Common use of Restrictions on Transfers Clause in Contracts

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

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

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

Restrictions on Transfers. The Unitholder hereby agrees that, from the date hereof until the earlier of (x) the Expiration Date and (y) the date on which the Approval is obtained, it shall not, directly or indirectly, without the prior written consent of Parent, (a) No Member may transfer sell, transfer, assign, tender in any tender or exchange offer, pledge, encumber, hypothecate or similarly dispose of (by merger, by testamentary disposition, by operation of law or otherwise) (a “Transfer”), either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the Transfer of any Securities, (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, or (c) agree (whether or not in writing) to take any of the actions referred to in the foregoing clause (a) or (b); provided however, the Unitholder shall have the right to Transfer all or any portion of its Interest without the express written consent of the Majority-In-Interest of the Members. Notwithstanding the foregoinghis or her Securities to a Permitted Transferee if and only if such Permitted Transferee shall have agreed in writing, any Member may transfer such Member’s economic interest in such Member’s Interest a manner reasonably acceptable to Parent, (but not any rights to vote, consent, approve, or otherwise participate in the management of the Company, which rights shall remain vested in the transferor Memberi) to a transferee that is an Affiliate of the transferring Member, accept such Securities subject to the Member’s estate, or terms and conditions of this Agreement and (ii) to one or more members be bound by this Agreement and to agree and acknowledge that such Person shall constitute the Unitholder for all purposes of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any transferee . For purposes of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest term “Permitted Transferee” means (A) a spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the spouse of any child, adopted child, grandchild or adopted grandchild of the Members. Upon such executionUnitholder, (B) any trust, the transferee trustees of an Interest shall become a substituted Member. Unless which include only the Unitholder or the Persons named in clause (A) and until a transferee is admitted as a substituted Memberthe beneficiaries of which include only the Unitholder or the Persons named in clause (A), at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise or (C) any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereundercharitable organization.

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

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

Restrictions on Transfers. (a) No Member may transfer all or any portion of its Interest without Subject to Section 1.5, absent the express prior written consent of Parent, not to be unreasonably withheld or conditioned, each Stockholder hereby agrees that, from the Majority-In-Interest date of this Agreement until the Members. Notwithstanding earlier of (x) the Expiration Date and (y) the date on which the Company Stockholder Approval is obtained, such Stockholder shall not, directly or indirectly, sell, transfer, assign, tender in any tender or exchange offer, pledge, encumber, hypothecate or similarly dispose of (by merger, by testamentary disposition, by operation of law or otherwise) (each, a “Transfer”), either voluntarily or involuntarily, or enter into any swap, contract, option or other arrangement or understanding providing for the Transfer of, any rights, including economic consequences, arising from any shares of Company Common Stock (whether New Shares or Existing Shares) or agree to do any of the foregoing, other than any Member may transfer Permitted Transfer to a Permitted Transferee, but only if prior (and as a condition) to the effectiveness of such Member’s economic interest Transfer: (i) such Stockholder shall have given reasonable advance notice of such Transfer to Parent and the proposed form of written undertaking by the transferee to be bound by this Agreement and all obligations hereunder as if such transferee were a Stockholder and otherwise to become a party to this Agreement for all purposes hereunder, in such Member’s Interest (but not any rights to voteeach case, consent, approve, or otherwise participate solely in the management respect of the CompanyShares to be Transferred in accordance herewith; (ii) such form of undertaking shall be reasonably satisfactory in all material respects to Parent; and (iii) the transferee shall have executed and delivered, which rights shall remain vested for the benefit of Parent, such undertaking to be bound by this Agreement and all obligations hereunder as if such transferee were such Stockholder and otherwise to become a party to this Agreement for all purposes hereunder, in the transferor Member) to a transferee that is an Affiliate each case, solely in respect of the transferring Member, Shares to be Transferred in accordance herewith. (b) Notwithstanding anything to the Member’s estatecontrary set forth in this Section 1.2, or to one or more members a Transfer shall not include any ordinary course Transfers by limited partners of any equity interests of any investment funds advised by ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Advisors, LLC (each such fund, “H&F”) not formed for the sole purposes of holding the shares of Company Common Stock, in and of themselves, so long as any such Transfer does not have any adverse effect on the ability of the Member’s immediate family applicable Stockholder to perform its obligations under this Agreement on the terms set forth herein. (spousec) For the avoidance of doubt, ancestors(i) no provision in this Agreement shall restrict a Stockholder from effecting any Transfer of Shares following the date on which the Company Stockholder Approval is obtained, and descendants) or any Shares so Transferred to any person other than a trust for their benefit, for estate planning purposes; provided, however, that any such transfer Stockholder shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain no longer constitute Shares subject to the provisions hereof and (ii) in no event shall the filing or effectiveness of a Registration Statement with respect to the Shares in and of itself be deemed a Transfer in violation of this Agreement. (bd) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to As used in this Agreement, as determined “Permitted Transfer” shall mean, in each case, with respect to each Stockholder, any Transfer of Shares by such Stockholder (i) to another Stockholder, (ii) if the Majority-In-Interest Stockholder is a natural person (A) to any member of the Members. Upon such executionStockholder’s immediate family, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 (B) to a transferee hereunder shall cease to be a Member trust whose sole beneficiaries are such Stockholder and/or members of such Stockholder’s immediate family, or (C) upon the effective date death of such transfer and thereafter shall have no further powersStockholder, rightsor (iii) to an Affiliate of such Stockholder (as applicable, and privileges as each, a Member hereunder“Permitted Transferee”).

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

Restrictions on Transfers. (a) No Member may transfer all all, or any portion of, or any Interest or rights in, the Membership Interest owned by the Member. Each Member hereby acknowledges the reasonableness of its Interest without the express written consent this prohibition in view of the Majority-In-Interest Business Purposes of the Company and the relationship of the Members. Notwithstanding The voluntary transfer of any Membership Interests, including Economic Interests, in violation of the foregoingprohibition contained in this Article 8.1 shall be deemed invalid, any Member may transfer such Member’s economic interest null and void ab initio, and of no force or effect. Any Person to whom Membership Interests are attempted to be transferred in such Member’s Interest (but violation of this Article 8.1 shall not any rights be entitled to voteVote on matters coming before the Members, consent, approve, or otherwise participate in the management of the Company, act as an agent of the Company, receive Distributions from the Company, or have any other rights in or with respect to the Membership Interests. Notwithstanding the foregoing, a Member may assign its Economic Interests (i.e., rights to receive monies from the Company) if the Assignor provided all Managers with advance Notice and all of the Managers have consented to the same in Writing. All assignments and/or transfers of Interests of any Member hereunder shall be subject not only to the provisions of this Article VIII, but also to all other restrictions which rights shall remain vested may be placed on such transfers as a result of any other provision contained in the transferor Memberaccompanying Subscription Agreement(s) to a transferee that is an Affiliate and in any Article or provision contained herein, including, but not by way of the transferring Memberlimitation, to the Member’s estateany restrictions on resale, transfer, or to one assignment which are imposed herein or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise in any of the powers, rights, and privileges of a Member hereunderother Offering Materials. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee All assignments or transfers hereunder shall cease also be subject to be a Member upon any restrictive measures imposed by the effective date of such transfer Regulation A Tier II, Regulation S, or other Securities Act exemptions, qualifications or filing requirements and thereafter shall have no further powersall applicable federal, rightsstate, and privileges as a Member hereunder.or foreign governmental securities regulatory restrictions. EXHIBIT 2 to Offering Circular/Opening Night Enterprises, LLC/Operating Agreement 32

Restrictions on Transfers. (a) No Member may transfer all or any portion of its Interest without The Shareholder hereby agrees that, from the express written consent date hereof until the earlier of the Majority-In-Interest receipt of the Members. Notwithstanding Requisite Company Vote or the foregoingExpiration Time, the Shareholder shall not, directly or indirectly, sell, offer to sell, give, pledge, grant a security interest in, encumber, assign, grant any option for the sale of or otherwise transfer or dispose, or enter into any agreement, arrangement or understanding to take any of the foregoing actions with respect to (each, a “Transfer”), any Member may transfer such Member’s economic interest Shares, other than a Transfer of Shares (x) by will or operation of law as a result of the death of the Shareholder in such Member’s Interest (but not any rights to vote, consent, approvewhich case this Agreement shall bind the transferee, or otherwise participate (y) for bona fide estate planning purposes to the Shareholder’s (i) affiliates (as defined in the management of the CompanyMerger Agreement) or (ii) immediate family members (each, which rights shall remain vested a “Permitted Transferee”); provided that, in the transferor Membercase of clause (y) only, as a condition to such Transfer, such Permitted Transferee shall be required to execute a transferee that is an Affiliate of the transferring Member, joinder to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposesthis Agreement; provided, howeverfurther, that any such transfer shall give that, in the transferee only case of clause (y) only, the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred Shareholder shall remain subject jointly and severally liable for any breaches by any of such Permitted Transferee of the terms hereof. Any Transfer of Shares in violation of this Section 1(b) shall be null and void. The Shareholder further agrees to this Agreement. (b) Any transferee authorize and request the Company to notify the Company’s transfer agent that there is a stop transfer order with respect to all of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined the Shares owned by the Majority-In-Interest Shareholder and that this Agreement places limits on the Transfer of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderShareholder’s Shares.

Restrictions on Transfers. (a) No Member may transfer all or any portion of its Interest without Until the express written consent earlier of the Majority-In-Interest receipt of the Members. Notwithstanding Requisite LINK Vote or the foregoingTermination Time, the Stockholder shall not, directly or indirectly, sell, offer to sell, give, pledge, grant a security interest in, encumber, assign, grant any option for the sale of or otherwise transfer or dispose, enter into any swap or other arrangement that ▇▇▇▇▇▇ or transfers to another, in whole or in part, any Member may transfer such Member’s of the economic interest in such Member’s Interest (but not any rights to vote, consent, approveconsequences of ownership of, or otherwise participate enter into any agreement, arrangement, contract or understanding to take any of the foregoing actions with respect to (each, a “Transfer”), any Shares, other than a Transfer of Shares (x) by will or operation of law as a result of the death of the Stockholder, in which case, this Agreement shall bind the transferee, (y) for bona fide estate planning purposes to the Stockholder’s (i) affiliates (as defined in the management Merger Agreement) or (ii) immediate family members (each, a “Permitted Transferee”), or (z) by or at the direction of the Companyholder of a Lien (as defined below) as required by the terms of such Lien; provided that, which rights shall remain vested in the transferor Member) to a transferee that is an Affiliate case of the transferring Memberforegoing subclauses (x) and (y) only, as a condition to the Member’s estatesuch Transfer, or such Permitted Transferee shall be required to one or more members of the Member’s immediate family duly execute and deliver to Partners a joinder to this Agreement (spouse, ancestors, in form and descendants) or a trust for their benefit, for estate planning purposessubstance reasonably satisfactory to Partners); provided, howeverfurther, that that, in the case of the foregoing subclause (y) only, the Stockholder shall remain jointly and severally liable for any breaches or violations by any such Permitted Transferee of the terms hereof. Any Transfer of Shares in violation of this Section 1(b) shall be null and void. The Stockholder further agrees to authorize and request ▇▇▇▇ to notify ▇▇▇▇’s transfer shall give agent that there is a stop transfer order with respect to all of the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined Shares owned by the Majority-In-Interest Stockholder and that this Agreement places limits on the Transfer of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderStockholder’s Shares.

Restrictions on Transfers. (a) No Except as otherwise permitted by this Agreement, no Member may transfer shall Transfer all or any portion of its Interest without Units. In the express written consent event that any Member pledges or otherwise encumbers all or any part of its Units as security for the payment of a Debt, any such pledge or hypothecation shall be made pursuant to a pledge or hypothecation agreement that requires the pledgee or secured party to be bound by all of the Majorityterms and conditions of this Article IX. In the event such pledgee or secured party becomes the Unit Holder hereunder pursuant to the exercise of such party’s rights under such pledge or hypothecation agreement, such pledgee or secured party shall be bound by all terms and conditions of this Operating Agreement and all other agreements governing the rights and obligations of Unit Holders. In such case, such pledgee or secured party, and any transferee or purchaser of the Units held by such pledgee or secured party, shall not have any Membership Voting Interest attached to such Units unless and until the Directors have approved in writing and admitted as a Member hereunder, such pledgee, secured party, transferee or purchaser of such Units. A Member will be deemed to have transferred its Membership Interests if it sells its assets or stock, merges, or in any way alters its structure so as to have the effect of changing at least fifty-In-Interest percent (50%) of the control of the member from the control as it existed at the time such entity became a Member. Each Member hereby acknowledges the reasonableness of the restrictions on Transfer of Membership Interests imposed by this Agreement in view of the Company’s purposes and the relationship of the Members. Notwithstanding Accordingly, the foregoing, any Member may transfer such Member’s economic restrictions on Transfer contained herein shall be specifically enforceable. Any purported Transfer of an interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate the Company in the management violation of the Company, which rights terms of this Agreement shall remain vested in the transferor Member) to a transferee that is an Affiliate be null and void and of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreementno effect. (b) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunder.

Restrictions on Transfers. Until the earlier of the receipt of the Requisite Company Vote or the Termination Time (as defined below), the Shareholder shall not, directly or indirectly, sell, offer to sell, give, pledge, grant a security interest in, encumber, assign, grant any option for the sale of or otherwise transfer or dispose, enter into any swap or other arrangement that h▇▇▇▇▇ or transfers to another, in whole or in part, any of the economic consequences of ownership of, or enter into any agreement, arrangement, contract or understanding to take any of the foregoing actions with respect to (each, a “Transfer”), any Shares, other than a Transfer of Shares (i) by will or operation of law as a result of the death of the Shareholder, in which case, this Agreement shall bind the transferee, (ii) for bona fide estate planning purposes to the Shareholder’s (a) No Member may transfer all Affiliates or any portion of its Interest without (b) immediate family members (each, a “Permitted Transferee”), (iii) by or at the express written consent direction of the Majority-In-Interest holder of a Lien (as defined below) as required by the terms of such Lien or (iv) in connection with a disqualifying disposition of incentive Company Options or to satisfy any Tax liability incurred by such Shareholder in respect of vesting, exercise or settlement of a Company Restricted Stock Award or Company Option held by Shareholder; provided that, in the case of the Members. Notwithstanding the foregoingforegoing subclauses (i) and (ii) only, any Member may transfer as a condition to such Member’s economic interest Transfer, such Permitted Transferee shall be required to duly execute and deliver to Parent a joinder to this Agreement (in such Member’s Interest (but not any rights form and substance reasonably satisfactory to vote, consent, approve, or otherwise participate in the management of the Company, which rights shall remain vested in the transferor Member) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposesParent); provided, howeverfurther, that that, in the case of the foregoing subclause (ii) only, the Shareholder shall remain jointly and severally liable for any breaches or violations by any such Permitted Transferee of the terms hereof. Any Transfer of Shares in violation of this Section 1(b) shall be null and void. The Shareholder further agrees to authorize and request the Company to notify the Company’s transfer shall give agent that there is a stop transfer order with respect to all of the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined Shares owned by the Majority-In-Interest Shareholder and that this Agreement places limits on the Transfer of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderShareholder's Shares.

Restrictions on Transfers. (a) No Member From the date of this Agreement until the consummation of a Qualified IPO, subject to Sections 4 and 5 and the provisions of any severance agreement that the Founder Parties may transfer all or any portion of its Interest enter into, each Founder Party agrees that, without the express prior written consent of the Preferred Majority-In-Interest , he/she/it shall not, directly or indirectly, sell, transfer, pledge, encumber, hypothecate or otherwise dispose of any of Shares he/she/it holds in the Company or any of other Group Companies, except (i) the transfer of the Members. Notwithstanding the foregoing, any Member may transfer Shares held by such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management of the Company, which rights shall remain vested in the transferor Member) to a transferee that is an Affiliate of the transferring Member, Key Party to the Memberapplicable Key Party’s estateparents, children, spouse, or to a custodian, trustee, executor, or other fiduciary for the benefit of such Key Party or such Key Party’s parents, children, spouse for bona fide estate planning purposes and/or the wholly-owned affiliates of such Key Parties (each such transferee, a “Permitted Transferee”) up to ten percent (10%) of the Ordinary Shares that each of the Key Parties holds at the time of transfer. Each Permitted Transferee shall not, directly or indirectly, sell, transfer, pledge, encumber, hypothecate or otherwise dispose of any of Shares he/she/it holds in the Company or any of other Group Companies, and shall enter into a concerted action agreement with the corresponding Key Party to ensure that the voting rights of the transferred Shares remain with such Key Party; or (ii) the transfer of no more than one percent (1%) of the total outstanding Shares of the Company on a fully diluted and as converted basis which is indirectly held by ▇▇▇▇ ▇▇▇ (方锐) through Global Fable Orange Limited after the Closing; for the avoidance of doubt, such transfer shall not be subject to the transfer restriction in Section 4.2 or any other agreement entered into between ▇▇▇▇ ▇▇▇ (方锐) and other Shareholders. In the case that any Share is held by its ultimate beneficial owner through one or more members level of holding companies (including without limitation, the Founder Holdcos), any transfer, repurchase, or new issuance of the Member’s immediate family shares of such holding companies or similar transactions that have the effect of change the beneficial ownership of such Share shall be deemed as an indirect transfer of such Shares. The Parties agree that the restrictions on the transfer of the Shares held by the Founder Party contained in this Agreement shall apply to such indirect transfer and shall not be circumvented by means any indirect transfer of the Shares. Notwithstanding anything to the contrary contained herein, the transfer restrictions in this Section 10.1, Section 4.2 and Section 5.1 shall not apply to any sale or transfer of Shares for the purpose of implementation of the ESOP of the Company (spouse, ancestors, the “ESOP Permitted Transferee”); provided that adequate documentation therefor is provided to the Preferred Shareholders to their satisfaction and descendants) or a trust for their benefit, for estate planning purposesthat any such ESOP Permitted Transferee agrees in writing to be bound by this Agreement and Share Restriction Agreement applicable to the Founder Parties in place of the relevant transferor by executing an Adherence Agreement as provided in Section 6.1(b); provided, howeverfurther, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred transferor shall remain subject to this Agreement. (b) Any transferee liable for any breach by such ESOP Permitted Transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member provision hereunder.

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

Restrictions on Transfers. Notwithstanding any provision to the contrary contained in this Agreement, the restrictions set forth herein shall apply to any and all sales, assignments, or transfers of Units or Economic Interests, as the case may be, and any purported sale, assignment, or transfer in violation of this Agreement shall be void ab initio: (a) No Member may shall make any transfer or assignment of all or any portion part of its Units without first offering to sell such Member’s Units to the other Members in proportion to their respective Membership Interests. If the non-selling Members do not exercise their right of first refusal within 20 days of written notice, then the selling Member may sell their Units to a third party on the same terms and conditions as offered to the non-selling members; (b) Except for a transfer in accordance with Section 8.1(a), no Member shall make any transfer or assignment of all or any part of its Units without first obtaining the consent of the Board, which consent may be withheld in the sole discretion of the Board; (c) No Economic Interest Owner shall make any transfer or assignment of all or any part of its Economic Interests without the express prior written consent of the Majority-In-Interest of the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management of the CompanyBoard, which rights consent shall remain vested in the transferor Member) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposesnot be unreasonably withheld; provided, however, that such consent shall not entitle any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until ; (d) No Member or Economic Interest Owner shall be entitled to sell, assign, transfer, or convey any part of its Units or Economic Interests, as the case may be, if in the opinion of the Board or the Company's then counsel, such sale, assignment, transfer, or conveyance would cause a transferee is admitted termination of the Company under Section 708 of the Code; and (e) No Member or Economic Interest Owner shall be entitled to sell, assign, transfer, or convey any part of its Units or Economic Interests, as the case may be, if in the opinion of the Board or the Company's then counsel, such sale, assignment, transfer, or conveyance would cause the Company to be classified as a substituted Member, at "publicly traded partnership" within the discretion meaning of Section 7704 of the Majority-In-Code and the Regulations thereunder, and therefore, the Board shall not: (i) permit the transfer of any Unit or Economic Interest on an "established securities market" or a "secondary market (or the substantial equivalent thereof)" within the meaning of Section 7704 of the Members, Code and the transferee shall have no right to exercise Regulations thereunder; (ii) permit the transfer of any Unit or Economic Interest that would cause the aggregate of the powerstransfers in the Company's capital or profits to exceed two percent (2%) of the aggregate interests in the Company's capital and profits; or (iii) permit the redemption, rightsresignation, and privileges or withdrawal of a Member hereunder. A Member who has transferred its entire Interest any Unit or Economic Interest, except in accordance compliance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date provisions of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderthis Agreement.

Restrictions on Transfers. Except as otherwise provided herein, Membership Units may be assigned only as follows: (a) No Member may transfer all Unless waived by the Board of Managers, a Membership shall not be transferred in the absence of an opinion of counsel, satisfactory to the Board of Managers, that the registration of the sale of the Membership Unit is not required under the Securities Act of 1933, as amended (the "1933 Act"), or any portion of its Interest without the express written consent of the Majority-In-Interest of the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management of the Company, which rights shall remain vested in the transferor Member) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement.applicable state securities laws; (b) Any transferee transfer of a Membership Unit, other than to an Interest existing Member, shall be effective only to give the Transferee the right to receive the share of allocations and distributions to which the transferor would otherwise be entitled. Any Transferee, who is not already a Member prior to the transfer, shall not have the right to become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by unless the Majoritynon-Intransferring Members holding at least 66-Interest 2/3% of the Members. Upon Membership Units not subject to such executiontransfer, in the transferee exercise of an Interest shall become a substituted Membertheir sole and absolute discretion, expressly consent thereto in writing and the Transferee agrees to be bound by all the terms and conditions of this Agreement as then in effect. Unless and until a transferee Transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee Transferee shall have no right to exercise any of the powers, rights, rights and privileges of a Member hereunder. A Member who has transferred assigned its entire Interest interest in accordance with Section 9.2 to a transferee hereunder all of its Membership Units shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, rights and privileges as a Member hereunder, but shall, unless otherwise relieved of such obligations by agreement of all of the other Members or by operation of law, remain liable for all obligations and duties incurred as a Member. A Transferee who becomes a substitute Member is liable for any obligations of its transferor to make or retain capital contributions as provided in this Agreement and by the Act; provided, however, such transferor shall not be obligated for liabilities of its Transferee unknown to it at the time it became a Member; (c) The Company may, in its reasonable discretion, charge a reasonable fee to cover the additional administrative expenses incurred in connection with or as a consequence of the transfer of its Membership Units; (d) The Company, each Member and any other Person having business with the Company need deal only with Members who are admitted as Members or as substituted Members of the Company, and they shall not be required to deal with any other Person by reason of assignment by a Member or by reason of the death of a Member, except as otherwise provided in this Agreement. In the absence of the substitution (as provided herein) of a Member for an assigning or a deceased Member, any payment to a Member or to a Member's executors or administrators shall release the Company and the Board of Managers from all liability to any other Persons who may be interested in such payment by reason of an assignment by, or the death of, such Member; (e) No Person shall have a perfected lien or security interest in an Interest unless the creation of such security interest is in accordance with the provisions of this Agreement and the Company is notified of such security interest and provided a copy of all documentation with respect thereto, including financing statements, prior to execution and filing; (f) Any transfer not in accord with this Agreement shall be void ab initio; and (g) Each Member agrees not to transfer all or any of its Membership Units (or take or omit to take any action, filing, election, or other action which could result in a deemed transfer) if such transfer (either considered alone or in the aggregate with prior transfers by other Members) would result in the termination of the Company for federal income tax purposes. Such a transfer is void ab initio.

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

Restrictions on Transfers. (a) 9.2.1. No Member may transfer all or any portion of its LLC Interest without the express written consent of the Majority-In-Interest Class A Members holding a majority in interest of the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest non-transferred LLC Interests held by Class A Members in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management of the Company, which rights shall remain vested in the transferor Member) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, their sole and descendants) or a trust for their benefit, for estate planning purposesabsolute discretion; provided, however, that any such Class A Member may transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s all or a portion of its LLC Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreementa Permitted Transferee. (b) 9.2.2. Any transferee of an LLC Interest who is not already a Member shall become a substituted Member only upon executing (i) the express written consent of Class A Members holding a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest Majority in interest of the Members. Upon non-transferred LLC Interests held by Class A Members (provided that if such execution, transferee was a Permitted Transferee such consent shall not be required); (ii) the transferee agreeing to be bound by all the terms and conditions of an Interest shall become a substituted Memberthe Certificate and this Agreement as then in effect; and (iii) receipt of any necessary regulatory approvals. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire LLC Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon transfer of the effective date of such transfer Member’s entire LLC Interest and thereafter shall have no further powers, rights, and privileges as a Member hereunderhereunder except as provided in Section 7.9 and Section 8.5.2. 9.2.3. For the purposes of Section 9.2.1 and Section 9.2.2, in calculating a majority in interest of the non-transferred LLC Interests held by Class A Members, the LLC Interests of a transferring Class A Member shall be excluded. 9.2.4. The LLC, each Member, the Board of Managers, the officers and any other Person or Persons having business with the LLC need deal only with Members who are admitted as Members or as substituted Members of the LLC, and they shall not be required to deal with any other Person by reason of transfer by a Member or by reason of the death of a Member, except as otherwise provided in this Agreement. In the absence of the substitution (as provided herein) of a Member for a transferring or a deceased Member, any payment to a Member or to a Member’s executors or administrators shall acquit the LLC and the Board of Managers of all liability to any other Persons who may be interested in such payment by reason of an assignment by, or the death of, such Member.

Restrictions on Transfers. (a) No Member may The Shareholder hereby agrees that, from the date hereof until the Expiration Time, the Shareholder shall not, directly or indirectly, sell, offer to sell, give, pledge, grant a security interest in, encumber, assign, grant any option for the sale of or otherwise transfer all or dispose, or enter into any portion of its Interest without the express written consent agreement, arrangement or understanding to take any of the Majority-In-Interest foregoing actions with respect to (each, a “Transfer”), any Shares, other than a Transfer of Shares (x) by will or operation of law as a result of the Members. Notwithstanding death of the foregoingShareholder in which case this Agreement shall bind the transferee, any Member may transfer such Member(y) for bona fide estate planning purposes to the Shareholder’s economic interest (i) Affiliates or (ii) immediate family members (each, a “Permitted Transferee”) or (z) for the purpose of satisfying tax obligations incurred in such Memberconnection with an equity award or to satisfy the exercise price of stock options or shares upon the exercise or vesting of equity awards, outstanding or hereinafter granted, under the Company’s Interest (but not any rights to vote2006 Stock Option Plan or 2014 Omnibus Incentive Plan; provided that, consent, approve, or otherwise participate in the management case of the Companyclause (y) only, which rights as a condition to such Transfer, such Permitted Transferee shall remain vested in the transferor Member) be required to execute a transferee that is an Affiliate of the transferring Member, joinder to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposesthis Agreement; provided, howeverfurther, that any such transfer shall give that, in the transferee only case of clause (y) only, the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred Shareholder shall remain subject jointly and severally liable for any breaches by any of such Permitted Transferee of the terms hereof. Any Transfer of Shares in violation of this Section 1(b) shall be null and void. The Shareholder further agrees to this Agreement. (b) Any transferee authorize and request the Company to notify the Company’s transfer agent that there is a stop transfer order with respect to all of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined the Shares owned by the Majority-In-Interest Shareholder and that this Agreement places limits on the Transfer of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderShareholder’s Shares.

Restrictions on Transfers. (a) No Member may transfer shall Transfer all or any portion of its Interest. A Transfer of all or a portion of an Interest includes, without limitation, (a) a Transfer of a beneficial interest in a grantor trust that holds an Interest and (b) an event that causes a grantor trust that holds an Interest not to be treated as a grantor trust for federal income tax purposes. Any purported Transfer of an Interest shall be null and void and of no force or effect whatever, provided that, if the express written consent Company is required to recognize a Transfer, the interest transferred shall be strictly limited to the transferor's rights to allocations and distributions as provided by this Agreement with respect to the transferred Interest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Majority-In-Company) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Interest may have to the Company as a substituted member, and such transferee shall not have any right to any information or accounting of the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management affairs of the Company, which rights shall remain vested in not be entitled to inspect the transferor Member) to a transferee that is an Affiliate books or records of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestorsCompany, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any transferee of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Interest of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges rights of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease under the Act or this Agreement; and the transferor will continue to be a Member upon of the effective date Company. In the case of an attempted Transfer of an Interest, the parties attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company and the other Members from all cost, liability, and damage that the Company or any of such transfer indemnified members may incur (including, without limitation, incremental tax liabilities, lawyers' fees and thereafter shall have no further powers, rights, and privileges expenses) as a Member hereunderresult of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby. Any indemnification payments made to the Company under this Section 10, to the extent paid with respect to costs, liabilities or other damages incurred by a Member, shall immediately be paid by the Company to such Member.

Restrictions on Transfers. No Shareholder shall sell, pledge, encumber, ------------------------- assign, transfer or dispose of all or any of his or its Shares except in compliance with the terms of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, any Shareholder may transfer without the necessity of prior approval all or any of his or its Shares (a) No Member may transfer all by way of gift to his spouse or to any portion of its Interest without the express written consent of the Majority-In-Interest of the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest in such Member’s Interest his lineal descendants or ancestors; (but not any rights to vote, consent, approve, or otherwise participate in the management of the Company, which rights shall remain vested in the transferor Memberb) to any trust for the sole benefit of any one or more of such Shareholder, his spouse or his lineal descendants or ancestors; or (c) in a transferee sale, assignment, transfer or other disposition by the Investor to an affiliate or by a Shareholder that is an Affiliate a partnership or limited liability company to a partner or member of such partnership or limited liability company or retired partner or member who retires after the transferring Member, to the Member’s estatedate hereof, or to one the estate of any such partner or more members member or in a transfer by any partner or member in accordance with (a) or (b) hereof; provided that, except as otherwise provided below, it shall be a condition to any such transfer enumerated in items (a) through (c) above that any such transferee shall agree in writing with the Company and the Shareholders, as a condition to such transfer, to be bound by all of the Member’s immediate family (spouseprovisions of this Agreement in the same manner and to the same extent as the transferor. Notwithstanding anything herein to the contrary, ancestorsthe proviso contained in the immediately preceding sentence shall not be applied to any transfer by Investor of its Shares to any partner of Investor pursuant to a distribution in respect of the partnership interests in Investor in connection with which Investor determines not to require such partners to have agreed in writing to be bound by the terms of this Agreement or to be entitled to the benefit hereof. In addition to the transfers described in the preceding sentence, and descendants▇▇▇▇▇▇ was entitled to cause the Company to redeem $65,000,000 of Common Stock at the per share price of $8.55 pursuant to the Stock Repurchase Agreement attached as Exhibit G to the Series A Purchase Agreement. If ▇▇▇▇▇▇ transfers any Shares pursuant to Section 4(c) or subsequent to a trust for their benefitSeries A Qualified Public Offering, for estate planning purposes; provided, however, that the transferees in any such transfer shall not be bound by or entitled to the benefits of the terms of this Agreement. Notwithstanding anything herein to the contrary, each transfer of Shares must be made in compliance with the 1933 Act and any applicable state and foreign securities laws. Any attempt to transfer any Shares not in compliance with this Agreement shall be null and void and neither the Company nor any transfer agent shall give any effect in the transferee only the right to receive distributions and the income, gain and loss allocable Company's transfer records to such Member’s Interest transfer. No Shareholder shall enter into any agreement or arrangement of any kind with any person or entity with respect to which such Member would otherwise be entitled, and its Shares inconsistent with the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any transferee provisions of an Interest who is not already a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by including, but not limited to, agreements or arrangements with respect to the Majority-In-Interest acquisition, disposition or voting of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderor his Shares.

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

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

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

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

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

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

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

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

Restrictions on Transfers. (a) No Member may transfer all Each Seller covenants and agrees for the benefit of Nanogen that, until the earlier of the termination of this Agreement or the Closing, Seller will not, directly or indirectly: (i) sell, transfer, pledge, hypothecate, encumber, assign, tender or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, hypothecation, encumbrance, assignment, tender or other disposition of, (A) any Elitech Shares or any portion interest therein, or (B) any Other Elitech Purchase Rights; (ii) grant any powers of its Interest without the express written consent attorney or proxies or consents in respect of any of the Majority-In-Interest Elitech Shares, deposit any of the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approveElitech Shares into a voting trust, or otherwise participate in the management of the Company, which rights shall remain vested in the transferor Memberenter into a voting agreement with respect to such Elitech Shares; or (iii) to a transferee that is an Affiliate of the transferring Member, take any other action with respect to the Member’s estateElitech Shares that would in any way restrict, limit, or to one interfere with the performance of Seller’s obligations hereunder or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to transactions contemplated by this Agreement. (b) Any transferee of an Interest who is not already Notwithstanding the foregoing, any Seller may assign or transfer Elitech Shares to any Permitted Transferee, provided, however, that the Seller shall require such Permitted Transferee to execute a Member shall become a substituted Member only upon executing a signature page or Joinder Agreement joinder to this Agreement in form and substance satisfactory to Nanogen in which such Permitted Transferee agrees to be bound by all the terms and provisions of this Agreement. “Permitted Transferee” means (i) a Seller’s spouse, as determined children, parents or siblings (collectively, “Family Members”), (ii) a Seller’s estate, (iii) any trust solely for the benefit of a Seller and/or any Family Member(s) and of which such Seller and/or any such Family Member(s) is the trustee or are the trustees, (iv) any partnership, corporation or limited liability company which is wholly owned and controlled by the Majority-In-Interest of the Members. Upon a Seller and/or any such execution, the transferee of an Interest shall become a substituted Member. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rightsFamily Member(s), and privileges of a Member hereunder. A Member who has transferred its entire Interest (v) any other Seller or an Affiliate thereof previously disclosed to Nanogen in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunderwriting.

Restrictions on Transfers. (a) 9.2.1. No Member may transfer all or any portion of its LLC Interest without the express written consent of the Majority-In-Interest Class A Members holding a majority in interest of the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest non-transferred LLC Interests held by Class A Members in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management of the Company, which rights shall remain vested in the transferor Member) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, their sole and descendants) or a trust for their benefit, for estate planning purposesabsolute discretion; provided, however, that any such Class A Member may transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s all or a portion of its LLC Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreementa Permitted Transferee. (b) 9.2.2. Any transferee of an LLC Interest who is not already a Member shall become a substituted Member only upon executing (i) the express written consent of Class A Members holding a signature page or Joinder Agreement to this Agreement, as determined by the Majority-In-Majority in Interest of the Members. Upon non-transferred LLC Interests held by Class A Members (provided that if such execution, transferee was a Permitted Transferee such consent shall not be required); (ii) the transferee agreeing to be bound by all the terms and conditions of an Interest shall become a substituted Memberthe Certificate and this Agreement as then in effect; and (iii) receipt of any necessary regulatory approvals. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire LLC Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon transfer of the effective date of such transfer Member’s entire LLC Interest and thereafter shall have no further powers, rights, and privileges as a Member hereunderhereunder except as provided in Section 7.9 and Section 8.5.2. 9.2.3. For the purposes of Section 9.2.1 and Section 9.2.2, in calculating a majority in interest of the non-transferred LLC Interests held by Class A Members, the LLC Interests of a transferring Class A Member shall be excluded. 9.2.4. The LLC, each Member, the Board of Managers, the officers and any other Person or Persons having business with the LLC need deal only with Members who are admitted as Members or as substituted Members of the LLC, and they shall not be required to deal with any other Person by reason of transfer by a Member or by reason of the death of a Member, except as otherwise provided in this Agreement. In the absence of the substitution (as provided herein) of a Member for a transferring or a deceased Member, any payment to a Member or to a Member’s executors or administrators shall acquit the LLC and the Board of Managers of all liability to any other Persons who may be interested in such payment by reason of an assignment by, or the death of, such Member.

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

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

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

Restrictions on Transfers. The Getty Investors hereby agree that, from the date hereof until the Expiration Time, the Getty Investors shall not, and shall cause their controlled Affiliates not to, directly or indirectly, sell, offer to sell, give, pledge, grant a security interest in, encumber, assign, grant any option for the sale of or otherwise transfer (aincluding by operation of Law) No Member may transfer all or dispose of any Shares or any portion of its Interest without the express written consent voting or economic interest therein, or enter into any agreement, arrangement or understanding to take any of the Majority-In-Interest of the Members. Notwithstanding the foregoingforegoing actions (each, any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management of the Company, which rights shall remain vested in the transferor Member) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes“Transfer”); provided, however, that notwithstanding anything to the contrary in this Letter Agreement, a Transfer shall not include any Getty Family Permitted Encumbrance (as defined below); provided, further, a Transfer of any Shares upon a foreclosure under a Getty Family Permitted Encumbrance or the subsequent Transfer of Shares subject thereto shall constitute a Transfer. Notwithstanding the foregoing, this Section 5(a) shall not prohibit a Transfer of Shares by the Getty Investors (A) to any controlled Affiliate of the Getty Investors or to any Getty Family Affiliate (as defined below), (B) by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the family of the Getty Investors, (C) for estate planning purposes, in each of clauses (A) - (C), so long as such transfer shall give the transferee only the right to receive distributions and the incometransferee, gain and loss allocable prior to such Member’s Interest Transfer, executes a joinder to this Letter Agreement, in a form reasonably acceptable to Parent (such acceptance not to be unreasonably withheld, conditioned or delayed), pursuant to which such Member would otherwise transferee agrees to become a party to this Letter Agreement and be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any transferee of an Interest who is not already a Member shall the restrictions and obligations applicable to the Getty Investors and otherwise become a substituted Member only upon executing a signature page or Joinder party for all purposes of this Letter Agreement to the extent relating to such transferred Shares. Prior to the Expiration Time, any Transfer in violation of this Agreement, as determined by Section 5(a) shall be null and void ab initio. For the Majority-In-Interest purposes of the Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless Section 4 and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire Interest in accordance with this Section 9.2 to a transferee hereunder shall cease to be a Member upon the effective date of such transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunder.5:

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

Restrictions on Transfers. (a) No Member may transfer all or any portion of its Interest without the express written consent of the Majority-In-Interest of the Members9.2.1. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, or otherwise participate in the management of the Company, which rights shall remain vested in the transferor Member) to a transferee that is an Affiliate of the transferring Member, to the Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee only the right to receive distributions and the income, gain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement. (b) Any transferee of an LLC Interest who is not already a Member shall become a substituted Member only (i) upon executing a signature page or Joinder Agreement the transferee agreeing to this Agreement, as determined be bound by all the Majority-In-Interest terms and conditions of the Members. Upon such execution, Certificate and this Agreement as then in effect and (ii) upon the transferee approval of an Interest shall become at least a substituted Membermajority of the Managers. Unless and until a transferee is admitted as a substituted Member, at the discretion of the Majority-In-Interest of the Members, the transferee shall have no right to exercise any of the powers, rights, and privileges of a Member hereunder. A Member who has transferred its entire LLC Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon transfer of the effective date of such transfer Member’s entire LLC Interest and thereafter shall have no further powers, rights, and privileges as a Member hereunderhereunder except as provided in Section 7.6 and Section 8.6.2. 9.2.2. For the purpose of Section 9.2.1, in calculating a majority in interest of the non transferred LLC Interests, the LLC Interests of the transferring Member shall be excluded. 9.2.3. The LLC, each Member, the Board of Managers, the officers and any other person or persons having business with the LLC need deal only with Members who are admitted as Members or as substituted Members of the LLC, and they shall not be required to deal with any other person by reason of transfer by a Member or by reason of the death of a Member, except as otherwise provided in this Agreement. In the absence of the substitution (as provided herein) of a Member for a transferring or a deceased Member, any payment to a Member or to a Member’s executors or administrators shall acquit the LLC and the Board of Managers of all liability to any other persons who may be interested in such payment by reason of an assignment by, or the death of, such Member. 9.2.4. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest in such Member’s LLC Interest to a transferee which, directly or indirectly, controls, is controlled by, or under common control with, such Member; provided, however, such transfer shall give the transferee only the right to receive distributions, income, gain and loss allocable to such Member’s LLC Interest to which such Member would otherwise be entitled.