Common use of Transfers of Rights Clause in Contracts

Transfers of Rights. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto. The registration rights under Section 2 hereof, the information rights under Section 3 hereof, and the rights of first refusal under Section 4 hereof, may only be transferred to transferees or assignees acquiring the greater of (a) at least 300,000 shares of Series A Preferred Stock, Series B Preferred Stock and/or Series C Preferred Stock (on an as-converted basis and subject to appropriate adjustment for stock splits, stock dividends, combinations, and other recapitalizations) or (b) all shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (or Common Stock issued upon conversion thereof), then held by the transferor; provided that each transferee or assignee of rights under this Agreement shall continue to be subject to the terms hereof, and, as a condition to the Company’s recognizing such transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Adoption Agreement substantially in the form attached hereto as Exhibit A. Upon the execution and delivery of an Adoption Agreement by any transferee, such transferee shall be deemed to be a party hereto as if such transferee’s signature appeared on the signature pages of this Agreement. By execution of this Agreement or of any Adoption Agreement, each of the parties appoints the Company as its attorney in fact for the purpose of executing any Adoption Agreement that may be required to be delivered under the terms of this Agreement. The Company shall not permit the transfer of the Registrable Securities subject to this Agreement on its books or issue a new certificate representing any such Registrable Securities unless and until such transferee shall have complied with the terms of this Section 6.2. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties or their respective executors, administrators, heirs, successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. Notwithstanding the foregoing, the rights of first refusal contained in Section 4 may be transferred or assigned only to a Person that is an “accredited” investor as defined in Rule 501 of the Securities Act.

Transfers of Rights. Except as otherwise expressly provided herein, the provisions hereof shall inure Upon notice to the benefit ofCompany, and be binding upon, a Holder may transfer Registrable Shares voluntarily or by operation of law at any time prior to the successors, permitted assigns, heirs, executors and administrators receipt of the parties hereto. The written notice of a proposed registration rights under pursuant to Section 2 hereof, the information rights under Section 3 hereof2.1(b), and the rights transferee of first refusal under Section 4 hereof, may only be transferred to transferees or assignees acquiring the greater of (a) at least 300,000 shares of Series A Preferred Stock, Series B Preferred Stock and/or Series C Preferred Stock (on an as-converted basis and subject to appropriate adjustment for stock splits, stock dividends, combinations, and other recapitalizations) or (b) all shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (or Common Stock issued upon conversion thereof), then held by the transferor; provided that each transferee or assignee of rights under this Agreement shall continue to be subject to the terms hereof, and, as a condition to the Company’s recognizing such transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Adoption Agreement substantially in the form attached hereto as Exhibit A. Upon the execution and delivery of an Adoption Agreement by any transferee, such transferee shall be deemed to be a party hereto as if such transferee’s signature appeared on the signature pages of this Agreement. By execution of this Agreement or of any Adoption Agreement, each of the parties appoints the Company as its attorney in fact for the purpose of executing any Adoption Agreement that may be required to be delivered under the terms of this Agreement. The Company shall not permit the transfer of the Registrable Securities subject to this Agreement on its books or issue a new certificate representing any such Registrable Securities unless and until such transferee Shares shall have complied with the terms of this Section 6.2. Nothing in this Agreement, express no rights or implied, is intended obligations pursuant to confer upon any party other than the parties or their respective executors, administrators, heirs, successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. Notwithstanding the foregoing, a Holder may not transfer Registrable Shares voluntarily or by operation of law at any time during the period commencing on the date of receipt of written notice of a proposed registration pursuant to Section 2.1(b) through the earlier of the date of (i) expiration of the lock-up agreement referred to in Section 2.8 relating to such registration or (ii) receipt of written notice from the Company of the withdrawal by the Initiating Holders of their request for such registration, unless any person or entity to which Registrable Shares are to be transferred agrees in writing to be bound by the obligations under Section 2.7 to the same extent as if such transferee were a Holder hereunder. Each of the GS Entities may assign its rights and obligations hereunder (in whole or in part) to any Person to which such GS Entity transfers its ownership of at least 1,000,000 Registrable Shares (collectively, “Permitted Transferees”) (and any Permitted Transferee may transfer such rights and obligations to any subsequent Permitted Transferee). Any such assignment shall be effective upon receipt by the Company of (x) written notice from the transferring GS Entity stating the name and address of any Permitted Transferee and identifying the number of shares of Registrable Shares with respect to which the rights of first refusal contained in Section 4 may be under this Agreement are being transferred or assigned only to a Person that is an “accredited” investor as defined in Rule 501 and the nature of the Securities Actrights so transferred and (y) a written agreement from such Permitted Transferee to be bound by the applicable terms of this Agreement.

Transfers of Rights. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto. The registration rights under Section 2 hereof, the information rights under Section 3 hereof, and the rights of first refusal under Section 4 hereof, may only be transferred to transferees or assignees acquiring the greater of (a) at least 300,000 shares If an Investor transfers Registrable Shares it owns to a third party, such party shall succeed to the rights and obligations of Series A Preferred Stocksuch Investor under this Agreement with respect to such Registrable Shares and be treated hereunder as if it were a separate “Investor” hereunder, Series B Preferred Stock and/or Series C Preferred Stock but only if (on i) the transfer is made to a party to whom such Investor is permitted to transfer Common Shares under section 4.2(b)(i) of the applicable Investment Agreement (a “Permitted Transferee”) and (ii) such party signs and delivers to the Company a written acknowledgment (in form and substance reasonably satisfactory to the Company) that it has succeeded to such Investor as a party to this Agreement and has assumed the rights and obligations of such Investor hereunder. Each such transfer shall be effective when (but only when) the transferred securities are registered in the name of the transferee and the transferee has signed and delivered the written acknowledgment to the Company. Upon any such effective transfer, the transferee shall automatically become and have the rights and obligations of an as-converted basis Investor with respect to the Registrable Shares so transferred and subject the transferor shall automatically cease to appropriate adjustment for stock splitsbe and to have the rights and obligations of an Investor but only with respect to the transferred Registrable Shares and the transferor shall otherwise maintain all of its rights and obligations as a separate Investor hereunder, stock dividends, combinations, and other recapitalizations) or (b) all shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (or Common Stock issued upon conversion thereof), then held by the transferor; provided that each transferee the rights and obligations of the transferor arising under Section 8 or assignee otherwise hereunder with respect to periods and matters existing before such cessation shall survive such cessation. Notwithstanding any other provision of this Agreement, no Person who acquires securities transferred in violation of this Agreement or the applicable Investment Agreement, or who acquires securities that are not or upon acquisition cease to be Registrable Shares, shall have any rights under this Agreement shall continue with respect to be subject to the terms hereofsuch securities, and, as a condition to the Company’s recognizing and such transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Adoption Agreement substantially in the form attached hereto as Exhibit A. Upon the execution and delivery of an Adoption Agreement by any transferee, such transferee shall be deemed to be a party hereto as if such transferee’s signature appeared on the signature pages of this Agreement. By execution of this Agreement or of any Adoption Agreement, each of the parties appoints the Company as its attorney in fact for the purpose of executing any Adoption Agreement that may be required to be delivered under the terms of this Agreement. The Company securities shall not permit have the transfer of the benefits afforded hereunder to Registrable Securities subject to this Agreement on its books or issue a new certificate representing any such Registrable Securities unless and until such transferee shall have complied with the terms of this Section 6.2. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties or their respective executors, administrators, heirs, successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. Notwithstanding the foregoing, the rights of first refusal contained in Section 4 may be transferred or assigned only to a Person that is an “accredited” investor as defined in Rule 501 of the Securities ActShares.

Transfers of Rights. (a) A Xxxx Family Stockholder may not Transfer any of its Xxxx Family Shares, directly or indirectly, except upon compliance with the terms of this SECTION 4. (i) Except as otherwise expressly provided hereinin SECTION 4(b) or (c), if any Xxxx Family Stockholder desires to Transfer any of its Xxxx Family Shares (such Xxxx Family Stockholder being herein referred to herein as the "XXXX FAMILY TRANSFEROR MEMBER") to any Person, the provisions hereof Xxxx Family Transferor shall inure promptly furnish to all other Xxxx Family Stockholders, a notice (the benefit of, "NOTICE OF TRANSFER") of such desire to Transfer such Xxxx Family Shares and be binding upon(A) if a BONA FIDE offer has been made to purchase such Xxxx Family Shares, the successorsBONA FIDE offered price for such Xxxx Family Shares proposed to be Transferred, permitted assignsthe method of payment of such offered price, heirs, executors and administrators the identity of the parties hereto. The registration rights under Section 2 hereofprospective purchaser or purchasers (the "PROPOSED PURCHASER") and all other pertinent terms and conditions of such BONA FIDE offer or (B) if the proposed Transfer is to other than a Person making a BONA FIDE offer to purchase the Xxxx Family Shares, the information rights under Section 3 hereof, Fair Market Value of the Xxxx Family Shares and the rights identity of first refusal under Section 4 hereofthe proposed transferees. (ii) For a period of 5 days commencing on the date of delivery of the Notice of Transfer, may only the Xxxx Family Stockholders shall have the right to purchase all or any portion of the Xxxx Family Shares proposed to be transferred on the same terms as set forth in the Notice of Transfer; PROVIDED, HOWEVER, that the price for such Xxxx Family Shares shall be equal to transferees or assignees acquiring the greater of (ai) the Fair Market Value of such Xxxx Family Shares and (ii) price set forth in the Notice of Transfer. The specific portion of such Xxxx Family Shares which each Xxxx Family Stockholder shall be so entitled to purchase shall be determined on a PRO RATA basis in proportion to the respective Xxxx Family Shares owned by each Xxxx Family Stockholder desiring to purchase the Xxxx Family Shares available for purchase. If any Xxxx Family Stockholder desires to purchase the Xxxx Family Shares, it shall give notice of such desire to the Xxxx Family Transferor and the other Xxxx Family Stockholders confirming such desire. If any Xxxx Family Stockholder does not purchase its full PRO RATA share of any such Xxxx Family Shares proposed to be Transferred, such unpurchased Xxxx Family Shares shall be offered by the Xxxx Family Transferor to the Xxxx Family Stockholders subscribing to purchase Xxxx Family Shares on a PRO RATA basis on similar terms of purchase. (iii) If the Xxxx Family Stockholders do not purchase, in accordance with the provisions of clause (ii) above, all of the Xxxx Family Shares proposed to be Transferred by the Xxxx Family Transferor, then for an additional period of 3 days commencing on the earlier of the date that (A) the Xxxx Family Stockholders' right to purchase such Xxxx Family Shares has expired or the Xxxx Family Stockholders notify the Xxxx Family Transferor in writing that the Xxxx Family Stockholders have determined not to exercise such right or (B) the Xxxx Family Stockholders each notify the Xxxx Family Transferor in writing of their collective intent to exercise such right only with respect to a portion of such Xxxx Family Shares, the Xxxx Family Affiliates shall have the right to purchase all or any portion of the Xxxx Family Shares not so purchased by the Xxxx Family Stockholders on the same terms and conditions and at least 300,000 shares the same price at which the Xxxx Family Stockholders were so entitled to purchase such Xxxx Family Shares remaining for purchase. The specific portion of Series A Preferred Stocksuch Xxxx Family Shares which each Xxxx Family Affiliate shall be so entitled to purchase shall be determined by SWR. If any Xxxx Family Affiliate desires to purchase the Xxxx Family Shares, Series B Preferred Stock and/or Series C Preferred Stock it shall give notice of such desire to the Xxxx Family Transferor and the Xxxx Family Stockholders confirming such desire. (iv) The closing of any purchase by the Xxxx Family Stockholders or any Xxxx Family Affiliates (each a "XXXX FAMILY PURCHASER") of any offered Xxxx Family Shares as provided in this SECTION 4(a) shall take place on such date as designated by such Xxxx Family Purchaser occurring within 10 days after receipt by the Xxxx Family Transferor of notice from such Xxxx Family Purchaser of the exercise of such Xxxx Family Purchaser's right to purchase hereunder. At the closing of any purchase of the Xxxx Family Shares, the Xxxx Family Transferor will transfer, assign and deliver, or cause to be transferred, assigned and delivered to the Xxxx Family Purchaser any certificates or other evidence representing the Xxxx Family Shares being purchased, duly endorsed or accompanied by transfer powers duly executed by the Xxxx Family Transferor or his duly appointed legal representative or authorized agent with such signature thereon duly guaranteed. Upon the delivery of and payment for the Xxxx Family Shares as contemplated in this Agreement, the Xxxx Family Purchaser shall receive good title to such Xxxx Family Shares free and clear of any lien, claim, equity or encumbrance of any nature whatsoever. Upon request by the Xxxx Family Purchaser, the Xxxx Family Transferor shall deliver an as-converted basis opinion of counsel, reasonably acceptable to the Xxxx Family Purchaser, as to the matters contained in the preceding sentence and as to such other matters as the Xxxx Family Purchaser may reasonably request. (v) If, after compliance with the foregoing provisions of this SECTION 4(a) the Xxxx Family Stockholders and the Xxxx Family Affiliates, taken together, fail to purchase all of the Xxxx Family Shares proposed to be Transferred by the Xxxx Family Transferor, then for a period of 15 days commencing on the date that none of Xxxx Family Stockholders or any Xxxx Family Affiliates remain entitled to exercise their respective rights to purchase any offered Xxxx Family Shares in accordance with the foregoing provisions of this SECTION 4(a)(i), the Xxxx Family Transferor may Transfer any of the Xxxx Family Shares described in the Notice of Transfer which the Xxxx Family Stockholders or any Xxxx Family Affiliates are not purchasing; PROVIDED, HOWEVER, that any such Transfer must be made upon the terms and conditions set forth in the Notice of Transfer, except that the price shall be equal to the greater of (i) the Fair Market Value of such Xxxx Family Shares on the date of such Transfer and (ii) price set forth in the Notice of Transfer. All Xxxx Family Shares so Transferred shall no longer be subject to appropriate adjustment for stock splitsthis Agreement. If the Xxxx Family Transferor shall not consummate the Transfer of such remaining Xxxx Family Shares within such 15-day period, stock dividends, combinations, such Xxxx Family Shares shall remain subject to the provisions of this Agreement and other recapitalizations) or the Xxxx Family Transferor shall not thereafter Transfer any such Xxxx Family Shares to any Person without again first complying with all of the provisions of this Agreement. (b) all shares Notwithstanding anything contained herein to the contrary, a Xxxx Family Stockholder may Transfer Xxxx Family Shares to any other Xxxx Family Stockholder without complying with the provisions of Series A Preferred StockSECTION 4(a). (c) Notwithstanding anything contained herein to the contrary, Series B Preferred Stock and Series C Preferred Stock a Xxxx Family Stockholder may Transfer Xxxx Family Shares to any Xxxx Family Affiliate or organization that qualifies as a tax exempt organization pursuant to 501(c)(3) of the Internal Revenue Code of 1986 without complying with the provisions of SECTION 4(a); PROVIDED, HOWEVER, that such Xxxx Family Affiliate or organization shall sign a counterpart of this Agreement, agreeing to be a Subject Shareholder bound by the provisions hereof; PROVIDED, FURTHER, that if a person or entity constitutes a Xxxx Family Affiliate solely because of a spousal relationship involving a lineal descendant of PGR or SWR (or Common Stock issued upon conversion thereofa "MARRIAGE AFFILIATE"), then held (i) such Marriage Affiliate must deliver a Notice of Transfer within 30 days (or, if such Marriage Affiliate shall fail to deliver such Notice of Transfer within such 30 day period, any Xxxx Family Stockholder may deliver on such Marriage Affiliate's behalf) of (A) the death or divorce of such lineal descendant with respect to all Xxxx Family Shares owned by such Marriage Affiliate immediately prior to such death or divorce and (B) the transferor; provided receipt of any Xxxx Family Shares by such Marriage Affiliate as a result of such death or divorce with respect to such Xxxx Family Shares so received, (ii) the Xxxx Family Shares subject to a Notice of Transfer required by (i) shall be considered the subject of a proposed Transfer at the Fair Market Value, and (iii) SECTION 4(a) shall apply to all such Xxxx Family Shares subject to a Notice of Transfer required by (i) EXCEPT that each transferee a period of 60 days shall be substituted for any reference to a period of days in such SECTION 4(a). (d) Notwithstanding anything contained herein to the contrary, a Xxxx Family Stockholder may pledge, hypothecate or assignee encumber Xxxx Family Shares, to the extent such pledge, hypothecation or encumbrance is made to a party pursuant to a bona fide pledge, hypothecation or encumbrance of rights under this Agreement such Xxxx Family Shares as collateral security for indebtedness due to such party (the "BONA FIDE PLEDGEE"), PROVIDED that (i) upon any release or termination of such pledge, hypothecation or encumbrance, such shares shall continue to constitute Xxxx Family Shares and the holder of such Xxxx Family Shares shall be subject to the terms hereof, and, as a condition to the Company’s recognizing such transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Adoption Agreement substantially (ii) in the form attached hereto as Exhibit A. Upon event of foreclosure or other similar action (including, with respect to indebtedness incurred pursuant to a loan agreement or credit facility entered into on or prior to the execution and delivery of an Adoption Agreement by any transferee, such transferee shall be deemed to be a party hereto as if such transferee’s signature appeared on the signature pages date of this Agreement. By execution , any other sale or transfer of this Agreement or of any Adoption Agreement, each such shares at a time when the lender is entitled to exercise its right to foreclose and sell such pledged shares under the terms and conditions of the parties appoints pledge, security or similar agreement related to such loan agreement or credit facility where the Company as its attorney in fact for proceeds therefrom will be used to satisfy such indebtedness (and costs and expenses payable by the purpose borrower pursuant to such loan agreement or credit facility) upon a default of executing any Adoption Agreement that may be required to be delivered the borrower's obligations under the terms of this Agreement. The Company shall not permit such loan agreement or credit facility) by the transfer of the Registrable Securities subject to this Agreement on its books or issue a new certificate representing Bona Fide Pledgee, any such Registrable Securities unless pledged shares may be transferred in any manner permitted by law free and until such transferee shall have complied with the terms clear of this Section 6.2. Nothing all terms, conditions and restrictions contained in this Agreement, express . (e) (i) The "FAIR MARKET VALUE" of a Xxxx Family Share shall be the average of the per share daily prices on the New York Stock Exchange of Aon Common Stock as reported in the New York Stock Exchange Composite Transactions (on the Transaction Reporting System operated by the Consolidated Tape Association) during the 20 consecutive trading days ending on the day prior to (i) Notice of the Transfer in the case of a Xxxx Family Stockholder or implied, is intended to confer upon any party other than the parties or their respective executors, administrators, heirs, successors and assigns any rights, remedies, obligationsXxxx Family Affiliate, or liabilities under or by reason (ii) consummation of this Agreement, except as expressly provided in this Agreement. Notwithstanding the foregoing, the rights of first refusal contained in Section 4 may be transferred or assigned only a Transfer to a any other Person that is an “accredited” investor as defined in Rule 501 of the Securities Actpursuant to SECTION 4(a)(v) above.

Transfers of Rights. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto. The registration rights under Section 2 hereof, the information rights under Section 3 hereof, and the rights of first refusal under Section 4 hereof, may only be transferred to transferees or assignees acquiring the greater of (a) at least 300,000 shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and/or Series C D Preferred Stock (on an as-converted basis and subject to appropriate adjustment for stock splits, stock dividends, combinations, and other recapitalizations) or (b) all shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series C D Preferred Stock (or Common Stock issued upon conversion thereof), then held by the transferor; provided that each transferee or assignee of rights under this Agreement shall continue to be subject to the terms hereof, and, as a condition to the Company’s recognizing such transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Adoption Agreement substantially in the form attached hereto as Exhibit A. Upon the execution and delivery of an Adoption Agreement by any transferee, such transferee shall be deemed to be a party hereto as if such transferee’s signature appeared on the signature pages of this Agreement. By execution of this Agreement or of any Adoption Agreement, each of the parties appoints the Company as its attorney in fact for the purpose of executing any Adoption Agreement that may be required to be delivered under the terms of this Agreement. The Company shall not permit the transfer of the Registrable Securities subject to this Agreement on its books or issue a new certificate representing any such Registrable Securities unless and until such transferee shall have complied with the terms of this Section 6.2. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties or their respective executors, administrators, heirs, successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. Notwithstanding the foregoing, the rights of first refusal contained in Section 4 may be transferred or assigned only to a Person that is an “accredited” investor as defined in Rule 501 of the Securities Act.

Transfers of Rights. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto. The registration rights under Section 2 hereof, the information rights under Section 3 hereof, and the rights of first refusal under Section 4 hereof, may only be transferred to transferees or assignees acquiring the greater of (a) at least 300,000 shares The rights granted to a Stockholder under this Agreement may be transferred by such Stockholder to another person or entity that is then a Stockholder, to any affiliate of Series A Preferred Stock, Series B Preferred Stock and/or Series C Preferred Stock the Company or to any person or entity acquiring the lesser of (on an as-converted basis and subject to appropriate adjustment i) all of the Registrable Shares held by such Stockholder or (ii) 30,000 of the Registrable Shares (as adjusted for stock splits, stock dividends, combinationsrecapitalization or similar events). (b) Any transferee (other than a Rights Holder) to whom rights under this Agreement are transferred shall, as a condition to such transfer, deliver to the Company a written instrument by which such transferee identifies itself, gives the Company notice of the transfer of such rights, indicates the Registrable Shares owned by it and agrees to be bound by the obligations imposed upon Stockholders under this Agreement. (c) A transferee to whom rights are transferred pursuant to this Section 13 may not again transfer such rights to any other recapitalizationsperson or entity, other than as provided in paragraphs (a) or (b) all shares of Series A Preferred Stockabove. (d) Notwithstanding anything to the contrary herein, Series B Preferred Stock and Series C Preferred Stock (i) any Stockholder which is a partnership or Common Stock issued upon conversion thereof), then held by the transferor; provided that each transferee or assignee of corporation may transfer rights granted to such Stockholder under this Agreement shall continue to be subject any partner or stockholder thereof to whom Registrable Shares are transferred and who delivers to the terms hereof, and, as Company a condition written instrument in accordance with paragraph (b) above which contains a representation that the transfer is exempt from registration under the Securities Act and (ii) any Stockholder who is an individual may transfer the rights granted to such Stockholder under this Agreement to any trust for the benefit of members of such Stockholder's family to whom Registrable Shares are transferred and who delivers to the Company’s recognizing Company written instrument in accordance with paragraph (b) above which contains a representation that the transfer is exempt from registration under the Securities Act. In the event of such transfer, each transferee such partner, or assignee stockholder or trust shall agree in writing to be subject to each of the terms deemed a Stockholder for purposes of this Agreement by executing and delivering an Adoption Agreement substantially may again transfer such rights to any other person or entity which acquires Registrable Shares from such partner, stockholder or trust, in accordance with, and subject to, the form attached hereto provisions of paragraphs (a), (b) and (c) above. (e) Except as Exhibit A. Upon the execution and delivery of an Adoption Agreement by any transfereeprovided in this Section 12, such transferee shall be deemed to be a no party hereto as if such transferee’s signature appeared on the signature pages of this Agreement. By execution of this Agreement or of any Adoption Agreement, each of the parties appoints the Company as its attorney in fact for the purpose of executing any Adoption Agreement that may be required to be delivered under the terms of this Agreement. The Company shall not permit the transfer of the Registrable Securities subject to this Agreement on may transfer or assign any of its books or issue a new certificate representing any such Registrable Securities unless and until such transferee shall have complied with the terms of this Section 6.2. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties or their respective executors, administrators, heirs, successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. Notwithstanding the foregoing, the rights of first refusal contained in Section 4 may be transferred or assigned only to a Person that is an “accredited” investor as defined in Rule 501 of the Securities Acthereunder.

Transfers of Rights. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto. The registration rights under Section 2 hereof, the information rights under Section 3 hereofThis Agreement, and the rights and obligations of first refusal under Section 4 hereofthe Stockholders hereunder, may only be transferred assigned by the Stockholders as follows: 9.1 by the Original Stockholder, to transferees any person or assignees acquiring the greater of entity (a) at least 300,000 to whom or which the Original Stockholder transfers Registrable Shares or grants the right or option to purchase Registrable Shares, and (b) who or which is an officer or director of the Original Stockholder or an "affiliate" or "associate" (as such terms are defined under the Securities Act) of the Original Stockholder (an "IDG Affiliated Stockholder"), in which event the rights provided to the Original Stockholder under this Agreement shall automatically and without further action be assigned to such transferee or grantee in respect of such shares; 9.2 by any IDG Affiliated Stockholder, to any other person or entity to whom the IDG Affiliated Stockholder transfers Registrable Shares and who is also an IDG Affiliated Stockholder, in which event the rights provided to Stockholders under this Agreement shall automatically and without further action be assigned to such transferee in respect of such shares; 9.3 by any Stockholder, to any person or entity, other than a transferee pursuant to Section 9.1 or 9.2, to whom the Stockholder transfers Registrable Shares, in which event the rights provided to Stockholders under this Agreement may be assigned to such transferee in respect of such shares; provided that the number of Registrable Shares so transferred is not less than 100,000 shares of Series A Preferred Stock, Series B Preferred Stock and/or Series C Preferred Stock (on an as-converted basis and subject to appropriate adjustment as adjusted for future stock splits, stock dividends, combinationsreclassifications, recapitalization or similar events); and other recapitalizations) or (b) all shares provided further that the Company receives written notice from such transferee within 30 days of Series A Preferred Stock, Series B Preferred Stock such transfer and Series C Preferred Stock (or Common Stock issued upon conversion thereof), then held by assignment to the transferor; effect that such transferee has been assigned the rights provided that each transferee or assignee of rights to Stockholders under this Agreement shall continue Agreement. In any case in which rights are assigned pursuant to be subject to this Section 9, the terms hereof, and, as a condition to the Company’s recognizing such transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Adoption Agreement substantially in the form attached hereto as Exhibit A. Upon the execution and delivery of an Adoption Agreement by any transferee, such transferee shall be deemed to be a party hereto as if such transferee’s signature appeared on the signature pages of this Agreement. By execution "Stockholder" for purposes of this Agreement or of any Adoption Agreement, each of and be bound by all the parties appoints the Company as its attorney in fact for the purpose of executing any Adoption Agreement that may be required obligations to be delivered which Stockholders are bound under the terms of this Agreement. The Company shall not permit the transfer of the Registrable Securities subject to this Agreement on its books or issue a new certificate representing any such Registrable Securities unless and until such transferee shall have complied with the terms of this Section 6.2. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties or their respective executors, administrators, heirs, successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. Notwithstanding the foregoing, the rights of first refusal contained in Section 4 may be transferred or assigned only to a Person that is an “accredited” investor as defined in Rule 501 of the Securities Act.

Transfers of Rights. Except (a) If the Investor transfers any rights to a Permitted Transferee in accordance with the Warrant Issuance Agreement, such Permitted Transferee shall, together with all other such Permitted Transferees and the Investor, also have the rights of the Investor under this Agreement, but only if the Permitted Transferee signs and delivers to the Company a written acknowledgment (in form and substance satisfactory to the Company) that it has joined with the Investor and the other Permitted Transferees as otherwise expressly provided hereina party to this Agreement and has assumed the rights and obligations of the Investor hereunder with respect to the rights transferred to it by the Investor. Each such transfer shall be effective when (but only when) the Permitted Transferee has signed and delivered the written acknowledgment to the Company. Upon any such effective transfer, the provisions hereof Permitted Transferee shall inure to automatically have the benefit ofrights so transferred, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto. The registration rights Investor’s obligations under Section 2 hereof, the information rights under Section 3 hereofthis Agreement, and the rights of first refusal under Section 4 hereofnot so transferred, may only be transferred to transferees or assignees acquiring the greater of (a) at least 300,000 shares of Series A Preferred Stock, Series B Preferred Stock and/or Series C Preferred Stock (on an as-converted basis and subject to appropriate adjustment for stock splits, stock dividends, combinations, and other recapitalizations) or (b) all shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (or Common Stock issued upon conversion thereof), then held by the transferorshall continue; provided that each transferee so long as the original Investor (not including any Permitted Transferee) has any remaining Registrable Shares, the right to request Demand Registrations and Shelf Registrations shall be held only by the original Investor (and not any Permitted Transferees) and under no circumstances shall the Company be required to provide (i) more than three (3) Demand Registrations and (ii) more than two (2) Shelf Registration (or assignee three (3) in the event the Investor elects to exchange one of its Demand Rights for a Shelf Registration). Notwithstanding any other provision of this Agreement, no Person who acquires securities transferred in violation of this Agreement or the Warrant Issuance Agreement, or who acquires securities that are not or upon acquisition cease to be Registrable Shares, shall have any rights under this Agreement shall continue with respect to be subject to the terms hereofsuch securities, and, as a condition to the Company’s recognizing and such transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Adoption Agreement substantially in the form attached hereto as Exhibit A. Upon the execution and delivery of an Adoption Agreement by any transferee, such transferee shall be deemed to be a party hereto as if such transferee’s signature appeared on the signature pages of this Agreement. By execution of this Agreement or of any Adoption Agreement, each of the parties appoints the Company as its attorney in fact for the purpose of executing any Adoption Agreement that may be required to be delivered under the terms of this Agreement. The Company securities shall not permit have the transfer of the benefits afforded hereunder to Registrable Securities subject to this Agreement on its books or issue a new certificate representing any such Registrable Securities unless and until such transferee shall have complied with the terms of this Section 6.2. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties or their respective executors, administrators, heirs, successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. Notwithstanding the foregoing, the rights of first refusal contained in Section 4 may be transferred or assigned only to a Person that is an “accredited” investor as defined in Rule 501 of the Securities ActShares.

Transfers of Rights. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto. The registration rights under Section 2 hereof, the information rights under Section 3 hereof, and the rights of first refusal under Section 4 hereof, may only be transferred to transferees or assignees acquiring the greater of (a) at least 300,000 shares For the avoidance of Series A Preferred Stockdoubt, Series B Preferred Stock and/or Series C Preferred Stock any transferee receiving Registrable Securities in a transfer from a Holder (on an as-converted basis and subject other than (i) a transfer pursuant to appropriate adjustment for stock splits, stock dividends, combinations, and other recapitalizationsSection 9(b) or (bii) all shares a transfer that does not occur during a period when (A) no Registration Statement is available in respect of Series A Preferred Stock, Series B Preferred Stock a Resale Shelf Registration of Registrable Securities pursuant to Section 2(a) or (B) a Suspension Period or Blackout Period is ongoing (such period specified in clauses (A) and Series C Preferred Stock (or Common Stock issued upon conversion thereofB), then held by the transferor; provided that each transferee or assignee of a “Permitted Transfer Period”)) shall not be entitled to any rights under this Agreement and such transferred securities shall continue no longer be considered Registrable Securities for any purpose under this Agreement. (b) Upon any transfer of Registrable Securities by a Holder to be subject to any of its Affiliates, such Affiliate shall automatically become and have the terms hereof, and, same rights as a condition to the Company’s recognizing such transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of Holder has under this Agreement by executing and delivering an Adoption Agreement substantially in the form attached hereto as Exhibit A. Upon the execution and delivery of an Adoption Agreement by any transferee, such transferee shall be deemed with respect to be a party hereto as if such transferee’s signature appeared on the signature pages of this Agreement. By execution of this Agreement or of any Adoption Agreement, each of the parties appoints the Company as its attorney in fact for the purpose of executing any Adoption Agreement that may be required to be delivered under the terms of this Agreement. The Company shall not permit the transfer of the Registrable Securities subject so transferred; provided that (i) such Affiliate must sign a written acknowledgement that it has become holder of Registrable Securities and comply with the requirements of Section 7 in order to assert any rights hereunder and (ii) such Affiliate shall automatically cease to be, and have the rights of, a holder of Registrable Securities with respect to any transferred Registrable Securities for any purpose under this Agreement on its books or issue a new certificate representing if it at any time ceases to be an Affiliate of such Holder. (c) Any transferor of Registrable Securities unless shall automatically cease to be and until such transferee shall to have complied the rights of a holder of Registrable Securities with the terms of this Section 6.2. Nothing in this Agreement, express or implied, is intended respect to confer upon any party other than the parties or their respective executors, administrators, heirs, successors and assigns transferred Registrable Securities for any rights, remedies, obligations, or liabilities purpose under or by reason of this Agreement, except as expressly provided in this Agreement. Notwithstanding the foregoing, if a Holder (or any Affiliate of such Holder that holds Registrable Securities pursuant to Section 9(b)) ceases to be the owner of any Registrable Securities, then such Holder (or any such Affiliate of such Holder that held Registrable Securities pursuant to Section 9(b)) shall automatically cease to be and to have the rights of first refusal contained in a holder of Registrable Securities for any purpose under this Agreement; provided, that the ​ ​ ​ ​ rights and obligations of such Person arising under Section 4 may be transferred 6 or assigned only otherwise hereunder with respect to a Person that is an “accredited” investor as defined in Rule 501 of the Securities Actperiods and matters existing before such cessation shall survive such cessation.

Transfers of Rights. Except as otherwise expressly provided herein(a) Upon any transfer of Registrable Securities (other than a transfer by Perestroika AS) that occurs during a period when (i) no Registration Statement is available in respect of a Resale Shelf Registration of Registrable Securities pursuant to Section 2(a)(ii) or (ii) a Suspension Period or Blackout Period is ongoing (such period specified in clauses (i) and (ii), a “Permitted Transfer Period”), the provisions hereof transferee shall inure to the benefit of, automatically become and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto. The registration rights under Section 2 hereof, the information rights under Section 3 hereof, and have the rights of first refusal under a Securityholder with respect to the Registrable Securities so transferred; provided that any transferee that becomes a Securityholder must sign a written acknowledgement that it has become a Securityholder and comply with the requirements of Section 4 hereof, may only be transferred 7 in order to transferees or assignees acquiring the greater of assert any rights hereunder. Any transferee receiving Registrable Securities in a transfer from Perestroika AS (a) at least 300,000 shares of Series A Preferred Stock, Series B Preferred Stock and/or Series C Preferred Stock (on an as-converted basis and subject other than a transfer pursuant to appropriate adjustment for stock splits, stock dividends, combinations, and other recapitalizationsSection 9(b)) or in a transfer that does not occur during a Permitted Transfer Period shall not be entitled to any rights of a Securityholder under this Agreement and such transferred securities shall no longer be considered Registrable Securities for any purpose under this Agreement. (b) all shares Upon any transfer of Series A Preferred StockRegistrable Securities by Perestroika AS to any of its Affiliates, Series B Preferred Stock such Affiliate shall automatically become and Series C Preferred Stock (or Common Stock issued upon conversion thereof), then held by have the transferorsame rights as Perestroika AS has under this Agreement with respect to the Registrable Securities so transferred; provided that each transferee or assignee (i) such Affiliate that becomes a Securityholder must sign a written acknowledgement that it has become a Securityholder and comply with the requirements of Section 7 in order to assert any rights hereunder and (ii) such Affiliate shall automatically cease to be and to have the rights of a Securityholder with respect to any transferred Registrable Securities for any purpose under this Agreement shall continue if it at any time ceases to be subject to the terms hereof, and, as a condition to the Company’s recognizing such transfer, each transferee or assignee an Affiliate of Perestroiaka AS. (c) Any transferor of Registrable Securities shall agree in writing automatically cease to be subject and to each have the rights of the terms of this Agreement by executing and delivering an Adoption Agreement substantially in the form attached hereto as Exhibit A. Upon the execution and delivery of an Adoption Agreement by a Securityholder with respect to any transferee, such transferee shall be deemed to be a party hereto as if such transferee’s signature appeared on the signature pages of this Agreement. By execution of this Agreement or of any Adoption Agreement, each of the parties appoints the Company as its attorney in fact for the purpose of executing any Adoption Agreement that may be required to be delivered under the terms of this Agreement. The Company shall not permit the transfer of the transferred Registrable Securities subject to this Agreement on its books or issue a new certificate representing for any such Registrable Securities unless and until such transferee shall have complied with the terms of this Section 6.2. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties or their respective executors, administrators, heirs, successors and assigns any rights, remedies, obligations, or liabilities purpose under or by reason of this Agreement, except as expressly provided in this Agreement. Notwithstanding the foregoing, any Securityholder that ceases to be the owner of any Registrable Securities shall automatically cease to be and to have the rights of first refusal contained in Section 4 may be transferred or assigned only a Securityholder for any purpose under this Agreement. With respect to a any Person that is an “accredited” investor ceases to be a Securityholder (either entirely or only with respect to transferred securities), the rights and obligations of such Person arising under Section 6 or otherwise hereunder with respect to periods and matters existing before such cessation shall survive such cessation. (d) Notwithstanding any other provision of this Agreement, however, no Person to whom Registrable Securities are transferred (other than transfers permitted pursuant to Section 9) shall have any rights as defined in Rule 501 of a Securityholder hereunder, and no such Registrable Securities transferred to or held by any such other Person shall have the benefits afforded to Registrable Securities Acthereunder.

Transfers of Rights. Except (a) If the Investor transfers any rights to a Permitted Transferee in accordance with the Investment Agreement, such Permitted Transferee shall, together with all other such Permitted Transferees and the Investor, also have the rights of the Investor under this Agreement, but only if the Permitted Transferee signs and delivers to the Company a written acknowledgment (in form and substance reasonably satisfactory to the Company) that it has joined with the Investor and the other Permitted Transferees as otherwise expressly provided hereina party to this Agreement and has assumed the rights and obligations of the Investor hereunder with respect to the rights transferred to it by the Investor. Each such transfer shall be effective when (but only when) the Permitted Transferee has signed and delivered such written acknowledgment to the Company. Upon any such effective transfer, the provisions hereof Permitted Transferee shall inure to automatically have the benefit ofrights so transferred, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto. The registration rights Investor’s obligations under Section 2 hereof, the information rights under Section 3 hereofthis Agreement, and the rights of first refusal not so transferred, shall continue, provided that under Section 4 hereof, may only no circumstances shall the Company be transferred required to transferees or assignees acquiring the greater of provide (ai) at least 300,000 shares of Series A Preferred Stock, Series B Preferred Stock and/or Series C Preferred Stock more than three Demand Registrations and (on an as-converted basis and subject to appropriate adjustment for stock splits, stock dividends, combinations, and other recapitalizationsii) or more than one F-3 Shelf Registration. (b) all shares of Series A Preferred StockSo long as the Purchased Shares and the Warrant Shares are Registrable Securities, Series B Preferred Stock and Series C Preferred Stock (or Common Stock issued upon conversion thereof), then held the rights to cause the Company to register such Registrable Securities granted to the Investor by the transferor; provided that each transferee or assignee of rights Company under this Agreement shall continue to be subject to the terms hereof, and, as a condition to the Company’s recognizing such transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Adoption Agreement substantially in the form attached hereto as Exhibit A. Upon the execution and delivery of an Adoption Agreement by any transferee, such transferee shall be deemed to be a party hereto as if such transferee’s signature appeared on the signature pages of this Agreement. By execution of this Agreement or of any Adoption Agreement, each of the parties appoints the Company as its attorney in fact for the purpose of executing any Adoption Agreement that may be required to be delivered under the terms of this Agreement. The Company shall not permit the transfer of the Registrable Securities subject to this Agreement on its books or issue a new certificate representing any such Registrable Securities unless and until such transferee shall have complied with the terms of this Section 6.2. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties or their respective executors, administrators, heirs, successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. Notwithstanding the foregoing, the rights of first refusal contained in Section 4 may be transferred or assigned only to a Person one or more transferees or assignees of such Registrable Securities that is an “accredited” investor as defined in Rule 501 not a Permitted Transferee; provided, that (i) the exercise of any Demand Registration or F-3 Shelf Registration hereunder with respect to such Registrable Securities shall require the consent of the Securities Actholders of at least a majority of such outstanding Registrable Securities, (ii) the Company is given written notice prior to any said transfer or assignment, stating the name and address of each such transferee or assignee and identifying the securities with respect to which such registration rights are being transferred or assigned, and (iii) each such transferee or assignee signs and delivers to the Company a written acknowledgment (in form and substance reasonably satisfactory to the Company) that it assumes the rights and obligations of the Investor hereunder with respect to the rights transferred or assigned to it by the Investor. (c) Notwithstanding any other provision of this Agreement, no Person who acquires securities transferred in violation of this Agreement or the Investment Agreement, or who acquires securities that are not or upon acquisition cease to be Registrable Shares, shall have any rights under this Agreement with respect to such securities, and such securities shall not have the benefits afforded hereunder to Registrable Shares.

Transfers of Rights. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto. The registration rights under Section 2 hereof, the information rights under Section 3 hereof, and the rights of first refusal under Section 4 hereof, may only be transferred to transferees or assignees acquiring the greater of (a) at least 300,000 shares A Xxxx Family Stockholder may not Transfer any of Series A Preferred Stockits Xxxx Family Shares, Series B Preferred Stock and/or Series C Preferred Stock (on an as-converted basis and subject to appropriate adjustment for stock splitsdirectly or indirectly, stock dividends, combinations, and other recapitalizations) or (b) all shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (or Common Stock issued except upon conversion thereof), then held by the transferor; provided that each transferee or assignee of rights under this Agreement shall continue to be subject to the terms hereof, and, as a condition to the Company’s recognizing such transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Adoption Agreement substantially in the form attached hereto as Exhibit A. Upon the execution and delivery of an Adoption Agreement by any transferee, such transferee shall be deemed to be a party hereto as if such transferee’s signature appeared on the signature pages of this Agreement. By execution of this Agreement or of any Adoption Agreement, each of the parties appoints the Company as its attorney in fact for the purpose of executing any Adoption Agreement that may be required to be delivered under the terms of this Agreement. The Company shall not permit the transfer of the Registrable Securities subject to this Agreement on its books or issue a new certificate representing any such Registrable Securities unless and until such transferee shall have complied compliance with the terms of this Section 6.24. (i) Except as provided in Section 4(b) or (c), if any Xxxx Family Stockholder desires to Transfer any of its Xxxx Family Shares (such Xxxx Family Stockholder being referred to herein as the "Xxxx Family Transferor Member") to any Person, the Xxxx Family Transferor shall promptly furnish to all other Xxxx Family Stockholders, a notice (the "Notice of Transfer") of such desire to Transfer such Xxxx Family Shares and (A) if a bona fide offer has been made to purchase such Xxxx Family Shares, the bona fide offered price for such Xxxx Family Shares proposed to be Transferred, the method of payment of such offered price, the identity of the prospective purchaser or purchasers (the "Proposed Purchaser") and all other pertinent terms and conditions of such bona fide offer or (B) if the proposed Transfer is to other than a Person making a bona fide offer to purchase the Xxxx Family Shares, the Fair Market Value of the Xxxx Family Shares and the identity of the proposed transferees. (ii) For a period of 5 days commencing on the date of delivery of the Notice of Transfer, the Xxxx Family Stockholders shall have the right to purchase all or any portion of the Xxxx Family Shares proposed to be transferred on the same terms as set forth in the Notice of Transfer; provided, however, that the price for such Xxxx Family Shares shall be equal to the greater of (A) the Fair Market Value of such Xxxx Family Shares and (B) the price set forth in the Notice of Transfer. Nothing The specific portion of such Xxxx Family Shares which each Xxxx Family Stockholder shall be so entitled to purchase shall be determined on a pro rata basis in proportion to the respective Xxxx Family Shares owned by each Xxxx Family Stockholder desiring to purchase the Xxxx Family Shares available for purchase. If any Xxxx Family Stockholder desires to purchase the Xxxx Family Shares, it shall give notice of such desire to the Xxxx Family Transferor and the other Xxxx Family Stockholders confirming such desire. If any Xxxx Family Stockholder does not purchase its full pro rata share of any such Xxxx Family Shares proposed to be Transferred, such unpurchased Xxxx Family Shares shall be offered by the Xxxx Family Transferor to the Xxxx Family Stockholders subscribing to purchase Xxxx Family Shares on a pro rata basis on similar terms of purchase. (iii) If the Xxxx Family Stockholders do not purchase, in accordance with the provisions of clause (ii) above, all of the Xxxx Family Shares proposed to be Transferred by the Xxxx Family Transferor, then for an additional period of 3 days commencing on the earlier of the date that (A) the Xxxx Family Stockholders' right to purchase such Xxxx Family Shares has expired or the Xxxx Family Stockholders notify the Xxxx Family Transferor in writing that the Xxxx Family Stockholders have determined not to exercise such right or (B) the Xxxx Family Stockholders each notify the Xxxx Family Transferor in writing of their collective intent to exercise such right only with respect to a portion of such Xxxx Family Shares, the Xxxx Family Affiliates shall have the right to purchase all or any portion of the Xxxx Family Shares not so purchased by the Xxxx Family Stockholders on the same terms and conditions and at the same price at which the Xxxx Family Stockholders were so entitled to purchase such Xxxx Family Shares remaining for purchase. The specific portion of such Xxxx Family Shares which each Xxxx Family Affiliate shall be so entitled to purchase shall be determined by SWR. If any Xxxx Family Affiliate desires to purchase the Xxxx Family Shares, it shall give notice of such desire to the Xxxx Family Transferor and the Xxxx Family Stockholders confirming such desire. (iv) The closing of any purchase by the Xxxx Family Stockholders or any Xxxx Family Affiliates (each a "Xxxx Family Purchaser") of any offered Xxxx Family Shares as provided in this Section 4(a) shall take place on such date as designated by such Xxxx Family Purchaser occurring within 10 days after receipt by the Xxxx Family Transferor of notice from such Xxxx Family Purchaser of the exercise of such Xxxx Family Purchaser's right to purchase hereunder. At the closing of any purchase of the Xxxx Family Shares, the Xxxx Family Transferor will transfer, assign and deliver, or cause to be transferred, assigned and delivered to the Xxxx Family Purchaser any certificates or other evidence representing the Xxxx Family Shares being purchased, duly endorsed or accompanied by transfer powers duly executed by the Xxxx Family Transferor or his duly appointed legal representative or authorized agent with such signature thereon duly guaranteed. Upon the delivery of and payment for the Xxxx Family Shares as contemplated in this Agreement, express the Xxxx Family Purchaser shall receive good title to such Xxxx Family Shares free and clear of any lien, claim, equity or impliedencumbrance of any nature whatsoever. Upon request by the Xxxx Family Purchaser, is intended the Xxxx Family Transferor shall deliver an opinion of counsel, reasonably acceptable to confer upon the Xxxx Family Purchaser, as to the matters contained in the preceding sentence and as to such other matters as the Xxxx Family Purchaser may reasonably request. (v) If, after compliance with the foregoing provisions of this Section 4(a) the Xxxx Family Stockholders and the Xxxx Family Affiliates, taken together, fail to purchase all of the Xxxx Family Shares proposed to be Transferred by the Xxxx Family Transferor, then for a period of 15 days commencing on the date that none of Xxxx Family Stockholders or any party other than the parties or Xxxx Family Affiliates remain entitled to exercise their respective executorsrights to purchase any offered Xxxx Family Shares in accordance with the foregoing provisions of this Section 4(a)(i), administratorsthe Xxxx Family Transferor may Transfer any of the Xxxx Family Shares described in the Notice of Transfer which the Xxxx Family Stockholders or any Xxxx Family Affiliates are not purchasing; provided, heirshowever, successors that any such Transfer must be made upon the terms and assigns conditions set forth in the Notice of Transfer, except that the price shall be equal to the greater of (i) the Fair Market Value of such Xxxx Family Shares on the date of such Transfer and (ii) price set forth in the Notice of Transfer. All Xxxx Family Shares so Transferred shall no longer be subject to this Agreement. If the Xxxx Family Transferor shall not consummate the Transfer of such remaining Xxxx Family Shares within such 15-day period, such Xxxx Family Shares shall remain subject to the provisions of this Agreement and the Xxxx Family Transferor shall not thereafter Transfer any rightssuch Xxxx Family Shares to any Person without again first complying with all of the provisions of this Agreement. (b) Notwithstanding anything contained herein to the contrary, remediesa Xxxx Family Stockholder may Transfer Xxxx Family Shares to any other Xxxx Family Stockholder without complying with the provisions of Section 4(a). (c) Notwithstanding anything contained herein to the contrary, obligationsa Xxxx Family Stockholder may Transfer Xxxx Family Shares to any Xxxx Family Affiliate or organization that qualifies as a tax exempt organization pursuant to 501(c)(3) of the Internal Revenue Code of 1986 without complying with the provisions of Section 4(a); provided, however, that such Xxxx Family Affiliate or liabilities under or by reason organization shall sign a counterpart of this Agreement, agreeing to be a Subject Shareholder bound by the provisions hereof; provided, further, that if a person or entity constitutes a Xxxx Family Affiliate solely because of a spousal relationship involving a lineal descendant of PGR or SWR (a "Marriage Affiliate"), (i) such Marriage Affiliate must deliver a Notice of Transfer within 30 days (or, if such Marriage Affiliate shall fail to deliver such Notice of Transfer within such 30 day period, any Xxxx Family Stockholder may deliver on such Marriage Affiliate's behalf) of (A) the death or divorce of such lineal descendant with respect to all Xxxx Family Shares owned by such Marriage Affiliate immediately prior to such death or divorce and (B) the receipt of any Xxxx Family Shares by such Marriage Affiliate as a result of such death or divorce with respect to such Xxxx Family Shares so received, (ii) the Xxxx Family Shares subject to a Notice of Transfer required by (i) shall be considered the subject of a proposed Transfer at the Fair Market Value, and (iii) Section 4(a) shall apply to all such Xxxx Family Shares subject to a Notice of Transfer required by (i) except that a period of 60 days shall be substituted for any reference to a period of days in such Section 4(a). (d) Notwithstanding anything contained herein to the contrary, a Xxxx Family Stockholder may pledge, hypothecate or encumber Xxxx Family Shares, to the extent such pledge, hypothecation or encumbrance is made to a party pursuant to a bona fide pledge, hypothecation or encumbrance of such Xxxx Family Shares as expressly collateral security for indebtedness due to such party (the "Bona Fide Pledgee"), provided that (i) upon any release or termination of such pledge, hypothecation or encumbrance, such shares shall continue to constitute Xxxx Family Shares and the holder of such Xxxx Family Shares shall be subject to the terms of this Agreement and (ii) in the event of foreclosure or other similar action (including, with respect to indebtedness incurred pursuant to a loan agreement or credit facility entered into on or prior to the date of this Agreement, any other sale or transfer of such shares at a time when the lender is entitled to exercise its right to foreclose and sell such pledged shares under the terms and conditions of the pledge, security or similar agreement related to such loan agreement or credit facility where the proceeds therefrom will be used to satisfy such indebtedness (and costs and expenses payable by the borrower pursuant to such loan agreement or credit facility) upon a default of the borrower's obligations under the terms of such loan agreement or credit facility) by the Bona Fide Pledgee, any such pledged shares may be transferred in any manner permitted by law free and clear of all terms, conditions and restrictions contained in this Agreement. Notwithstanding . (e) (i) The "Fair Market Value" of a share of Aon Common Stock or CSC Common Stock, as the foregoingcase may be, shall be the rights of first refusal contained in Section 4 may be transferred or assigned only to a Person that is an “accredited” investor as defined in Rule 501 average of the Securities Actper share daily prices on the New York Stock Exchange of Aon Common Stock or CSC Common Stock, as the case may be, as reported in the New York Stock Exchange Composite Transactions (on the Transaction Reporting System operated by the Consolidated Tape Association) during the 20 consecutive trading days ending on the day prior to (i) Notice of the Transfer in the case of a Xxxx Family Stockholder or Xxxx Family Affiliate, or (ii) consummation of a Transfer to any other Person pursuant to Section 4(a)(v) above.