders during the Transfer Period for the benefit quarter ended September 30, 1998 pursuant to this Section 3.1(b) shall be an aggregate of one hundred fifty thousand (150,000) shares of Class A Common Stock. (c) Commencing for the quarter ending December 31, 1998 and ending on the Expiration Date, the Company shall give each Principal Stockholder prompt written notice (in any event no later than fifty (50) days prior to the beginning of the Company applicable Transfer Period) of its determination of any Transfer Amount. Within seven (7) days of receipt of such notice, any Principal Stockholder that desires to take and hold Transfer shares of Class A Common Stock during such Securities subject to, and Transfer Period pursuant 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 (iSection 3.1(b) 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 provide written notice to the Company of the number of shares such Holder’s intention Principal Stockholder desires to make Transfer. Not later than seven (7) days after receipt of such disposition and shall have furnished responses, the Company with a detailed description shall notify all remaining Principal Stockholders of any Principal Stockholder's election not to Transfer the total number of shares of Class A Common Stock that such Principal Stockholder is entitled to Transfer during such Transfer Period. Any Principal Stockholder that desires to Transfer additional shares of Class A Common Stock equal to all or part of the manner and circumstances remaining Transfer Amount shall notify the Company within seven (7) days of receipt of the proposed disposition, (B) Company's second notice. The Company shall allocate the transferee shall have confirmed to the satisfaction of the Company in writing, in substantially the form of Exhibit A-1 hereto, that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and 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 such Securities under the Securities Act, whereupon such Holder shall be entitled to transfer such Securities remaining Transfer Amount in accordance with the terms provisions of Section 3.1(b) and shall notify the appropriate Principal Stockholders of such allocation no later than ten (10) days prior to the beginning of the notice delivered by such Holder to the Company. The Company agrees that it will not require an opinion Transfer Period. (d) For purposes of counsel for a transfer pursuant to Rule 144 this Section 3.1, Xxxxxxx and all of the Securities Act except in unusual circumstancesCCI Shareholders shall be deemed to be a single Principal Stockholder.

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 (which 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”) 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 the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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 manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in substantially the form of Exhibit A-1 heretoA-1, that the Securities are being acquired (1i) solely for the transferee’s own account and not as a nominee for any other party, (2ii) for investment and (3iii) not with a view toward distribution or resale, and 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 HolderCompany’s expense, with evidence (i) an opinion of counsel, reasonably satisfactory to the Company Company, to the effect that such disposition will not require registration of such Securities under the Securities ActAct or (ii) a “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 the terms of the notice delivered by such the Holder to the Company. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstances.

Restrictions on Transfers. Subject to Section 5(b) belowa. Rail Company shall not lease the Property, nor assign this Warrant may not be transferred or assigned, in whole or in partAgreement, without the Company’s prior written consent of the Authority, this Agreement being executed by the Authority upon the credit and reputation of Rail Company. Pursuant to applicable law, the Authority’s interest in the Property is not subject to a lien of any kind. Except as provided below, Rail Company shall not allow any mortgages, liens, or other encumbrances to attach to the Property as a result of the financing or construction of the Rail Project, or use of the Property by Rail Company and Rail Company indemnifies and agrees to hold the Authority harmless of and from any such encumbrances. b. Rail Company may, without the Authority’s consent, effect an assignment or a transfer of an equity interest in Rail Company as follows (which each a “Permitted Transfer”): (i) in connection with a transaction with (A) a parent, subsidiary, affiliate, division, or entity controlling, controlled by, or under common control with Rail Company; or (B) a successor entity as a result of merger, consolidation, reorganization, or government action; or (ii) any transfer by the member of Rail Company of a portion of its ownership interests in Rail Company to an entity provided the member of Rail Company retains an interest therein. In addition, any change in ownership of the equity interests of Rail Company as a result of a public offering of stock, and any transfer of the equity interests of Rail Company by persons or parties through the “over-the-counter market” or through any recognized stock exchange or through a tender offer, shall not be deemed to be an assignment requiring the Authority’s consent. c. If after completion of construction of the Rail Project and the provision of bona fide passenger rail service to the paying public on the Property for a period of at least three years, Rail Company requests the Authority’s consent in connection with an assignment of this Agreement that is not a Permitted Transfer, the Authority’s consent will not be unreasonably withheld)withheld if there is no existing uncured Event of Default by Rail Company and the Authority reasonably determines, in its sole discretion, that the proposed transferee is capable of performing the obligations and covenants of Rail Company under this Agreement, which determination shall be based upon and take into account the following factors: (1) the financial strength and integrity of the proposed transferee, its direct or indirect beneficial owners, any attempt proposed managers or operating partners, guarantors and each of their respective affiliates; (2) the experience of the proposed transferee or any operator to be engaged by the Holder proposed transferee in operating rail systems similar to transfer or assign any rightsthe Rail Project and performing other relevant projects; (3) whether the proposed transferee, 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”) 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 the Securitiesits proposed operator, or any beneficial interest thereinof their respective officers, unless directors, managers, general partners, or senior management personnel, (a) have been convicted of any felony or misdemeanor involving fraudulent behavior, any violation of state or federal antitrust laws with respect to a public contract, or any violation of any state or federal law involving bribery, collusion, conspiracy, or material misrepresentation with respect to a public contract, or (b) have failed to resolve any material regulatory compliance issue for a sustained period of time; and until (4) any law which would prohibit the Authority from directly entering into this Agreement with the proposed transferee. Any proposed transferee thereof has agreed shall be required to deliver to the Authority a certificate in writing for which the benefit proposed transferee makes the representations and warranties covering the matters set forth in Paragraph 27 of the Company to take and hold such Securities subject to, and this Agreement. A transferee must agree to be bound by, by all the terms and conditions set forth in of this Warrant Agreement from and after the effective date of the transfer. No transfer shall relieve Rail Company of its obligations under this Agreement with respect to any period after the Effective Date through the effective date of the transfer. As part of a request for the Authority’s consent to a transfer of this Agreement to an unaffiliated third party following the fifth (5th) anniversary of the commencement of rail service to the same extent as if Airport, Rail Company may propose that the transferee were Authority agree to release the original Holder hereunder, and (i) there is then in effect a registration statement assignor from further liability under this Agreement accruing from and after 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 effective date of the manner and circumstances transfer, based on the creditworthiness of the proposed disposition, assignee (B) and/or an entity that will guaranty the transferee shall have confirmed to the satisfaction obligations of the Company in writing, in substantially assignor from and after the form date of Exhibit A-1 hereto, that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and 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 such Securities under the Securities Act, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by such Holder to the Companytransfer). The Company Authority agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except consider such request in unusual circumstancesgood faith.

Restrictions on Transfers. Subject to Except as provided in Section 5(b) below), this Warrant may not be transferred transferred, assigned or assigned, in whole or in part, without hypothecated for a period of six (6) months following the Company’s prior written consent (which shall not be unreasonably withheld), and any attempt by the Holder to transfer or assign any rights, duties or obligations that arise under date of issuance of this Warrant without such permission shall be voidWarrant. Any transfer of this Warrant or the Shares or the shares of Common Stock issuable upon conversion of the Shares (the “Securities”) 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 the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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 HolderXxxxxx’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in substantially the form of Exhibit A-1 heretoC, that the Securities are being acquired (1i) solely for the transferee’s own account and not as a nominee for any other party, (2ii) for investment and (3iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, including that the transferee is in compliance with all applicable laws and (C) if requested by the Company, such Holder shall have furnished the CompanyCompany with (i) an opinion of counsel, at the Holder’s expense, with evidence reasonably satisfactory to the Company Company, to the effect that such disposition will not require registration of such Securities under the Securities ActAct or (ii) a “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 enforcement action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by such the Holder to the Company. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstances.

Restrictions on Transfers. Subject to Section 5(b) below), this Warrant may not be transferred or assigned, assigned in whole or in part, part without the Company’s prior written consent so long as the transferee or assignee is not a Competitor (which as defined in the Amended and Restated Investors’ Rights Agreement, dated on or about the date hereof) of the Company. For the sake of clarity, neither Pivotal bioVenture Partners Fund I, L.P, Novo Holdings A/S or Vivo PANDA Fund, L.P or their Affiliates (as defined in the Amended and Restated Investors’ Rights Agreement, dated on or about the date hereof) shall not be unreasonably withheld), and any deemed to be a Competitor. Any attempt by the Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission in contravention of the foregoing sentence 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”) 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 the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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 manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in substantially the form of Exhibit A-1 heretoA-1, that the Securities are being acquired (1i) solely for the transferee’s own account and not as a nominee for any other party, (2ii) for investment and (3iii) not with a view toward distribution or resale, and 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 expenseexpense and option, with evidence either (i) an opinion of counsel reasonably satisfactory to the Company if such opinion is reasonably determined to be required by the Company’s counsel, to the effect that such disposition will not require registration of such Securities under the Securities Act, or (ii) a “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 the terms of the notice delivered by such the Holder to the Company. The It is agreed that the Company agrees that it will not require an opinion opinions of counsel for a transfer transactions made pursuant to Rule 144 of the Securities Act except in unusual circumstancescircumstances or if such opinion is reasonably determined to be required by the Company’s counsel.

Restrictions on Transfers. Subject to Section 5(b(a) below, this Warrant The Company may not be transferred or assigned, in whole or in part, without impose restrictions on the Company’s prior written consent (which 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 Member Interests if it receives an Opinion of Counsel providing that such restrictions are necessary to avoid a significant risk of any Group Member becoming taxable as a corporation or the Shares or the shares of Common Stock issuable upon conversion of the Shares (the “Securities”) must be in compliance with all applicable otherwise becoming taxable as an entity for federal and state securities lawsincome tax purposes. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition Board of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold Directors may impose such Securities subject to, and to be bound by, the terms and conditions set forth in restrictions by amending 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 Agreement in accordance with Article XI; provided, however, that any amendment that would result in the delisting or suspension of trading of any class of Member Interests on the principal National Securities Exchange on which such registration statementclass of Member Interests is then traded must be approved, orprior to such amendment being effected, by the holders of at least a majority of the 26 Outstanding Member Interests of such class. The transfer of a Class B Unit that has converted into a Common Unit shall be subject to the restrictions imposed by Section 5.9(b). (iib) Nothing contained in this Article IV, or elsewhere in this Agreement, shall preclude the settlement of any transactions involving Member Interests entered into through the facilities of any National Securities Exchange on which such Member Interests are listed for trading. (c) In the event any Member Interest is evidenced in certificated form, each certificate evidencing Member Interests shall bear a conspicuous legend in substantially the following form: THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF VANGUARD NATURAL RESOURCES, LLC THAT THIS SECURITY MAY NOT BE SOLD, OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IF SUCH TRANSFER WOULD (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 manner and circumstances of the proposed dispositionVIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) the transferee shall have confirmed to the satisfaction of the Company in writingTERMINATE THE EXISTENCE OR QUALIFICATION OF VANGUARD NATURAL RESOURCES, in substantially the form of Exhibit A-1 heretoLLC UNDER THE LAWS OF THE STATE OF DELAWARE, that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the CompanyCAUSE VANGUARD NATURAL RESOURCES, such Holder shall have furnished the CompanyLLC 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) OR (D) VIOLATE THE TERMS AND CONDITIONS OF THE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VANGUARD NATURAL RESOURCES, at the Holder’s expenseLLC, with evidence satisfactory to the Company that such disposition will not require registration of such Securities under the Securities ActDATED JUNE 19, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by such Holder to the Company2013, AS THE SAME MAY BE AMENDED FROM TIME TO TIME. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstancesVANGUARD NATURAL RESOURCES, LLC MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT RECEIVES AN OPINION OF COUNSEL THAT SUCH RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF VANGUARD NATURAL RESOURCES, LLC BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES. THE RESTRICTIONS SET FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS LISTED OR ADMITTED TO TRADING.

Restrictions on Transfers. Subject Pursuant to Section 5(b) belowthe restrictions set forth in the Bylaws, this Warrant the Shares may not be sold or otherwise transferred or assigned, in whole or in part, by Awardee without the Company’s prior written consent (which consent. Subject to obtaining such consent, Awardee hereby agrees that Awardee 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 make no disposition of the Shares (other than as permitted by this Agreement) unless and until: (a) Awardee shall have notified the “Securities”) 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 Company of the Securities, or any beneficial interest therein, unless proposed disposition and until the transferee thereof has agreed in writing for the benefit provided a written summary of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in of the proposed disposition; (b) Awardee shall have complied with all requirements of this Warrant Agreement applicable to the same extent as if disposition of the transferee were Shares, including but not limited to the original Holder hereunder, Refusal Right and the Market Standoff; and (c) Awardee shall have provided the Company with written assurances, in form and substance satisfactory to counsel for the Company, that (i) there is then in effect a the proposed disposition does not require registration statement of the Shares under the Securities Act covering such proposed disposition or under any state securities laws, and such disposition is made in accordance with such registration statement, or (ii) all appropriate actions necessary for compliance with the registration and qualification requirements of the Securities Act and any state securities laws, or of any exemption from registration or qualification, available thereunder (Aincluding Rule 144) such Holder shall have given prior written notice been taken. Each person (other than the Company) to whom the Shares are transferred by means of one of the permitted transfers specified in this Agreement must, as a condition precedent to the Company validity of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed dispositiontransfer, (B) the transferee shall have confirmed to the satisfaction of the Company acknowledge in writing, in substantially the form of Exhibit A-1 hereto, that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and 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 writing to the Company that such disposition will not require registration person is bound by the provisions of this Agreement and that the transferred Shares are subject to the Refusal Right and the Market Standoff, to the same extent such Securities under Shares would be so subject if retained by the Securities ActAwardee. In addition, whereupon such Holder Awardee acknowledges and agrees that the Shares shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by such Holder subject to the restrictions on transferability and resale set forth in the Company. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstances’s Bylaws.

Restrictions on Transfers. Subject to (a) Except as provided in Section 5(b) below, this Warrant may not be transferred or assigned, in whole or in part, without the Company’s prior written consent (which shall not be unreasonably withheld4.6(c), and notwithstanding the other provisions of this Article IV, no transfer of any attempt by the Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission Company Interests shall be void. Any made if such transfer of this Warrant would (i) violate the then applicable federal or the Shares state securities laws or the shares of Common Stock issuable upon conversion rules and regulations of the Shares (the “Securities”) must be in compliance with all applicable federal and Commission, any state securities laws. The Holder agrees not to make commission or any sale, assignment, other governmental authority with jurisdiction over such transfer, pledge (ii) terminate the existence or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit qualification of the Company to take and hold such Securities subject to, and under the laws of the jurisdiction of its formation or (iii) cause the Company to be bound by, the terms and conditions set forth in this Warrant 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 same extent as not already so treated or taxed). (b) The Company may impose restrictions on the transfer of Company Interests if the transferee were the original Holder hereunder, and it receives an Opinion of Counsel that such restrictions are necessary or advisable to (i) there is then in effect avoid a registration statement under significant risk of the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or Company becoming taxable as a corporation or otherwise becoming taxable as an entity for U.S. federal income tax purposes or (ii) preserve the uniformity of the Company Interests (or any class or series thereof). The Company may impose such restrictions by amending this Agreement; provided, however, that any amendment that would result in the delisting or suspension of trading of any class of Company Interests on the principal National Securities Exchange on which such class of Company Interests is then listed or admitted for trading must be approved, prior to such amendment being effected, by the holders of at least a majority of the Outstanding Company Interests of such class. (c) Nothing contained in this Article IV or elsewhere in this Agreement shall preclude the settlement of any transactions involving Company Interests entered into through the facilities of any National Securities Exchange on which such Company Interests are listed or admitted for trading. (d) In the event that any Company Interest is evidenced in certificated form, each such certificate shall bear a conspicuous legend in substantially the following form: THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF ATLAS ENERGY GROUP, LLC THAT THIS SECURITY MAY NOT BE SOLD, OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IF SUCH TRANSFER WOULD (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 manner and circumstances of the proposed dispositionVIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) the transferee shall have confirmed to the satisfaction of the Company in writingTERMINATE THE EXISTENCE OR QUALIFICATION OF ATLAS ENERGY GROUP, in substantially the form of Exhibit A-1 heretoLLC UNDER THE LAWS OF THE STATE OF DELAWARE, that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and OR (C) if requested by the CompanyCAUSE ATLAS ENERGY GROUP, such Holder shall have furnished the CompanyLLC 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). THE BOARD OF DIRECTORS OF ATLAS ENERGY GROUP, at the Holder’s expenseLLC, with evidence satisfactory to the Company that such disposition will not require registration of such Securities under the Securities ActMAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT RECEIVES AN OPINION OF COUNSEL THAT SUCH RESTRICTIONS ARE NECESSARY OR ADVISABLE TO AVOID A SIGNIFICANT RISK OF ATLAS ENERGY GROUP, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by such Holder to the CompanyLLC BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR U.S. FEDERAL INCOME TAX PURPOSES OR TO PRESERVE THE UNIFORMITY OF THE COMPANY INTERESTS (OR ANY CLASS OR SERIES THEREOF). The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstancesTHE RESTRICTIONS SET FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS LISTED OR ADMITTED FOR TRADING.

Restrictions on Transfers. Subject to Section 5(bIt understands and agrees as follows: (a) belowThe certificates evidencing the Securities and each certificate issued in transfer of the foregoing, this Warrant may will bear the following legend (or substantially similar legend): "THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT SUCH REGISTRATION OR THE DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH DISPOSITION WILL NOT REQUIRE REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED." (b) It will not be transferred or assignedoffer, in whole or in partsell, without the Company’s prior written consent (which shall not be unreasonably withheld), and any attempt by the Holder to transfer or assign otherwise dispose of 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”) 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 the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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 an effective registration statement under the Securities Act covering covers the disposition of such proposed disposition and such disposition is made in accordance with such registration statementsecurities or, or (ii) (A) such Holder shall have given prior written notice except with respect to the rights and obligations referenced in Section 5, it has delivered to the Company an opinion of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, counsel (B) the transferee shall have confirmed to the satisfaction of the Company in writing, in substantially the form of Exhibit A-1 hereto, that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as which may be in-house counsel), reasonably requested by satisfactory to 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 offer, sale, transfer or other disposition will not require registration of such Securities securities under the Securities Act. Upon request of a holder of Securities, whereupon the Company shall remove any such Holder legend from each certificate evidencing Securities, or shall issue to such holder a new certificate or certificates for such Securities, which certificate or certificates shall be entitled to free of such transfer legend, provided that with such Securities in accordance with request, the terms Company shall have received an opinion of the notice delivered by such Holder counsel, which opinion is reasonably satisfactory to the Company. The Company agrees , to the effect that it will not require an opinion such legend is no longer necessary or required (including, without limitation, because of counsel for a transfer pursuant to the availability of the exemption afforded by Rule 144 of promulgated under the Securities Act except in unusual circumstancesAct).

Restrictions on Transfers. Subject to Section 5(b(a) below, this Warrant The Company may not be transferred or assigned, in whole or in part, without impose restrictions on the Company’s prior written consent (which 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 Member Interests if it receives an Opinion of Counsel providing that such restrictions are necessary to avoid a significant risk of any Group Member becoming taxable as a corporation or the Shares or the shares of Common Stock issuable upon conversion of the Shares (the “Securities”) must be in compliance with all applicable otherwise becoming taxable as an entity for federal and state securities lawsincome tax purposes. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition Board of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold Directors may impose such Securities subject to, and to be bound by, the terms and conditions set forth in restrictions by amending 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 Agreement in accordance with Article XI; provided, however, that any amendment that would result in the delisting or suspension of trading of any class of Member Interests on the principal National Securities Exchange on which such registration statementclass of Member Interests is then traded must be approved, orprior to such amendment being effected, by the holders of at least a majority of the Outstanding Member Interests of such class. The transfer of a Class B Unit that has converted into a Common Unit shall be subject to the restrictions imposed by Section 5.9(b). (iib) Nothing contained in this Article IV, or elsewhere in this Agreement, shall preclude the settlement of any transactions involving Member Interests entered into through the facilities of any National Securities Exchange on which such Member Interests are listed for trading. (c) In the event any Member Interest is evidenced in certificated form, each certificate evidencing Member Interests shall bear a conspicuous legend in substantially the following form: THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF VANGUARD NATURAL RESOURCES, LLC THAT THIS SECURITY MAY NOT BE SOLD, OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IF SUCH TRANSFER WOULD (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 manner and circumstances of the proposed dispositionVIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) the transferee shall have confirmed to the satisfaction of the Company in writingTERMINATE THE EXISTENCE OR QUALIFICATION OF VANGUARD NATURAL RESOURCES, in substantially the form of Exhibit A-1 heretoLLC UNDER THE LAWS OF THE STATE OF DELAWARE, that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the CompanyCAUSE VANGUARD NATURAL RESOURCES, such Holder shall have furnished the CompanyLLC 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) OR (D) VIOLATE THE TERMS AND CONDITIONS OF THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VANGUARD NATURAL RESOURCES, at the Holder’s expenseLLC, with evidence satisfactory to the Company that such disposition will not require registration of such Securities under the Securities ActDATED OCTOBER 29, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by such Holder to the Company2007, AS THE SAME MAY BE AMENDED FROM TIME TO TIME. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstancesVANGUARD NATURAL RESOURCES, LLC MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT RECEIVES AN OPINION OF COUNSEL THAT SUCH RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF VANGUARD NATURAL RESOURCES, LLC BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES. THE RESTRICTIONS SET FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS LISTED OR ADMITTED TO TRADING.

Restrictions on Transfers. Subject to Section 5(b(a) below, this Warrant The Company may not be transferred or assigned, in whole or in part, without impose restrictions on the Company’s prior written consent (which 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 Member Interests if it receives an Opinion of Counsel providing that such restrictions are necessary to avoid a significant risk of any Group Member becoming taxable as a corporation or the Shares or the shares of Common Stock issuable upon conversion of the Shares (the “Securities”) must be in compliance with all applicable otherwise becoming taxable as an entity for federal and state securities lawsincome tax purposes. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition Board of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold Directors may impose such Securities subject to, and to be bound by, the terms and conditions set forth in restrictions by amending 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 Agreement in accordance with Article XI; provided, however, that any amendment that would result in the delisting or suspension of trading of any class of Member Interests on the principal National Securities Exchange on which such registration statementclass of Member Interests is then traded must be approved, orprior to such amendment being effected, by the holders of at least a majority of the Outstanding Member Interests of such class. The transfer of a Class B Unit that has converted into a Common Unit shall be subject to the restrictions imposed by Section 5.9(b). (iib) Nothing contained in this Article IV, or elsewhere in this Agreement, shall preclude the settlement of any transactions involving Member Interests entered into through the facilities of any National Securities Exchange on which such Member Interests are listed for trading. (c) In the event any Member Interest other than Preferred Units is evidenced in certificated form, each Certificate evidencing Member Interests shall bear a conspicuous legend in substantially the following form: THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF VANGUARD NATURAL RESOURCES, LLC THAT THIS SECURITY MAY NOT BE SOLD, OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IF SUCH TRANSFER WOULD (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 manner and circumstances of the proposed dispositionVIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) the transferee shall have confirmed to the satisfaction of the Company in writingTERMINATE THE EXISTENCE OR QUALIFICATION OF VANGUARD NATURAL RESOURCES, in substantially the form of Exhibit A-1 heretoLLC UNDER THE LAWS OF THE STATE OF DELAWARE, that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the CompanyCAUSE VANGUARD NATURAL RESOURCES, such Holder shall have furnished the CompanyLLC 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) OR (D) VIOLATE THE TERMS AND CONDITIONS OF THE FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VANGUARD NATURAL RESOURCES, at the Holder’s expenseLLC, with evidence satisfactory to the Company that such disposition will not require registration of such Securities under the Securities ActDATED SEPTEMBER 15, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by such Holder to the Company2014, AS THE SAME MAY BE AMENDED FROM TIME TO TIME. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstancesVANGUARD NATURAL RESOURCES, LLC MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT RECEIVES AN OPINION OF COUNSEL THAT SUCH RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF VANGUARD NATURAL RESOURCES, LLC BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES. THE RESTRICTIONS SET FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS LISTED OR ADMITTED TO TRADING.

Restrictions on Transfers. Subject to Section 5(b) below, Neither this Warrant nor any of Holder’s rights hereunder may not be transferred or assigned, whether in whole or in part, without the Company’s prior written consent (which shall not consent may be unreasonably withheldwithheld in the Company’s sole and absolute discretion), 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; provided, however, that Holder may transfer this Warrant to an affiliate (as such term is defined in Rule 405 promulgated under the Securities Act) of Holder without obtaining the Company’s consent. Any transfer of this Warrant Warrant, the Units or any securities into which the Shares or the shares of Common Stock issuable upon conversion of the Shares Units shall have converted (collectively, the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder Xxxxxx agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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 HolderXxxxxx’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in substantially the form of Exhibit A-1 heretoA-1, that the Securities are being acquired (1i) solely for the transferee’s own account and not as a nominee for any other party, (2ii) for investment and (3iii) not with a view toward distribution or resale, and 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 CompanyCompany with (i) an opinion of counsel, at the Holder’s expense, with evidence reasonably satisfactory to the Company Company, to the effect that such disposition will not require registration of such Securities under the Securities ActAct or (ii) a “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 the terms of the notice delivered by such Holder to the Company. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstances.

Restrictions on Transfers. Subject to Section 5(b) below, this This Warrant may not be transferred or assigned, assigned in whole or in part, part without the Company’s prior written consent (which shall not be unreasonably withheld)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; provided, however, that the Holder may assign the Warrant to an Affiliate (as defined in the Purchase Agreement) of the Holder without the prior written consent of the Company. Any transfer of this Warrant or the Shares or the shares of Common Stock issuable upon conversion of the Shares exercise hereof (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge transfer or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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) If there is then in effect a registration statement under the Securities Act covering such proposed disposition and disposition, 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 manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in substantially the form of Exhibit A-1 heretoA-1, that the Securities are being acquired (1i) solely for the transferee’s own account and not as a nominee for any other party, (2ii) for investment and (3iii) not with a view toward distribution or resale, and 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 (i) an opinion of counsel, reasonably satisfactory to the Company Company, to the effect that such disposition will not require registration of such Securities under the Securities ActAct or (ii) a “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 the terms of the notice delivered by such the Holder to the Company. The Company agrees that it will not require an opinion Notwithstanding anything to the contrary herein, if the Securities are sold, assigned, transferred or otherwise disposed of counsel for a transfer (i) pursuant to an effective registration statement under the Securities Act, or (ii) in a public sale in accordance with Rule 144 under the Securities Act, none of the Securities Act except in unusual circumstancestransfer restrictions herein shall apply.

Restrictions on Transfers. Subject to Section 5(b) below, this Warrant may not be transferred or assigned, in whole or in partBorrower shall not, without obtaining the Company’s ------------------------- prior written consent of Lender in Lender's sole discretion (which shall not be unreasonably withheld)a) transfer, and any attempt by the Holder to transfer sell, pledge, convey 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”) 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 the SecuritiesProperty or the Collateral (or contract to do any of the foregoing, including, without limitation, options to purchase and so called "installment sales contracts", "land contracts", or any beneficial interest therein"contracts for deed"), unless except sales of Intervals to Purchasers in arm's-length transactions and until the transferee thereof has agreed in writing for the benefit sales of Units that do not constitute C&A Loan Collateral and that were not constructed using proceeds of the Company to take and hold such Securities subject toConstruction Loan, and the replacement in the ordinary course of business of items of Collateral that have become destroyed, damaged or obsolete; (b) permit any sale, assignment, encumbrance, dilution or other disposition of any ownership interests in Borrower (including any right to receive profits, losses or cash flow related to the Resort) now held by the General Partner that would cause Xxxxxx X. Xxxxxx to own less than a fifty percent (50%) interest in the General Partner or to cease to have overall management responsibility and control over Borrower; (c) permit any sale, assignment, encumbrance or other disposition of any ownership interest in the Borrower that would cause Borrower to be bound bycontrolled by a Person other than the General Partner; (d) allow any transfer or encumbrance of any unsold Interval or the interest in the underlying Units, except for sales of Intervals to Purchasers in arm's-length transactions and Units that do not constitute C&A Loan Collateral and the construction of which was not financed by any proceeds of the Construction Loan. Notwithstanding the foregoing, the terms occurrence of an event described in clause (b) above arising solely from either the death of Xxxxxx X. Xxxxxx or operation of law shall not constitute a breach of this Section 9 if and conditions set forth in this Warrant only to the same extent that within forty-five (45) days following any such event, Borrower identifies to Lender the person replacing Xxxxxx X. Xxxxxx and such person is satisfactory to Lender in its reasonable discretion. Intestate transfers or transfers by devise shall not constitute a transfer for purposes of the foregoing provisions. Borrower further covenants and agrees that, subject to the provisions of Section 10.10 of the Receivables Loan Agreement, if Borrower obtains financing for Note Receivables (as if defined in the transferee were Receivables Loan Agreement) that are not part of the original Holder hereunderReceivables Loan Collateral from any lender or person other than Lender, and (i) there that such financing will be secured only by the Note Receivables so financed. Borrower further covenants and agrees that, for so long as any amount of the Construction Loan or Acquisition Loan is then in effect a registration statement outstanding or Lender has any obligation under the Securities Act covering such proposed disposition C&A Loan Agreement to advance proceeds of the Construction Loan, and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice subject to the Company provisions of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description Section 6.16 of the manner and circumstances Construction Loan Agreement for so long as Section 6.16 is effective, if Borrower obtains financing for any real and/or personal property in the Resort that is not part of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, in substantially the form of Exhibit A-1 heretoC&A Loan Collateral from any lender or person other than Lender, that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may financing will be reasonably requested secured only by the Companyreal and/or personal property so financed. Notwithstanding the foregoing, any lender or person providing financing for both Note Receivables and (C) if requested by the Company, construction of any improvements may cross-collateralize such Holder shall have furnished the Company, at the Holder’s expense, with evidence satisfactory financings but only for so long as any such construction financing or obligation to the Company 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 the terms of the notice delivered by such Holder to the Company. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstancesprovide construction financing remains outstanding.

Restrictions on Transfers. Subject to Section 5(b) below), this Warrant may not be transferred or assigned, assigned in whole or in part, part without the Company’s prior written consent (which shall be promptly provided and 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 written consent (which shall be promptly provided and not be unreasonably withheld) 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”) 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 the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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 the Holder shall have given prior written notice to the Company of such the Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed dispositiondisposition and, with respect to any transfer of this Warrant, except for those dispositions set forth in Section 5(b) below, the Company shall have provided the Holder with prior written approval of such disposition (which approval shall not be unreasonably withheld, conditioned or delayed) and (B) the transferee shall have confirmed to the satisfaction of the Company in writing, in substantially the form of Exhibit A-1 hereto, that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such other than as set forth in Section 5(b) below, the Holder shall have furnished the Company, at the Holder’s expense, with evidence reasonably satisfactory to the Company (including, if requested by the Company, an opinion of counsel to the Holder) that such disposition will not require registration of such Securities under the Securities Act. Upon the exercise of this Warrant, whereupon such the Holder shall acknowledges that the Shares will be entitled deemed “restricted securities” under the Securities Act and that, except in the case of a “Net Issue Exercise” pursuant to transfer such Securities Section 2(b) of this Warrant, the Shares may not be sold, transferred or assigned in accordance with any manner for a period of not less than six (6) months from the terms date of the notice delivered by exercise of this Warrant unless such Holder to Shares are the Companysubject of a registration statement under the Securities Act or such Shares are sold, transferred or assigned in compliance with Rule 144 under the Securities Act. The It is agreed that the Company agrees that it will not require an opinion opinions of counsel for a transfer transactions made pursuant to Rule 144 of under the Securities Act Act, except in unusual circumstances.

Restrictions on Transfers. Subject (a) Except as otherwise provided in this Section 3.1 or Section 3.2, the M/C Stockholders hereby agree that until the Expiration Date, the M/C Stockholders will not offer, sell, contract to Section 5(bsell, grant any option to purchase, or otherwise dispose of, directly or indirectly, ("Transfer"), any equity securities of the Company or any other securities convertible into or exercisable for such equity securities ("Securities") belowbeneficially owned by such M/C Stockholders as a result of the Merger (including distributions of Securities with respect to such Securities and Securities acquired as a result of a stock split with respect to such Securities) without submitting a written request to, this Warrant may not be transferred or assigned, in whole or in part, without and receiving the Company’s prior written consent of, the Board of Directors; provided, however, that the M/C Stockholders may transfer Securities to any beneficial owner or Affiliate of the M/C Stockholders, in each case provided that (which shall not i) such transfer is done in accordance with the transfer restrictions applicable to such Securities under federal and state securities laws and (ii) the transferee agrees to be unreasonably withheldbound by the terms hereof (as this Agreement may be amended or amended and restated from time to time) as an M/C Stockholder with respect to the shares being transferred pursuant to this Section (any such M/C Stockholder transferee pursuant to the foregoing proviso, an "M/C Stockholder Permitted Transferee"), and any attempt by the Holder to such transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer not constitute a "Transfer" for purposes of this Warrant Agreement. Notwithstanding the foregoing, no party hereto shall avoid the provisions of this Agreement by making one or the Shares more transfers to one or the shares of Common Stock issuable upon conversion of the Shares (the “Securities”) must be in compliance with all applicable federal more M/C Stockholder Permitted Transferees and state securities laws. The Holder agrees not to make then at any sale, assignment, transfer, pledge time directly or other disposition indirectly disposing of all or any portion of such party's interest in any such M/C Stockholder Permitted Transferee. In the Securitiesevent that the Board of Directors consents to any Transfer of Securities by a Principal Stockholder (for purposes of this Agreement, or any beneficial interest therein, unless the term "Principal Stockholder" shall have the same meaning as ascribed to such term in the Second Amended and until the transferee thereof has agreed in writing for the benefit Restated November 1998 Stockholders' Agreement) pursuant to Section 3.1(a) of the Company Second Amended and Restated November 1998 Stockholders' Agreement upon the written request of such Principal Stockholder (the "Transferring Principal Stockholder") during the period commencing on January 1, 2000 and ending on the Expiration Date and except as otherwise provided in Section 3.1(b) and Section 3.2 of this Agreement, the M/C Stockholders shall, notwithstanding the provisions of this Section 3.1(a), have the right to take and hold Transfer a percentage of the total number of Securities beneficially owned by the M/C Stockholders equal to the percentage of the total number of Securities beneficially owned by the Transferring Principal Stockholder that the Board of Directors has consented may be Transferred by such Transferring Principal Stockholder. In the event the Board of Directors consents to any Transfer of Securities subject toby the M/C Stockholders pursuant to this Section 3.1(a) upon the written request of the M/C Stockholders (the "Transferring M/C Stockholders"), and except as otherwise provided in Section 3.1(b) and Section 3.2 of the Second Amended and Restated November 1998 Stockholders' Agreement, each Principal Stockholder shall, notwithstanding the provisions of Section 3.1(a) of the Second Amended and Restated November 1998 Stockholders' Agreement, have the right to be bound by, Transfer a percentage of the terms and conditions set forth in this Warrant total number of Securities beneficially owned by such Principal Stockholder equal 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 percentage of the manner and circumstances total number of Securities beneficially owned by the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, in substantially the form of Exhibit A-1 hereto, Transferring M/C Stockholders that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as Board of Directors has consented 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 such Securities under the Securities Act, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered Transferred by such Holder to the Company. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstancesTransferring M/C Stockholders.

Restrictions on Transfers. (a) Subject to the permitted transfers set out in Section 5(b) below, this Warrant may not be transferred or assigned, in whole or in part, without the Company’s prior written consent (which 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”) 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 the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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, and7.1(c): (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition Founding Shareholder agrees that, without the prior written consent of the Preferred Majority, it shall not (and such disposition is made in accordance with such registration statementshall procure that each Management Member shall not), ordirectly or indirectly, Dispose of any of its/their Shares or any shares of other Group Companies within forty-eight (48) months after the date hereof; and (ii) (A) such Holder shall have given each Investor agrees that, without the prior written notice consent of the Founding 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 the date hereof. In the case that any Share is held by its ultimate beneficial owner through one or more levels of holding companies, any transfer, repurchase, or new issuance of the shares of such holding companies or similar transactions that have the effect of changing the beneficial ownership of such Share shall be deemed as an indirect transfer of such Share. (b) 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 Company 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 Holder’s intention Permitted Transferee agrees in writing to make such disposition and shall have furnished the Company with a detailed description be bound by this Agreement in place of the manner relevant transferor by executing an Adherence Agreement as provided in Section 5.4 and circumstances 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 proposed dispositionobligations set out under this Agreement); (ii) any bona fide transfer by a limited partner of an Investor of its partnership interest expressly permitted under the applicable limited partnership agreement, or change of control of any limited partner of an Investor (B) provided that in each case, the transferee shall have confirmed pursuant to any such transfer or change of control is not a Competitor); or (iii) any transfer of the equity interest or partnership interests in the Management Shareholder among shareholders thereof (as of the date of this Agreement). (d) Notwithstanding anything to the satisfaction contrary in the Transaction Documents or elsewhere, each Investor agrees that, without the prior written consent of the Company in writingFounding Shareholder, in substantially the form of Exhibit A-1 hereto, that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resaleit shall not, and shall have confirmed such other matters related thereto as may be reasonably requested by the Companyprocure its transferee not to, 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 such Securities transfer or sell any Share or any rights/interests under the Securities Act, whereupon such Holder shall be entitled Transaction Documents held by it to transfer such Securities in accordance with the terms any Competitor of the notice delivered by such Holder to the Company. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstancesGroup Companies.

Restrictions on Transfers. Subject to Section 5(b(a) belowNotwithstanding the other provisions of this Article IV, this Warrant may not no transfer of any Partnership Interests shall be transferred made if such transfer would (i) violate the then-applicable federal or assignedstate securities laws or rules and regulations of the Commission, any state securities commission or any 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 formation; (iii) create, in whole the discretion of the General Partner, more than an insignificant risk that the Partnership will be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes; or (iv) result in parta termination of the Partnership under Code Section 708 unless, without prior to such transfer, the Companytransferring Partner agrees to indemnify the Partnership and the other Partners for any adverse tax consequences caused as a result of such termination. 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, including by requiring the General Partner’s prior written consent for any transfer (which consent may be withheld in the discretion of the General Partner), if it receives written advice of counsel that such restrictions are necessary or advisable to (i) avoid a significant risk of the 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 Limited Partner Interests (or any class or classes thereof). The General Partner may impose such restrictions by amending this Agreement. Notwithstanding the foregoing, any restriction imposed by the General Partner under this Section 4.7(b) shall be made at the direction of the Manager pursuant to the Management Services Agreement for so long as the Management Services Agreement remains in effect; provided, however, that any such restriction shall not be unreasonably withheld), and imposed with respect to any attempt by class of Units if it would materially adversely affect the Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without Unitholders of 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”) 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 the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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, andclass. (ic) there is then Each certificate or book entry evidencing Partnership Interests shall bear a conspicuous legend in effect a registration statement under substantially the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statementfollowing form: THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF NEXTERA ENERGY OPERATING PARTNERS, or LP THAT THIS SECURITY MAY NOT BE TRANSFERRED IF SUCH TRANSFER (iiAS DEFINED IN THE PARTNERSHIP AGREEMENT) WOULD (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 manner and circumstances of the proposed dispositionVIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) the transferee shall have confirmed to the satisfaction of the Company in writingTERMINATE THE EXISTENCE OR QUALIFICATION OF NEXTERA ENERGY OPERATING PARTNERS, in substantially the form of Exhibit A-1 heretoLP UNDER THE LAWS OF THE STATE OF DELAWARE, that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the CompanyCAUSE NEXTERA ENERGY OPERATING PARTNERS, such Holder shall have furnished the CompanyLP TO BE TREATED AS AN ASSOCIATION TAXABLE AS A CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES, at the Holder’s expenseOR (D) RESULT IN A TERMINATION OF THE PARTNERSHIP UNDER INTERNAL REVENUE CODE OF 1986, with evidence satisfactory to the Company that such disposition will not require registration of such Securities under the Securities ActAS AMENDED, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by such Holder to the CompanySECTION 708 UNLESS, PRIOR TO SUCH TRANSFER, THE TRANSFERRING PARTNER AGREES TO INDEMNIFY THE PARTNERSHIP AND THE OTHER PARTNERS FOR ANY ADVERSE TAX CONSEQUENCES CAUSED AS A RESULT OF SUCH TERMINATION. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstancesTHE GENERAL PARTNER OF NEXTERA ENERGY OPERATING PARTNERS, LP MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT RECEIVES AN OPINION OF COUNSEL THAT SUCH RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF NEXTERA ENERGY OPERATING PARTNERS, LP BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES. THIS SECURITY MAY BE SUBJECT TO ADDITIONAL RESTRICTIONS ON ITS TRANSFER PROVIDED IN THE PARTNERSHIP AGREEMENT. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS SECURITY TO THE SECRETARY OF THE GENERAL PARTNER AT THE PRINCIPAL OFFICE OF THE PARTNERSHIP.

Restrictions on Transfers. Subject to Section 5(b) belowDuring the term of this Agreement, this Warrant may not be transferred no Stockholder, either directly or assignedindirectly, in whole shall transfer, assign, encumber, alienate or in partany way grant any right or interest in any of the Shares of the Corporation now owned or hereafter acquired by any Stockholder, except as permitted by this Agreement or by the consent of all of the parties hereto. Without limiting the foregoing (and in addition to any other restrictions and rights of first refusal contained herein), no Stockholder shall be permitted, without the Company’s prior written consent of the holders of at least eighty percent (which shall not be unreasonably withheld)80%) of the Shares, 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”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any interest therein, whether by gift, sale, assignment, pledge, encumbrance or otherwise (including any involuntary transfer), pledge or other disposition if the effect of all or any portion such transfer would be to terminate the Subchapter S status of the SecuritiesCorporation. The Corporation may require that any Stockholder provide to the Corporation, before the Corporation is required to recognize or effect any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit proposed transfer of any of the Company to take and hold such Securities subject toShares, 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 a written statement (A) regarding the identity of the proposed transferee sufficient to satisfy the Corporation that the transferee is then not an ineligible S corporation shareholder and (B) stating that the proposed transfer does not result in effect a registration statement under an excessive number of shareholders of the Securities Act covering Corporation such proposed disposition as would result in disqualification or termination of the Subchapter S status of the Corporation, and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior a written notice opinion of the transferring Stockholder's counsel, in form and substance reasonably satisfactory to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, in substantially the form of Exhibit A-1 heretoCorporation's counsel, that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Companyproposed transferee is not, and (Cbut for a change in the Code or the residency status of a resident alien transferee) if requested by could never become, an ineligible S corporation shareholder. Notwithstanding the Companyforegoing, 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 such Securities under the Securities Act, whereupon such Holder Stockholders shall be entitled permitted to make transfers to grantor trusts, children and spouses, provided the effect of any such transfer such Securities in accordance with would not be to terminate the terms Subchapter S status of the notice delivered by such Holder to the Company. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstancesCorporation.

Restrictions on Transfers. Subject to Except for the permitted transfers set forth in Section 5(b) below), this Warrant may not be transferred or assigned, assigned in whole or in part, part without the Company’s prior written consent (which 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”) must be in compliance with all applicable federal and state securities laws. The Except for the permitted transfers set forth in Section 5(b), the Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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 HolderXxxxxx’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in substantially the form of Exhibit A-1 heretoA-1, that the Securities are being acquired (1i) solely for the transferee’s own account and not as a nominee for any other party, (2ii) for investment and (3iii) not with a view toward distribution or resale, and 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 an opinion of counsel, reasonably satisfactory to the Company 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 the terms of the notice delivered by such the Holder to the Company. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act 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 Absent the Company’s prior written consent (which 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 Board, no Holder shall Transfer any Shares (the “Securities”) 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 the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of Person nor shall the Company issue, sell or otherwise Transfer any Shares 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 any Person: (i) there is then in effect a registration statement under the Securities Act covering if such proposed disposition and such disposition is made in accordance with such registration statementTransfer, or (ii) issuance or sale would, if effected, (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 manner and circumstances of the proposed dispositionviolate any applicable securities or other laws, (B) unless the Shares are registered pursuant to Section 12(b) or 12(g) of the Exchange Act, result in the Company having Holders of record exceeding in number either (x) 2,000 or (y) 500 or more Persons who are not Accredited Investors or (C) limit, impair or eliminate the Company’s net operating losses; (ii) if the transferee shall have confirmed or the Person being issued or sold the Shares is determined by the Board, in its good faith judgment, to the satisfaction be a competitor, customer or supplier of the Company or any Subsidiary and such Transfer would be adverse to the Company and its Subsidiaries taken as a whole; (iii) unless, except as otherwise set forth in writingSection 2.1(b), the transferee or the Person to whom Shares are being issued or sold the Shares (A) is a Holder or (B) becomes a Holder by (x) executing and delivering to the Company a Joinder Agreement in substantially the form attached hereto as Exhibit A and (y) if such Person is a resident of a jurisdiction with a community or marital property system, cause his or her spouse to execute a Spousal Acknowledgement in the form attached hereto as Exhibit A-1 heretoB; and (iv) if such Transfer, issuance or sale would have adverse regulatory consequences on the Company or any Subsidiary, including (A) subjecting the Company or any Subsidiary to review or investigation conducted by the Committee on Foreign Investment in the United States; (B) requiring that the Securities are being acquired (1) solely for Company or any Subsidiary be deemed to be operating under foreign ownership, control or influence within the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by meaning of the Company, and National Industrial Security Program Operating Manual; (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense, with evidence satisfactory to creating an actual or potential organizational conflict of interest that cannot be mitigated; or (D) subjecting the Company that such disposition will not require registration of such Securities under the Securities Act, whereupon such Holder shall be entitled or any Subsidiary to transfer such Securities in accordance suspension or debarment from receiving contracts with the terms of the notice delivered by such Holder to the Company. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstancesUnited States.

Restrictions on Transfers. Subject to Section 5(bShareholder agrees and understands that: (a) below, he shall be bound by the restrictions on transfers of his Shares which are described in this Warrant paragraph or are otherwise applicable under federal or state securities laws; (b) such Shares may not be transferred or sold, assigned, in whole transferred, encumbered or in part, without any manner disposed of in the Company’s prior written consent (which 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 absence of this Warrant or the Shares or the shares of Common Stock issuable upon conversion of the Shares (the “Securities”) 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 the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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 an effective 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 manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, in substantially the form of Exhibit A-1 hereto, that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and 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 such Securities Shares filed under the Securities Act, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by such Holder to the Company. The Company agrees that it will not require (ii) an opinion of qualified counsel, which opinion and counsel for a transfer pursuant are reasonably satisfactory to Rule 144 of Company, that such registration under the Securities Act except is not required, or (iii) other evidence satisfactory to Company that such registration is not required.; and (c) each certificate representing her Shares will initially bear a legend substantially in unusual circumstancesthe following form, which Shareholder agrees to abide by: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THESE SHARES MAY NOT BE NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING THE SHARES FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (2) AN OPINION OF QUALIFIED COUNSEL, WHICH OPINION AND COUNSEL ARE SATISFACTORY TO THE CORPORATION, THAT SUCH REGISTRATION UNDER THAT ACT IS NOT REQUIRED, OR (3) OTHER EVIDENCE SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. Shareholder agrees that stop transfer instructions prohibiting transfers of his Shares in violation of such legend and this Section 1.6 may be filed in Company's records or issued to Company's transfer agent as a means of preventing the sale or disposition of his Shares in violation of the restrictions and legends set forth in this Agreement and that any transfer of Shares causing such a violation shall be void.

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 (which 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”) 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 the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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 reasonable detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed made the representations set forth in Section 10 with respect to the satisfaction of the Company in writing, in substantially the form of Exhibit A-1 hereto, that the Securities are being acquired (1) solely for the transferee’s own account and not itself as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, Holder 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, whereupon such Holder shall be entitled Act or (ii) a legal opinion to the effect that the transfer of such Securities may be effected in accordance compliance with the terms of the notice delivered Securities Act. Notwithstanding the foregoing, compliance with clauses (B) and (C) above shall not be required for any transfer in compliance with Rule 144 and compliance with clause (C) above shall not be required for any transfer by such the Holder to any affiliate of the Company. The Company agrees that it will not require an opinion Holder (or any fund or partnership under common control with one of counsel for more general partners or managing members of, or shares the same management company with, the Holder) or a transfer pursuant by the Holder to Rule 144 any of the Securities Act except in unusual circumstancesHolder’s partners, members or other equity owners, or retired partners, members or other equity owners or the estate of any partners, members or other equity owners or retired partners, members or other equity owners.

Restrictions on Transfers. Subject to Section 5(b) below, this Warrant may not be transferred or assigned, in whole or in part, without Regardless of whether the Company’s prior written consent (which shall not be unreasonably withheld), offering 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 sale of this Warrant or the Shares or the shares of Common Stock issuable upon conversion of the Shares (the “Securities”) 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 the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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 acquired 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 Plan 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 manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, in substantially the form of Exhibit A-1 hereto, that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and 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 such Securities been registered under the Securities Act, whereupon or have been registered or qualified under the securities laws of any state, the Corporation may impose restrictions upon the sale, pledge or other transfer of such Holder shall be entitled shares of Stock (including the placement of appropriate legends on stock certificates) if, in the judgment of the Corporation and its counsel, such restrictions are necessary or desirable in order to transfer such Securities in accordance achieve compliance with the terms of the notice delivered by such Holder to the Company. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 provisions of the Securities Act, the securities laws of any state or any other law. In the event that the delivery of shares of Stock under the Plan is not registered under the Securities Act except in unusual circumstancesbut an exemption is available which requires an investment representation or other representation, the Participant represents and agrees that the shares of Stock that may be acquired pursuant to this Award shall be acquired for investment, and not with a view to the sale or distribution thereof. Stock certificates evidencing shares of Stock acquired under the Plan pursuant to an unregistered transaction shall bear the following or a similar restrictive legend as required or deemed advisable under the provisions of any applicable law: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (`SECURITIES ACT'). ANY TRANSFER OF SUCH SECURITIES WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT AS TO SUCH TRANSFER OR IN THE OPINION OF COUNSEL FOR THE ISSUER SUCH REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE SECURITIES ACT."

Restrictions on Transfers. Subject to Section 5(b) below, this This Warrant may not be transferred or assigned, assigned in whole or in part, part without the Company’s prior written consent (which shall not be unreasonably withheld)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; provided, however, that the Holder may assign the Warrant to an Affiliate (as defined in the Purchase Agreement) of the Holder without the prior written consent of the Company. Any transfer of this Warrant or the Shares or the shares of Common Stock issuable upon conversion of the Shares exercise hereof (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge transfer or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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) If there is then in effect a registration statement under the Securities Act covering such proposed disposition and disposition, 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 HolderXxxxxx’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in substantially the form of Exhibit A-1 heretoA-1, that the Securities are being acquired (1i) solely for the transferee’s own account and not as a nominee for any other party, (2ii) for investment and (3iii) not with a view toward distribution or resale, and 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 (i) an opinion of counsel, reasonably satisfactory to the Company Company, to the effect that such disposition will not require registration of such Securities under the Securities ActAct or (ii) a “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 the terms of the notice delivered by such the Holder to the Company. The Company agrees that it will not require an opinion Notwithstanding anything to the contrary herein, if the Securities are sold, assigned, transferred or otherwise disposed of counsel for a transfer (i) pursuant to an effective registration statement under the Securities Act, or (ii) in a public sale in accordance with Rule 144 under the Securities Act, none of the Securities Act except in unusual circumstancestransfer restrictions herein shall apply.

Restrictions on Transfers. Subject to Section 5(b) below), this Warrant may not be transferred or assigned, assigned in whole or in part, part without the Company’s prior written consent (which shall not be unreasonably withheldwithheld or delayed), 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 common stock issuable upon conversion of the Shares (the “Securities”) 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 the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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 manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in substantially the form of Exhibit A-1 heretoA-1, that the Securities are being acquired (1i) solely for the transferee’s own account and not as a nominee for any other party, (2ii) for investment and (3iii) not with a view toward distribution or resaleresale in violation of the Securities Act or applicable state securities laws, and 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 (i) an opinion of counsel, reasonably satisfactory to the Company Company, to the effect that such disposition will not require registration of such Securities under the Securities ActAct or (ii) a “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 the terms of the notice delivered by such the Holder to the Company. The It is agreed that the Company agrees that it will not require an opinion opinions of counsel for a transfer transactions made pursuant to Rule 144 of the Securities Act 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 (which 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”) 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 the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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, andand either: (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 HolderXxxxxx’s intention to make such disposition and shall have furnished the Company with a reasonable detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed made the representations set forth in Section 10 with respect to the satisfaction of the Company in writing, in substantially the form of Exhibit A-1 hereto, that the Securities are being acquired (1) solely for the transferee’s own account and not itself as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, Holder 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, whereupon such Holder shall be entitled Act or (ii) a legal opinion to the effect that the transfer of such Securities may be effected in accordance compliance with the terms of the notice delivered Securities Act. Notwithstanding the foregoing, compliance with clauses (B) and (C) above shall not be required for any transfer in compliance with Rule 144 and compliance with clause (C) above shall not be required for any transfer by such the Holder to any affiliate of the Company. The Company agrees that it will not require an opinion Holder (or any fund or partnership under common control with one of counsel for more general partners or managing members of, or shares the same management company with, the Holder) or a transfer pursuant by the Holder to Rule 144 any of the Securities Act except in unusual circumstancesHolder’s partners, members or other equity owners, or retired partners, members or other equity owners or the estate of any partners, members or other equity owners or retired partners, members or other equity owners.

Restrictions on Transfers. Subject With respect to Section 5(b) below, any transfer or assignment of this Warrant may not be transferred or assigned, (in whole or in part) that qualifies as a Permitted Transfer (as defined in Section 5(b) below), such transfer or assignment may be made without the Company’s prior written consent consent. With respect to any transfer or assignment of this Warrant (in whole or in part) that does not qualify as a Permitted Transfer, such transfer or assignment shall require the Company’s prior written consent, which shall not be unreasonably withheld), delayed or conditioned, 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 common stock issuable upon conversion of the Shares (the “Securities”) 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 the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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 manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in substantially the form of Exhibit A-1 heretoA-1, that the Securities are being acquired (1i) solely for the transferee’s own account and not as a nominee for any other party, (2ii) for investment and (3iii) not with a view toward distribution or resale, and 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 HolderCompany’s expense, with (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities ActAct or (ii) a “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 the terms of the notice delivered by such the Holder to the Company. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstances.

Restrictions on Transfers. Subject to Section 5(b(a) belowNotwithstanding the other provisions of this Article IV, this Warrant may not no transfer of any Partnership Interests shall be transferred made if such transfer would (i) violate the then-applicable federal or assignedstate securities laws or rules and regulations of the Commission, any state securities commission or any 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 formation; (iii) create, in whole the discretion of the General Partner, more than an insignificant risk that the Partnership will be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes; or (iv) result in parta termination of the Partnership under Code Section 708 unless, without prior to such transfer, the Companytransferring Partner agrees to indemnify the Partnership and the other Partners for any adverse tax consequences caused as a result of such termination. 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, including by requiring the General Partner’s prior written consent for any transfer (which consent may be withheld in the discretion of the General Partner), if it receives written advice of counsel that such restrictions are necessary or advisable to (i) avoid a significant risk of the 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 Limited Partner Interests (or any class or classes thereof). The General Partner may impose such restrictions by amending this Agreement. Notwithstanding the foregoing, any restriction imposed by the General Partner under this Section 4.7(b) shall be made at the direction of the Manager pursuant to the Management Services Agreement for so long as the Management Services Agreement remains in effect; provided, however, that any such restriction shall not be unreasonably withheld), and imposed with respect to any attempt by class of Units if it would materially adversely affect the Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without Unitholders of 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”) 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 the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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, andclass. (ic) there is then Each certificate or book entry evidencing Partnership Interests shall bear a conspicuous legend in effect a registration statement under substantially the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statementfollowing form: THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF NEXTERA ENERGY OPERATING PARTNERS, or LP THAT THIS SECURITY MAY NOT BE TRANSFERRED IF SUCH TRANSFER (iiAS DEFINED IN THE PARTNERSHIP AGREEMENT) WOULD (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 manner and circumstances of the proposed dispositionVIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) the transferee shall have confirmed to the satisfaction of the Company in writingTERMINATE THE EXISTENCE OR QUALIFICATION OF NEXTERA ENERGY OPERATING PARTNERS, in substantially the form of Exhibit A-1 heretoLP UNDER THE LAWS OF THE STATE OF DELAWARE, that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the CompanyCAUSE NEXTERA ENERGY OPERATING PARTNERS, such Holder shall have furnished the CompanyLP TO BE TREATED AS AN ASSOCIATION TAXABLE AS A CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES, at the Holder’s expenseOR (D) RESULT IN A TERMINATION OF THE PARTNERSHIP UNDER INTERNAL REVENUE CODE OF 1986, with evidence satisfactory to the Company that such disposition will not require registration of such Securities under the Securities ActAS AMENDED, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by such Holder to the CompanySECTION 708 UNLESS, PRIOR TO SUCH TRANSFER, THE TRANSFERRING PARTNER AGREES TO INDEMNIFY THE PARTNERSHIP AND THE OTHER PARTNERS FOR ANY ADVERSE TAX CONSEQUENCES CAUSED AS A RESULT OF SUCH TERMINATION. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstancesTHE GENERAL PARTNER OF NEXTERA ENERGY OPERATING PARTNERS, LP MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT RECEIVES AN OPINION OF COUNSEL THAT SUCH RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF NEXTERA ENERGY OPERATING PARTNERS, LP BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR 927933.17-WILSR01A - MSW FEDERAL INCOME TAX PURPOSES. THIS SECURITY MAY BE SUBJECT TO ADDITIONAL RESTRICTIONS ON ITS TRANSFER PROVIDED IN THE PARTNERSHIP AGREEMENT. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS SECURITY TO THE SECRETARY OF THE GENERAL PARTNER AT THE PRINCIPAL OFFICE OF THE PARTNERSHIP.

Restrictions on Transfers. Subject to Section 5(b(a) below, this Warrant may not be transferred or assigned, in whole or in part, without Notwithstanding the Company’s prior written consent (which 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 other provisions of this Warrant Article IV or anything to the Shares or the shares of Common Stock issuable upon conversion of the Shares (the “Securities”) 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 the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth contrary elsewhere in this Warrant to the same extent as if the transferee were the original Holder hereunderAgreement, and (i) there is then in effect a registration statement under the Securities Act covering no transfer of any Partnership Interests shall be made if such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) transfer would (A) such Holder shall have given prior written notice to violate the Company of such Holder’s intention to make such disposition then applicable federal or state securities laws or rules and shall have furnished the Company with a detailed description regulations of the manner and circumstances of the proposed dispositionCommission, any state securities commission or any other governmental authority with jurisdiction over such transfer, (B) terminate the transferee shall have confirmed existence or qualification of the Partnership under the laws of the jurisdiction of its formation, or (C) cause the 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 satisfaction extent not already so treated or taxed) and (ii) no transfer of any Restricted Security shall be made without the prior written consent of the Company General Partner, unless such transfer is made pursuant to, and in writingcompliance with, the provisions of Article XV. (b) The General Partner may impose additional restrictions on the transfer of Partnership Interests if it determines that such restrictions are necessary to avoid a significant risk of the Partnership becoming taxable as a corporation or otherwise becoming taxable as an entity for federal income tax purposes. The General Partner may impose such restrictions by amending this Agreement. (c) Each certificate evidencing Partnership Interests shall bear a conspicuous legend in substantially the following form of Exhibit A-1 heretoor such other form as the General Partner may determine: THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF DCP MIDSTREAM, that the Securities are being acquired LP THAT THIS SECURITY MAY NOT BE SOLD, OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IF SUCH TRANSFER WOULD (1A) solely for the transferee’s own account and not as a nominee for any other partyVIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (2B) for investment and (3) not with a view toward distribution or resaleTERMINATE THE EXISTENCE OR QUALIFICATION OF DCP MIDSTREAM, and shall have confirmed such other matters related thereto as may be reasonably requested by the CompanyLP UNDER THE LAWS OF THE STATE OF DELAWARE, and OR (C) if requested by the CompanyCAUSE DCP MIDSTREAM, such Holder shall have furnished the CompanyLP 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). DCP MIDSTREAM GP, at the Holder’s expenseLP, with evidence satisfactory to the Company that such disposition will not require registration of such Securities under the Securities ActTHE GENERAL PARTNER OF DCP MIDSTREAM, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by such Holder to the Company. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstancesLP, MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT DETERMINES THAT SUCH RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF DCP MIDSTREAM, LP BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES.

Restrictions on Transfers. Subject In addition to the restrictions applicable to this Warrant set forth in Section 1.15 of the Amended and Restated Investors’ Rights Agreement dated as of December 22, 2005, as amended, and subject to Section 5(b) belowhereof, this Warrant may not be transferred or assigned, assigned in whole or in part, part without the Company’s prior written consent (which 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 common stock issuable upon conversion of the Shares (together, the “Securities”) 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 the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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 manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in substantially the form of Exhibit A-1 heretoA-1, that the Securities are being acquired (1i) solely for the transferee’s own account and not as a nominee for any other party, (2ii) for investment and (3iii) not with a view toward distribution or resale, and 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 (i) an opinion of counsel, reasonably satisfactory to the Company Company, to the effect that such disposition will not require registration of such Securities under the Securities ActAct or (ii) a “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 the terms of the notice delivered by such the Holder to the Company. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstances.

Restrictions on Transfers. Subject to Section 5(b) below), this Warrant may not be transferred or assigned, assigned in whole or in part, part without the Company’s prior written consent (which shall not be unreasonably withheld), except pursuant to a Permitted Transfer (as defined below), 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 Warrant, the Units or the Shares or the shares of Common Stock issuable upon conversion of the Shares Pubco’s Class A common stock (the “Securities”) 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 the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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 manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in substantially the form of Exhibit A-1 heretoA-1, that the Securities are being acquired (1i) solely for the transferee’s own account and not as a nominee for any other party, (2ii) for investment and (3iii) not with a view toward distribution or resale, and 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 ActAct or (ii) an opinion of counsel, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by such Holder reasonably satisfactory to the Company. The Company agrees , to the effect that it such disposition will not require an opinion registration of counsel such Securities under the Securities Act. Notwithstanding the foregoing, compliance with clauses (B) and (C) above shall not be required for a any transfer pursuant to in compliance with Rule 144 of the Securities Act except in unusual circumstancesand compliance with clause (C) above shall not be required for any Permitted Transfer.

Restrictions on Transfers. Subject to Section 5(b(a) below, this Warrant The Company may not be transferred or assigned, in whole or in part, without impose restrictions on the Company’s prior written consent (which 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 Member Interests if it receives an Opinion of Counsel providing that such restrictions are necessary to avoid a significant risk of any Group Member becoming taxable as a corporation or the Shares or the shares of Common Stock issuable upon conversion of the Shares (the “Securities”) must be in compliance with all applicable otherwise becoming taxable as an entity for federal and state securities lawsincome tax purposes. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition Board of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold Directors may impose such Securities subject to, and to be bound by, the terms and conditions set forth in restrictions by amending 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 Agreement in accordance with Article XI; provided, however, that any amendment that would result in the delisting or suspension of trading of any class of Member Interests on the principal National Securities Exchange on which such registration statementclass of Member Interests is then traded must be approved, orprior to such amendment being effected, by the holders of at least a majority of the Outstanding Member Interests of such class. The transfer of a Class B Unit that has converted into a Common Unit shall be subject to the restrictions imposed by Section 5.9(b). (iib) Nothing contained in this Article IV, or elsewhere in this Agreement, shall preclude the settlement of any transactions involving Member Interests entered into through the facilities of any National Securities Exchange on which such Member Interests are listed for trading. (c) In the event any Member Interest other than Preferred Units is evidenced in certificated form, each Certificate evidencing Member Interests shall bear a conspicuous legend in substantially the following form: THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF VANGUARD NATURAL RESOURCES, LLC THAT THIS SECURITY MAY NOT BE SOLD, OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IF SUCH TRANSFER WOULD (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 manner and circumstances of the proposed dispositionVIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) the transferee shall have confirmed to the satisfaction of the Company in writingTERMINATE THE EXISTENCE OR QUALIFICATION OF VANGUARD NATURAL RESOURCES, in substantially the form of Exhibit A-1 heretoLLC UNDER THE LAWS OF THE STATE OF DELAWARE, that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the CompanyCAUSE VANGUARD NATURAL RESOURCES, such Holder shall have furnished the CompanyLLC 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) OR (D) VIOLATE THE TERMS AND CONDITIONS OF THE FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VANGUARD NATURAL RESOURCES, at the Holder’s expenseLLC, with evidence satisfactory to the Company that such disposition will not require registration of such Securities under the Securities ActDATED MARCH 11, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by such Holder to the Company2014, AS THE SAME MAY BE AMENDED FROM TIME TO TIME. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstancesVANGUARD NATURAL RESOURCES, LLC MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT RECEIVES AN OPINION OF COUNSEL THAT SUCH RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF VANGUARD NATURAL RESOURCES, LLC BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES. THE RESTRICTIONS SET FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS LISTED OR ADMITTED TO TRADING.

Restrictions on Transfers. Subject to Section 5(b) below, this This Warrant may not be transferred or assigned, assigned in whole or in part, part without the Company’s prior written consent (which 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”) 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 the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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 HolderXxxxxx’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in substantially the form of Exhibit A-1 heretoA-1, that the Securities are being acquired (1i) solely for the transferee’s own account and not as a nominee for any other party, (2ii) for investment and (3iii) not with a view toward distribution or resale, and 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 (i) an opinion of counsel, reasonably satisfactory to the Company 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 the terms of the notice delivered by such the Holder to the Company. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstances.

Restrictions on Transfers. Subject to Except as provided in Section 5(b) below), this Warrant may not be transferred transferred, assigned or assigned, in whole or in part, without hypothecated for a period of six (6) months following the Company’s prior written consent (which shall not be unreasonably withheld), and any attempt by the Holder to transfer or assign any rights, duties or obligations that arise under date of issuance of this Warrant without such permission shall be voidWarrant. Any transfer of this Warrant or the Shares or the shares of Common Stock issuable upon conversion of the Shares (the “Securities”) 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 the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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, and3 (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 HolderXxxxxx’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in substantially the form of Exhibit A-1 heretoC, that the Securities are being acquired (1i) solely for the transferee’s own account and not as a nominee for any other party, (2ii) for investment and (3iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, including that the transferee is in compliance with all applicable laws and (C) if requested by the Company, such Holder shall have furnished the CompanyCompany with (i) an opinion of counsel, at the Holder’s expense, with evidence reasonably satisfactory to the Company Company, to the effect that such disposition will not require registration of such Securities under the Securities ActAct or (ii) a “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 enforcement action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by such the Holder to the Company. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act 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 (which shall not be unreasonably withheld), and any attempt by the ‌ 4.1.1 Each 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 permitted to Transfer any shares of Common Stock issuable upon conversion of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any saleheld by such Holder; provided, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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 that (i) there is then in effect a registration statement under such Transfer must comply with this Article 4 and the other provisions of this Agreement and the Certificate of Incorporation and (ii) such Transfer must comply with the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statementall applicable state securities or “blue sky” laws, or and (ii) (Aiii) such Holder shall have given prior provides written notice to the Company no less than two (2) Business Days prior to any Transfer of such Holder’s its intention to make such disposition Transfer shares of Common Stock, which notice shall state the name and shall have furnished the Company with a detailed description of the manner and circumstances address of the proposed dispositionTransferee, (B) the transferee shall have confirmed number of shares Common Stock proposed to be Transferred to the satisfaction proposed Transferee and the proposed closing date of such Transfer. 4.1.2 Except as specifically contemplated hereby, no Holder shall grant any proxy or enter into or agree to be bound by any voting trust with respect to any shares of Common Stock, nor enter into any stockholder agreements or arrangements of any kind with any Person with respect to any shares of Common Stock inconsistent with the provisions of this Agreement (whether or not such agreements and arrangements are with other Holders or holders of shares of Common Stock who are not parties to this Agreement), including agreements or arrangements with respect to the acquisition, disposition or voting of shares of Common Stock, nor shall any Holder act, for any reason, as a member of a “group” (as determined under Section 13(d)(3) of the Exchange Act) or in concert with any other Persons in connection with the acquisition, disposition or voting of shares of Common Stock in any manner which is inconsistent with the provisions of this Agreement. 4.1.3 Notwithstanding anything in this Agreement to the contrary, no Holder shall Transfer any Equity Securities of the Company in writing, in substantially the form of Exhibit A-1 hereto, that the Securities are being acquired (1) solely for the transferee’s own account and not as to a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and 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 such Securities under the Securities Act, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by such Holder to the Company. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstancesCompetitor.

Restrictions on Transfers. Subject to Section 5(b) below, this This Warrant may not be transferred or assigned, in whole or in part, without the Company’s prior written consent (which shall not be unreasonably withheld), of the Company and any attempt by the Company agrees to reasonably cooperate with the Holder to in effecting any transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be voidrequested by it. Any transfer of this Warrant or the Shares or the shares of Common Stock issuable upon conversion of the Shares (the “Securities”) 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 the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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 HolderXxxxxx’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, in substantially the form of Exhibit A-1 hereto, writing that the Securities are being acquired (1i) solely for the transferee’s own account and not as a nominee for any other party, (2ii) for investment and (3iii) not with a view toward distribution or resale, and 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 CompanyCompany with (i) an opinion of counsel, at the Holder’s expense, with evidence reasonably satisfactory to the Company Company, to the effect that such disposition will not require registration of such Securities under the Securities ActAct or (ii) a “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 the terms of the notice delivered by such the Holder to the Company. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstances.

Restrictions on Transfers. Subject (a) Except as otherwise permitted by this Section 4, each Warrant (including each Warrant issued upon the transfer of any Warrant) and all Warrant Shares shall be stamped or otherwise imprinted with legends in substantially the following form (with appropriate conforming modifications in the case of the legend appearing on any certificate representing Warrant Shares): "THIS WARRANT AND THE WARRANT SHARES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND SUCH SHARES, MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT. THIS WARRANT IS ALSO SUBJECT TO TRANSFER RESTRICTIONS SET FORTH IN A WARRANT AGREEMENT, DATED AS OF MARCH 22, 2002, AMONG THE COMPANY AND THE OTHER PARTIES REFERRED TO THEREIN (THE "WARRANT AGREEMENT"). THIS WARRANT MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THE WARRANT AGREEMENT." (b) Prior to Section 5(b) belowany transfer or attempted transfer of any Warrants, this Warrant may not be transferred or assigned, in whole or in part, without the Company’s prior written consent (which 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 of such permission Warrants shall be void. Any transfer of this Warrant or the Shares or the shares of Common Stock issuable upon conversion of the Shares give fifteen (the “Securities”15) 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 the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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 calendar days' prior written notice (a "TRANSFER NOTICE") to the Company of such Holder’s 's intention to make effect such disposition and shall have furnished the Company with a detailed description of transfer, describing the manner and circumstances of the proposed dispositiontransfer, (B) the transferee shall have confirmed to the satisfaction of the Company in writingand, in substantially the form of Exhibit A-1 hereto, that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be if reasonably requested by the Company, and (C) if requested by obtain from counsel to such Holder who shall be reasonably satisfactory to the Company, such Holder shall have furnished an opinion that the Company, at the Holder’s expense, with evidence satisfactory to the Company that such disposition will not require registration proposed transfer of such Securities Warrants may be effected without registration under the Securities Act. After receipt of the Transfer Notice and, whereupon if so requested, the opinion, the Company shall, within ten (10) calendar days thereof, notify the Holder of such Warrants that it may effect such transfer and such Holder shall thereupon be entitled to transfer such Securities Warrants, in accordance with the terms of the notice delivered by Transfer Notice. Each Warrant issued upon such Holder transfer shall bear the restrictive legends set forth above, unless, with respect to the Companyfirst legend above, in the opinion of such counsel such legend is not required in order to ensure compliance with the Securities Act. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 Holder of the Securities Act except in unusual circumstancesWarrants giving the Transfer Notice shall not be entitled to transfer such Warrants until receipt of notice from the Company under this Section 4 that such transfer is permissible.

Restrictions on Transfers. Subject to Except as set forth in Section 5(b) below), this Warrant may not be transferred or assigned, assigned in whole or in part, part without the Company’s prior written consent (which shall not be unreasonably withheld)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 or the shares of Common Stock issuable upon conversion of the Shares (the “Warrant Securities”) 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 the Securities, or any beneficial interest therein, Warrant Securities unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Warrant 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 statementstatement (or such proposed disposition is exempt from the registration requirements under the U.S. securities laws), or (ii) (A) such Holder shall have given prior written notice to the Company of such HolderHxxxxx’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, in substantially the form of Exhibit A-1 hereto, writing that the Warrant Securities are being acquired (1i) solely for the transferee’s own account and not as a nominee for any other party, (2ii) for investment and (3iii) not with a view toward distribution or resale, and 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 (i) an opinion of counsel or other evidence, reasonably satisfactory to the Company Company, to the effect that such disposition will not require registration of such Warrant Securities under the Securities ActAct or (ii) a “no action” letter from the SEC to the effect that the transfer of such Warrant 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 Warrant Securities in accordance with the terms of the notice delivered by such the Holder to the Company. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act 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 (which 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”) 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 the Securitiesany Security, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities Security 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 sale, assignment, transfer, pledge or disposition (each, a “Disposition”) and such disposition 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 Disposition and shall have furnished the Company with a detailed description description, in reasonable detail, of the manner and circumstances of the proposed dispositionDisposition, (B) the transferee shall have confirmed to the reasonable satisfaction of the Company in writing, substantially in substantially the form of Exhibit A-1 heretoA-1, that the Securities are Security is being acquired (1i) solely for the transferee’s own account and not as a nominee for any other party, (2ii) for investment and (3iii) not with a view toward toward, or for resale in connection with, a distribution or resalethereof, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the CompanyCompany within five (5) business days after the delivery of such written notice, such Holder shall have furnished the Company, at the Holder’s expense, with evidence (i) an opinion of counsel, reasonably satisfactory to the Company Company, to the effect that such disposition Disposition will not require registration of such Securities under the Securities ActAct or (ii) a “no action” letter from the Securities and Exchange Commission (or its staff) to the effect that the transfer of such Security without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that enforcement action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities Security in accordance with the terms of the notice delivered by such the Holder to the Company. The Company agrees that it will , or (iii) such Security does not require an opinion bear the legend set forth in Section 5(c) or the requirements for the removal of counsel for a transfer pursuant to Rule 144 of the Securities Act except such legend set forth in unusual circumstancesSection 5(e) have been satisfied.

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 (which 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”) 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 the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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 HolderHxxxxx’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, in substantially the form of Exhibit A-1 hereto, that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and 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 such Securities under the Securities Act, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by such Holder to the Company. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstances.

Restrictions on Transfers. Subject to Section 5(b) below), this Warrant may not be transferred or assigned, assigned in whole or in part, part without prior notice to the Company’s prior written consent (which 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 notice 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”) 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 the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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 HolderXxxxxx’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in substantially the form of Exhibit A-1 heretoA-1, that the Securities are being acquired (1i) solely for the transferee’s own account and not as a nominee for any other party, (2ii) for investment and (3iii) not with a view toward distribution or resale, and 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 CompanyCompany with (i) an opinion of counsel, at the Holder’s expense, with evidence reasonably satisfactory to the Company Company, to the effect that such disposition will not require registration of such Securities under the Securities ActAct or (ii) a “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 the terms of the notice delivered by such the Holder to the Company. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstances.

Restrictions on Transfers. Subject Notwithstanding any provision to Section 5(bthe contrary contained herein, the following restrictions shall apply to any and all proposed sales, assignments or transfers of Units and Economic Interests, and any proposed sale, assignment or transfer in violation of same shall be void ab initio: (a) below, this Warrant may not be transferred No Member shall make any transfer or assigned, in whole assignment of all or in part, any part of his Units without the Company’s prior written consent of the Manager, which consent may be withheld in the sole discretion of the Manager. (b) No Member shall make any transfer or assignment of all or any part of his Economic Interest without the prior written consent of the Manager, which consent shall not be unreasonably withheld), and . (c) No Member shall make 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”) 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 assignment of all or any portion part of his Units or Economic Interest if said transfer or assignment would, when considered with all other transfers during the Securitiessame applicable 12-month period, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit cause a termination of the 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, andfor federal or Colorado state income tax purposes. (id) 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 manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, in substantially the form of Exhibit A-1 hereto, that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and 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 such Securities under the Securities Act, whereupon such Holder No Member shall be entitled to sell, assign, transfer such Securities in accordance with the terms or convey his Units or Economic Interest to any person or entity other than a bona fide resident of the notice delivered by such Holder to the Company. The Company agrees that it will not require an opinion State of counsel Colorado for a transfer period of 9 months after the termination of the offering of Units pursuant to Rule 144 of which such Units (or the Securities Act except Units associated with such Economic Interest) were acquired. (e) Instruments evidencing Units, Economic Interest, or promissory notes shall bear and be subject to a legend condition in unusual circumstancessubstantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE COLORADO SECURITIES ACT OF 1981, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

Restrictions on Transfers. Subject to Section 5(b) below), this Warrant may not be transferred or assigned, assigned in whole or in part, part without the Company’s 's prior written consent (which 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”") 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 the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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 the Holder shall have given prior written notice to the Company of such the Holder’s 's intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed dispositiondisposition and, with respect to any transfer of this Warrant, except for those dispositions set forth in Section 5(b) below, the Company shall have provided the Holder with prior written approval of such disposition (which approval shall not be unreasonably withheld, conditioned or delayed) and (B) the transferee shall have confirmed to the satisfaction of the Company in writing, in substantially the form of Exhibit A-1 hereto, that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such other than as set forth in Section 5(b) below, the Holder shall have furnished the Company, at the Holder’s 's expense, with evidence reasonably satisfactory to the Company (including, if requested by the Company, an opinion of counsel to the Holder) 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 . It is agreed that the terms of the notice delivered by such Holder to the Company. The Company agrees that it will not require an opinion opinions of counsel for a transfer transactions made pursuant to Rule 144 of under the Securities Act Act, except in unusual circumstances.

Restrictions on Transfers. Subject (a) No Investors shall be permitted to Section 5(bsell or otherwise transfer the Series B Preferred Stock, the Series B-1 Preferred Stock or the Common Stock or other securities issued upon conversion thereof prior to January 1, 2009, except (x) belowto an Affiliate, this Warrant may not be transferred or assignedand/or with respect to THL, in whole or in partto any coinvestor who is an Affiliate of Txxxxx X. Xxx Partners, without the Company’s prior written consent (which shall not be unreasonably withheld)L.P., and any attempt that agrees to become bound 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 terms of this Warrant or Agreement including the Shares or the shares of Common Stock issuable upon conversion of the Shares (the “Securities”) 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 the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions transfer restrictions set forth in this Warrant Section 4.5(a), (y) pursuant to a sale, merger or consolidation of the same extent as if the transferee were the original Holder hereunderCompany, and or (iz) there is then in effect pursuant to a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) syndication arrangement (A) under which such Holder shall have given prior written notice to the Company Investor syndicates a number of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description shares of Series B Preferred Stock or Series B-1 Preferred Stock, as applicable constituting no more than 50% of the manner and circumstances of Securities purchased at the proposed disposition, Closing; (B) pursuant to which the transferee shall have confirmed Investors retain voting and dispositive control over the transferred securities and the transferred securities remain subject to the satisfaction provisions of the Company in writing, in substantially the form of Exhibit A-1 hereto, that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Companythis Agreement, and (C) if requested by which shall be completed within 180 days from the date hereof. After January 1, 2009, the Investors shall be permitted to sell all Company securities except that each Investor will agree not to sell in a private sale any Preferred Stock or Common Stock or other securities received in the Investment to any person listed on Schedule 4.5 hereto or any such person’s Affiliates (unless such sale is pursuant to a merger or consolidation of the Company). (b) If any Investor desires to transfer in a private transaction any securities to any person, who, to the Investors’ knowledge, after giving effect to such transfer, would beneficially own more than 9.9% or such other threshold as may be applicable as a result of applicable state regulations concerning money transfers (the “Applicable Threshold”) of the outstanding voting securities of the Company, such Holder Investor shall have furnished notify the CompanyCompany prior to effecting such transfer, at and the Holder’s expenseCompany will cooperate with such Investor so that such Investor may, with evidence satisfactory as soon as practicable but in any event within two (2) business days of such notification, to the Company extent the amount of securities to be transferred is in excess of the Applicable Threshold and any applicable approvals have not yet been received, transfer non-voting securities to such person (in lieu of voting securities) such that such disposition will not require registration of such Securities prior notice and/or approval under the Securities Actlaws relating to money transmission or the sale of check of any State would not be required to effect such transfer. (c) For purposes of this Section 4.5, whereupon such Holder “transfer” shall be entitled to mean any sale, transfer, pledge, assignment or other disposition. The Investors shall not transfer such any Securities in accordance with the terms violation of the notice delivered by such Holder to the Company. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstancesLaw.

Restrictions on Transfers. Each holder of Restricted Securities, by acceptance thereof, agrees to comply in all respects with the provisions of this Section 4. Subject to Section 5(b) below, this Warrant may not be transferred or assigned, the further limitations described in whole or in part, without the Company’s prior written consent (which 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 Certificate of this Warrant or the Shares or the shares of Common Stock issuable upon conversion Designation of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not Series B Preferred, prior to make any proposed sale, assignment, transfer, transfer or pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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 the proposed disposition and such disposition is made in accordance with such registration statementtransfer, or (ii) (A) such Holder the holder thereof shall have given prior give written notice to the Company of such Holder’s holder's intention to make effect such disposition and transfer, sale, assignment or pledge. Each such notice shall have furnished the Company with a detailed description of describe the manner and circumstances of the proposed dispositiontransfer, (B) the transferee shall have confirmed to the satisfaction of the Company sale, assignment or pledge in writing, in substantially the form of Exhibit A-1 hereto, that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resalesufficient detail, and shall have confirmed be accompanied at such other matters related thereto as may holder's expense by either (i) an unqualified written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably requested by satisfactory to the Company, and (C) if requested by addressed to the Company, such Holder shall have furnished the Company, at the Holder’s expense, with evidence satisfactory to the Company effect that such disposition will not require the proposed transfer of the Restricted Securities may be effected without registration of such Securities under the Securities Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, or (iii) any other evidence satisfactory to counsel to the Company, whereupon the holder of such Holder Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by such Holder the holder to the Company. The Company agrees that it will not require an such a notice or legal opinion or "no action" letter (a) in any customary transaction in compliance with Rule 144, (b) in any transaction in which a Holder which is a corporation distributes Restricted Securities solely to its majority owned subsidiaries or affiliates for no consideration, or (c) in any transaction in which a Holder which is a partnership or limited liability company distributes Restricted Securities solely to its affiliates (including affiliated fund partnerships), partners or members thereof for no consideration. Each certificate evidencing the Restricted Securities transferred as above provided shall bear the appropriate restrictive legend set forth in Section 3 above, except that such certificate shall not bear such restrictive legend if, in the opinion of counsel for a transfer pursuant such holder and the Company, such legend is not required in order to Rule 144 establish compliance with any provisions of the Securities Act except in unusual circumstancesAct.

Restrictions on Transfers. Subject to Section 5(b) below, this This Warrant may not be transferred or assigned, assigned in whole or in part, part without the Company’s prior written consent (which 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”) 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 the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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 statementstatement (excluding, for purposes hereof, any registration statement on Form S-1 under the Securities Act that becomes effective in connection with the Contemplated IPO), 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 manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, in substantially the form of Exhibit A-1 hereto, writing that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and 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 such Securities under the Securities Act, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by such the Holder to the Company. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstances.

Restrictions on Transfers. Subject (a) Notwithstanding the other provisions of this ‎Article IV, (i) no transfer (which, for purposes of subclause (D) hereof, includes any indirect transfer of such Membership Interest to the extent such indirect transfer could result in a transfer of a Membership Interest for purposes of Code Section 5(b708) belowof any Membership Interests shall be made if such transfer would (A) violate the then-applicable federal or state securities laws or rules and regulations of the Commission, this Warrant any state securities commission or any other governmental authority with jurisdiction over such transfer, (B) terminate the existence or qualification of the Company under the laws of the jurisdiction of its formation; (C) cause the Company 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); or (D) result in a termination of the Company under Code Section 708 unless, prior to such transfer, the transferring Member agrees to indemnify the Company and the other Members for any adverse tax consequences caused as a result of such termination and (ii) any transfer of a Membership Interest to a Disqualified Person will be void ab initio. (b) The Managing Member may not be transferred or assignedimpose restrictions on the transfer of Membership Interests, in whole or in part, without including by requiring the CompanyManaging Member’s prior written consent for any transfer (which shall not consent may be unreasonably withheldwithheld in the discretion of the Managing Member), and any attempt by the Holder if it receives written advice of counsel that such restrictions are necessary or advisable 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”) 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 the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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 avoid a registration statement under significant risk of the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or Company’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) (A) such Holder shall have given prior written notice to preserve the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description uniformity of the manner and circumstances of the proposed disposition, Non-Managing Member Interests (B) the transferee shall have confirmed to the satisfaction of the Company in writing, in substantially the form of Exhibit A-1 hereto, that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for or any other party, (2) for investment and (3) not with a view toward distribution class or resale, and 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 such Securities under the Securities Act, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by such Holder to the Companyclasses thereof). The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstancesManaging Member may impose such restrictions by amending this Agreement.

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 (which 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”) 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 the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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 reasonable detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed made the representations set forth in Section 10 with respect to the satisfaction of the Company in writing, in substantially the form of Exhibit A-1 hereto, that the Securities are being acquired (1) solely for the transferee’s own account and not itself as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, Holder 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, whereupon such Holder shall be entitled Act or (ii) a legal opinion to the effect that the transfer of such Securities may be effected in accordance compliance with the terms of the notice delivered by such Holder to Securities Act. Notwithstanding the Company. The Company agrees that it will foregoing, compliance with clauses (B) and (C) above shall not require an opinion of counsel be required for a any transfer pursuant to in compliance with Rule 144 of promulgated under the Securities Act except in unusual circumstances(“Rule 144”) or compliance with clause (C) above shall not be required for any transfer by the Holder to any affiliate of the Holder (or any fund or partnership under common control with one of more general partners or managing members of, or shares the same management company with, the Holder) or a transfer by the Holder to any of the Holder’s partners, members or other equity owners, or retired partners, members or other equity owners or the estate of any partners, members or other equity owners or retired partners, members or other equity owners.

Restrictions on Transfers. Subject (a) Except as otherwise provided in this Section 3.1 or Section 3.2, the M/C Stockholders hereby agree that until the Expiration Date, the M/C Stockholders will not offer, sell, contract to Section 5(bsell, grant any option to purchase, or otherwise dispose of, directly or indirectly, ("Transfer"), any equity securities of the Company or any other securities convertible into or exercisable for such equity securities ("Securities") belowbeneficially owned by such M/C Stockholders as a result of the Merger (including distributions of Securities with respect to such Securities and Securities acquired as a result of a stock split with respect to such Securities) without submitting a written request to, this Warrant may not be transferred or assigned, in whole or in part, without and receiving the Company’s prior written consent of, the Board of Directors; provided, however, that the M/C Stockholders may transfer Securities to any -------- ------- beneficial owner or Affiliate of the M/C Stockholders, in each case provided that (which shall not i) such transfer is done in accordance with the transfer restrictions applicable to such Securities under federal and state securities laws and (ii) the transferee agrees to be unreasonably withheldbound by the terms hereof (as this Agreement may be amended or amended and restated from time to time) as an M/C Stockholder with respect to the shares being transferred pursuant to this Section (any such M/C Stockholder transferee pursuant to the foregoing proviso, an "M/C Stockholder Permitted Transferee"), and any attempt by the Holder to such transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer not constitute a "Transfer" for purposes of this Warrant Agreement. Notwithstanding the foregoing, no party hereto shall avoid the provisions of this Agreement by making one or the Shares more transfers to one or the shares of Common Stock issuable upon conversion of the Shares (the “Securities”) must be in compliance with all applicable federal more M/C Stockholder Permitted Transferees and state securities laws. The Holder agrees not to make then at any sale, assignment, transfer, pledge time directly or other disposition indirectly disposing of all or any portion of such party's interest in any such M/C Stockholder Permitted Transferee. In the Securitiesevent that the Board of Directors consents to any Transfer of Securities by a Principal Stockholder (for purposes of this Agreement, or any beneficial interest therein, unless the term "Principal Stockholder" shall have the same meaning as ascribed to such term in the Third Amended and until the transferee thereof has agreed in writing for the benefit Restated November 1998 Stockholders' Agreement) pursuant to Section 3.1(a) of the Company Third Amended and Restated November 1998 Stockholders' Agreement upon the written request of such Principal Stockholder (the "Transferring Principal Stockholder") and except as otherwise provided in Section 3.1(b) and Section 3.2 of this Agreement, the M/C Stockholders shall, notwithstanding the provisions of this Section 3.1(a), have the right to take and hold Transfer a percentage of the total number of Securities beneficially owned by the M/C Stockholders equal to the percentage of the total number of Securities beneficially owned by the Transferring Principal Stockholder that the Board of Directors has consented may be Transferred by such Transferring Principal Stockholder. In the event the Board of Directors consents to any Transfer of Securities subject toby the M/C Stockholders pursuant to this Section 3.1(a) upon the written request of the M/C Stockholders (the "Transferring M/C Stockholders"), and except as otherwise provided in Section 3.1(b) and Section 3.2 of the Third Amended and Restated November 1998 Stockholders' Agreement, each Principal Stockholder shall, notwithstanding the provisions of Section 3.1(a) of the Third Amended and Restated November 1998 Stockholders' Agreement, have the right to be bound by, Transfer a percentage of the terms and conditions set forth in this Warrant total number of Securities beneficially owned by such Principal Stockholder equal 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 percentage of the manner and circumstances total number of Securities beneficially owned by the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, in substantially the form of Exhibit A-1 hereto, Transferring M/C Stockholders that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as Board of Directors has consented 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 such Securities under the Securities Act, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered Transferred by such Holder to the Company. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstancesTransferring M/C Stockholders.

Restrictions on Transfers. Subject to Section 5(bIt understands and agrees as follows: (a) below, this Warrant may not be transferred or assigned, in whole or in part, without The certificates evidencing the Company’s prior written consent Series B Preferred Shares (which 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 Series B Preferred Shares), and each certificate issued in transfer of the foregoing, will bear the following legend (or substantially similar legend): "THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT SUCH REGISTRATION OR THE DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH DISPOSITION WILL NOT REQUIRE REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFICATION UNDER ANY STATE SECURITIES LAWS." (b) It will not offer, sell, transfer or otherwise dispose of any of the Series B Preferred Shares (the “Securities”) 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 Common Stock issuable upon conversion of the Securities, or any beneficial interest thereinSeries B Preferred Shares, unless and until the transferee thereof has agreed in writing for the benefit of the 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 an effective registration statement under the Securities Act covering covers the disposition of such proposed disposition and such disposition is made in accordance with such registration statement, or securities or (ii) (A) such Holder shall have given prior written notice it has delivered to the Company an opinion of such Holder’s intention counsel, reasonably satisfactory to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, in substantially the form of Exhibit A-1 hereto, that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and 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 offer, sale, transfer or other disposition will not require registration of such securities under the Securities Act or qualification under any state securities laws. Upon request of a holder of Series B Preferred Shares (or Common Stock issued upon conversion of Series B Preferred Shares), the Company shall remove any such legend from each certificate evidencing such Series B Preferred Shares (or such Common Stock), or shall issue to such holder a new certificate or certificates for such Series B Preferred Shares (or such Common Stock), which certificate or certificates shall be free of such transfer legend, provided that with such request, the Company shall have received an opinion of counsel, which opinion is reasonably satisfactory to the Company, to the effect that such legend is no longer necessary or required (including, without limitation, because of the availability of the exemption afforded by Rule 144 promulgated under the Securities Act, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by such Holder to the Company. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstances).

Restrictions on Transfers. Subject to Section 5(b) below, The Holder may not transfer or assign this Warrant may not be transferred or assigned, in whole or in part, part without providing the Company’s Company with 10 days prior written consent (which shall not be unreasonably withheld)notice, and any attempt by the Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission notice shall be void. Any transfer of this Warrant or the Shares or the shares of Common Stock common stock issuable upon conversion of the Shares (the “Securities”) 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 the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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) and 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) or (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 manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, in substantially the form of Exhibit A-1 hereto, writing that the Securities are being acquired (1i) solely for the transferee’s own account and not as a nominee for any other party, (2ii) for investment and (3iii) not with a view toward distribution or resale, and 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 an opinion of counsel, reasonably satisfactory to the Company Company, to the effect that such disposition will not require registration of such Securities under the Securities Act, Act whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by such the Holder to the Company. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstances.

Restrictions on Transfers. Subject (a) Notwithstanding the other provisions of this Article IV, (i) no transfer (which, for purposes of subclause (D) hereof, includes any indirect transfer of such Membership Interest to the extent such indirect transfer could result in a transfer of a Membership Interest for purposes of Code Section 5(b708) belowof any Membership Interests shall be made if such transfer would (A) violate the then-applicable federal or state securities laws or rules and regulations of the Commission, this Warrant any state securities commission or any other governmental authority with jurisdiction over such transfer, (B) terminate the existence or qualification of the Company under the laws of the jurisdiction of its formation; (C) cause the Company 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); or (D) result in a termination of the Company under Code Section 708 unless, prior to such transfer, the transferring Member agrees to indemnify the Company and the other Members for any adverse tax consequences caused as a result of such termination and (ii) any transfer of a Membership Interest to a Disqualified Person will be void ab initio. (b) The Managing Member may not be transferred or assignedimpose restrictions on the transfer of Membership Interests, in whole or in part, without including by requiring the CompanyManaging Member’s prior written consent for any transfer (which shall not consent may be unreasonably withheldwithheld in the discretion of the Managing Member), and if it receives written advice of counsel that such restrictions are necessary or advisable to (i) avoid a significant risk of the Company’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 Non-Managing Member Interests (or any attempt class or classes thereof). The Managing Member may impose such restrictions by the Holder amending this Agreement. (c) The transfer of an IDR Reset Common Unit that was issued in connection with an IDR Reset Election pursuant to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission Section 5.12 shall be void. Any subject to the restrictions imposed by Section 6.8(b) and Section 6.8(c). (d) The transfer of this Warrant a Subordinated Unit or the Shares or the shares of a Common Stock issuable Unit issued upon conversion of the Shares (the “Securities”) must a Subordinated Unit shall 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 the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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 (irestrictions imposed by Section 6.7(b) 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 manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, in substantially the form of Exhibit A-1 hereto, that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and 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 such Securities under the Securities Act, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by such Holder to the Company. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstancesSection 6.7(c).

Restrictions on Transfers. Subject to Section 5(bIt understands and agrees as follows: (a) below, this Warrant may not be transferred or assigned, in whole or in part, without The certificates evidencing the Company’s prior written consent Series C Preferred Shares (which 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 Series C Preferred Shares), and each certificate issued in transfer of the foregoing, will bear the following legend (or substantially similar legend): "THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT SUCH REGISTRATION OR THE DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH DISPOSITION WILL NOT REQUIRE REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION." (b) It will not offer, sell, transfer or otherwise dispose of any of the Series C Preferred Shares (the “Securities”) 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 Common Stock issuable upon conversion of the Securities, or any beneficial interest thereinSeries C Preferred Shares, unless and until the transferee thereof has agreed in writing for the benefit of the 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 an effective registration statement under the Securities Act covering covers the disposition of such proposed disposition and such disposition is made in accordance with such registration statement, or securities or (ii) (A) such Holder shall have given prior written notice it has delivered to the Company an opinion of such Holder’s intention counsel, reasonably satisfactory to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, in substantially the form of Exhibit A-1 hereto, that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and 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 offer, sale, transfer or other disposition will not require registration of such securities under the Securities Act or qualification under any the securities laws of any other jurisdiction. Upon request of a holder of Series C Preferred Shares (or Common Stock issued upon conversion of Series C Preferred Shares), the Company shall remove any such legend from each certificate evidencing such Series C Preferred Shares (or such Common Stock), or shall issue to such holder a new certificate or certificates for such Series C Preferred Shares (or such Common Stock), which certificate or certificates shall be free of such transfer legend, provided that with such request, the Company shall have received an opinion of counsel, which opinion is reasonably satisfactory to the Company, to the effect that such legend is no longer necessary or required (including, without limitation, because of the availability of the exemption afforded by Rule 144 promulgated under the Securities Act, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by such Holder to the Company. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstances).

Restrictions on Transfers. Subject to Section 5(b) belowSections 4 and 5 and the provisions of any severance agreement that the Key Parties may enter into, this Warrant may not be transferred or assigned, in whole or in parteach Key Party agrees that, without the Company’s prior written consent of the Preferred Majority, he/she shall not and shall cause the Group Companies’ senior management and other Ordinary Shareholders (which other than the Special Ordinary Shareholders) not to, directly or indirectly, Transfer any of his/her Equity Securities in the Company or any of other Group Companies at any time prior to a Qualified IPO. In the case that any such Equity Securities is held by its ultimate beneficial owner through one or more level(s) of holding companies, any Transfer, repurchase, or new issuance of the shares of such holding companies or similar transactions that have the effect of changing the beneficial ownership of such Equity Securities shall be deemed as an indirect Transfer of such Equity Securities. The Parties agree that the restrictions on the Transfer of such Equity Securities held by the Key Parties contained in this Agreement shall apply to such indirect Transfer and shall not be unreasonably withheld)circumvented by means any indirect Transfer of the Equity Securities. Notwithstanding anything to the contrary contained herein, the transfer restrictions set forth in Section 4, Section 5, this Section 10.1 and otherwise hereunder on each Key Party hereunder shall not apply to (a) any sale or transfer of Shares to the Company pursuant to a repurchase right or right of first refusal held by the Company in the event of a termination of employment or consulting relationship, and any attempt by the Holder to transfer or assign any rights(b) for bona fide estate planning purposes, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant or no more than ten percent (10%) of the Shares or the shares of Common Stock issuable upon conversion number of the Shares directly or indirectly held by such Key Party on the date hereof to such Key Party’s parents, children, spouse, or to a trustee, executor, or other fiduciary controlled by such Key Party’s parents, children, spouse, or transfer of any Shares directly or indirectly held by such Key Party to a trust controlled by or for the benefit of such Key Party, to a company controlled by such Key Party or to such Key Party’s trustee, executor or other fiduciary, the date hereof (each transferee pursuant to the foregoing subsection (b), a “SecuritiesPermitted Transferee”); provided that (i) must in case of a Transfer pursuant to the foregoing subsection (b), such Transfer shall not cause an obstacle to the consummation of the Qualified IPO by the Company, and to the extent required by the Qualified IPO, the transferees shall execute consent letters agreeing that the voting rights of the transferred Equity Securities shall vest to the Key Parties after the Transfer; (ii) adequate documentation therefor is provided to the Preferred Shareholders 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); and (iii) such Transfer is effected in compliance with all applicable federal and state securities lawsLaws including, without limitation, Circular 37; provided, further, in case of the Transfer pursuant to the foregoing subsection (b), such transferor shall remain liable for any breach by such Permitted Transferee of any provision hereunder. The Holder agrees For the avoidance of doubt, Transfers of the Preferred Shares by any Preferred Shareholder or Transfer of the Ordinary Shares by any Special Ordinary Shareholder shall not be subject to make any salerestrictions on Transfer, assignmentincluding but not limited to right of first refusal, transferco-sale rights, pledge or other disposition of contractual conditions; provided that (i) such Transfer is effected in compliance with all or any portion of the Securitiesapplicable Laws, or any beneficial interest therein, unless and until (ii) the transferee thereof has agreed agrees in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound byby this Agreement in place of the relevant transferor by executing an Adherence Agreement as provided in Section 6.1(d), (iii) such Preferred Shareholder or Special Ordinary Shareholder gives written notice to other shareholders and the Company within ten (10) days prior to the Transfer, and (iv) without prior written consent of the Ordinary Majority, the terms transferee shall not be any operator of the brands as listed in Schedule C (which can be updated: (y) no more than once for each year from the Closing by the Key Parties by replacing no more than two (2) operators each time, subject to a maximum number of thirteen (13) operators; and conditions set forth in this Warrant to the same extent as if the transferee were the original Holder hereunder, and (iz) there is then in effect by serving 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 Investors at least ten (10) Business Days prior to such update (such operators collectively referred as the “Competitors”), provided further that such restriction (and any restriction on assignment of any rights and/or obligation to the aforementioned operators) shall not apply to Section 9.2 of this Agreement. The Company of shall use commercially reasonable efforts to discuss with SVF and Genesis any updates to the Schedule C on good faith basis before the update to the Schedule C, provided that such Holder’s intention discussion shall not be deemed as a condition precedent to make such disposition and shall have furnished the Company with a detailed description update of the manner and circumstances Schedule C by the Company. Notwithstanding the foregoing, solely with respect to Freesia, any change in the identity and/or composition of the proposed dispositiondirect or indirect shareholders of Freesia that occurs solely pursuant to an applicable Governmental Order, (B) the transferee shall have confirmed to the satisfaction extent that after such change Freesia remains controlled by a PRC Governmental Authority, shall not be deemed an indirect Transfer to a Competitor for all purposes hereof; provided that Freesia agrees not to abuse the exception set out in the foregoing for the purpose of circumventing the restriction set forth in item (iv) of this paragraph. Notwithstanding the foregoing, any Transfer of any Equity Security by any Preferred Shareholder other than any direct Transfer of any Shares of the Company in writing, in substantially shall not be subject to the form transfer restrictions under subsections (ii) and (iii) of Exhibit A-1 hereto, this paragraph above; provided that the Securities are being acquired Preferred Shareholders shall at all times comply with the restriction set forth in subsections (1i) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3iv) not with a view toward distribution or resale, and 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 such Securities under the Securities Act, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by such Holder to the Company. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstancesthis paragraph.

Restrictions on Transfers. Subject (a) Except as otherwise provided in this Section 3.1 or Section 3.2, the M/C Stockholders hereby agree that until the Expiration Date, the M/C Stockholders will not offer, sell, contract to Section 5(bsell, grant any option to purchase, or otherwise dispose of, directly or indirectly, ("Transfer"), any equity securities of the Company or any other securities convertible into or exercisable for such equity securities ("Securities") belowbeneficially owned by such M/C Stockholders as a result of the Merger (including distributions of Securities with respect to such Securities and Securities acquired as a result of a stock split with respect to such Securities) without submitting a written request to, this Warrant may not be transferred or assigned, in whole or in part, without and receiving the Company’s prior written consent of, the Board of Directors; provided, however, that the M/C Stockholders may transfer Securities to any beneficial owner or Affiliate of the M/C Stockholders, in each case provided that (which shall not i) such transfer is done in accordance with the transfer restrictions applicable to such Securities under federal and state securities laws and (ii) the transferee agrees to be unreasonably withheldbound by the terms hereof (as this Agreement may be amended or amended and restated from time to time) as an M/C Stockholder with respect to the shares being transferred pursuant to this Section (any such M/C Stockholder transferee pursuant to the foregoing proviso, an "M/C Stockholder Permitted Transferee"), and any attempt by the Holder to such transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer not constitute a "Transfer" for purposes of this Warrant Agreement. Notwithstanding the foregoing, no party hereto shall avoid the provisions of this Agreement by making one or the Shares more transfers to one or the shares of Common Stock issuable upon conversion of the Shares (the “Securities”) must be in compliance with all applicable federal more M/C Stockholder Permitted Transferees and state securities laws. The Holder agrees not to make then at any sale, assignment, transfer, pledge time directly or other disposition indirectly disposing of all or any portion of such party's interest in any such M/C Stockholder Permitted Transferee. In the Securitiesevent that the Board of Directors consents to any Transfer of Securities by a Principal Stockholder (for purposes of this Agreement, or any beneficial interest therein, unless the term "Principal Stockholder" shall have the same meaning as ascribed to such term in the Third Amended and until the transferee thereof has agreed in writing for the benefit Restated November 1998 Stockholders' Agreement) pursuant to Section 3.1(a) of the Company Third Amended and Restated November 1998 Stockholders' Agreement upon the written request of such Principal Stockholder (the "Transferring Principal Stockholder") and except as otherwise provided in Section 3.1(b) and Section 3.2 of this Agreement, the M/C Stockholders shall, notwithstanding the provisions of this Section 3.1(a), have the right to take and hold Transfer a percentage of the total number of Securities beneficially owned by the M/C Stockholders equal to the percentage of the total number of Securities beneficially owned by the Transferring Principal Stockholder that the Board of Directors has consented may be Transferred by such Transferring Principal Stockholder. In the event the Board of Directors consents to any Transfer of Securities subject toby the M/C Stockholders pursuant to this Section 3.1(a) upon the written request of the M/C Stockholders (the "Transferring M/C Stockholders"), and except as otherwise provided in Section 3.1(b) and Section 3.2 of the Third Amended and Restated November 1998 Stockholders' Agreement, each Principal Stockholder shall, notwithstanding the provisions of Section 3.1(a) of the Third Amended and Restated November 1998 Stockholders' Agreement, have the right to be bound by, Transfer a percentage of the terms and conditions set forth in this Warrant total number of Securities beneficially owned by such Principal Stockholder equal 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 percentage of the manner and circumstances total number of Securities beneficially owned by the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, in substantially the form of Exhibit A-1 hereto, Transferring M/C Stockholders that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as Board of Directors has consented 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 such Securities under the Securities Act, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered Transferred by such Holder to the Company. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstancesTransferring M/C Stockholders.

Restrictions on Transfers. Subject to Section 5(b(a) belowNotwithstanding the other provisions of this Article IV, this Warrant may not no transfer of any Partnership Interests shall be transferred made if such transfer would (i) violate the then-applicable federal or assignedstate securities laws or rules and regulations of the Commission, any state securities commission or any 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 formation; (iii) create, in whole the discretion of the General Partner, more than an insignificant risk that the Partnership will be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes; or (iv) result in parta termination of the Partnership under Code Section 708 unless, without prior to such transfer, the Companytransferring Partner agrees to indemnify the Partnership and the other Partners for any adverse tax consequences caused as a result of such termination. 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, including by requiring the General Partner’s prior written consent for any transfer (which consent may be withheld in the discretion of the General Partner), if it receives written advice of counsel that such restrictions are necessary or advisable to (i) avoid a significant risk of the 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 Limited Partner Interests (or any class or classes thereof). The General Partner may impose such restrictions by amending this Agreement. Notwithstanding the foregoing, any restriction imposed by the General Partner under this Section 4.7(b) shall be made at the direction of the Manager pursuant to the Management Services Agreement for so long as the Management Services Agreement remains in effect; provided, however, that any such restriction shall not be unreasonably withheld), and imposed with respect to any attempt by class of Units if it would materially adversely affect 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”) 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 the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the 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 Unitholders of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, in substantially the form of Exhibit A-1 hereto, that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and 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 such Securities under the Securities Act, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by such Holder to the Company. The Company agrees that it will not require an opinion of counsel for a transfer pursuant to Rule 144 of the Securities Act except in unusual circumstancesclass.